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HomeMy WebLinkAboutPW17-147 - Original - Western Systems Inc - Controller Cabinets - 03/24/2017 Ka ecords ma ,­ WASHINOYON CONTRACT COVER SHEET This is to be completed by the Contract Manager prior to submission to City Clerks Office. All portions are to be completed. If you have questions, please contact City Clerk's Office. Vendor Name: Western Systems, Inc. Vendor Number: JD Edwards Number Contract Number: PWI -I " This is assigned by City Clerk's Office Project Name: Controller Cabinets Description: ❑ Interlocal agreement ❑ Change Order ❑ ,Amendment 0 Contract El Other )Z14 I F71 Contract Effective Date: Date of the Mayor's signature Termination Date: 8/31/17 Contract Renewal Notice (Days): Number of days required notice for termination or renewal or amendment Contract Manager: Mike Sorensen Department: Engineering Contract Amount: $158,622.47 Approval Authority: (CIRCLE ONE) Department Director Mayor CC�ityouncil Detail: (i.e. address, location, parcel number, tax id, etc.): Supply six traffic signal controller cabinets and plug-in electronic equipment. As of: 08/27/1.4 • -y 00,1:0*0��. KENT W�9 MIHOTOn GOODS & SERVICES AGREEMENT between the City of Kent and Western Systems, Inc. THIS AGREEMENT is made by and between the City of Kent, a Washington municipal corporation (hereinafter the "City"), and Western Systems, Inc. organized under the laws of the State of Washington, located and doing business at 1122 Industry St., Building B, Everett, WA 98203, Phone: (425) 438-1133, Contact: Robert Nims (hereinafter the "Vendor"). AGREEMENT I. DESCRIPTION OF WORK. Vendor shall provide the following goods and materials and/or perform the following services for the City: The Vendor shall supply six traffic signal controller cabinets and plug-in electronic equipment. For a description, see the Vendor's quote which is attached as Exhibit A and incorporated by this reference. Vendor acknowledges and understands that it is not the City's exclusive provider of these goods, materials, or services and that the City maintains its unqualified right to obtain these goods, materials, and services through other sources. II. TIME OF COMPLETION. Upon the effective date of this Agreement, Vendor shall complete the work and provide all goods, materials, and services by August 31, 2017. III. COMPENSATION. The City shall pay the Vendor an amount not to exceed One Hundred Fifty Eight Thousand, Six Hundred Twenty Two Dollars and forty seven cents ($158,622.47), including applicable Washington State Sales Tax, for the goods, materials, and services contemplated in this Agreement. The City shall pay the Vendor the following amounts according to the following schedule: The payment terms shall be net 30 days after delivery of each complete controller cabinet as described in the Vendor's quote. GOODS & SERVICES AGREEMENT - 1 (Over$20,000, including WSST) If the City objects to all or any portion of an invoice, it shall notify Vendor and reserves the option to only pay that portion of the invoice not in dispute. In that event, the parties will immediately make every effort to settle the disputed portion. A. Defective or Unauthorized Work. The City reserves its right to withhold payment from Vendor for any defective or unauthorized goods, materials or services. If Vendor is unable, for any reason, to complete any part of this Agreement, the City may obtain the goods, materials or services from other sources, and Vendor shall be liable to the City for any additional costs incurred by the City. "Additional costs" shall mean all reasonable costs, including legal costs and attorney fees, incurred by the City beyond the maximum Agreement price specified above. The City further reserves its right to deduct these additional costs incurred to complete this Agreement with other sources, from any and all amounts due or to become due the Vendor. B. Final Payment: Waiver of Claims. VENDOR'S ACCEPTANCE OF FINAL PAYMENT SHALL CONSTITUTE A WAIVER OF CLAIMS, EXCEPT THOSE PREVIOUSLY AND PROPERLY MADE AND IDENTIFIED BY VENDOR AS UNSETTLED AT THE TIME REQUEST FOR FINAL PAYMENT IS MADE. IV. INDEPENDENT CONTRACTOR. The parties intend that an Independent Contractor- Employer Relationship will be created by this Agreement. By their execution of this Agreement, and in accordance with Ch. 51.08 RCW, the parties make the following representations: A. The Vendor 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. B. The Vendor maintains and pays for its own place of business from which Vendor's services under this Agreement will be performed. C. The Vendor has an established and independent business that is eligible for a business deduction for federal income tax purposes that existed before the City retained Vendor's services, or the Vendor is engaged in an independently established trade, occupation, profession, or business of the same nature as that involved under this Agreement. D. The Vendor is responsible for filing as they become due all necessary tax documents with appropriate federal and state agencies, including the Internal Revenue Service and the state Department of Revenue. E. The Vendor has registered its business and established an account with the state Department of Revenue and other state agencies as may be required by Vendor's business, and has obtained a Unified Business Identifier (UBI) number from the State of Washington. F. The Vendor maintains a set of books dedicated to the expenses and earnings of its business. V. TERMINATION. Either party may terminate this Agreement, with or without cause, upon providing the other party thirty (30) days written notice at its address set forth on the signature block of this Agreement. VI. CHANGES. The City may issue a written amendment for any change in the goods, materials or services to be provided during the performance of this Agreement. If the Vendor determines, for any reason, that an amendment is necessary, Vendor must submit a written amendment request to the person listed in the notice provision section of this Agreement, section XIV(D), within fourteen (14) calendar days of the date Vendor knew or should have known of the facts and events giving rise to the requested change. If the City determines that the change increases or decreases the Vendor's costs or time for performance, the City will make an equitable adjustment. The City will attempt, in good faith, to reach GOODS & SERVICES AGREEMENT - 2 (Over$20,000, including WSST) agreement with the Vendor on all equitable adjustments. However, if the parties are unable to agree, the City will determine the equitable adjustment as it deems appropriate. The Vendor shall proceed with the amended work upon receiving either a written amendment from the City or an oral order from the City before actually receiving the written amendment. If the Vendor fails to require an amendment within the time allowed, the Vendor waives its right to make any claim or submit subsequent amendment requests for that portion of the contract work. If the Vendor disagrees with the equitable adjustment, the Vendor must complete the amended work; however, the Vendor may elect to protest the adjustment as provided in subsections A through E of Section VII, Claims, below. The Vendor accepts all requirements of an amendment by: (1) endorsing it, (2) writing a separate acceptance, or (3) not protesting in the way this section provides. An amendment that is accepted by Vendor as provided in this section shall constitute full payment and final settlement of all claims for contract time and for direct, indirect and consequential costs, including costs of delays related to any work, either covered or affected by the change. VII. CLAIMS. If the Vendor disagrees with anything required by an amendment, another written order, or an oral order from the City, including any direction, instruction, interpretation, or determination by the City, the Vendor may file a claim as provided in this section. The Vendor shall give written notice to the City of all claims within fourteen (14) calendar days of the occurrence of the events giving rise to the claims, or within fourteen (14) calendar days of the date the Vendor knew or should have known of the facts or events giving rise to the claim, whichever occurs first . Any claim for damages, additional payment for any reason, or extension of time, whether under this Agreement or otherwise, shall be conclusively deemed to have been waived by the Vendor unless a timely written claim is made in strict accordance with the applicable provisions of this Agreement. At a minimum, a Vendor's written claim shall include the information set forth in subsections A, items 1 through 5 below. FAILURE TO PROVIDE A