AG 21-170 - CAFÉ PACIFIC CATERINGRETURN TO: EXT:
CITY OF FEDERAL WAY LAW DEPARTMENT ROUTING FORM
1. ORIGINATING DEPT./DIV: PARKS/DBC
2. ORIGINATING STAFF PERSON: ROB ETTINGER EXT: 2002 3. DATE REQ. BY:
4. TYPE OF DOCUMENT (CHECK ONE):
❑ CONTRACTOR SELECTION DOCUMENT (E.G., RFB, RFP, RFQ)
❑ PUBLIC WORKS CONTRACT ❑ SMALL OR LIMITED PUBLIC WORKS CONTRACT
❑ PROFESSIONAL SERVICE AGREEMENT ❑ MAINTENANCE AGREEMENT
❑ GOODS AND SERVICE AGREEMENT ❑ HUMAN SERVICES / CDBG
❑ REAL ESTATE DOCUMENT ❑ SECURITY DOCUMENT (E.G BOND RELATED DOCUMENTS)
❑ ORDINANCE ❑ RESOLUTION
XCONTRACT AMENDMENT (A.G#): 21-170 ❑ INTERLOCAL
❑ OTHER
5. PROJECT NAME: DUMAS BAY CENTRE CATERING CONTRACTOR
6. NAME OF CONTRACTOR: CAFE PACIFIC CATERING
ADDRESS: 4402 AUBURN WAY NORTH, AUBURN, WA 98002 TELEPHONE 253-852-0135
E-MAIL:JOHN@CAFEPACIFIC.COM FAX:
SIGNATURE NAME: JOHN HATCHER TITLE: OWNER
7. 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
8. TERM: COMMENCEMENT DATE: OCTOBER 1, 2021 COMPLETION DATE: DECEMBER 31, 2022
9. TOTAL COMPENSATION $TWO HUNDRED TWENTY TWO THOUSAND AND NO/100 (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
x PURCHASING: PLEASE CHARGE TO: 402-7200-100-575-45-318
10. DOCUMENT/CONTRACT REVIEW
❑ PROJECT MANAGER
❑ DIRECTOR
❑ RISK MANAGEMENT (IF APPLICABLE)
X LAW
11. COUNCIL APPROVAL (IF APPLICABLE)
12. CONTRACT SIGNATURE ROUTING
INITIAL / DATE REVIEWED INITIAL / DATE APPROVED
_MP 11.9.202
SCHEDULED COMMITTEE DATE: COMMITTEE APPROVAL DATE:
SCHEDULED COUNCIL DATE: COUNCIL APPROVAL DATE:
❑ SENT TO VENDOR/CONTRACTOR DATE SENT: DATE REC'D:
❑ ATTACH: SIGNATURE AUTHORITY, INSURANCE CERTIFICATE, LICENSES, EXHIBITS
❑ CREATE ELECTRONIC REMINDER/NOTIFICATION FOR 1 MONTH PRIOR TO EXPIRATION DATE
(Include dept. support staff if necessary and feel free to set notification more than a month in advance if council approval is needed.)
INITIAL / DATE SIGNED
IF/LAW DEPARTMENT
NATORY (MAYOR OR DIRECTOR)
X CITY CLERK OI '
X ASSIGNED AG# 3AG# 21-170 A
COMMENTS:
1 /2020
CITY OF CITY HALL
Federal Way Feder l Avenue South
Federal Way, WA 98003-6325
(253) 835-7000
www cityoffederalway. com
AMENDMENT NO. 1
TO
PROFFESIONAL SERVICES AGREEMENT
FOR
INTERIM CATERING SERVICES FOR THE DUMAS BAY CENTRE
This Amendment ("Amendment No. I") is made between the City of Federal Way, a Washington municipal
corporation ("City"), and Cafe Pacific, Inc., a Washington corporation ("Contractor"). The City and Contractor
(together "Parties"), for valuable consideration and by mutual consent of the Parties, agree to amend the original
Agreement for Interim Catering Services for the Dumas Bay Centre ("Agreement") dated effective November 9,
2021, as follows:
1. AMENDED TERM. The term of the Agreement, as referenced by Section 1 of the Agreement and any prior
amendments thereto, shall be amended and shall continue until the completion of the Services, but in any event no
later than December 31, 2022 ("Amended Term").
2. AMENDED SERVICES. The Services, as described in Exhibit A and as referenced by Section 2 of the
Agreement, shall be amended to include, in addition to the Services and terms required under the original Agreement
and any prior amendments thereto, those additional services described in Exhibit A-1 attached hereto and
incorporated by this reference ("Additional Services").
3. AMENDED COMPENSATION. The amount of compensation, as referenced by Section 4 of the
Agreement, shall be amended to change the total compensation the City shall pay the Contractor and the rate or
method of payment, as delineated in Exhibit B-1, attached hereto and incorporated by this reference. The Contractor
agrees that any hourly or flat rate charged by it for its services contracted for herein shall remain locked at the
negotiated rate(s) for the December 31, 2022 Term. Except as otherwise provided in an attached Exhibit, 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. GENERAL PROVISIONS. All other terms and provisions of the Agreement, together with any prior
amendments thereto, not modified by this Amendment, shall remain in full force and effect. Any and all acts done by
either Party consistent with the authority of the Agreement, together with any prior amendments thereto, after the
previous expiration date and prior to the effective date of this Amendment, are hereby ratified as having been
performed under the Agreement, as modified by any prior amendments, as it existed prior to this Amendment. The
provisions of Section 13 of the Agreement shall apply to and govern this Amendment. The Parties whose names
appear below swear under penalty of perjury that they are authorized to enter into this Amendment, which is binding
on the parties of this contract.
[Signature page follows]
A.
AMENDMENT - 1 - 3/2017
` CITY OF CITY HALL
Federal Way Feder 8th Avenue South
Federal Way, WA 98003-6325
(253) 835-7000
www cityoffederaiway. com
IN WITNESS, the Parties execute this Agreement below, effective the last date written below.
CITY OF FEDERAL WAY:
M.
DATE: 11.6 f
CAFE PACIFIC, INC:
By: John Hatcher j l
Printed Name: ptet" N .c
Title: i �—
Date: 12 - 2 D — 2.
STATE OF WASHINGTON )
ss.
COUNTY OF
ATTEST:
-kAj)y,uV4,&tWa,,Vq I j . &4m
S6fhble Courtney, CMC C Clerk
APPROVED AS TO FORM:
J. yan Call, City Attorney
On this day personally appeared before meto me known to be the
of QCT ii that executed the foregoing
instrument, and acknowledged the said instrument to be the free and voluntary act and deed of said corporation, for
the uses and purposes therein mentioned, and on oath stated that he/she was authorized to execute said instrument
and that the seal affixed, if any, is the corporate seal of said corporation.
GIVEN my hand and official seal this a_ day of UCayr) e +; , 20&-k
%S M
VHlit Notary's signature
it, '►►►� 7 �i� Notary's printed name All kAdJQj
to
s 'oPT','� Notary Public in and for the State of Washington.
21033?15 My commission expires
� r
loso�, = 2 S
� ; WASH; S"
AMENDMENT - 2 - 3/2017
CITY OF
Federal Way
EXHIBIT A-1
ADDITIONAL SERVICES
CITY HALL
33325 8th Avenue South
Federal Way, WA 98003-6325
(253) 835-7000
www cityoffederalway com
The Contractor -shall do or provide the following in addition to Services in previous Exhibits:
Cafe Pacific Catering (CPC) will provide food management, kitchen labor coordination, wholesale food preparation,
and labor as needed to fulfill each catering contract for the Dumas Bay Centre through December 31, 2022.
