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AG 22-010 - BRIGHT ENGINEERING, INCRETURN TO: PW ADMIN EXT: 2700 ID #: 4328 CITY OF FEDERAL WAY LAW DEPARTMENT ROUTING FORM 1. ORIGINATINGDEPT/DIV: PUBLIC WORKS/ Development Services 2. ORIGINATING STAFF PERSON: Cole Elliott EXT: 2730 3. DATE REQ. BY; 11 /30/2023 .3. TYPE OF DOCUMENT (CHECK ONE): ❑ CONTRACTOR SELECTION DOCUMENT (E.G., RFB, RFP, RFQ) ❑ PUBLIC WORKS CONTRACT ❑ SMALL OR LIMITED PUBLIC WORKS CONTRACT ❑ PROFESSIONAL SERVICE AGREEMENT ❑ MAINTENANCE AGREEMENT ❑ GOODS AND SERVICE AGREEMENT ❑ HUMAN SERVICES / CDBG ❑ REAL ESTATE DOCUMENT ❑ SECURITY DOCUMENT (E.G. BOND RELATED DOCUMENTS) ❑ ORDINANCE ❑ RESOLUTION 0 CONTRACT AMENDMENT (AG#): 22-1 0 ❑ INTERLOCAL ❑ OTHER 4. PROJECT NAME: -On -Call Professional Consulting Services 5. NAMEOFCONTRACTOR: Bright Engineering, Inc. ADDRESS: 1809 7th Ave Suite 1100, Seattle, WA 98101 TELEPHONE:206-625-3777 E-MAIL: ab0briahtena.com FAX: SIGNATURE NAME: Ade Bright TITLE: ,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 # , EXP. _/ /_ 7. TERM: COMMENCEMENT DATE: COMPLETION DATE: 12/31 /2025 8. TOTAL COMPENSATION: $ 100,000.00 (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 ❑ PURCHASING: PLEASE CHARGE TO: PO 070381 9. DOCUMENT / CONTRACT REVIEW INITIAL / DATE REVIEWED INITIAL / DATE APPROVED 6 PROJECT MANAGER CE 11/06/2023 6 DIVISION MANAGER CE 11/06/2023 8 DEPUTY DIRECTOR DSW 1 V14/23 A DIRECTOR- ❑ RISK MANAGEMENT (IF APPLICABLE) 8 LAW DEPT TMW 11/15/23 10. COUNCIL APPROVAL (IF APPLICABLE) SCHEDULED COMMITTEE DATE: COMMITTEE APPROVAL DATE: SCHEDULED COUNCIL DATE: COUNCIL APPROVAL DATE: 11. CONTRACT SIGNATURE ROUTING ❑ SENT TO VENDOR/CONTRACTOR DATE SENT: 11/15/23 DATE REC,D: 12/18/23 ❑ ATTACH: SIGNATURE AUTHORITY, INSURANCE CERTIFICATE, LICENSES, EXHIBITS ❑ CREATE ELECTRONIC REMINDER/NOTIFICATION FOR I MONTH PRIOR TO EXPIRATION DATE (INCLUDE DEPT. SUPPORT STAFF IF NECESSARY AND FEEL FREE TO SET NOTIFICATION MORE THAN A MONTH IN ADVANCE IF COUNCIL APPROVAL IS NEEDED.) INITIAL / DATE SIGNED ❑ FINANCE DEPARTMENT jk LAW DEPT MOSTMATORY (MAYOR OR DIRECTOR) ❑ CITY CLERK Iq b ❑ ASSIGNED AG # AG# r a-OtO12� ❑ SIGNED COPY RETURNED DATE SENT: i o7. Flo a COMMENTS: EXECUTE " " ORIGINALS IP070 CITY OF CITY HALL Fe d e ra 1 Wa 33325 8th Avenue South 40ftb,�Federal Way, WA 98003-6325 (253)835-7000 www cifyotfederalway com AMENDMENT NO. 1 TO PROFESSIONAL SERIVCES AGREEMENT FOR ON -CALL PROFESSIONAL CONSULTING SERVICES This Amendment ("Amendment No. 1) is made between the City of Federal Way, a Washington municipal corporation ("City"), and Bright Engineering, 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 On -Call Professional Consulting Services ("Agreement") dated effective January 18, 2022 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, 2025 ("Amended Term"). 2. 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 Amended 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. 3. 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 - 4/2023 CITY OF CITY HALL A Federal 1�11ay Feder l Avenue South003 Federal Way, WA 98003-6325 (253) 835-7000 www cityoffederalway com IN WITNESS, the Parties execute this Agreement below, effective the last date written below. CITY OF FEDERAL WAY: DATE: . 9 11 Y2�� BRIGHT ENGINEERING, INC.: By: Printed Name: Ade J. Bright. P.E. Title: Principal Date: 12— — / Zi —�1�Z STATE OF WASHINGTON ) ATTEST: qwh&4� ocwtal:," Wphhnie Courtney, CMC, Ci �Plerk AP ROVJ ED AS TO FORM: P1 Try —an Call, City Atto ) ss. COUNTY OF ) On this day personally appeared before me Ade J. Bright. P.E., to me known to be the Principal of Bright En ing eering Inc. that executed the within and 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 or 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 � ��� " L�--r , 20,:S STl1 Notary's signature �iw�,,•4kkx 42•.,, Notary's printed name Notary Public in and for the State qf W shington. 144TARy My commission expires dS PUBLtc 7Expee- �Ir.. IFF` 1AIAL'►� a� AMENDMENT - 2 - 4/2023 CRY OF �- Federal Way EXHIBIT B-1 ADDITIONAL COMPENSATION CITY HALL 33325 8th Avenue South Federal Way, WA 98003-6325 (253) 835-7000 www cifyoffederalway com 1. Total Compensation: In return for the Services, the City shall pay the Contractor an additional amount not to exceed Fifty Thousand and No/100 Dollars ($50,000.00). The total amount payable to Contractor pursuant to the original Agreement, all previous Amendments, and this Amendment shall be an amount not to exceed One Hundred Thousand and No/l00 Dollars ($100,000.00). 