COMPLETE, WRITTEN NOTIFICATION OF CLAIM WITHIN THE TIME ALLOWED SHALL BE AN ABSOLUTE WAIVER OF ANY CLAIMS ARISING IN ANY WAY FROM THE FACTS OR EVENTS SURROUNDING THAT CLAIM OR CAUSED BY THAT DELAY. A. Notice of Claim. Provide a signed written notice of claim that provides the following Information: 1. The date of the Vendor's claim; 2. The nature and circumstances that caused the claim; 3. The provisions in this Agreement that support the claim; 4. The estimated dollar cost, if any, of the claimed work and how that estimate was determined; and 5. An analysis of the progress schedule showing the schedule change or disruption if the Vendor is asserting a schedule change or disruption. B. Records. The Vendor shall keep complete records of extra costs and time incurred as a result of the asserted events giving rise to the claim. The City shall have access to any of the Vendor's records needed for evaluating the protest. The City will evaluate all claims, provided the procedures in this section are followed. If the City determines that a claim is valid, the City will adjust payment for work or time by an equitable adjustment. No adjustment will be made for an invalid protest. C. Vendor's Duty to Complete Protested Work. In spite of any claim, the Vendor shall proceed promptly to provide the goods, materials and services required by the City under this Agreement. GOODS & SERVICES AGREEMENT - 3 (Over$20,000, including WSST) D. Failure to Protest Constitutes Waiver. By not protesting as this section provides, the Vendor also waives any additional entitlement and accepts from the City any written or oral order (including directions, instructions, interpretations, and determination). E. Failure to Follow Procedures Constitutes Waiver. By failing to follow the procedures of this section, the Vendor completely waives any claims for protested work and accepts from the City any written or oral order (including directions, instructions, interpretations, and determination). VIII. LIMITATION OF ACTIONS. VENDOR MUST, IN ANY EVENT, FILE ANY LAWSUIT ARISING FROM OR CONNECTED WITH THIS AGREEMENT WITHIN 120 CALENDAR DAYS FROM THE DATE THE CONTRACT WORK IS COMPLETE OR VENDOR'S ABILITY TO FILE THAT SUIT SHALL BE FOREVER BARRED. THIS SECTION FURTHER LIMITS ANY APPLICABLE STATUTORY LIMITATIONS PERIOD. IX. WARRANTY. Vendor warrants that it will faithfully and satisfactorily perform all work provided under this Agreement in accordance with the provisions of this Agreement. In addition to any other warranty provided for at law or herein, this Agreement is additionally subject to all warranty provisions established under the Uniform Commercial Code, Title 62A, Revised Code of Washington. Vendor warrants goods are merchantable, are fit for the particular purpose for which they were obtained, and will perform in accordance with their specifications and Vendor's representations to City. The Vendor shall promptly correct all defects in workmanship and materials: (1) when Vendor knows or should have known of the defect, or (2) upon Vendor's receipt of notification from the City of the existence or discovery of the defect. In the event any part of the goods are repaired, only original replacement parts shall be used—rebuilt or used parts will not be acceptable. When defects are corrected, the warranty for that portion of the work shall extend for an additional year beyond the original warranty period applicable to the overall work. The Vendor shall begin to correct any defects within seven (7) calendar days of its receipt of notice from the City of the defect. If the Vendor does not accomplish the corrections within a reasonable time as determined by the City, the City may complete the corrections and the Vendor shall pay all costs incurred by the City in order to accomplish the correction. X. DISCRIMINATION. In the hiring of employees for the performance of work under this Agreement or any sub-contract, the Vendor, its sub-contractors, or any person acting on behalf of the Vendor or sub-contractor shall not, by reason of race, religion, color, sex, age, sexual orientation, national origin, or the presence of any sensory, mental, or physical disability, discriminate against any person who is qualified and available to perform the work to which the employment relates. Vendor shall execute the attached City of Kent Equal Employment Opportunity Policy Declaration, Comply with City Administrative Policy 1.2, and upon completion of the contract work, file the attached Compliance Statement. XI. INDEMNIFICATION. Vendor shall defend, indemnify and hold the City, its officers, officials, employees, agents and volunteers harmless from any and all claims, injuries, damages, losses or suits, including all legal costs and attorney fees, arising out of or in connection with the Vendor's performance of this Agreement, except for that portion of the injuries and damages caused by the City's negligence. The City's inspection or acceptance of any of Vendor's work when completed shall not be grounds to avoid any of these covenants of indemnification. IT IS FURTHER SPECIFICALLY AND EXPRESSLY UNDERSTOOD THAT THE INDEMNIFICATION PROVIDED HEREIN CONSTITUTES THE VENDOR'S WAIVER OF IMMUNITY UNDER INDUSTRIAL INSURANCE, TITLE 51 RCW, SOLELY FOR THE PURPOSES OF THIS INDEMNIFICATION. THE PARTIES FURTHER ACKNOWLEDGE THAT THEY HAVE MUTUALLY NEGOTIATED THIS WAIVER. In the event Vendor refuses tender of defense in any suit or any claim, if that tender was made pursuant to this indemnification clause, and if that refusal is subsequently determined by a court having jurisdiction (or other agreed tribunal) to have been a wrongful refusal on the Vendor's part, then Vendor shall pay all the City's costs for defense, including all reasonable expert witness fees and reasonable GOODS &SERVICES AGREEMENT - 4 (Over$20,000, including WSST) attorneys' fees, plus the City's legal costs and fees incurred because there was a wrongful refusal on the Vendor's part. The provisions of this section shall survive the expiration or termination of this Agreement. XII. INSURANCE. The Vendor shall procure and maintain for the duration of the Agreement, insurance of the types and in the amounts described in Exhibit B attached and incorporated by this reference. XIII. WORK PERFORMED AT VENDOR'S RISK. Vendor shall take all necessary precautions and shall be responsible for the safety of its employees, agents, and subcontractors in the performance of the contract work and shall utilize all protection necessary for that purpose. All work shall be done at Vendor's own risk, and Vendor shall be responsible for any loss of or damage to materials, tools, or other articles used or held for use in connection with the work. XIV. MISCELLANEOUS PROVISIONS. A. Recyclable Materials. Pursuant to Chapter 3.80 of the Kent City Code, the City requires its contractors and consultants to use recycled and recyclable products whenever practicable. A price preference may be available for any designated recycled product. B. Non-Waiver of Breach. 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. C. Resolution of Disputes and Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of Washington. If the parties are unable to settle any dispute, difference or claim arising from the parties' performance of this Agreement, the exclusive means of resolving that dispute, difference or claim, shall only be by filing suit exclusively under the venue, rules and jurisdiction of the King County Superior Court, King County, Washington, unless the parties agree in writing to an alternative dispute resolution process. In any claim or lawsuit for damages arising from the parties' performance of this Agreement, each party shall pay all its legal costs and attorney's fees incurred in defending or bringing such claim or lawsuit, including all appeals, in addition to any other recovery or award provided by law; provided, however, nothing in this paragraph shall be construed to limit the City's right to indemnification under Section XI of this Agreement. D. Written Notice. All communications regarding this Agreement shall be sent to the parties at the addresses listed on the signature page of the Agreement, unless notified to the contrary. Any written notice hereunder shall become effective three (3) business days after the date of mailing by registered or certified mail, and shall be deemed sufficiently given if sent to the addressee at the address stated in this Agreement or such other address as may be hereafter specified in writing. E. Assignment. Any assignment of this Agreement by either party without the written consent of the non-assigning party shall be void. 