CPC will use and enter event information into Caterease for the use of all Dumas Bay Centre and CPC staff, and
work in conjunction with Dumas Bay Centre staff to provide the best food and service experience for clients.
AMENDMENT - 3 - 3/2017
CITY of CITY HALL
4% Fed ra ay Feder l Avenue South
Federal Way, WA 98003-6325
(253) 835-7000
www cityoffederalway com
EXHIBIT B-1
ADDITIONAL COMPENSATION
1. Total Compensation: In return for the Additional Services, the City shall pay the Contractor an additional
amount not to exceed One Hundred Fifty Thousand and 00/100 Dollars ($150,000.00). The total amount payable to
Contractor pursuant to the original Agreement, all previous Amendments, and this Amendment shall be an amount
not to exceed Two Hundred Thousand and 00/100 Dollars ($200,000.00). -
Two Hundred Thousand and 00/100 Dollars ($200,000.00) and Washington State sales tax equal to Twenty -
Two Thousand and 00/100 Dollars ($22,000.00) for a total of Two Hundred Twenty -Two Thousand and 00/100
Dollars ($222,000.00).
2. Method of Compensation:
Contractor will submit invoicing for services provided on a monthly basis.
Reimbursable Expenses
The actual customary and incidental expenses incurred by Contractor in performing the Services including food
management, kitchen labor coordination, wholesale food preparation, and labor, and other reasonable costs;
provided, however, that such costs shall be deemed reasonable in the City's sole discretion and shall not exceed the
total compensation limit of Two Hundred Twenty -Two Thousand and 00/100 Dollars ($222,000.00).
AMENDMENT - 4 - 3/2017
CITY OF
02 Federal Way
CITY HALL
33325 8th Avenue South
Federal Way, WA 98003-6325
(253) 835-7000
mm atyofiedernhvaycom
AMENDMENT NO. J
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TO
JPROFFESIONAL SERVICES AGREEMENT _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ - -
Formatted: Font color: Auto
_ _ _ _
FOR
NTERIM CATERING SERVICES FOR THE DUMAS.BAY CENTRE
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This Amendment ("Amendment No. 1") is made between the City of Federal Way, a_Washington municipal_ - -
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corporation ("City"), and Cafe Pac hfici-e, Inc., a Washington corporation ("Contractor")_ TheCityand Contractor_ , -
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(together "Parties"), for valuable consideration and by mutual consent of the Parties, agree to amend the original
Agreement for Interim Catering Services for the Dumas Bay Centre t A eernent dated effective ovember 5,
Commented [M123]: This needs to be the date the
A021 *a5 follows' - - - -
Mayor signed the original agreement.
- - - -
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1. AMENDED TERM. The term ofthe Agreement, as referenced by Section 1 ofthe Agreement and any prior
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amendments thereto, shall be amended and shall continue until the complctian of the Services, but in any event no
Commented [Mild]: This probably is the date
�he
later than ecember 31, 2022 "Amended Term"
P-L�
----------------------- - - -
signed it since the council approved it at
the Nov. 1H meeting.
-
Commented [MP31t1]: Probably, I didn't see the
2. AMENDED SERVICES. The Services, as described in Exhibit A and as referenced by Section 2 of the
sc�he�x ed versiodace.n so I was unable to double
annthe
Agreement, shall be amended to include, in addition to the Services and terms required under the original Agreement
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and any prior amendments thereto, those additional services described in Exhibit A,1 attached hereto- and-
incorporated by this reference ("Additional Services").
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I Formatted: Font color: Auto
3. AMENDED COMPENSA . The amount of compensation, as referenced by Section 4 of the I Formatted: Font color: Auto
Agreement, shall be amended to change the total compensation the City shall pay the Contractor and the rate or Formatted, Font color: Auto
method of payment, as delineated in Exhibit B-1, attached hereto and incorporated by this reference. The Contractor_ - - Formatted: Font color: Auto
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 pecember 31, 2022 Term_ Except -as otherwise provided in anattached Exhibit, the_ - - Formatted: Font color: Auto
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. GENERAL PROVISIONS. All other terms and provisions of the Agreement, together with any prior
amendments thereto, not modified by this Amendment, shall remain in full force and effect. Any and all acts done by
either Party consistent with the authority of the Agreement, together with any prior amendments thereto, after the
previous expiration date and prior to the effective date of this Amendment, are hereby ratified as having been
performed under the Agreement, as modified by any prior amendments, as it existed prior to this Amendment. The
provisions of Section 13 of the Agreement shall apply to and govern this Amendment. The Parties whose names
appear below swear under penalty of perjury that they are authorized to enter into this Amendment, which is binding
on the parties of this contract.
[Signature page follows]
AMENDMENT - I - 3/2017
cFe d era 111Uay CITY HALL
33325 8th Avenue South
Federal Way, WA 98003-6325
(253) 835-7000
wim utyollederalway. com
IN WITNESS, the Parties execute this Agreement below, effective the last date written below.
CITY OF FEDERAL WAY: ATTEST:
Bv:
Jim Ferrell, Mayor
DATE:
Stephanie Courtney, CMC, City Clerk
APPROVED AS TO FORM:
J. Ryan Call, City Attorney
CAFE` PACIFIC,_INC---------- _ _ _ _ _ _ • _ - _ _ _ _ . _ - _ - _ . _ _ _ _ _ _ _ _ _ _ _ _ Formatted: Font color: Auto
By: John Hatcher
Printed Name:
Title:
Date:
STATE OF WASHINGTON )
Formatted: Font color: Auto
) ss.
COUNTY OF )
On this day personally appeared before me to me known to be the
of that executed the foregoing
instrument, and acknowledged the said instrument to be the free and voluntary act and deed of said corporation, for
the uses and purposes therein mentioned, and on oath stated that he/she was authorized to execute said instrument
and that the seal affixed, if any, is the corporate seal of said corporation.
GIVEN my hand and official seal this day of , 20 .
Notary's signature
Notary's printed name
Notary Public in and for the State of Washington.
My commission expires _ _ _ _ , - Formatted: Font color: Auto
AMENDMENT - 2- 3/2017
CITY OF CITY HALL
Federal Way Feder l Avenue South
Federal Way, WA 98003-6325
(253) 635-7000
www crfWffederel wa y com
EXHIBIT A-1
ADDITIONAL SERVICES
The Contractor shall do or provide the following in addition to Services in previous Exhibits:
Cafe Pacific Catering (CPC) will provide food management, kitchen labor coordination, wholesale food preparation,
and labor as needed to fulfill each catering contract for the Dumas Bay Centre through December 31, 2022.
CPC will use and enter event information into Caterease for the use of all Dumas Bay Centre and CPC staff, and
work in conjunction with Dumas Bay Centre staff to provide the best food and service experience for clients.
AMENDMENT - 3 - 3/2017
Y OF
—4 Pederal Way CITY HALL
33325 8th Avenue South
Federal Way, WA 98003-6325
(253) 835-7000
wwwuryorledemlwaycom
EXHIBIT B-1� J Formatted: Font color: Auto
ADDITIONAL COMPENSATION
1. Total Compensation: In return for the Additional Services, the City shall pay the Contractor an additional_ _ - Formatted: Font color: Auto
amount not to exceed One Hundred Fifty Thousand and 00/100 Dollars ($150,000.00). The total amount payable to
Contractor pursuant to the original Agreement, all previous Amendments, and this Amendment shall be an amount
not to exceed Two Hundred Thousand and 00/100 Dollars ($200,000.00).
•.- -- - - ---- -- Two Hundred Thousand and 00/100 Dollars ($200,000.00) and Washington State sales tax equal to Twenty -
Two Thousand and 00/100 Dollars ($22,000.00) for a total of Two Hundred Twenty -Two Thousand and 00/100
Dollars ($222,000.00).