2. Method of Compensation: In consideration of the Contractor performing the Services, the City agrees to pay the Contractor an amount calculated on the basis of the hourly labor charge rate schedule for Contractor's personnel as shown below: Bright Engineering, Inc. 2024 Billing Rates Principal/Project Manager $ 272.50 Senior Structural Engineer $ 250.75 Engineer $ 129.25 Structural Engineer -in -Training $ 98.75 Admin/CADD $ 109.25 AMENDMENT - 3 - 4/2023 11 /14/23, 2:35 PM Corporations and Charities System BUSINESS INFORMATION Business Name: BRIGHT ENGINEERING, INC. UBI Number: 601 791 131 Business Type: WA PROFIT CORPORATION Business Status: ACTIVE Principal Office Street Address: 1809 7TH AVE STE 1100, SEATTLE, WA, 98101-1381, UNITED STATES Principal Office Mailing Address: 1809 7TH AVE STE 1100, SEATTLE, WA, 98101-1381, UNITED STATES Expiration Date: 05/31/2024 Jurisdiction: UNITED STATES, WASHINGTON Formation/ Registration Date: 05/15/1997 Period of Duration: PERPETUAL Inactive Date: Nature of Business: PROFESSIONAL, SCIENTIFIC & TECHNICAL SERVICES REGISTERED AGENT INFORMATION Registered Agent Name: ADE J BRIGHT Street Address: 1809 7TH AVE STE 1100, SEATTLE, WA, 98101-1381, UNITED STATES Mailing Address: GOVERNORS Title GOVERNOR Governors Type INDIVIDUAL Entity Name First Name ADE Last Name BRIGHT https://ccfs.sos.wa.gov/#/BusinessSearch/Businessinformation 1/1 11/14/23, 2:31 PM Washington State Department of Revenue Washington State Department of Revenue < Business Lookup License Information: Entity name: BRIGHT ENGINEERING, INC. Business BRIGHT ENGINEERING INC name: Entity type: Profit Corporation UBI #: 601-791-131 Business ID: 001 Location ID: 0004 Location: Active Location address: Mailing address: 1809 7TH AVE STE1100 SEATTLE WA 98101-1381 1809 7TH AVE STE1100 SEATTLE WA 98101-1381 Excise tax and reseller permit status: Click here Secretary of State status: Click here Endorsements Endorsements held a License # Count De: v ; https://secure.dor.wa.gov/gteunauth/—/*3 New search Back to results Status Expiratior First issua 1/3 11/14/23, 2:31 PM Washington State Department of Revenue Endorsements held i License # Count Details Status Expiration First issua Federal Way General Business - Non -Resident Olympia General 41736 Business - Non - Resident Active May-31-2 Jul-09-20; Active May-31-2 Oct-26-2( Governing People May include governing people not registered with Secretary of State Governing people Title BRIGHT, AIDE Registered Trade Names Registered trade names Status BEI Active BRIGHT ENGINEERING Active INC. First issued May-15-1997 Jul-03-2013 View Additional Locations The Business Lookup information is updated nightly. Search date and time: 11/14/2023 2:31:49 PM https://secure.dor.wa.gov/gteunauth/_/#3 2/3 11/14/23, 2:31 PM Washington State Department of Revenue Contact us How are we doing? Take our survey! Don't see what you expected? Check if your browser is supported https://secure.dor.wa.gov/gteunauth/_/#3 3/3 RETURN TO: PW ADMIN EXT: 2700 ID #: 4028 CITY OF FEDERAL WAY LAW DEPARTMENT ROUTING FORM 1. ORIGINATING DEPT/DIv: PUBLIC WORKS / Development Services 2. ORIGINATING STAFF PERSON: Cole Elliott, PE EXT: 2730 3. DATE REQ. BY: 12/13/2021 3. TYPE OF DOCUMENT (CHECK ONE): ❑ CONTRACTOR SELECTION DOCUMENT (E.G., RFB, RFP, RFQ) ❑ PUBLIC WORKS CONTRACT ❑ SMALL OR LIMITED PUBLIC WORKS CONTRACT p PROFESSIONAL SERVICE AGREEMENT ❑ MAINTENANCE AGREEMENT ❑ GOODS AND SERVICE AGREEMENT ❑ HUMAN SERVICES / CDBG ❑ REAL ESTATE DOCUMENT ❑ SECURITY DOCUMENT (E.G. BOND RELATED DOCUMENTS) ❑ ORDINANCE ❑ RESOLUTION ❑ CONTRACT AMENDMENT (AG#): ❑ INTERLOCAL ❑ OTHER 4. PROJECTNAME:On-Call Professional Consulting Services 5. NAME OF CONTRACTOR: Bright Engineering, Inc ADDRESS: 1809 7th Avenue. Suite 1100, Seattle. WA 98101 E-MAIL: ab(ftrightena.com SIGNATURE NAME: TELEPHONE: FAX: 206-f TITLE: 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 # , EXP. _/_/ 7. TERM: COMMENCEMENT DATE: TB COMPLETION DATE: 12/31 /23 8. TOTAL COMPENSATION: $ 50,000 (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: S IS SALES TAX OWED: ❑ YES ❑ NO IF YES, .