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HomeMy WebLinkAboutPW18-096 - Original - Western Systems, Inc. - Traffic Control Cabinet Installation - 03/13/2018 s MA�lgii .40 e c o r d KEN T "%r Nl,+s w w r o w /�/��i/�i; Document +cr R14CT CtvER SHEET This is to be completed by the Contract Manag,er prior to submission to the City Clerk's Office., All portions are to be completed. 1f you have questions, please contact the City Clerk's Office at 253- S6-S'72Sm ❑ Blue/Motion Sheet Attached Pink .Sheet Attached' Vendor Name: Western Systems Vendor Number (JDE): Contract Number (City Clerk): PW18-096 Category: Contract Agreement Sub Category (if applicable): mChr,) �scr� an._r9Ler:n?_.._______._._.._.. Project Name: Traffic Signal Control Cabinet Installation Contract Execution bate: 3/13/2018 Termination bate: 6/3Q/2Q18 Contract Manager: W. Wakefield Department: PW: Engineering Contract Amount: $1701176.25 Approval Authority: ❑ Director ❑ Mayor ® City Council Other Details: • KENT W.5 Ili..T.n 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: 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 6 traffic signal controller cabinets wired per City of Kent's specifications. For a description, see the Scope of Work and 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 June 30, 2018. III. COMPENSATION. The City shall pay the Vendor an amount not to exceed One Hundred and Seventy Thousand, One Hundred and Seventy Six Dollars and twenty five cents ($170,176.25), 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 of those operations. I. Public Records 8ct. The Vendor acknowledges that the City Is a public agency subject to the Public Records Act codified in Chapter 42.56 of the Revised Code of Washington and documents, notes, emails, and other records prepared or gathered by the Vendor In its performance of this Agreement may be subject to public review 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's duties and obligations under the Public Records Act. J. City Business License Required, Prior to commencing the tasks described in Section I, Contractor agrees to provide proof of a current city of Kent business license pursuant to Chapter 5.01 of the Kent City Code. K. Counterparts and Si natures by Fax or Email. This Agreement may be executed in any number of counterparts, 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 email 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 patties below execute this Agreement, which shall become effective on the last date entered below. All acts consistent with the authority of this Agreement 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: By: By: I Aaps� ,ol , s! nature) (signature) Print me; 11C* (A) 0e, Print Name: Dana Ralph Is Its Mayor le) DATE: DATE: NOTICES TO BE SENT TO: NOTICES TO BE SENT TO: VENDOR: CITY OF KENT: Robert Nims Timothy J. LaPorte, P.E. Western Systems, Inc. City of Kent 1122 Industry St., Building B 220 Fourth Avenue South: Everett, WA 98203 Kent, WA 98032 (425), 438-1133 (telephone) (253) 856-5500 (telephone) (425) 438-1585 (facsimile) (253) 856-6500 (facsimile) APPROVED AS TO FORM: Kent Law Department GOODS & SERVICES AGREEMENT - 6 (Over$20,000, including WSST) 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 deems 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. I 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. S. 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 ree to fulfill the five requirements referenced above. By: For: A� 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 EXHIBIT A WesternSystems 1122 Industry Street, BIdF, H Phone (425)438-1133 Everett,WA 98203 Fax (425) 438-1585 January 31,2018 Quotation#WSQ WA-RN3599SC Attention: Mike Sorensen I City of Kent Quotation—P+ (TS2-1) 64Ch Knockdown We are pleased to provide this quotation for controller cabinets and plug-in electronic equipment.All equipment can be purchased through WSDOES Contract#04616 will all applicable discounts factored into the pricing.If you have any questions,please let us know. Bid Item#1:Type P-Plus (52-1) 64CH Cabinet 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,BestTM CX core locks and riser frame(unfinished)with;16-position(TS2-1)load bay,AC ouUet panel,auxiliary switch panel,detector panel 64 channel,(1)detector rack wired for 1—BIU/16—channels of detection 14—preemption channels,(3)detector racks wired for 1—BIU 116—channel of detection,fan&thermostat assemblies,load resistor panel, relay UPS load shedding panel,power supply interface panel,power panel,(4)TS2 cables,generator transfer cable,(4) unused phase links and final assembly Western Systems Part#3012500005,3310000000,2510513017,2010000040 Includes the following plug-in devices: 1—Smart monitor 16 channel enhanced MMU w/FYA support&Ethernet Eberle Design.Inc.(EDO Part#MMU2-16LEIP 1—Power supply shelf mount 5A Eberle Design.Inc.(EDI Part#PS250 6—Bus interface unit%width Eberle Design.Inc.