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. F. Modification. No waiver, alteration, or modification of any of the provisions of this Agreement shall be binding unless in writing and signed by a duly authorized representative of the City and Vendor. G. Entire Agreement. The written provisions and terms of this Agreement, together with any Exhibits attached hereto, shall supersede all prior verbal statements of any officer or other representative of the City, and such statements shall not be effective or be construed as entering into or forming a part of or altering in any manner this Agreement. All of the above documents are hereby made a part of this Agreement. However, should any language in any of the Exhibits to this Agreement conflict with any language contained in this Agreement, the terms of this Agreement shall prevail. GOODS & SERVICES AGREEMENT - 5 (Over$20,000, including WSST) ` ^ . H. Compliance with Laws. The Vendor agrees to comply with all federal, state, and municipal laws, rules, and regulations that are now effective or in the future become applicable to Vendor's business, equipment, and personnel engaged in operations covered by this Agreement or accruing out of the performance mf those operations. I. Public Records Act. The Vendor acknowledges that the City is a public agency subject tothe Public Records Act codified in Chapter 42.56 of the Revised Code of Washington and documents, notes, ernai|s, and other records prepared or gathered by the Vendor in its performance of this Agreement may be subject to public [eV[eVV and disclosure, even if those: records are not produced to or possessed by the City of Kent. As such, the Vendor agrees to cooperate fully with the City in satisfying the City'sduties and obligations under the Public Records Act. ]. City Business License Required. Prior to commencing the tasks described in Section I, Contractor agrees to provide proof Vfa current city of Kent business license pursuant to Chapter 5.01 of the Kent City Code. K. Counterparts and Signatures by Fax or Email. This Agreement may be executed in any number ofcounterparts, each of which shall constitute an original, and all of which will together constitute this one Agreement, Further, upon executing this Agreement, either party may deliver the signature page to the other by fax or ernoii and that signature shall have the same force and effect as if the Agreement bearing the original signature was received in person. IN WITNESS, the parties below execute this Agreement, which shall become effective on the last date entered below. All acts consistent with the authority of this Agmeennent and prior to its effective date are ratified and affirmed, and the terms of the Agreement shall be deemed to have applied. VENDOR: CITY OF KENT: Sig tu e) (signature) Its P11004Z&OL it .Mavor DATE: DATE: NOTICES TO BE SENT TO: NOTICES TO BE SENT TO: VENDOR: CITY OF KENT: Robert Nims Timothy 3. LaPorte, P.E. Western Systems, Inc. City of Kent 1122 Industry St., Building B 220 Fourth Avenue South Everett, WA 98203 Kent, WA 98032 APPROVED AS TO FORM: A . Kent Law Department °uw°*^°°, c"m=/lerc"m����"=" GOODS & SERVICES AGREEMENT - 6 (Over$20,000, including NSST) DECLARATION CITY OF KENT EQUAL EMPLOYMENT OPPORTUNITY POLICY The City of Kent is committed to conform to Federal and State laws regarding equal opportunity. As such all contractors, subcontractors and suppliers who perform work with relation to this Agreement shall comply with the regulations of the City's equal employment opportunity policies. The following questions specifically identify the requirements the City deemis necessary for any contractor, subcontractor or supplier on this specific Agreement to adhere to. An affirmative response is required on all of the following questions for this Agreement to be valid and binding. If any contractor, subcontractor or supplier willfully misrepresents themselves with regard to the directives outlines, it will be considered a breach of contract and it will be at the City's sole determination regarding suspension or termination for all or part of the Agreement; The questions are as follows: 1. 1 have read the attached City of Kent administrative policy number 1.2. 2. During the time of this Agreement I will not discriminate in employment on the basis of sex, race, color, national origin, age, or the presence of all sensory, mental or physical disability. 3. During the time of this Agreement the prime contractor will provide a written statement to all new employees and subcontractors indicating commitment as an equal opportunity employer. 4. During the time of the Agreement I, the prime contractor, will actively consider hiring and promotion of women and minorities. 5. Before acceptance of this Agreement, an adherence statement will be signed by me, the Prime Contractor, that the Prime Contractor complied with the requirements as set forth above. By signing below, I agree to fulfill the five requirements referenced above. By: IL-,h wk, For: Title: Date: EEO COMPLIANCE DOCUMENTS - 1 of 3 CITY OF KENT ADMINISTRATIVE POLICY NUMBER: 1.2 EFFECTIVE DATE: January 1, 1998 SUBJECT: MINORITY AND WOMEN SUPERSEDES: April 1, 1996 CONTRACTORS APPROVED BY Jim White, Mayor POLICY: Equal employment opportunity requirements for the City of Kent will conform to federal and state laws. All contractors, subcontractors, consultants and suppliers of the City must guarantee equal employment opportunity within their organization and, if holding Agreements with the City amounting to $10,000 or more within any given year, must take the following affirmative steps: 1. Provide a written statement to all new employees and subcontractors indicating commitment as an equal opportunity employer. 2. Actively consider for promotion and advancement available minorities and women. Any contractor, subcontractor, consultant or supplier who willfully disregards the City's nondiscrimination and equal opportunity requirements shall be considered in breach of contract and subject to suspension or termination for all or part of the Agreement. Contract Compliance Officers will be appointed by the Directors of Planning, Parks, and Public Works Departments to assume the following duties for their respective departments. 1. Ensuring that contractors, subcontractors, consultants, and suppliers subject to these regulations are familiar with the regulations and the City's equal employment opportunity policy. 2. Monitoring to assure adherence to federal, state and local laws, policies and guidelines. EEO COMPLIANCE DOCUMENTS - 2 of 3 CITY OF KENT EQUAL EMPLOYMENT OPPORTUNITY COMPLIANCE STATEMENT This form shall be filled out AFTER COMPLETION of this project by the Contractor awarded the Agreement. I, the undersigned, a duly represented agent of Company, hereby acknowledge and declare that the before-mentioned company was the prime contractor for the Agreement known as that was entered into on the (date), between the firm I represent and the City of Kent. I declare that I complied fully with all of the requirements and obligations as outlined in the City of Kent Administrative Policy 1.2 and the Declaration City of Kent Equal Employment Opportunity Policy that was part of the before-mentioned Agreement. By: For: Title: Date: EEO COMPLIANCE DOCUMENTS - 3 of 3 • 3 EXHIBIT A WesternSystems 1 1 22 INDUSTRY STREET, BLDG. EI PHONE (425) 438-1 1 33 EVERETT. WA 98203 FAX (425) 438-1 585 February 17,2017 Quotation#WSQ WA-RN3485SC Attention: Mike Sorensen I City of Kent Quotation—(6) P+ (TS2.1) Cabinets We are pleased to provide this quotation for controller cabinets and plug-in electronic equipment.All equipment can be purchased through WSDOES contract 04616 with all applicable discounts factored into the pricing.If you have any questions,please let us know. Bid Item#1:Type P+ (T2-S1) Cabinet with Plug-ins 6—Type P+controller cabinet wired per City of Kent(TS2-1)specifications and including:Type P+aluminum(2-door)enclosure (unfinished outside 1 white inside),UL listed with continuous welds,rolled stock handle on main door,hex handle on side door,Best1m CX core locks and 8"riser frame(unfinished)with;16-position(TS2-1)load bay,generator bypass cable,AC outlet panel,auxiliary switch panel,detector panel 64 channel,(1)detector rack''/2 width wired for 1—PS 116—channels of detection 14—preemption channels,(3)detector racks Y:width wired for 1—PS 116—channel of detection,fan&thermostat assemblies,power supply interface panel,power panel,TS2 cables,unused phase links and final assembly Western Systems Part#3012500005,3310000000,2510513017,2010000040 Include the following plug-in devices: 1—Power supply shelf mount T82 5A Eberle Design,Inc.(EDI)Part#PS250 6—Bus interface unit'/:width Ebere Design,Inc.