$ PAID BY: ❑ CONTRACTOR ❑ CITY RETAINAGE: RETAINAGE AMOUNT: o RETAINAGE AGREEMENT (SEE CONTRACT) OR ❑ RETAINAGE BOND PROVIDED ❑ PURCHASING: PLEASE CHARGE To- 101-4200-220-543-30-411 9. DOCUMENT / CONTRACT REVIEW 8 PROJECT MANAGER 8 DIVISION MANAGER 8 DEPUTY DIRECTOR 11 DIRECTOR ❑ RISK MANAGEMENT (IF APPLICABLE) 8 LAW DEPT 10. COUNCIL APPROVAL (IF APPLICABLE) 11. CONTRACT SIGNATURE ROUTING INITIAL / DATE REVIEWED INITIAL / DATE APPROVED CE 12/2/2021 CE 12/2/2021 DSW 1213121 KVA 12/15/2021 SCHEDULED COMMITTEE DATE: SCHEDULED COUNCIL DATE: COMMITTEE APPROVAL DATE: COUNCIL APPROVAL DATE: ❑ SENT TO VENDOR/CONTRACTOR DATE SENT: 12/16/21 DATE REC' D: 1/12/22 ❑ 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 LAW DEPT S SIGNATORY (MAYOR OR DIRECTOR) A CITY CLERK ❑ ASSIGNED AG # ❑ SIGNED COPY RETURNED COMMENTS: EXECUTE,, " ORIGINALS 1keg AG# 2- 10 DATE SENT: 1/26/22 1 /2020 CITY OF ,AN Federal Way CITY HALL 33325 Sth Avenue South Federal Way, WA 98003-6325 (253) 835-7000 www.. cityoffederah my. com PROFESSIONAL SERVICES AGREEMENT FOR ON -CALL PROFESSIONAL CONSULTING SERVICES This Professional Services Agreement ("Agreement") is made between the City of Federal Way, a Washington municipal corporation ("City"), and Bright Engineering, 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: BRIGHT ENGINEERING, INC.: Ade Bright 1809 7th Ave, Suite 1100 Seattle, WA 98101 206-625-3777 (telephone) 206-625-1851 (facsimile) The Parties agree as follows: CITY OF FEDERAL WAY: Cole Elliott, PE 33325 8th Avenue South Federal Way, WA 98003-6325 (253) 835-2730 (telephone) (253) 835-2709 (facsimile) 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, 2023 ("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 CITY OF CITY HALL Fe d e ra 1 �I�la 8th Avenue South Feder y Federal Way, WA 98003-6325 (253) 835-7000 www. ci"ffedera l way. 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 Cite 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 South Federal WayFeder 8th Avenue 8003 Federal Way, WA 98003-6325 (253) 835-7000 www. ci"f ederalwey.corn 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 Liability. Contractor's maintenance of insurance as required by this Agreement shall not be construed to limit the liability of the Contractor to the coverage provided by such insurance, or otherwise limit the City's recourse to any remedy available at law or in equity. The Contractor's insurance coverage shall be primary insurance with respect to the City. Any insurance, self-insurance, or insurance pool coverage maintained by the City shall be excess of the Contractor's insurance and shall not contribute with Contractor's insurance. 6.3. Additional Insured. Verification. The City shall be named as additional insured on all commercial general liability insurance policies. Concurrent with the execution of this Agreement, Contractor shall provide certificates of insurance for all commercial general liability policies attached hereto as Exhibit C and incorporated by this reference. At the City's request, Contractor shall furnish the City with copies of all insurance policies and with evidence of payment of premiums or fees of such policies. If Contractor's insurance policies are "claims made," Contractor shall be required to maintain tail coverage for a minimum period of three (3) years from the date this Agreement is terminated or upon project completion and acceptance by the City. 6.4 Survival. The provisions of this Section shall survive the expiration or termination of this Agreement. 7. CONFIDENTIALITY. All information regarding the City obtained by Contractor in performance of this Agreement shall be considered confidential and subject to applicable laws. Breach of confidentiality by the Contractor may be grounds for immediate termination. All records submitted by the City to the Contractor will be safeguarded by the Contractor. The Contractor will fully cooperate with the City in identifying, assembling, and providing records in case of any public records request. 8. WORK PRODUCT. All originals and copies of work product, including plans, sketches, layouts, designs, design specifications, records, files, computer disks, magnetic media, or material that may be produced or modified by Contractor while performing the Services shall belong to the City upon delivery. The Contractor shall make such data, documents, and files available to the City and shall deliver all needed or contracted for work product upon the City's request. At the expiration or termination of this Agreement, all originals and copies of any such work product remaining in the possession of Contractor shall be delivered to the City. 9. BOOKS AND RECORDS. The Contractor agrees to maintain books, records, and documents which sufficiently and properly reflect all direct and indirect costs related to the performance of the Services specified in this Agreement, and maintain such accounting procedures and practices as may be deemed necessary by the City to assure proper accounting of all funds paid pursuant to this Agreement. These records shall be subject, at all reasonable times, to inspection, review, or audit by the City, its authorized representative, the State Auditor, or other governmental officials authorized by law to monitor this Agreement. PROFESSIONAL SERVICES AGREEMENT - 3 - Rev. 7/2021 CITY OF CITY HALL Federal �� Feder l Avenue South 8003 Y Federal Way, WA 98003-6325 (253) 835-7000 www. ci"ffederahvey. 