2. Method of Compensation:
Contractor will submit invoicing for services provided on a monthly basis.
ReimbuisableEx�nses------- ------------ - ------------
The actual customary and incidental expenses incurred by Contractor in performing the Services including food
management, kitchen labor coordination, wholesale food preparation, and labor, and other reasonable costs;
provided, however, that such costs shall be deemed reasonable in the City's sole discretion and shall not exceed the
total compensation limit of Two Hundred Twenty -Two Thousand and 00/100 Dollars ($222,000.00).`
AMENDMENT - 4 - 3/2017
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Field Code Changed
Field Code Changed
RETURN TO: EXT:
CITY OF FEDERAL WAY LAW DEPARTMENT ROUTING FORM
1. ORIGINATING DEPT./DIV: PARKS/DBC
2. ORIGINATING STAFF PERSON: ROB ETTINGER EXT: 2002 3. DATE REQ. BY:
4. TYPE OF DOCUMENT (CHECK ONE):
❑ CONTRACTOR SELECTION DOCUMENT (E.G., RFB, RFP, RFQ)
❑ PUBLIC WORKS CONTRACT ❑ SMALL OR LIMITED PUBLIC WORKS CONTRACT
x PROFESSIONAL SERVICE AGREEMENT ❑ MAINTENANCE AGREEMENT
❑ GOODS AND SERVICE AGREEMENT ❑ HUMAN SERVICES / CDBG
❑ REAL ESTATE DOCUMENT ❑ SECURITY DOCUMENT (E.Cx BOND RELATED DOCUMENTS)
❑ ORDINANCE ❑ RESOLUTION
❑ CONTRACT AMENDMENT (AG#): ❑ INTERLOCAL
❑ OTHER
5. PROJECT NAME: DUMAS BAY CENTRE CATERING CONTRACTOR
6. NAME OF CONTRACTOR: CAF$ PACIFIC CATERING
ADDRESS: 4402 AUBURN WAY NORTH, AUBURN, WA 98002 TELEPHONE 253-852-0135
E-MAIL:JOHN@CAFEPACIFIC.COM .FAX:
SIGNATURE NAME: JOHN HATCHER TITLE: OWNER
7. 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
8. TERM: COMMENCEMENT DATE: OCTOBER 1, 2021 COMPLETION DATE: Mmte�-i 2922 L.A.�•�` 20 Z i
4'55 o5c)-00
9. TOTAL COMPENSATION $ (INCLUDE EXPENSES AND SALES TAX, IF ANY)
(IF CALCULATED ON HOURLY LABOR CHARGE - ATTACH SCHEDULES OF EMPLOYEES TrFLES 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
x PURCHASING: PLEASE CHARGE TO: 402-7200-100-575-45-318
10. D UMENTICONTRACT REVIEW
P OJECT MANAGER
EPDIRECTOR
❑ RISK MANAGEMENT (iFAPPLICABLE)
M<AW
11. COUNCIL APPROVAL (IF APPLICABLE)
INI ATE REVIEWED
D r� yo
SCHEDULED CONBUTTEE DATE:
SCHEDULED COUNCIL DATE:
INITIAL / DATE APPROVED
COhSUTTEE APPROVAL DATE:
COUNCIL APPROVAL DATE:
12. CONTRACT SIGNATURE ROUTING 11 I6 / 21
❑ SENT TO VENDOR/CONTRACTOR DATE SENT: DATE REC'D: !
❑ ATTACH: SIGNATURE AUTHORITY, INSURANCE CERTIFICATE, LICENSES, EXHIBITS
❑ CREATE ELECTRONIC REMINDER/NOTIFICATION FOR 1 MONTH PRIOR TO EXPIRATION DATE
(Include dept. support staff if necessary and feel free to set notification more than a month in advance if council approval is needed.)
INITIAL / DATE SIGNED
V!�NXTORY
EPARTMENT i
(MAYOR OR DIRECTOR)
❑ CITY CLERK f l rA Z,4
❑ ASSIGNED AG# AG# a I --yio
COMMENTS:
1/2020
CITY of CITY HALL
'S Fe d e ra Way33325 8th Avenue South
Federal Way, WA 98003-6325
(253) 835-7000
www cityofiederalway. com
PROFESSIONAL SERVICES AGREEMENT
FOR
INTERIM CATERING SERVICES FOR THE DUMAS BAY CENTRE
This Professional Services Agreement ("Agreement") is made between the City of Federal Way, a Washington municipal
corporation ("City"), and Cafe Pacific, Inc., a Washington corporation ("Contractor"). The City and Contractor (together
"Parties") are located and do business at the below addresses, which shall be valid for any notice required under this
Agreement:
PACIFIC, INC:
,John Hatcher
4402 Auburn Way South
Auburn, WA 98002
253-852-013 5" (telephone)
john@cafepacific.com
The Parties agree as follows:
CITY OF FEDERAL WAY:
Rob Ettinger
33325 8th Avenue South
Federal Way, WA 98003-6325
(253) 835-2002telephone)
(253) 835-2010 (facsimile)
com
1. TERM. The term of this Agreement shall commence upon the effective date of this Agreement, which shall be the
date of mutual execution, and shall continue until the completion of the Services specified in this Agreement, but in any
event no later than December 31, 2021 ("Term"). This Agreement may be extended for additional periods of time upon the
mutual written agreement of the Parties.
2. SERVICES. The Contractor shall perform the services more specifically described in Exhibit A ("Services"),
attached hereto and incorporated by this reference, in a manner consistent with the accepted professional practices for other
similar services within the Puget Sound region in effect at the time those services are performed, performed to the City's
satisfaction, within the time period prescribed by the City and pursuant to the direction of the Mayor or his or her designee.
The Contractor warrants that it has the requisite training, skill, and experience necessary to provide the Services and is
appropriately accredited and licensed by all applicable agencies and governmental entities, including but not limited to
obtaining a City of Federal Way business registration. Services shall begin immediately upon the effective date of this
Agreement. Services shall be subject, at all times, to inspection by and approval of the City, but the making (or failure or
delay in making) such inspection or approval shall not relieve Contractor of responsibility for performance of the Services
in accordance with this Agreement, notwithstanding the City's knowledge of defective or non -complying performance, its
substantiality or the ease of its discovery.
3. TERMINATION. Either party may terminate this Agreement, with or without cause, upon providing the other
party thirty (30) days' written notice at its address set forth above. The City may terminate this Agreement immediately if
the Contractor fails to maintain required insurance policies, breaches confidentiality, or materially violates Section 12 of
this Agreement. Termination for such conduct may render the Contractor ineligible for City agreements in the future.
4. COMPENSATION.
4.1 Amount. In return for the Services, the City shall pay the Contractor an amount not to .exceed a maximum
amount and according to a rate or method as delineated in Exhibit B, attached hereto and incorporated by this reference.
The Contractor agrees that any hourly or flat rate charged by it for its services contracted for herein shall remain locked at
the negotiated rate(s) for the Term. Except as otherwise provided in Exhibit B, the Contractor shall be solely responsible
for the payment of any taxes imposed by any lawful jurisdiction as a result of the performance of Services and payment
under this Agreement.