(EDI)Part#BIU700H 16—Load switch cube with 110 indicators Power Distribution&Control(PDC)Part#SSS-87110 1—Flasher cube Power Distribution&Control(PDC)Part#SSF-87 6—Flash transfer relay Detrol Part#295 16—Loop amplifier 4 channel Yz width rack mount LED display Eberle Design,Inc.(EDI)Part#LMD624H 1—UPS power module 110OW with(6)relays&120V input/output with SNMP Alpha Part#FXM11000PSISNMP 1—Automatic transfer switch assembly with surge&RPA 120V Alpha Part#020.168.25 1—Battery equalizer for(1)string of 48V batteries Alpha Part#AlphaGuard 1—Battery cable harness kit 48V 9.8ft Vr20 terminals FXM series Alpha Part#740.628-27 4—Battery AlphaCetl 220 GXL(109 AH 173 Lb) Alpha Part#22000LD-HP $ 24,143.46 unit cost $ 144,860.70 extended Sates Tax 13,�f6 J.'79 > y WesternSystems 1 1 22 INOUSTRY STREET, SLOG- 6 PHONE (425) 436-1 1 33 EVERETT WA 962Q3 FAx {425) 439-1 5EJ5 GENERAL CONDITIONS OF SALE The acceptance of this quotation implies the acceptance of the following terms and conditions which cannot be varied or waived except by express written authorization by a Western Systems representative.These terms govern the sale of goods and services supplied by Western Systems.Differing terms from Buyer in any purchase order or written communication shall not be binding on Western Systems. TERMS AND CONDITIONS Purchase Order:All purchases require a formal purchase order.Emails or verbal communication does not constitute an acceptable purchase order. Delivery:Estimated at 80-110 days after release. FreiFrei h�Terms:FOB Destination. Validity Period:60 days From date of quotation. Taxes:Unless current resale certificates are on file with Western Systems,purchaser shall be responsible for all,tariffs,duties or sales or use taxes in addition to the quoted prices herein. Payment Terms:Not 30 days 1 we impose a surcharge of 2%on the transaction amount on VISA and Master Card credit card products,which is riot greater than our cost of acceptance.We do not surcharge VISA and Master Card debit cards,All prices are quoted as USD funds. Noe-Payment Penalties If payment has not been received within terms,the purchaser will be considered in default.Western Systems will be entitled,without prejudice to our other rights,without serving notice of default,to charge the purchaser for all casts incurred such as administration,storage,legal advice etc.The unpaid portion of any amount due to Western Systems will bear interest at the rate of 1.5%per month simple interest Western Systems reserves the right to hold goods until customer balances their account Collections:Upon Buyer default of these temps,Western Systems may,in addition to any other rights or remedies at contract or law,declare the entire balance of Buyer's account immediately due and payable.If unpaid balance is referred for collections,Buyer agrees to pay Western Systems,to the extent permitted by law, reasonable attorney fees in addition to all damages otherwise available,plus any court casts or expenses incurred by Western Systems,plus any finance charges aocrued on any unpaid balance owed by Purchaser. Deferment or Cancellation Policy:Order deferment or cancellation once materials have been released will be subject to cancellation andlor restocking fees. Documentation:Any operational documentation supplied as a part of this quotation remains the property of Western Systems and may not be copied,reproduced, transmitted or communicated to 3W parties without the express written consent of Western Systems. On-Site Sers:This quotation does not provide or imply any on-site support services for the products on this quotation unless mentioned specifically,as part of this quotation.Quotations for support services will be made upon request by purchaser. Force Majeura Western Systems,Inc.shall in no event be responsible for delays in performance due to actions beyond its reasonable control including without limitation acts of God,strikes,labor shortage or disturbance,fire,accident,war,civil disturbance or carrier delays. Warren .Western Systems offers a 1 year warranty on materials goods from the date of factory shipment,unless superseded by manufacturer warranty. Western Systems,Inc.accepts no liability for errors of omissions or the accuracy or the completeness of this quotation.It has been prepared to the best of our knowledge per plans,specifications,documentation and communications provided but we do not guarantee these to be accurate or of the latest revision. Determination of accuracy of this quotation and final quantities are the sole responsibility of recipient.THIS QUOTATION INCLUDES ONLY THE ITEMS LISTED HEREIN If you see anything incorrect please let us know and we will issue a new or revised quotation. Western Systems,Inc.shag in no event be liable for any special,consequential,incidental or liquidated damages(including without limitation damages for loss of use of facilities or equipment,loss of revenue,loss of profits or loss of goodwill),regardless of whether seller(a)has been informed of the possibility of such damages or(b)is negligent. WE APPRECIATE YOUR CONTINUED SUPPORT! Sincerely, WESTERN SYSTEMS President 2 EXHIBIT B INSURANCE REQUIREMENTS FOR SERVICE CONTRACTS Insurance The Contractor shall procure and maintain for the duration of the Agreement, insurance against claims for injuries to persons or damage to property which may arise from or in connection with the performance of the work hereunder by the Contractor, their agents, representatives, employees or subcontractors. A. Minimum Scope of Insurance Contractor shall obtain insurance of the types described below: 1. Commercial General Liability insurance shall be written on ISO occurrence form CG 00 01 and shall cover liability arising from premises, operations, independent contractors, products-completed operations, personal injury and advertising injury, and liability assumed under an insured contract. The City shall be named as an insured under the Contractor's Commercial General Liability insurance policy with respect to the work performed for the City using ISO additional insured endorsement CG 20 10 11 85 or a substitute endorsement providing equivalent coverage. 2. Workers' Compensation coverage as required by the Industrial Insurance laws of the State of Washington. B. Minimum Amounts of Insurance Contractor shall maintain the following insurance limits: 1. Commercial General Liability insurance shall be written with limits no less than $2,000,000 each occurrence, $2,000,000 general aggregate and a $2,000,000 products-completed operations aggregate limit. C. Other Insurance Provisions The insurance policies are to contain, or be endorsed to contain, the following provisions for Automobile Liability and Commercial General Liability insurance: 1. The Contractor's insurance coverage shall be primary insurance as respect the City. Any Insurance, self-insurance, or insurance pool coverage maintained by the City shall be excess of the Contractor's insurance and shall not contribute with it. EXHIBIT B (Continued) 2. The Contractor's insurance shall be endorsed to state that coverage shall not be cancelled by either party, except after thirty (30) days prior written notice by certified mail, return receipt requested, has been given to the City. 3. The City of Kent shall be named as an additional insured on all policies (except Professional Liability) as respects work performed by or on behalf of the contractor and a copy of the endorsement naming the City as additional insured shall be attached to the Certificate of Insurance. The City reserves the right to receive a certified copy of all required insurance policies. The Contractor's Commercial General Liability insurance shall also contain a clause stating that coverage shall apply separately to each insured against whom claim is made or suit is brought, except with respects to the limits of the insurer's liability. D. Acceptability of Insurers Insurance is to be placed with insurers with a current A.M. Best rating of not less than ANII. E. Verification of Coverage Contractor shall furnish the City with original certificates and a copy of the amendatory endorsements, including but not necessarily limited to the additional insured endorsement, evidencing the insurance requirements of the Contractor before commencement of the work. F. Subcontractors Contractor shall include all subcontractors as insureds under its policies or shall furnish separate certificates and endorsements for each subcontractor. All coverages for subcontractors shall be subject to all of the same insurance requirements as stated herein for the Contractor. WESTSYS-01 CTROKEYMOUD '4CORO� CERTIFICATE OF LIABILITY INSURANCE DATEIMM/DDIYYYY) `•-� 3/10/2017 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER.THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S),AUTHORIZED REPRESENTATIVE