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 EMPLOYTR. 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 ,SCITY OF �� Federal Way CITY HALL 33325 8th Avenue South Federal Way, WA 98003-6325 (253) 835-7000 www.cityoffederalway.com 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 Coml2liance. with Laws. The Contractor shall comply with and perform the Services in accordance with all applicable federal, state, local, and city laws including, without limitation, all City codes, ordinances, resolutions, regulations, rules, standards and policies, as now existing or hereafter amended, adopted, or made effective. If a violation of the City's Ethics Resolution No. 91-54, as amended, occurs as a result of the formation or performance of this Agreement, this Agreement may be rendered null and void, at the City's option. 13.4 Enforcement. Time is of the essence in this Agreement and each and all of its provisions in which performance is a factor. Adherence to completion dates set forth in the description of the Services is essential to the Contractor's performance of this Agreement. Any notices required to be given by the Parties shall be delivered at the addresses set forth at the beginning of this Agreement. Any notices may be delivered personally to the addressee of the notice or may be deposited in the United States mail, postage prepaid, to the address set forth above. Any notice so posted in the United States mail shall be deemed received three (3) days after the date of mailing. Any remedies provided for under the terms of this Agreement are not intended to be exclusive, but shall be cumulative with all other remedies available to the City at law, in equity, or by statute. The failure of the City to insist upon strict performance of any of the covenants and agreements contained in this Agreement, or to exercise any option conferred by this Agreement in one or more instances shall not be construed to be a waiver or relinquishment of those covenants, agreements or options, and the same shall be and remain in full force and effect. Failure or delay of the City to declare any breach or default immediately upon occurrence shall not waive such breach or default. Failure of the City to declare one breach or default does not act as a waiver of the City's right to declare another breach or default. This Agreement shall be made in, governed by, and interpreted in accordance with the laws of the State of Washington. If the Parties are unable to settle any dispute, difference or claim arising from this Agreement, the exclusive means of resolving that dispute, difference, or claim, shall be by filing suit under the venue, rules, and jurisdiction of the King County Superior Court, King County, Washington, unless the parties agree in writing to an alternative process. If the King County Superior Court does not have jurisdiction over such a suit, then suit may be filed in any other appropriate court in King County, Washington. Each party consents to the personal jurisdiction of the state and federal courts in King County, Washington and waives any objection that such courts are an inconvenient forum. If either Party brings any claim or lawsuit arising from this Agreement, each Party shall pay all its legal costs and attorney's fees and expenses incurred in defending or bringing such claim or lawsuit, including all appeals, in addition to any other recovery or award provided by law; however, nothing in this paragraph shall be construed to limit the Parties' rights to indemnification under Section 5 of this Agreement. 