PROFESSIONAL SERVICES AGREEMENT - 1 - Rev. 7/2021
4SFCITY OF CITY HALL
Federal Y r ay Feder 8th Avenue South
ederal Way, WA 98003-6325
(253) 835-7000
www atyoffederalway. com
4.2 Method of Payment. On a monthly basis, the Contractor shall submit a voucher or invoice in the form
specified by the City, including a description of what Services have been performed, the name of the personnel performing
such Services, and any hourly labor charge rate for such personnel. The Contractor shall also submit a final bill upon
completion of all Services. Payment shall be made on a monthly basis by the City only after the Services have been
performed and within thirty (30) days following receipt and approval by the appropriate City representative of the voucher
or invoice. If the Services do not meet the requirements of this Agreement, the Contractor will correct or modify the work
to comply with the Agreement. The City may withhold payment for such work until the work meets the requirements of the
Agreement.
4.3 Non -Appropriation of Funds. If sufficient funds are not appropriated or allocated for payment under this
Agreement for any future fiscal period, the City will not be obligated to make payments for Services or amounts incurred
after the end of the current fiscal period, and this Agreement will terminate upon the completion of all remaining Services
for which funds are allocated. No penalty or expense shall accrue to the City in the event this provision applies.
5. INDEMNIFICATION.
5.1 Contractor Indemnification. The Contractor agrees to release, indemnify, defend, and hold the City, its
elected officials, officers, employees, agents, representatives, insurers, attorneys, and volunteers harmless from any and all
claims, demands, actions, suits, causes of action, arbitrations, mediations, proceedings, judgments, awards, injuries,
damages, liabilities, taxes, losses, fines, fees, penalties expenses, attorney's fees, costs, and/or litigation expenses to or by
any and all persons or entities, including, without limitation, their respective agents, licensees, or representatives; arising
from, resulting from, or in connection with this Agreement or the acts, errors or omissions of the Contractor in performance
of this Agreement, except for that portion of the claims caused by the City's sole negligence. Should a court of competent
jurisdiction determine that this Agreement is subject to RCW 4.24.115, then, in the event of liability for damages arising
out of bodily injury to persons or damages to property caused by or resulting from the concurrent negligence of the
Contractor and the City, the Contractor's liability, including the duty and cost to defend, hereunder shall be only to the
extent of the Contractor's negligence. Contractor shall ensure that each sub -contractor shall agree to defend and indemnify
the City, its elected officials, officers, employees, agents, representatives, insurers, attorneys, and volunteers to the extent
and on the same terms and conditions as the Contractor pursuant to this paragraph. The City's inspection or acceptance of
any of Contractor's work when completed shall not be grounds to avoid any of these covenants of indemnification.
5.2 Industrial Insurance Act Waiver. It is specifically and expressly understood that the Contractor waives any
immunity that may be granted to it under the Washington State industrial insurance act, Title 51 RCW, solely for the
purposes of this indemnification. Contractor's indemnification shall not be limited in any way by any limitation on the
amount of damages, compensation or benefits payable to or by any third party under workers' compensation acts, disability
benefit acts or any other benefits acts or programs. The Parties acknowledge that they have mutually negotiated this
waiver.
5.3 City Indemnification. The City agrees to release, indemnify, defend and hold the Contractor, its officers,
directors, shareholders, partners, employees, agents, representatives, and sub -contractors harmless from any and all claims,
demands, actions, suits, causes of action, arbitrations, mediations, proceedings, judgments, awards, injuries, damages,
liabilities, losses, fines, fees, penalties expenses, attorney's fees, costs, and/or litigation expenses to or by any and all
persons or entities, including without limitation, their respective agents, licensees, or representatives, arising from,
resulting from or connected with this Agreement to the extent solely caused by the negligent acts, errors, or omissions of
the City.
5.4 Survival. The provisions of this Section shall survive the expiration or termination of this Agreement with
respect to any event occurring prior to such expiration or termination.
6. INSURANCE. The Contractor agrees to carry insurance for liability which may arise from or in connection with
the performance of the services or work by the Contractor, their agents, representatives, employees, or subcontractors for
the duration of the Agreement and thereafter with respect to any event occurring prior to such expiration or termination as
follows:
PROFESSIONAL SERVICES AGREEMENT - 2 - Rev. 7/2021
CITY OF CITY HALL
.� Feder Avenue South
Federall Way, WA 98003-6325
Fera I Way
(253) 835-7000
www cityotfederalway com
6.1. Minimum Limits. The Contractor agrees to carry as a minimum, the following insurance, in such forms
and with such carriers who have a rating that is satisfactory to the City:
a. Commercial general liability insurance covering liability arising from premises, operations,
independent contractors, products -completed operations, stopgap liability, personal injury, bodily injury, death, property
damage, products liability, advertising injury, and liability assumed under an insured contract with limits no less than
$2,000,000 for each occurrence and $2,000,000 general aggregate.
b. Workers' compensation and employer's liability insurance in amounts sufficient pursuant to the
laws of the State of Washington.
C. Automobile liability insurance covering all owned, non -owned, hired, and leased vehicles with a
minimum combined single limits in the minimum amounts required to drive under Washington State law per accident for
bodily injury, including personal injury or death, and property damage.
d. Professional liability insurance with limits no less than $2,000,000 per claim and $2,000,000
policy aggregate for damages sustained by reason of or in the course of operation under this Agreement, whether occurring
by reason of acts, errors or omissions of the Contractor.
6.2. No Limit of Liabili . Contractor's maintenance of insurance as required by this Agreement shall not be
construed to limit the liability of the Contractor to the coverage provided by such insurance, or otherwise limit the City's
recourse to any remedy available at law or in equity. The Contractor's insurance coverage shall be primary insurance with
respect to the City. Any insurance, self-insurance, or insurance pool coverage maintained by the City shall be excess of the
Contractor's insurance and shall not contribute with Contractor's insurance.
6.3. Additional Insured, Verification. The City shall be named as additional insured on all commercial general
liability insurance policies. Concurrent with the execution of this Agreement, Contractor shall provide certificates of
insurance for all commercial general liability policies attached hereto as Exhibit C and incorporated by this reference. At
the City's request, Contractor shall furnish the City with copies of all insurance policies and with evidence of payment of
premiums or fees of such policies. If Contractor's insurance policies are "claims made," Contractor shall be required to
maintain tail coverage for a minimum period of three (3) years from the date this Agreement is terminated or upon project
completion and acceptance by the City.
6.4 Survival. The provisions of this Section shall survive the expiration or termination of this Agreement.
7. CONFIDENTIALITY. All information regarding the City obtained by Contractor in performance of this
Agreement shall be considered confidential and subject to applicable laws. Breach of confidentiality by the Contractor may
be grounds for immediate termination. All records submitted by the City to the Contractor will be safeguarded by the
Contractor. The Contractor will fully cooperate with the City in identifying, assembling, and providing records in case of
any public records request.
8. WORK PRODUCT. All originals and copies of work product, including plans, sketches, layouts, designs, design
specifications, records, files, computer disks, magnetic media, or material that may be produced or modified by Contractor
while performing the Services shall belong to the City upon delivery. The Contractor shall make such data, documents, and
files available to the City and shall deliver all needed or contracted for work product upon the City's request. At the
expiration or termination of this Agreement, all originals and copies of any such work product remaining in the possession
of Contractor shall be delivered to the City.
9. BOOKS AND RECORDS. The Contractor agrees to maintain books, records, and documents which sufficiently
and properly reflect all direct and indirect costs related to the performance of the Services specified in this Agreement, and
maintain such accounting procedures and practices as may be deemed necessary by the City to assure proper accounting of
all funds paid pursuant to this Agreement. These records shall be subject, at all reasonable times, to inspection, review, or
audit by the City, its authorized representative, the State Auditor, or other governmental officials authorized by law to
monitor this Agreement.