OR PRODUCER,AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder is an ADDITIONAL INSURED,the policy(ies)must have ADDITIONAL INSURED provisions or be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy,certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsements. PRODUCER C NTACT Hub International Northwest LLC PHONE FAX 12100 NE 195th Street,Suite 200 (Arc,No,Ext:(426)489-4500 {Arc,No:(425)485-8489 Bothell,WA 98011 E-pmpAg'Ess,.now.!nfo hubinternational.com INSURERS AFFORDING COVERAGE NAIC 8 INSURER A:Western National Assurance Company 24465 INSURED INSURER e: Western Systems,Inc. INSURER C: Mike Smith 1122 Industry SL Building B INSURER D: Everett,WA 98203 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 CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES.LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. INSR TYPE OF INSURANCE ADDL SUER POLICY NUMBER POLICY EFF POLICY EXP LIMITS A X COMMERCIAL GENERAL LIABILITY EACH OCCURRENCE $ 1,000,000 CLAIMS•MAOE ]OCCUR X CPP107597803 0610612016 06106/2017 DAMAGE TO RENTED 100,000 X WA STOPGAP MED EXP(Any oneperson) S 10,000 PERSONAL&ADV INJURY 1,000,000 GEN'L AGGREGATE LIMIT APPLIES PER: GENERAL AGGREGATE 2,000,000 POLICY a ini LOC PRODUCTS.COMP/OP AGG 2,000,000 OTHER: S A AUTOMOBILE LIABILITY C OMBINED SINGLE LIMIT $ 1,000,000 ANY AUTO X CPP1075620 03 0610612016 06/06/2017 BODILY INJURY Perperson) $ X OWNED SCHEDULED AUTOS ONLY AUTOS BODILYBOODILY INJURY Per accident $ X AUT�S ONLY X AUTOS ONLY PPeOa d ne t AMAGE $ $ A X UMBRELLA LIAB X OCCUR EACH OCCURRENCE $ 1,000,000 EXCESS LIAB CLAIMS-MADE X UMB101562702 06/06/2016 0610612017 AGGREGATE 1,000,000 DED I X I RETENTION$ 10,000 S A WORKERS COMPENSATION PER X OTH- AND EMPLOYERS'LI RTNE Y CPP1075978 03 06106/2016 06/06/2017 1,000,000 ANY PROPRIETORIPARTNERIEXECUTIVE Y� E.L.EACH ACCIDENT �FFICERIMEEMWgE EXCLUDED? N I A NandatorylnNH) E.L.DISEASE-EA EMPLOYE 1,000,000 If yes,describe under 1,000,000 DESCRIPTION OF OPERATIONS below I E.L.DISEASE-POLICY LIMIT $ DESCRIPTION OF OPERATIONS I LOCATIONS I VEHICLES ACORD 101,Additional Remarks Schedule,may be attached If more space Is ro aired ADDITIONAL INSURED AS REQUIRED BY WRITTEN CONTRACT:CITY OF KENT.COVERAGE IS PRIMARY ANU N N-CONTRIBUTORY.COMPLETED OPERATIONS APPLIES.SEE ATTACHED ENDORSEMENTS(GUAUTO). CERTIFICATE HOLDER CANCELLATION SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE CITY OF KENT THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. 220 FOURTH AVENUE SOUTH KENT,WA 98032 AUTHORIZED REPRESENTATIVE ACORD 25(2016/03) ©1988-2015 ACORD CORPORATION. All rights reserved. The ACORD name and logo are registered marks of ACORD POLICY NUMBER: CPP 1075978 03 COMMERCIAL GENERAL LIABILITY CG 25 03 05 09 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. DESIGNATED CONSTRUCTION PROJECT(S) GENERAL AGGREGATE LIMIT This endorsement modifies insurance provided under the following: COMMERCIAL GENER AL LIABILITY COVERAGE PART SCHEDULE Designated Construction Project(s): PER WRITTEN CONTRACT OR AGREE- MENT WHERE YOU AGREED TO PRO- VIDE A SEPAR ATE GENERAL AGGRE-GATE LIMIT FOR EACH PROJECT Information required to complete this Schedule, if not shown above, will be shown in the Declarations. A. For all sums which the insured becomes le- gate Limit for that designated construction gally obligated to pay as damages caused by project. Such payments shall not reduce "occurrences " under Section I - Coverage A, the General Aggregate Limit shown in the and for all medical expenses caused by acci- Declarations nor shall they reduce any dents under Section I - Coverage C, which other Designated Construction Project can be attributed only to ongoing operations General Aggregate Limit for any other at a single designatedab&W.struction project desi MIec%&�gction project shown in F shown in the Schedule the 1. A separate Designated Construction Proj- 4. The limits shown in the Declarations for ect General Aggregate Limit applies to Each Occurrence, Damage To Premises each designated construction project, and Rented To You and Medical Expense that limit is equal to the amount of the continue to apply. However, instead of N General Aggregate Limit shown in the being subject to the General Aggregate Declarations. Limit shown in the Declarations, such 2. The Designated Construction Project Gen- limits will be subject to the applicable eral Aggregate Limit is the most we will Designated Construction Project General ° pay for the sum of all damages under Aggregate Limit. Coverage A, except damages because of B. For all sums which the insured becomes "bodily injury" or "propertv damage " legally obligated to pay as damages caused by included in the "products-completed oper- "occurrences " under Section I _ Coverage A, ations hazard",and for medical expenses and for all medical expenses caused by under Coverage C regardless of the accidents under Section I _ Coverage C, numberof: which cannot be attributed only to ongoing ° a hm.Lireds; operations at a single designated construction project shown in the Schedule above: b. Claims msde or "suits "brought; or I. Any payments made under Coverage A c. Fbrscns or organizations Ong for damages or under Coverage C for clairrs or bringing "suits ". medical expenses shall reduce the amount 3. Any payments made under Coverage A available under the General Aggregate for damages or under Coverage C for Limit or the Products-completed Opera- medical expenses shall reduce the Desig- tions Aggregate Limit, whichever is ap- nated Construction Project General Aggre- plicable; and CG 25 03 05 09 �: Insurance Services Office, Inc., 2008 Page 1 of 2 2. Such paytents shall not reduce any Des- D. [f the applicable designated construction proj- ignated Obinistnrction Project Genera I e c t has been a b a n d o n ed, delayed , or a b a n Aggre&pte unit. Boned and then restarted , or if the authorized C. When coverage for liability arising out ofthe contracting parties deviate from plans, blu prod ucts-com pleted operations hazard � is pri nts, designs, specifications or timetable provided , any payments for damages because the project will still be deemed to be the same of"bodily inju ry" or "property da mage " in- construction project. cluded in the "prod ucts-completed operations E. The provisions of Section III - Limits Of In- haza rd" will red uce the Prod ucts-com pleted sura nce not otherwise mod ified by this Operations Agg regate U mit, and not red uce endorsement shall contin Lie to app] y as the Genera I Aggregate Limit nor the Desig- stipu lated. nated Construction Project Genera I Aggregate Limit. Page 2 of 2 [nsuranee Services Office, Inc., 2008 CG 25 03 05 09 WN GL 39 03 10 POLICY NUMBER:CPPI075978 03 COMMERCIAL GENERAL LIABILITY ENHANCEMENT ENDORSEMENT The Commercial General Liability Enhancement Endorsement is an optional endorsement that provides coverage enhancements. The following is a summary of broadened coverages provided by this endorsement. No coverage is provided by this summary, refer to following endorsement for changes in your policy. SUMMARY OF COVERAGES PAGE Bodily Injury And Property Damage Liability • Non Owned Watercraft Up To 50 Feet................................................................................ 2 Property Damage Liability Elevators................................................................................... .........3 ................................ • Fire, Lightning, Explosion Or Sprinkler Leakage Exception..................................................3 Borrowed Equipment($25,000 Per Occurrence, $50,000 Aggregate, $2,500 Deductible Per Occurrence...............................................................................3 Supplementary Payments—Amended • Bail Bonds Up To $5,000....................................................................................................3 • Loss of Earnings Up To $500/Day.......................................................................................3 Who Is An Insured Amendments • Employee Bodily Injury To A Co-Employee.........................................................................4 • Newly Formed Or Acquired Organizations For Up To 180 Days.......................................... 4 o Blanket Additional Insured—Vendors —As Required By Contract.......................................4 Blanket Additional Insured—Lessor Of Leased Equipment.................................................5 4,� • Blanket Additional Insured—Managers Or Lessors Of Premises.........................................5 Blanket Additional Insured—State Or Governmental Agency Or Subdivision Or Political Subdivision—Permits Or Authorizations.........................................................5 • Blanket Additional Insured—State Or Governmental Agency Or Subdivision Or Political Subdivision—Permits Or Authorizations Relating To Premises.......................5 N Damage To Premises Rented To You — N O 4 Medical Payments Increased Limit — $10,000 Or Amount Shown on Declarations.........................6 Conditions Knowledge of Accident, Claim, Suit Or Loss Amended........................................................6 m • Unintentional Failure To Disclose Hazards................................................................. 