13.5 Execution. Each individual executing this Agreement on behalf of the City and Contractor represents and warrants that such individual is duly authorized to execute and deliver this Agreement. This Agreement may be executed in any number of counterparts, each of which shall be deemed an original and with the same effect as if all Parties hereto had signed the same document. All such counterparts shall be construed together and shall constitute one instrument, but in making proof hereof, it shall only be necessary to produce one such counterpart. The signature and acknowledgment pages from such counterparts may be assembled together to form a single instrument comprised of all pages of this Agreement and a complete set of all signature and acknowledgment pages. The date upon which the last of all of the Parties have executed a counterpart of this Agreement shall be the "date of mutual execution" hereof. [Signature page follows] PROFESSIONAL SERVICES AGREEMENT - 5 - Rev. 7/2021 CITY OF CITY HALL Federal Wa Sth Avenue South � FederFeder al Way, WA 98003-6325 (253) 835-7000 www. otyoffederalway. com IN WITNESS, the Parties execute this Agreement below, effective the last date written below. CITY OF FEDERAL WAY: jZ eff , Mayor DATE: BRIGHT ENGINEERING, INC.: r By: Ade Bright, PE SE Principal DATE: /' 7, STATE OF WASHINGTON ) ATTEST: Nv6tt� &A-W� S 1inie Courtney, CMC, 'i v Clerk APPROVED AS TO FORM: •f•Ryan all City Attorney ss. COUNTY OF _T-" n ) I On is day personally appeared before to �r 1 to me known to be the �f'�Y' C / t'� f of p , 5�' i' 4 �1 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 Lr7 tday of '� , 20A. Notary's signature DENNIS CONNORS Notary's printed name n4 [Or, Or, , Notary Public Notary Public in and for the , late of Washington. state of Washington My commission expires lI27/v2 3 Commission # 20102255 My Comm. Expires Dec 27, 2023 PROFESSIONAL SERVICES AGREEMENT - 6 - Rev. 7/2021 CRY or CITY HALL Federal Wa 8th Avenue South Feder y Federal Way, WA 98003-6325 (253) 835-7000 www. &Wf(edara&my_ com EXHIBIT A SERVICES The Contractor shall do or provide the following: Provide On -Call Plan Review and Structural Inspection services to the City, as requested by the City. Services may include a wide range of structural services for traffic, transportation, storm drainage or other related City services. Upon identification of a task by the City, the Contractor will prepare a Scope of Services, Budget, and Schedule to perform the task assignment, to be negotiated and agreed to by both parties. Services shall be performed within agreed budget and schedule. The City is not obligated to assign any specific number of tasks to the Contractor, and the Parties' obligation hereunder are limited to the tasks assigned in writing. Typical services that may be requested under this Agreement include, but are not limited to, the following: Review and approve engineering plans and reports for private developments including: commercial sites, multi -family sites, and residential developments. Engineering plans and reports may include: underground vaults, retaining walls, damaged structure inspections, and facility condition assessments. PROFESSIONAL SERVICES AGREEMENT - 7 - Rev. 7/2021 CITY OF CITY HALL Federal 11'Va 8th Avenue South Feder y Federal Way, WA 98003-6325 AN (253) 835-7000 www.atW federa1my.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 No/100 Dollars ($50,000.00). 2. Method of Compensation: In consideration of the Contractor performing the Services, the City agrees to pay the Contractor an amount, calculated on the basis of the hourly labor charge rate schedule for Contractor's personnel as shown below. Rate Lead Structural Engineer $247.25 Senior Structural Engineer $227.50 Structural Engineer in Training $117.25 Admin/CADD $97.60 The above are all-inclusive hourly billing rates for any personnel that may work on this project. There are no other direct charges applicable to the above rates. Reimbursable Expenses The actual customary and incidental expenses incurred by Contractor in performing the Services including mileage (per Federal mileage rates at the time incurred), and other reasonable costs; provided, however, that such costs shall be deemed reasonable in the City's sole discretion and shall not exceed Five Thousand and no/100 Dollars ($5,000.00). PROFESSIONAL SERVICES AGREEMENT - 8 - Rev. 7/2021 r_lipnt#- 12AANA RRIrHFNP ACORD,. CERTIFICATE OF LIABILITY INSURANCE DATE (MMIDDNYYY) 1/17/2022 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must have ADDITIONAL INSURED provisions or be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer any rights to the certificate holder in lieu of such endorsement(s). PRODUCER CONTACTNAME: Please see below USI Insurance Services LLC PHONE 877 678-5842 610-362-8530 A/C No. Ext : A/C, No : 601 Union Street, Suite 1000 EMIL ADDRESS: Select@usi.com Seattle, WA 98101 INSURER(S) AFFORDING COVERAGE NAIC # 206 441-6300 INSURER A: Hartford Casualty Insurance Company 29424 INSURED INSURER B : Travelers Casualty & Surety Co. of Amer 31194 Bright Engineering, Inc. 1809 7th Ave, Suite 1100 INSURER C Seattle, WA 98101-1381 INSURER D — INSURER E INSURER F COVERAGES CERTIFICATE NUMBER: REVISION NUMBER: THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY 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. NTYPE OF INSURANCE NSR '1.WVD POLICY NUMBER MMlDCY E F MMIDCY E% LIMITS A X COMMERCIAL GENERAL LIABILITY X X 52SBWPY8546 '11104/2021 11/04/2022 EACHGOEC7CUURRENCE s2,000,000 CLAIMS -MADE u OCCUR RMJJ EWIo D n� $11 0001 000 GEN'L AGGREGATE LIMIT APPLIES PER: PRO - POLICY X1 JECT LOC OTHER: A AUTOMOBILE LIABILITY ANY AUTO OWNED SCHEDULED AUTOS ONLY AUTOS HIRED NON -OWNED AUTOS ONLY X AUTOS ONLY UMBRELLA LIAB OCCUR EXCESS LIAB HCLAIMS-MADE. X f X 152SBWPY8546 DED I I RETENTION $ _ A WORKERS COMPENSATION X 52SBWPY8546 AND EMPLOYERS' LIABILITY ANY PROPRIETOR/PARTNERIEXECUTIVE Y / N (WA STOP GAP) OFFICER/MEMBER EXCLUDED? � N / A (Mandatory in NH) If yes, describe under B Professional Liability 105520943 MEDEXP (Any oneperson) $1 PERSONAL & ADV INJURY $ 2 GENERAL AGGREGATE $4 PRODUCTS - COMP/OPAGG $4 1/04/2021 11/04/202 Ma=deM) LE LIMIT $2 BODILY INJURY (Per person) $ BODILY INJURY (Per accident) $ PROPERTY DAMAGE Par accident $ EACH OCCURRENCE $ AGGREGATE $ 1/04/2021 11/04/202 PER X OTH- E.L. EACH ACCIDENT $1 E.L. DISEASE - EA EMPLOYEE $1 E.L. DISEASE - POLICY LIMIT $1 1/04/2021 11/04/2022' $1,000,000 per claim $2,000,000 annl aggr. DESCRIPTION OF OPERATIONS I LOCATIONS / VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached If more space Is required) RE: BEI #238.04, On -call Structural and Stormwater Services. The General Liability and Automobile Liability policies include an automatic Additional Insured endorsement that provides Additional Insured status to City of Federal Way - Public Works, only when there is a written contract that requires such status, and only with regard to work performed by or on behalf of the named insured. The General Liability and Automobile Liability policies contain a special endorsement with Primary and Noncontributory wording, when required by written contract. ULK I IFIL:A I In MULUtlt City of Federal Way Public Works SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE y y - THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN Attn: Christy Tollefson ACCORDANCE WITH THE POLICY PROVISIONS. 33325 8th Avenue S Federal Way, WA 98003 AUTHORIZED REPRESENTATIVE q,6.4', ©1988-2015 ACORD CORPORATION. All rights reserved. ACORD 25 (2016/03) 1 of 1 The ACORD name and logo are registered marks of ACORD RC4d7119 R74/M'lAnoa zan IYC7P This page has been left blank intentionally. BUSINESS LIABILITY COVERAGE FORM POLICY: 52SBWPY8546 Form SS 00 08 04 05 © 2005, The Hartford 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 (f) 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 you, have been labeled including all persons or organizations added or relabeled used a as additional insureds under the specific container, part orr ingredient oof f 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 damage" arising out of the sole Any person(s) or organization(s) (referred to 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 course of business, in This insurance does not apply to: 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 with respect to their liability for "bodily (c) Any physical or chemical change injury", "property 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 This Paragraph f. applies separately to you and any additional insured. 3. Financial Responsibility Laws a. When this policy is certified as proof of financial responsibility for the future under the provisions of any motor vehicle financial responsibility law, the insurance provided by the policy for "bodily injury" liability and "property damage" liability will comply with the provisions of the law to the extent of the coverage and limits of insurance required by that law. b. With respect to "mobile equipment" to which this insurance applies, we will provide any liability, uninsured motorists, underinsured motorists, no-fault or other coverage required by any motor vehicle law. We will provide the required limits for those coverages. 