PROFESSIONAL SERVICES AGREEMENT - 3 - Rev. 7/2021
A4S Federal Way
CITY HALL
33325 8th Avenue South
Federal Way, WA 98003-6325
(253) 835-7000
www cityotfederalway. com
10. INDEPENDENT CONTRACTOR. The Parties intend that the Contractor shall be an independent contractor and
that the Contractor has the ability to control and direct the performance and details of its work, the City being interested
only in the results obtained under this Agreement. The City shall be neither liable nor obligated to pay Contractor sick
leave, vacation pay, or any other benefit of employment, nor to pay any social security or other tax that may arise as an
incident of this Agreement. Contractor shall take all necessary precautions and shall be responsible for the safety of its
employees, agents, and subcontractors in the performance of the Services specified in this Agreement and shall utilize all
protection necessary for that purpose. All work shall be done at Contractor's own risk, and Contractor shall be responsible
for any loss of or damage to materials, tools, or other articles used or held for use in connection with the Services. The
Contractor shall pay all income and other taxes due except as specifically provided in Section 4 of this Agreement.
Industrial or any other insurance that is purchased for the benefit of the City, regardless of whether such may provide a
secondary or incidental benefit to the Contractor, shall not be deemed to convert this Agreement to an employment
contract. If the Contractor is a sole proprietorship or if this Agreement is with an individual, the Contractor agrees to notify
the City and complete any required form if the Contractor retired under a State of Washington retirement system and
agrees to indemnify any losses the City may sustain through the Contractor's failure to do so.
11. CONFLICT OF INTEREST. It is recognized that Contractor may or will be performing professional services
during the Term for other entities or persons; however, such performance of other services shall not conflict with or
interfere with Contractor's ability to perform the Services. Contractor agrees to resolve any such conflicts of interest in
favor of the City. Contractor confirms that Contractor does not have a business interest or a close family relationship with
any City officer or employee who was, is, or will be involved in the Contractor's selection, the negotiation, drafting,
signing, administration of this Agreement, or the evaluation of the Contractor's performance.
12. EQUAL OPPORTUNITY _EMPLOYER. In all services, programs, activities, hiring, and employment made
possible by or resulting from this Agreement or any subcontract, there shall be no discrimination by Contractor or its
subcontractors of any level, or any of those entities' employees, agents, subcontractors, or representatives against any
person because of sex, age (except minimum age and retirement provisions), race, color, religion, creed, national origin,
marital status, honorably discharged veteran or military status, sexual orientation including gender expression or identity,
or the presence of any disability, including sensory, mental or physical handicaps, unless based upon a bona fide
occupational qualification in relationship to hiring and employment. This requirement shall apply, but not be limited to the
following: employment, advertising, layoff or termination, rates of pay or other forms of compensation, and selection for
training, including apprenticeship. Contractor shall comply with and shall not violate any of the terms of Chapter 49.60
RCW, Title VI of the Civil Rights Act of 1964, the Americans With Disabilities Act, Section 504 of the Rehabilitation Act
of 1973, 49 CFR Parts 21, 21.5, and 26, or any other applicable federal, state, or local law or regulation regarding non-
discrimination.
13. GENERAL PROVISIONS.
13.1 Interpretation and Modification. This Agreement, together with any attached Exhibits, contains all of the
agreements of the Parties with respect to any matter covered or mentioned in this Agreement and no prior statements or
agreements, whether oral or written, shall be effective for any purpose. Should any language in any Exhibits to this
Agreement conflict with any language in this Agreement, the terms of this Agreement shall prevail. The respective
captions of the Sections of this Agreement are inserted for convenience of reference only and shall not be deemed to
modify or otherwise affect any of the provisions of this Agreement. Any provision of this Agreement that is declared
invalid, inoperative, null and void,_ or illegal shall in no way affect or invalidate any other provision hereof and such other
provisions shall remain in full force and effect. Any act done by either Party prior to the effective date of the Agreement
that is consistent with the authority of the Agreement and compliant with the terms of the Agreement, is hereby ratified as
having been performed under the Agreement. No provision of this Agreement, including this provision, may be amended,
waived, or modified except by written agreement signed by duly authorized representatives of the Parties.
13.2 Assignment and Beneficiaries. Neither the Contractor nor the City shall have the right to transfer or assign,
in whole or in part, any or all of its obligations and rights hereunder without the prior written consent of the other Party. If
the non -assigning party gives its consent to any assignment, the terms of this Agreement shall continue in full force and
effect and no further assignment shall be made without additional written consent. Subject to the foregoing, the rights and
PROFESSIONAL SERVICES AGREEMENT - 4 - Rev. 7/2021
Federal Way
CITY HALL
33325 8th Avenue South
Federal Way, WA 98003-6325
(253) 835-7000
www cityofederalway. com
obligations of the Parties shall inure to the benefit of and be binding upon their respective successors in interest, heirs and
assigns. This Agreement is made and entered into for the sole protection and benefit of the Parties hereto. No other person
or entity shall have any right of action or interest in this Agreement based on any provision set forth herein.
13.3 Compliance with Laws. The Contractor shall comply with and perform the Services in accordance with all
applicable federal, state, local, and city laws including, without limitation, all City codes, ordinances, resolutions,
regulations, rules, standards and policies, as now existing or hereafter amended, adopted, or made effective. If a violation
of the City's Ethics Resolution No. 91-54, as amended, occurs as a result of the formation or performance of this
Agreement, this Agreement may be rendered null and void, at the City's option.
13.4 Enforcement. Time is of the essence in this Agreement and each and all of its provisions in which
performance is a factor. Adherence to completion dates set forth in the description of the Services is essential to the
Contractor's performance of this Agreement. Any notices required to be given by the Parties shall be delivered at the
addresses set forth at the beginning of this Agreement. Any notices may be delivered personally to the addressee of the
notice or may be deposited in the United States mail, postage prepaid, to the address set forth above. Any notice so posted
in the United States mail shall be deemed received three (3) days after the date of mailing. Any remedies provided for
under the terms of this Agreement are not intended to be exclusive, but shall be cumulative with all other remedies
available to the City at law, in equity, or by statute. The failure of the City to insist upon strict performance of any of the
covenants and agreements contained in this Agreement, or to exercise any option conferred by this Agreement in one or
more instances shall not be construed to be a waiver or relinquishment of those covenants, agreements or options, and the
same shall be and remain in full force and effect. Failure or delay of the City to declare any breach or default immediately
upon occurrence shall not waive such breach or default. Failure of the City to declare one breach or default does not act as
a waiver of the City's right to declare another breach or default. This Agreement shall be made in, governed by, and
interpreted in accordance with the laws of the State of Washington. If the Parties are unable to settle any dispute, difference
or claim arising from this Agreement, the exclusive means of resolving that dispute, difference, or claim, shall be by fling
suit under the venue, rules, and jurisdiction of the King County Superior Court, King County, Washington, unless the
parties agree in writing to an alternative process. If the King County Superior Court does not have jurisdiction over such a
suit, then suit may be filed in any other appropriate court in King County, Washington. Each party consents to the personal
jurisdiction of the state and federal courts in King County, Washington and waives any objection that such courts are an
inconvenient forum. If either Party brings any claim or lawsuit arising from this Agreement, each Party shall pay all its
legal costs and attorney's fees and expenses incurred in defending or bringing such claim or lawsuit, including all appeals,
in addition to any other recovery or award provided by law; however, nothing in this paragraph shall be construed to limit
the Parties' rights to indemnification under Section 5 of this Agreement.
13.5 Execution. Each individual executing this Agreement on behalf of the City and Contractor represents and
warrants that such individual is duly authorized to execute and deliver this Agreement. This Agreement may be executed in
any number of counterparts, each of which shall be deemed an original and with the same effect as if all Parties hereto had
signed the same document. All such counterparts shall be construed together and shall constitute one instrument, but in
making proof hereof, it shall only be necessary to produce one such counterpart. The signature and acknowledgment pages
from such counterparts may be assembled together to form a single instrument comprised of all pages of this Agreement
and a complete set of all signature and acknowledgment pages. The date upon which the last of all of the Parties have
executed a counterpart of this Agreement shall be the "date of mutual execution" hereof.