6 Waiverof Subrogation.........................................................................................................6 Bodily Injury Redefined To Include Mental Anguish..........................................................................6 Insured Contract Amended................................................................ .....6 ......................................... Personal And Advertising Injury Redefined • Televised, Videotaped Or Electronic Publication..................................................................6 U WN GL 39 03 10 Includes copyrighted material of Insurance Services Office, with its permission Page 1 of 6 WN GL 39 03 10 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY COMMERCIAL GENERAL LIABILITY ENHANCEMENT ENDORSEMENT This endorsement modes the insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE FORM With respect to the coverage provided by this endorsement, the provisions of the Coverage Form apply unless modified by this endorsement. The SECTIONS of the Commercial General Liability Coverage Form identified in this endorsement will be amended as shown below. SECTION I --COVERAGES AMENDMENTS (5) "Bodily injury" or "property damage" arising out of COVERAGE A — BODILY INJURY AND PROPERTY DAMAGE LIABILITY (a) The operation of machinery or equipment that is attached to, or part of, A. Non Owned Aircraft Or Watercraft a land vehicle that would qualify under Item 2. Exclusions, Paragraph g. is replaced by the the definition of "mobile equipment" if it were not subject to a compulsory or following: financial responsibility law or other g. Aircraft,Auto Or Watercraft motor vehicle insurance law in the state where it is licensed or principally "Bodily injury' or "property damage" arising out garaged; or of the ownership, maintenance, use or entrustment to others of any aircraft, "auto" or (b) The operation of any of the machinery watercraft owned or operated by or rented or or equipment listed in Paragraph f. (2) loaned to any insured. Use includes operation or f. (3) of the definition of "mobile and"loading or unloading". equipment". This exclusion applies even if the claims against B. Damage To Property Coverage Extensions any insured allege negligence or other . wrongdoing in the supervision, hiring, Item 2. Exclusions, Paragraph j. is replaced by'"r employment, training or monitoring of others by following: that insured, if the "occurrence" which caused j. Damage To Property the "bodily injury" or"property damage"involved in the ownership, maintenance, use or "Property damage"to: entrustment to others of any aircraft, "auto" or (1) Property you own, rent, or occupy, including watercraft that is owned or operated by or any costs or expenses incurred by you, or rented or loaned to any insured. any other person, organization or entity, for This exclusion does not apply to: repair, replacement, enhancement, restoration or maintenance of such property (1) A watercraft while ashore on premises you for any reason, including prevention of injury own or rent; to a person or damage to another's (2) A watercraft you do not own that is: property; (a) Less than 50 feet long; and (2) Premises you sell, give away or abandon, if the"property damage"arises out of any part (b) Not being used to carry persons or of those premises: property for a charge; (3) Property loaned to you; This Subparagraph (2) applies to any person, who with your expressed or implied (4) Personal property in the care, custody or consent, either uses or is responsible for the control of the insured; use of the watercraft; (5) That particular part of real property on which (3) Parking an "auto"on, or on the ways next to, you or any contractors or subcontractors premises you own or rent, provided the working directly or indirectly on your behalf "auto"is not owned by or rented or loaned to are performing operations, if the "property you or the insured; damage"arises out of those operations; j, (4) Liability assumed under any "insured (�) That particular part of any property t contract"for the ownership, maintenance or must be restored, repaired or replaced use of aircraft or watercraft; or because "your work" was incorrectly performed on it. WN GL 39 03 10 Includes copyrighted material of Insurance Services Office, with its permission Page 2 of 6 WN GL 39 03 10 Paragraphs (1), (3) and (4) of this exclusion do not C. Damage To Premises Rented To You apply to "property damage" (other than damage by fire, lightning, explosion or sprinkler leakage) to Item 2. Exclusions, the last paragraph is replaced premises, including the contents of such premises, by the following: 0 l�J rented to you for a period of 7 or fewer consecutive Exclusions c. through n. do not apply to damage by days. A separate limit of insurance applies to fire, lightning, explosion or sprinkler leakage to Damage To Premises Rented To You as described premises while rented to you or temporarily in SECTION III — LIMITS OF INSURANCE. occupied by you with permission of the owner. A However, the provisions of this paragraph do not separate limit of insurance applies to this coverage apply if coverage for Damage To Premises Rented as described in Paragraph 6. of SECTION III — To You is excluded by endorsement. LIMITS OF INSURANCE. Paragraph (2) of this exclusion does not apply if the premises are "your work" and were never occupied, COVERAGE B — PERSONAL AND ADVERTISING rented or held for rental by you. INJURY LIABILITY Paragraphs (3) and (4) of this exclusion do not apply D. Personal And Advertising Injury to the use of elevators. Item 2. Exclusions is amended by replacing Paragraphs (3), (4), (5) and (6) of this exclusion do Sub-paragraphs b. and c. with the following: not apply to liability assumed under a sidetrack b. Material Published With Knowledge Of agreement. Falsity Paragraph (4) of this exclusion does not apply to "property damage"to borrowed equipment while not "Personal and advertising injury" arising out of being used to perform operations at the jobsite. oral, written, televised, videotaped or electronic Subject to Paragraph 2. of SECTION III — LIMITS publication of material, if done by or at the OF INSURANCE, the rules below fix the most we direction of the insured with knowledge of its falsity. will pay for"property damage"under this provision: (1) $25,000 any one "occurrence", regardless of the c. Material Published Prior To Policy Period number of persons or organizations who sustain "Personal and advertising injury" arising out of damages because of that"occurrence": oral, written, televised, videotaped or electronic 0 publication of material whose first publication (2) $50,000 annual aggregate; and took place before the beginning of the policy (3) We will pay only for damages in excess of period. $2,500 as a result of any one "occurrence", regardless of the number of persons or SUPPLEMENTARY PAYMENTS — COVERAGES A organizations who sustain damages because of AND B that 'occurrence". We may, or if required by N law, pay all or any part of any deductible E. Supplementary Payments--Coverages A and B amount, if applicable, to effect settlement of any Item 1. is amended by replacing Subparagraphs b. claim or "suit". Upon notice of our payment of a and d. with the following: deductible amount,you shall promptly reimburse us for the part of the deductible amount we paid. b. Up to $5,000 for cost of bail bonds required because of accidents or traffic law violations Paragraph (6) of this exclusion does not apply to arising out of the use of any vehicle to which the S "property damage" included in the Bodily Injury Liability Coverage applies. We do "products-completed operations hazard". not have to furnish these bonds. The insurance provided for "property damage" from d. All reasonable expenses incurred by the insured the use of elevators and for "property damage" to at our request to assist us in the investigation or borrowed equipment is excess over any other valid defense of the claim or "suit", including actual and collectible property insurance (including any loss of earnings up to $500 a day because of deductible portion thereof) available to the insured time off from work. whether primary, excess, contingent or on any other basis. WN GL 39 03 10 