4. Legal Action Against Us No person or organization has a right under this Coverage Form: a. To join us as a party or otherwise bring us into a "suit" asking for damages from an insured; or b. To sue us on this Coverage Form unless all of its terms have been fully complied with. A person or organization may sue us to recover on an agreed settlement or on a final judgment against an insured; but we will not be liable for damages that are not payable under the terms of this insurance or that are in excess of the applicable limit of insurance. An agreed settlement means a settlement and release of liability signed by us, the insured and the claimant or the claimant's legal representative. 5. Separation Of Insureds Except with respect to the Limits of Insurance, and any rights or duties specifically assigned in this policy to the first Named Insured, this insurance applies: a. As if each Named Insured were the only Named Insured; and b. Separately to each insured against whom a claim is made or "suit" is brought. 6. Representations a. When You Accept This Policy By accepting this policy, you agree: (1) The statements in the Declarations are accurate and complete; (2) Those statements are based upon representations you made to us; and (3) We have issued this policy in reliance upon your representations. b. Unintentional Failure To Disclose Hazards If unintentionally you should fail to disclose all hazards relating to the conduct of your business at the inception date of this Coverage Part, we shall not deny any coverage under this Coverage Part because of such failure. 7. Other Insurance If other valid and collectible insurance is available for a loss we cover under this Coverage Part, our obligations are limited as follows: a. Primary Insurance This insurance is primary except when b. below applies. If other insurance is also primary, we will share with all that other insurance by the method described in c. below. b. Excess Insurance This insurance is excess over any of the other insurance, whether primary, excess, contingent or on any other basis: (1) Your Work That is Fire, Extended Coverage, Builder's Risk, Installation Risk or similar coverage for "your work"; (2) Premises Rented To You That is fire, lightning or explosion insurance for premises rented to you or temporarily occupied by you with permission of the owner; (3) Tenant Liability That is insurance purchased by you to cover your liability as a tenant for "property damage" to premises rented to you or temporarily occupied by you with permission of the owner; (4) Aircraft, Auto Or Watercraft If the loss arises out of the maintenance or use of aircraft, "autos" or watercraft to the extent not subject to Exclusion g. of Section A. — Coverages. (5) Property Damage To Borrowed Equipment Or Use Of Elevators If the loss arises out of "property damage" to borrowed equipment or the use of elevators to the extent not subject to Exclusion k. of Section A. — Coverages. Page 16 of 24 Form SS 00 08 04 05 BUSINESS LIABILITY COVERAGE FORM (6) When You Are Added As An Additional Insured To Other Insurance That is other insurance available to you covering liability for damages arising out of the premises or operations, or products and completed operations, for which you have been added as an additional insured by that insurance; or (7) When You Add Others As An Additional Insured To This Insurance That is other insurance available to an additional insured. However, the following provisions apply to other insurance available to any person or organization who is an additional insured under this Coverage Part: (a) Primary Insurance When Required By Contract This insurance is primary if you have agreed in a written contract, written agreement or permit that this insurance be primary. If other insurance is also primary, we will share with all that other insurance by the method described in c. below. (b) Primary And Non -Contributory To Other Insurance When Required By Contract If you have agreed in a written contract, written agreement or permit that this insurance is primary and non-contributory with the additional insured's own insurance, this insurance is primary and we will not seek contribution from that other insurance. Paragraphs (a) and (b) do not apply to other insurance to which the additional insured has been added as an additional insured. When this insurance is excess, we will have no duty under this Coverage Part to defend the insured against any "suit" if any other insurer has a duty to defend the insured against that "suit". If no other insurer defends, we will undertake to do so, but we will be entitled to the