[Signature page follows]
PROFESSIONAL SERVICES AGREEMENT - 5 - Rev. 7/2021
CITY OF CITY HALL
Fe d e ra I Way Feder 8th Avenue South
Federal Way, WA 98003-6325
(253) 835-7000
www cltyoffederalway. com
IN WITNESS, the Parties execute this Agreement below, effective the last date written below.
CITY OF FEDERAL WAY:
Ji ell, avor
DATE: I�
CAFE PACIFIC, INC.:
By: John Hatcher
Printed Name: 44t�e��
Title: Own
DATE: //•- 5-- 2
STATE OF WASHINGTON )
) ss.
COUNTY OF
ATTEST:
�f,4&4� N",01
p anie Courtney, CMC, jtClerk
APPROVED AS TO FORM:
( &Q.
J. Ry n Call, City Attorney
On this day personally appeared before me .Aln to me known to be the
010ax of (W pauh, ll'itr that executed the foregoing
instrument, and acknowledged the said instrument to be the free and voluntary act and deed of said corporation,
for the uses and purposes therein mentioned, and on oath stated that he/she was authorized to execute said
instrument and that the seal affixed, if any, is the corporate seal of said corporation.
GIVEN ��y,�l nd official seal this _ day of Nov. �%� , 20 ZI.
4VE M� _ —
Notary's signature ao
Notary's printed name )
Notary Public in an or the State of Washington.
i ;P% b� My commission expires l
il F OF WAS`�1.a
PROFESSIONAL SERVICES AGREEMENT - 6 - Rev. 7/2021
CITY OF CITY HALL
Fe d e ra I Way33325 8th Avenue South
Federal Way, WA 98003-6325
(253) 835-7000
www cdWffederahvay com
EXHIBIT A
SERVICES
The Contractor shall do or provide the following:
Cafe Pacific Catering (CPC) will provide food management, kitchen labor coordination, wholesale food
preparation, and labor as needed to fulfill each catering contract for the Dumas Bay Centre through December
31, 2021.
CPC will use and enter event information into Caterease for the use of all Dumas Bay Centre and CPC staff, and
work in conjunction with Dumas Bay Centre staff to provide the best food and service experience for clients.
PROFESSIONAL SERVICES AGREEMENT - 7 - Rev. 7/2021
CITY OF CITY HALL
33325 8th Avenue South
Federal Allay Federal Way, WA 98003-6325
(253) 835-7000
www 0yoffederalway com
EXHIBIT B
COMPENSATION
1. Total Compensation: In return for the Services, the City shall pay the Contractor an amount not to
exceed Fifty Thousand and 00/100 Dollars ($50,000.00).
and Washington State sales tax equal to Five Thousand Fifty and 00/100 Dollars ($5,050) for a total amount not
to exceed Fifty -Five Thousand Fifty and 00/100 Dollars ($55,050.00)).
2. Method of Compensation:
Contractor will submit invoicing for services provided on a monthly basis.
Reimbursable Expenses
The actual customary and incidental expenses incurred by Contractor in performing the Services including food
management, kitchen labor coordination, wholesale food preparation, and labor, and other reasonable costs;
provided, however, that such costs shall be deemed reasonable in the City's sole discretion and shall not exceed
the total compensation limit of fifty-five thousand and 00/100 Dollars ($55,050.00).
PROFESSIONAL SERVICES AGREEMENT - 8 - Rev. 7/2021
AC" 0 CERTIFICATE OF LIABILITY INSURANCE DATE (MMIODIYYYY)
10/13/2021
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 policy(ies) must 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 CONTACI
NAME, Darlene Terry
Leavitt Group Northwest PHONE,
� a Ext : (253) 833-5140 AIC, NO),(253) 939-9356
201 Auburn Way N Suite C "ADDRESS: darlene-terry@leavitt.com
Auburn WA 98002
INSURERS AFFORDING COVERAGE
NAIC #
INSURER A: Sentinel Insurance Compariy
11000
INSURED
Cafe Pacific
4402 Auburn Way N
Auburn WA 98002
INSURER B: Hartford Accident and Indemnity Co
22357
INSURER C;
INSURER D-
INSURER E:
INSURERF;
COVERAGES CERTIFICATE NUMBER:CL215144OS29 REVISION NUMBER:
THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD
INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACTOR OTHER DOCUMENT WITH RESPECT TO WHICH THIS
CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS,
EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS.
1NSR
LTR
TYPE OF INSURANCE �ADOL(SUBR _k'sp
imp
POLICY NUMBER
POLICY
MM11CY EXP
0O/YYYY
LIMITS
X
COMMERCIAL GENERAL LIABILITY
EACH OCCURRENCE
S 2,000,000
A
CLAIMS -MADE � OCCUR
Air' E TO RENT ED
PREMISES Ea occurrence
$ 1,000,000
MED EXP (Any one person)
S 10,000
X
52SBAAD0251
4/1/2021
4/1/2022
PERSONAL & ADV INJURY
S 2,000,000
LAGGREGATE LIMIT APPLIES PER:
GENERAL AGGREGATE
S 4,000,000
POLICY ❑ PRO LOC
JECT
M'OTHER.
PRODUCTS-COMP/OPAGG
$ 4,000,000
$
AUTOMOBILE LIABILITY
COMBIN D SINGLE DM1T
Ea hwdenl
S 1,000,000
BODILY INJURY (Per person)
$
B
X ANYAUTO
ALL OWNED SCHEDULED
AUTOS AUTOS
52UECHD3610
4/1/2021
4/1/2022
BODILY INJURY (Per accident)
$
PROPERTY DAMAGE
Aeracc1d,
S
NON -OWNED
HIRED AUTOS AUTOS
$
X
UMBRELLA LIAB
X
OCCUR
EACH OCCURRENCE
$ 4,000,000
AGGREGATE
$ 4,000,000
A
EXCESS LIAB
CLAIMS -MADE
DED I I RETENTION S
$
52SBAAD0251
4/1/2021
4/1/2022
'WORKERS COMPENSATION
AND EMPLOYERS' LIABILITY Y / N
WA Stop Gap
TAT TE X ORH-
E.L EACH ACCIDENT
$ 1,000,000
.ANY PROPRIETOR/PARTNERIEXECUTIVE
A
OFFICER/MEMBER EXCLUDED? ❑
(Mandatoryin NH)
N /A
52SEAAD0251
4/1/2021
4/1/2022
E.L DISEASE- EA EMPLOYEE
S 11000,000
If yes, describe under
DESCRIPTION OF OPERATIONS below
EL DISEASE - POLICY UMIT
S 1,000,000
A
Liquor Liabilty
52SBAAD0251
4/1/2021
4/1/2022 1
Each Common Cause 1,000,000
Aggregale 1,000,000
DESCRIPTION OF OPERATIONS I LOCATIONS I VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached if more space is required)
City of Federal Way is named as Additional Insured per written contract and form SS0008 0405.
CERTIFICATE HOLDER CANCELLATION
City of Federal Way
33325 8th Ave South
Federal Way, WA 98003
SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE
THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN
ACCORDANCE WITH THE POLICY PROVISIONS.