Includes copyrighted material of Insurance Services Office, with its permission Page 3 of 6 WN GL 39 03 10 SECTION II—WHO IS AN INSURED AMENDMENTS d. Repackaging, except when unpacked solely for the purpose of inspection, A. Employee Bodily Injury To A Co-Employee demonstration, testing, or the substitution of Paragraph 2. a. (1) is replaced by the following: parts under instructions from the manufacturer, and then repackaged i (1) "Bodily injury" or "personal and advertising original container; injury": e. Any failure to make such inspections, (a) To you, to your partners or members (if you adjustments, tests or servicing as the are a partnership or joint venture), to your vendor has agreed to make or normally members (if you are a limited liability undertakes to make in the usual course of company), or to your other "volunteer business, in connection with the distribution workers" while performing duties related to or sale of the products; the conduct of your business; f. Demonstration, installation, servicing or (b) For which there is any obligation to share repair operations, except such operations damages with or repay someone else who performed at the vendor's premises in must pay damages because of the injury connection with the sale of the product; described in Paragraph (1) (a)above; or g. Products which, after distribution or sale by (c) Arising out of his or her providing or failing you, have been labeled or relabeled or used to provide professional health care services. as a container, part or ingredient of any B. Newly Acquired Organizations other thing or substance by or for the vendor; or Paragraph 3. a. is replaced by the following: h. "Bodily injury or "property damage" arising a. Coverage under this provision is afforded only out of the sole negligence of the vendor for until the 180th day after you acquire or form the its own acts or omissions or those of its organization or the end of the policy period, employees or anyone else acting on its whichever is earlier; behalf. However, this exclusion does not apply to: The following are added: (1) The exceptions contained in C. Blanket Additional Insured — Vendors — As Subparagraphs d. or f.; or Required By Contract 'i (2) Such inspections, adjustments, tests. r Section II — Who Is An Insured is amended to servicing as the vendor has agreed to include as an additional insured any person(s) or make or normally undertakes to make in organization(s) (referred to below as vendor) with the usual course of business, in whom you have agreed in a written contract, connection with the distribution or sale executed prior to loss, to name as an additional of the products. insured, but only with respect to "bodily injury" or "property damage" arising out of "your products" 2. This Provision C. does not apply: which are distributed or sold in the regular course of a. To any insured person or organization from the vendor's business, subject to the following whom you have acquired such products, or additional exclusions: any ingredient, part or container, entering 1. The insurance afforded the vendor does not into, accompanying or containing such apply to: products; a. "Bodily injury" or "property damage" for b. To any vendor for which coverage as an which the vendor is obligated to pay additional insured specifically is scheduled damages by reason of the assumption of by endorsement; or liability in a contract or agreement. This c. When liability included within the exclusion does not apply to liability for "products-completed operations hazard" has damages that the vendor would have in the been excluded for such product either by the absence of the contract or agreement; provisions of the coverage part or by b. Any express warranty unauthorized by you; endorsement. c. Any physical or chemical change in the product made intentionally by the vendor; WN GL 39 03 10 Includes copyrighted material of Insurance Services Office,with its permission Page 4 of 6 WN GL 39 03 10 D. Blanket Additional Insured — Lessor Of Leased 2. This insurance does not apply to: Equipment a. "Bodily injury", "property damage" or 1. Section 11 — Who Is An Insured is amended to "personal and advertising injury" arising out �"'� include as an additional insured any person or of operations performed for the federal 0 organization from whom you lease equipment government, state or municipality: or when you and such person or organization have b. "Bodily injury" or "property damage" agreed in writing in a contract or agreement, included within the "products-completed executed prior to loss, that such person or operations hazard". organization be added as an additional insured on your policy. Such person or organization is G. Blanket Additional Insured — State Or an insured only with respect to liability for "bodily Governmental Agency Or Subdivision Or injury", "property damage" or "personal and Political Subdivision— Permits Or Authorizations advertising injury" caused, in whole or in part, by Relating To Premises your maintenance, operation or use of Section II — Who Is An Insured is amended to equipment leased to you by such person or include as an insured any state or governmental organization. agency or subdivision or political subdivision with A person's or organization's status as an whom you have agreed in a written contract, additional insured under this endorsement ends executed prior to loss, to name as an additional when their contract or agreement with you for insured, subject to the following provision: such leased equipment ends. This insurance applies only with respect to the 2. With respect to the insurance afforded to these following hazards for which the state or additional insureds, this insurance does not governmental agency or subdivision or political apply to any "occurrence" which takes place subdivision has issued a permit or authorization in connection with premises you own, rent or control after the equipment lease expires. and to which this insurance applies: E. Blanket Additional Insured — Managers Or 1. The existence, maintenance, repair, Lessors Of Premises construction, erection or removal of advertising Section II — Who Is An Insured is amended to signs, awnings, canopies, cellar entrances, coal include as an insured any person or organization holes, driveways, manholes, marquees, hoist with whom you have agreed in a written contract, away openings, sidewalk vaults, street banners executed prior to loss, to name as an additional or decorations and similar exposures; or insured, but only with respect to liability arising out of 2. The construction, erection or removal of the ownership, maintenance or use of that part of elevators; or the premises leased to you, subject to the following 3, The ownership, maintenance or use of any additional exclusions: elevators covered by this insurance. This insurance does not apply to: N 1. Any "occurrence" which takes place after you SECTION III — LIMITS OF INSURANCE cease to be a tenant in that premises. AMENDMENTS 2. Structural alterations, new construction or demolition operations performed by or on behalf A. Damage To Premises Rented To You of such additional insured. Paragraph 6. is replaced by the following: F. Blanket Additional Insured — State Or 6. Subject to Paragraph 5. above, the most we will Governmental Agency Or Subdivision Or pay under Coverage A for damages because of Political Subdivision—Permits Or Authorizations "property damage" to any one premises, while Section II — Who Is An Insured is amended to rented to you, or in the case of damage by fire, include as an insured any state or governmental lightning, explosion or sprinkler leakage, while agency or subdivision or political subdivision with rented to you or temporarily occupied by you whom you have agreed in a written contract, with permission of the owner is the greater of: executed prior to loss, to name as an additional a. $300,000; or insured, subject to the following provisions: b. The amount shown next to the Damage To 1. This insurance applies only with respect to Premises Rented To You Limit in the operations performed by you or on your behalf Declarations. for which the state or governmental agency or U. subdivision or political subdivision has issued a However,the provisions of this paragraph do not permit or authorization. apply if Damage To Premises Rented To You Coverage is excluded by endorsement. WN GL 39 03 10 Includes copyrighted material of Insurance Services Office,with its permission Page 5 of 6 WN GL 39 03 10 B. Medical Expense Limit your policy, we will not deny coverage under this Coverage Part because of such failure. Paragraph 7. is replaced with the following: However, this provision does not affect our 7. Subject to Paragraph