insured's rights against all those other insurers. When this insurance is excess over other insurance, we will pay only our share of the amount of the loss, if any, that exceeds the sum of: (1) The total amount that all such other insurance would pay for the loss in the absence of this insurance; and (2) The total of all deductible and self - insured amounts under all that other insurance. We will share the remaining loss, if any, with any other insurance that is not described in this Excess Insurance provision and was not bought specifically to apply in excess of the Limits of Insurance shown in the Declarations of this Coverage Part. c. Method Of Sharing If all the other insurance permits contribution by equal shares, we will follow this method also. Under this approach, each insurer contributes equal amounts until it has paid its applicable limit of insurance or none of the loss remains, whichever comes first. If any of the other insurance does not permit contribution by equal shares, we will contribute by limits. Under this method, each insurer's share is based on the ratio of its applicable limit of insurance to the total applicable limits of insurance of all insurers. 8. Transfer Of Rights Of Recovery Against Others To Us a. Transfer Of Rights Of Recovery If the insured has rights to recover all or part of any payment, including Supplementary Payments, we have made under this Coverage Part, 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. This condition does not apply to Medical Expenses Coverage. b. Waiver Of Rights Of Recovery (Waiver Of Subrogation) If the insured has waived any rights of recovery against any person or organization for all or part of any payment, including Supplementary Payments, we have made under this Coverage Part, we also waive that right, provided the insured waived their rights of recovery against such person or organization in a contract, agreement or permit that was executed prior to the injury or damage. Form SS 00 08 04 05 Page 17 of 24 12/3/21, 9:17 AM Corporations and Charities System BUSINESS INFORMATION Business Name: BRIGHT ENGINEERING, INC. UBI Number: 601 791 131 Business Type: WA PROFIT CORPORATION Business Status: ACTIVE Principal Office Street Address: 1809 7TH AVE STE 1100, SEATTLE, WA, 98101-1381, UNITED STATES Principal Office Mailing Address: 1809 7TH AVE STE 1100, SEATTLE, WA, 98101-1381, UNITED STATES Expiration Date: 05/31/2022 Jurisdiction: UNITED STATES, WASHINGTON Formation/ Registration Date: 05/15/1997 Period of Duration: PERPETUAL Inactive Date: Nature of Business: PROFESSIONAL, SCIENTIFIC & TECHNICAL SERVICES REGISTERED AGENT INFORMATION Registered Agent Name: ADE J BRIGHT Street Address: 1809 7TH AVE STE 1100, SEATTLE, WA, 98101-1381, UNITED STATES Mailing Address: GOVERNORS Title GOVERNOR Governors Type INDIVIDUAL Entity Name First Name ADE Last Name BRIGHT https:Hccfs.sos.wa.gov/#/BusinessSearch/Businessinformation 1 /1 12/3/21, 9:18 AM Washington State Department of Revenue \A/ashincg,ton State Depart-ment of Revenue < Business Lookup License Information: Entity name: BRIGHT ENGINEERING, INC. Business BRIGHT ENGINEERING INC name: Entity type: Profit Corporation UBI #: 601-791-131 Business ID: 001 Location ID: 0004 Location: Active Location address: 1809 7TH AVE STE 1100 SEATTLE WA 98101-1381 Mailing address: 1809 7TH AVE STE 1100 SEATTLE WA 98101-1381 Excise tax and reseller permit status: Click here Secretary of State status: Click here Endorsements Endorsements held a License # Count https://secure.dor.wa.gov/gteunauth/_/#4 New search Back to results Status Expiratioi First issua 4./3 12/3/21, 9:18 AM Washington State Department of Revenue Endorsements held a License # Count Details Status Federal Way General Business - Non -Resident Olympia General Business - Non - Resident 41736 Active Active Expiratioi First issua May-31-2 Jul-09-20, Oct-31-2( Oct-26-2( Governing People May include governing people not registered with Secretary of State Governing people BRIGHT, AIDE Registered Trade Names Registered trade names Status BEI Active BRIGHT ENGINEERING Active INC. First issued May-15-1997 Jul-03-2013 View Additional Locations The Business Lookup information is updated nightly. Search date and time: 12/3/2021 9:17:52 AM https:Hsecure.dor.wa.gov/gteunauth/-/#4 2/3 12/3/21, 9:18 AM Washington State Department of Revenue Contact us How are we doing? Take our survey! Don't see what you expected? Check if your browser is supported https://secure.dor.wa.gov/gteunauth/_/#4 3/3