AUTHORIZED REPRESENTATIVE
--lene Terry/DARTER
Q 1988.2014 ACORD CORPORATION. All rights re
ACORD 25 (2014/01) The ACORD name and logo are registered marks of ACORD
INS025 (201401)
BUSINESS LIABILITY COVERAGE FORM
2. Applicable To Medical Expenses Coverage
e. A trust, you are an insured. Your trustees
We will not pay expenses for "bodily injury":
are also insureds, but only with respect to
their duties as trustees.
a. Any Insured
To any insured, except "volunteer workers".
2. Each of the following is also an insured:
b. Hired Person
a. Employees And Volunteer Workers
To a person hired to do work for or on behalf
Your "volunteer workers" only while
of any insured or a tenant of any insured.
performing duties related to the conduct of
your business, or your "employees", other
c. Injury On Normally Occupied Premises
than either your executive officers (if you
To a person injured on that part of
are an' organization other than a
premises you own or rent that the person
partnership, joint venture or limited liability
normally occupies.
company) or your managers (if you are a
d. Workers' Compensation And Similar
limited liability company), but only for acts
Laws
within the scope of their employment by
To a person, whether or not an
you or while performing duties related to
"employee" of any insured, if benefits for
the conduct of your business.
the "bodily injury" are payable or must be
However, none of these "employees" or
provided under a workers' compensation
"volunteer workers" are insureds for:
or disability benefits law or a similar law.
(1) "Bodily injury" or "personal and
e. Athletics Activities
advertising injury":
To a person injured while practicing,
(a) To you, to your partners or
instructing or participating in any physical
members (if you are a partnership
exercises or games, sports or athletic
or joint venture), to your members
contests.
(if you are a limited liability
f. Products -Completed Operations Hazard
company), or to a co -"employee"
while in the course of his or her
Included with the "products -completed
employment or performing duties
operations hazard".
related to the conduct of your
g. Business Liability Exclusions
business, or to your other
Excluded under Business Liability Coverage.
"volunteer workers" while
performing duties related to the
C. WHO IS AN INSURED
conduct of your business;
1. If you are designated in the Declarations as:
(b) To the spouse, child, parent,
a. An individual, you and your spouse are
brother or sister of that co -
insureds, but only with respect to the
"employee" or that "volunteer
conduct of a business of which you are the
worker" as a consequence of
sole owner.
Paragraph (1)(a) above;
b. A partnership or joint venture, you are an
(c) For which there is any obligation
insured. Your members, your partners, and
to share damages with or repay
their spouses are also insureds, but only with
someone else who must pay
respect to the conduct of your business.
damages because of the injury
c. A limited liability company, you are an
described in Paragraphs (1)(a) or
insured. Your members are also insureds,
(b) above; or
but only with respect to the conduct of your
(d) Arising out of his or her providing
business. Your managers are insureds, but
or failing to provide professional
only with respect to their duties as your
health care services.
managers.
If you are not in the business of
d. An organization other than a partnership,
providing professional health care
joint venture or limited liability company, you
services, Paragraph (d) does not apply
are an insured. Your "executive officers" and
to any nurse, emergency medical
directors are insureds, but only with respect
technician or paramedic employed by
to their duties as your officers or directors.
you to provide such services.
Your stockholders are also insureds, but only
(2) "Property damage" to property:
with respect to their liability as stockholders.
(a) Owned, occupied or used by,
Page 10 of 24 Form SS 00 08 04 05
BUSINESS LIABILITY COVERAGE FORM
(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. Real Estate Manager
Any person (other than your "employee" or
"volunteer worker"), or any organization
while acting as your real estate manager.
c. Temporary Custodians Of Your
Property
Any person or organization having proper
temporary custody of your property if you
die, but only:
(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. Legal Representative If You Die
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 insurance.
e. Unnamed Subsidiary
Any subsidiary and subsidiary thereof, of
yours which is a legally incorporated entity
of which you own a financial interest of
more than 50% of the voting stock on the
effective date of this Coverage Part.
The insurance afforded herein for any
subsidiary not shown in the Declarations
as a named insured does not apply to
injury or damage with respect to which an
insured under this insurance is also an
insured under another policy or would be
an insured under such policy but for its
termination or upon the exhaustion of its
limits of insurance.
3. Newly Acquired Or Formed Organization
Any organization you newly acquire or form,
other than a partnership, joint venture or
limited liability company, and over which you
maintain financial interest of more than 50% of
the voting stock, 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
only until the 180th day after you acquire
or form the organization or the end of the
policy period, whichever is earlier; and
b. Coverage under this provision does not
apply to:
(1) 'Bodily injury" or "property damage"
that occurred; or
(2) "Personal and advertising injury"
arising out of an offense committed
before you acquired or formed the
organization.
4. Operator Of Mobile Equipment
With respect to "mobile equipment' registered in
your name under any motor vehicle registration
law, any person is an insured while driving such
equipment along a public highway with your
permission. Any other person or organization
responsible for the conduct of such person is
also an insured, but only with respect to liability
arising out of the operation of the equipment, and
only if no other insurance of any kind is available
to that person or organization for this liability.
However, no person or organization is an insured
with respect to:
a. "Bodily injury" to a co -"employee" of the
person driving the equipment; or
b. "Property damage" to property owned by,
rented to, in the charge of or occupied by
you or the employer of any person who is
an insured under this provision.
5. Operator of Nonowned Watercraft
With respect to watercraft you do not own that
is less than 51 feet long and is not being used
to carry persons for a charge, any person is an
insured while operating such watercraft with
your permission. Any other person or
organization responsible for the conduct of
such person is also an insured, but only with
respect to liability arising out of the operation
of the watercraft, and only if no other
insurance of any kind is available to that
person or organization for this liability.
However, no person or organization is an
insured with respect to:
a. "Bodily injury" to a co -"employee" of the
person operating the watercraft; or
b. "Property damage" to property owned by,
rented to, in the charge of or occupied by
you or the employer of any person who is
an insured under this provision.
6. Additional Insureds When Required By
Written Contract, Written Agreement Or
Permit
The person(s) or organization(s) identified in
Paragraphs a. through f. below are additional
insureds when you have agreed, in a written
Form SS 00 08 04 05 Page 11 of 24
BUSINESS LIABILITY COVERAGE FORM
contract, written agreement or because of a
(e) Any failure to make such
permit issued by a state or political
inspections, adjustments, tests or
subdivision, that such person or organization
servicing as the vendor has
be added as an additional insured on your
agreed to make or normally
policy, provided the injury or damage occurs
undertakes to make in the usual
subsequent to the execution of the contract or
course of business, in connection
agreement, or the issuance of the permit.
with the distribution or sale of the
A person or organization is an additional
products;
insured under this provision only for that
(fl Demonstration, installation,
period of time required by the contract,
servicing or repair operations,
agreement or permit.
except such operations performed
However, no such person or organization is an
at the vendor's premises in
connection with the sale of the
additional insured under this provision if such
product;
person or organization is included as an
additional insured by an endorsement issued
(g) Products which, after distribution
by us and made a part of this Coverage Part,
or sale by you, have been labeled
including all persons or organizations added
or relabeled or used as a
as additional insureds under the specific
container, part or ingredient of any
additional insured coverage grants in Section
other thing or substance by or for
F. — Optional Additional Insured Coverages.
the vendor; or
a. Vendors
(h) "Bodily injury" or "property
Any person(s) or organization(s) (referred to
damage" arising out of the sole
negligence of the vendor for its
below as vendor), but only with respect to
own acts or omissions or those of
"bodily injury" or "property damage" arising
its employees or anyone else
out of "your products" which are distributed
acting on its behalf. However, this
or sold in the regular course of the vendor's
exclusion does not apply to:
business and only if this Coverage Part
provides coverage for "bodily injury" or
(i) The exceptions contained in
"property damage" included within the
Subparagraphs (d) or (f); or
"products -completed operations hazard".