S. above, the most we will right to collect additional premium or exercise our right of cancellation or pay under Coverage C for all medical expenses injury" non-renewal. because of "bodily ' j ry" sustained by any one person is the greater of: D. Waiver of Subrogation a. $10,000: or SECTION IV — COMMERCIAL GENERAL b. The amount shown next to the Medical LIABILITY CONDITIONS, 8. Transfer of Rights of Expense Limit in the Declarations. Recovery Against Others to Us is hereby This insurance does not apply if coverage for amended by the addition of the following: Medical Expenses is excluded either by the We waive any right of recovery we may have provisions of the coverage part or by because of payments we make for injury or damage endorsement. arising out of your ongoing operations or"your work" SECTION IV — COMMERCIAL GENERAL LIABILITY done under a written contract, executed prior to loss, CONDITIONS AMENDMENTS requiring such waiver with that person or organization and included in the A. Knowledge Of Occurrence "products-completed operations hazard". However, our rights may only be waived prior to the Item 2. Duties In The Event Of Occurrence, "occurrence" giving rise to the injury or damage for Offense, Claim or Suit is amended by adding the which we make payment under this Coverage Part. following: The insured must do nothing after a loss to impair e. You must give us or our authorized our rights. At our request, the insured will bring representative prompt notice of an "occurrence". "suit" or transfer those rights to us and help us enforce those rights. claim or loss only when the "occurrence", claim or loss is known to: (1) You, if you are an individual; SECTION V—DEFINITIONS AMENDMENTS (2) A partner, if you are a partnership; A. Bodily Injury Redefined (3) An executive officer or insurance manager, Paragraph 3. "Bodily injury" is replaced by if you are a corporation: or following: (4) A member or manager, if you are a limited 3. "Bodily injury" means bodily injury, sickness or liability company. disease sustained by a person, including death B. Other Insurance resulting from any of these at any time. "Bodily injury" includes mental anguish or other mental Item 4. Other Insurance, b. Excess Insurance (1) injury resulting from such bodily injury. (a) (ii) is replaced by the following: B. Insured Contract Amended (11) That is fire, lightning, explosion or sprinkler leakage insurance for premises rented to you or Paragraph 9. a. is replaced by the following: temporarily occupied by you with permission of a. A contract for a lease of premises. However, the owner; that portion of the contract for a lease of C. Unintentional Failure To Disclose Hazards premises that indemnifies any person or organization for damage by fire, lightning, Paragraph 6. Representations is replaced by the explosion or sprinkler leakage to premises while following: rented to you or temporarily occupied by you 6. Representations And Unintentional Failure with permission of the owner is not an "insured To Disclose Hazards contract"; a. By accepting this policy,you agree: C. Personal And Advertising Injury Redefined (1) The statements in the Declarations are Paragraph 14. d. and e. are replaced by the accurate and complete; following: (2) Those statements are based upon d. Oral, written, televised, videotaped or electronic representations you made to us; and publication of material that slanders or libels a person or organization or disparages a pers (3) We have issued this policy in reliance or organization's goods, products or service; upon your representations. e. Oral, written, televised, videotaped or electronic b. If you unintentionally fail to disclose any publication of material that violates a person's hazards existing at the inception date of right of privacy; WN GL 39 03 10 Includes copyrighted material of Insurance Services Office, with its permission Page 6 of 6 POLICY NUMBER: CPP1075978 03 COMMERCIAL GENERAL LIABILTY WNGL490109 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. ADDITIONAL INSURED - OWNERS, LESSEES OR CONTRACTORS - AUTOMATIC STATUS WHEN REQUIRED IN CONSTRUCTION AGREEMENT WITH YOU PRIMARY AND NONCONTRIBUTORY This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART A. Section it—Who Is An Insured is amended to in- a. The preparing, approving, or failing to pre- clude as an additional insured arty person or organ- pare or approve, maps,shop drawings,opin- ization for whom you are performing operations ions, reports, surveys, field orders, change when you and such person or organization have orders or drawings and specifications; or agreed in writing' in a contract or agreement that b, Supervisory, inspection, architectural or en- such person or¢rganlzation be added as an addi- gineering activities. tional insured on otrrpol�. Stith person or organ- ization is an additional insured only with respect to 2. "Bodily Injury' or "property damage" occurring liability for "bodily injury", "property damage" or after. "personal and advertising injury" caused, in whole a. All work, Including materials, parts or equip- or in part, by. ment furnished in connection with such 1. Your acts or omissions; or work, on the project (other than service, 2. The acts or omissions of those acting on your maintenance or repairs) to be performed by behalf; or on behalf of the additional insured(s) at the location of the covered operations has In the performance of your ongoing operations for been completed;or the additional insured. b. That portion of"your work" out of which the A person's or organization's status as an additional Injury or damage arises has been put to its insured under this endorsement ends when your Intended use by any person or organization operations for that additional insured are com- other than another contractor or subcontrac- pleted. for engaged in performing operations for a B. The Limits of Insurance applicable to the additional principal as a part of the same project. insured are those specified in the written contract D. As respects the coverage provided under this en- or written agreement or in the Declarations of this dorsement, Paragraph 4.b. of the Other Insurance policy, whichever is less. These Limits of Insur- Condition is deleted and replaced by the following: ance are inclusive of, and not in addition to Limits 4. Other insurance of Insurance shown in the Declarations. C. With respect to the insurance afforded to these ad- b. Excess insurance ditional insureds,the following additional exclusions This insurance is excess over arty other in- apply; surance naming the additional insured as an This insurance does not apply to: insured whether primary, excess, contingent or on any other basis unless the written con- 1. "Bodily injury", "property damage" or "personal tract or agreement described in A. above and advertising injury" arising out of the render- specifically requires that this insurance be ing of, or the failure to render, any professional provided on either a primary basis or a pri- architectural, engineering or surveying services, mary and noncontributory basis. including: WN GL 49 0109 Includes copyrighted material of Insurance Services OGlces Inc.with Its permission. Page 1 of 1 y� REQU' S ON MAYOR`55[GNATURE �L 9 naFor M ke Sorensen ne.111(o�s �am.I 5S6' �g ha pate sen�,;,� ��N aye xevu rea g�yq bnre ov eou nano a�. 3/21(1] �agu � - a mo:.eo-„ �one end en ewW� « mee� R20114 ................ 7rye agacne s sw msi.rra�rc� se�= - .were zto ory w� P - e ent a � snN +� • KENT Agenda Item: Consent Calendar - 7L WASHINOTON TO: City Council DATE: March 21, 2017 SUBJECT: Goods and Services Agreement with Western Systems for Traffic Signal Cabinets - Authorize MOTION: Authorize the Mayor to sign a Goods and Services Agreement with Western Systems for the purchase of six traffic signal cabinets and plug-in electrical components in an amount not to exceed $1581622.47, subject to final terms and conditions acceptable to the City Attorney and Public Works Director. SUMMARY: All traffic signals are controlled by electronic components within the traffic signal control cabinet. These components include the controller, malfunction monitor, bus interface units, vehicle loop amplifiers, emergency vehicle pre-emption module, load switches, flasher module, flash tray transfers, and cabinet power supply. These cabinets and components have a 20-year life cycle, but several in the City have exceeded that time frame. These cabinets will be purchased off the state contract, which includes negotiated prices that assume a higher volume of goods. EXHIBITS: Contract and written quote RECOMMENDED BY: Public Works Committee YEA: Ralph, Fincher, Higgins NAY: BUDGET IMPACTS: This is a budgeted item, included in the B & O budget.