(ii) Such inspections, adjustments,
(1) The insurance afforded to the vendor
tests or servicing as the vendor
is subject to the following additional
has agreed to make or normally
exclusions:
undertakes to make in the usual
This insurance does not apply to:
course of business, in
connection with the distribution
(a) "Bodily injury" or "property
or sale of the products.
damage" for which the vendor is
(2) This insurance does not apply to any
obligated to pay damages by
insured person or organization from
reason of the assumption of
whom you have acquired such products,
liability in a contract or agreement.
or any ingredient, part or container,
This exclusion does not apply to
entering into, accompanying or
liability for damages that the
containing such products.
vendor would have in the absence
of the contract or agreement,
b. Lessors Of Equipment
(b) Any express warranty
(1) Any person or organization from
unauthorized by you;
whom you lease equipment; but only
(c) Any physical or chemical change
with respect to their liability for "bodily
"property
injury", damage" or
in the product made intentionally
"personal and advertising injury
by the vendor;
caused, in whole or in part, by your
(d) Repackaging, except when
maintenance, operation or use of
unpacked solely for the purpose of
equipment leased to you by such
inspection, demonstration, testing,
person or organization.
or the substitution of parts under
instructions from the manufacturer,
and then repackaged in the
original container;
Page 12 of 24 Form SS 00 08 04 05
BUSINESS LIABILITY COVERAGE FORM
(2)
With respect to the insurance afforded
e. Permits Issued By State Or Political
to these additional insureds, this
Subdivisions
insurance does not apply to any
(1) Any state or political subdivision, but
"occurrence" which takes place after
only with respect to operations
you cease to lease that equipment.
performed by you or on your behalf for
c. Lessors Of Land Or Premises
which the state or political subdivision
(1)
Any person or organization from
has issued a permit.
whom you lease land or premises, but
(2) With respect to the insurance afforded
only with respect to liability arising out
to these additional insureds, this
of the ownership, maintenance or use
insurance does not apply to:
of that part of the land or premises
(a) "Bodily injury", 'property damage"
leased to you.
y
or "personal and advertising
(2)
With respect to the insurance afforded
injury" arising out of operations
to these additional insureds, this
performed for the state or
insurance does not apply to:
municipality; or
(a) Any "occurrence" which takes
(b) "Bodily injury" or "property damage"
place after you cease to lease that
included within the "products -
land or be a tenant in that
completed operations hazard".
premises; or
f. Any Other Party
(b) Structural alterations, new
(1) Any other person or organization who
construction or demolition
is not an insured under Paragraphs a.
operations performed by or on
through e. above, but only with
behalf of such person or
respect to liability for "bodily injury",
organization.
"property damage" or "personal and
d. Architects, Engineers Or Surveyors
advertising injury" caused, in whole or
(1)
Any architect, engineer, or surveyor, but
in part, by your acts or omissions or
only with respect to liability for "bodily
the acts or omissions of those acting
injury", "property damage" or "personal
on your behalf:
and advertising injury" caused, in whole
(a) In the performance of your
or in part, by your acts or omissions or
ongoing operations;
the acts or omissions of those acting on
b
() In connection with your premises
Y our behalf:
owned by or rented to you; or
(a) In connection with your premises;
(c) In connection with "your work" and
or
included within the "products-
(b) In the performance of your
completed operations hazard", but
ongoing operations performed by
only if
you or on your behalf.
('i ) The written contract or written
(2)
With respect to the insurance afforded
agreement requires you to
to these additional insureds, the
provide such coverage to
following additional exclusion applies:
such additional insured; and
This insurance does not apply to
(ii) This Coverage Part provides
"bodily injury", "property damage" or
coverage for "bodily injury" or
"personal and advertising injury"
"property damage" included
arising out of the rendering of -or the
within the "products -
failure to render any professional
completed operations hazard".
services by or for you, including:
(2)- With respect to the insurance afforded
(a) The preparing, approving, or
to these additional insureds, this
failure to prepare or approve,
insurance does not apply to:
maps, shop drawings, opinions,
"Bodily injury", "property damage" or
reports, surveys, field orders,
"personal and advertising injury"
change orders, designs or
arising out of the rendering of, or the
drawings and specifications; or
failure to render, any professional
(b) Supervisory, inspection,
architectural, engineering or surveying
architectural or engineering
services, including:
activities.
Form SS 00 08 04 05 Page 13 of 24
BUSINESS LIABILITY COVERAGE FORM
(a) The preparing, approving, or
failure to prepare or approve,
maps, shop drawings, opinions,
reports, surveys, field orders,
change orders, designs or
drawings and specifications; or
(b) Supervisory, inspection,
architectural or engineering
activities.
The limits of insurance that apply to additional
insureds are described in Section D. — Limits
Ofinsurance.
How this insurance applies when other
insurance is available to an additional insured
is described in the Other Insurance Condition
in Section E. — Liability And Medical Expenses
General Conditions.
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.
D. LIABILITY AND MEDICAL EXPENSES
LIMITS OF INSURANCE
1. The Most We Will Pay
The Limits of Insurance shown in the
Declarations and the rules below fix the most
we will pay regardless of the number of:
a. Insureds;
b. Claims made or "suits" brought; or
c. Persons or organizations making claims or
bringing "suits".
2. Aggregate Limits
The most we will pay for:
a. Damages because of "bodily injury" and
"property damage" included in the
"products -completed operations hazard" is
the Products -Completed Operations
Aggregate Limit shown in the
Declarations.
b. Damages because of all other "bodily
injury", "property damage" or "personal
and advertising injury", including medical
expenses, is the General Aggregate Limit
shown in the Declarations.
This General Aggregate Limit applies
separately to each of your "locations"
owned by or rented to you.
"Location" means premises involving the
same or connecting lots, or premises
whose connection is interrupted only by a
street, roadway or right-of-way of a
railroad.
This General Aggregate limit does not
apply to "property damage" to premises
while rented to you or temporarily
occupied by you with permission of the
owner, arising out of fire, lightning or
explosion.
3. Each Occurrence Limit
Subject to 2.a. or 2.b above, whichever
applies, the most we will pay for the sum of all
damages because of all "bodily injury",
"property damage" and medical expenses
arising out of any one 'occurrence" is the
Liability and Medical Expenses Limit shown in
the Declarations.
The most we will pay for all medical expenses
because of "bodily injury" sustained by any
one person is the Medical Expenses Limit
shown in the Declarations.
4. Personal And Advertising Injury Limit
Subject to 2.b. above, the most we will pay for
the sum of all damages because of all
"personal and advertising injury" sustained by
any one person or organization is the Personal
and Advertising Injury Limit shown in the
Declarations.
5. Damage To Premises Rented To You Limit
The Damage To Premises Rented To You
Limit is the most we will pay under Business
Liability Coverage for damages because of
"property damage" to any one premises, while
rented to you, or in the case of damage by fire,
lightning or explosion, while rented to you or
temporarily occupied by you with permission of
the owner.
In the case of damage by fire, lightning or
explosion, the Damage to Premises Rented To
You Limit applies to all damage proximately
caused by the same event, whether such
damage results from fire, lightning or explosion
or any combination of these.
6. How Limits Apply To Additional Insureds
The most we will pay on behalf of a person or
organization who is an additional insured
under this Coverage Part is the lesser of:
a. The limits of insurance specified in a
written contract, written agreement or
permit issued by a state or political
subdivision; or
b. The Limits of Insurance shown in the
Declarations.
Such amount shall be a part of and not in
addition to the Limits of Insurance shown in
the Declarations and described in this Section.
Page 14 of 24 Form SS 00 08 04 05