(EDI)Part#BIU-700H 16—Load switch cube with 1/0 indicators Power Distribution&Control(PDC)Part#SSS-87110 1—Flasher cube Power Distribution&Control(PDC)Part#SSS-87 6—Flasher transfer relays Detrol Part#295 16—Loop amplifier 4 channel''/z width TS2 LED display Eberle Design.Inc.(EDIT Part#LMD624H 1—UPS power module 1100W w/(6)relays&120V inputloutput IP/SNMP Aloha Part#FXM11000PS/SNMP 1—Automatic transfer switch assembly with surge&RPA 120V Alpha Part#020-168-25 1—Remote battery management system;controller,sensor interface cables,Cat5e cables(4)SS3B-12-4 EQ sensors Alpha Part#0370260-002 1—Battery cable harness kit 48V 9.8ft'/4-20 terminals Atha Part#740-628.27 4—Battery AlphaCell 220GOLD-HP GXL 109AH1731b Alpha Part#220GOLD-HP $ 25.589.80 unit cost $153,538 8 extended t i� pl esternSystems 1 122 Industry Street, 131dg B Phone (425)438-1133 Everett,WA 98203 _ Fax (425) 438-1585 Bid Item#1A:WSDOES Processing Fee 1—WSDOES usage fee at 0.76%. Westem Systems Part#9999999900 $ 1.166.88 lump sum $154,705 68 Total GENERAL CONDITIONS OF SALE /S",'1 70.67 ,If*s rgl)c The acceptance of this quotation implies the acceptance of the following term and conditions which cannot be varied of 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 terns from Buyer in any purchase order or written communication shall not be binding on Western Systems. TERMS AND CONDITIONS A 1'1 U, 17 4.:2 S 'T"Ofi Purchase Order All purchases require a formal purchase order.Emails or verbal communication does not constitute an accep a purchase order, Delivery:90-110 days after release. Freight 7emrs:FOB Destination. Vafidity Period:60 days from date of quotation, jam:Unless current resale certificate is 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:Net 30 days/we impose a surcharge of 2%on the transaction amount an VISA and Master Card credit card products,which is not greater than our cost of acceptance.We do not surcharge VISA and Master Card debit cards.All prices are quoted as USD funds. Non•PaYont Penalties:If payment has not been received within terms,the purchaser will be considered in default Western Systems will be entilled,without prejudice to our other rights,without serving notice of default,to charge the purchaser for all costs 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. Collection 4:Upon Buyer default of these terms,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 Westem Systems,to the extent permitted by law, reasonable attorney fees In addition to aff damages otherwise available,plus any court costs or expenses incurred by Western Systems,plus any finance charges accrued on any unpaid balance owed by Purchaser. Deferment o Cancetlafton Policy:Order deferment or cancellation once materials have been released wig be subject to cancellation anNor restocking fees. Documentatim 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 3,1 parties without the express written consent of Western Systems. On-Sr'te SeMc :This quotation does not provide or imply any omite 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. Warranty Standard one year warranty on material goods manufactured or supplied by Western Systems from the date of manufacturers factory shipment,unless superseded by an additional manufacturer's warranty,provided such goods are maintained and operated in accordance with manufacturers standard method of operation.For additional Information on Western Systems warranty,please send an email to in(c0westemsystems4nc_com Return and Restocking Pp icy:Western Systems will be the sole source In determining whether any item is eligible for return.To he eligible the ilem(s)must be standard produd models,new and unused,in the original packaging,and invoiced within the last 90 days.Restocking fees are applied to ail returns and can vary between 20-50%based on annual sales activity.In no case will Western Systems be obligated to take returns for materials that are obsolete,custom orders or past the 90-day invoice period. Farce Majeure,Western Systems,Inc.shall in no event be responsible for delays in performance due to actions beyond its reasonable control including without limitation ads of God,strikes,labor shortage or disturbance,fire,accident,war,civil disturbance or carrier delays. Western Systems,Inc.accepts no liability for arras or omissions of 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_Western Systems,Inc.shall 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. Sincerely, WESTERN SYSTEMS ROW W. M#" 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 CIRQKEYMOU CERTIFICATE OF LIABILITY INSURANCE DATE 09 261001Y7 �--� os12612017 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 COPff Hub International Northwest LLC PHONE Fax 12100 NE 195th Street,Suite 200 lruC,No.Eat1:(425)489-4500 Alc No:(425)485-8489 Bothell,WA 98011 _kakss,now.info hubinternational.com INSURER(S)AFFORDING COVERAGE NAIC 0 INSURER A:Western National Assurance Company 24465___ INSURED INSURER B: Western Systems,Inc. ENSURER C:___ 1122 Industry St.Building B INSURER 0: 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. INS& TYPE OF INSURANCE AODL SUER POLICY NUMBER POLICY EFF POLICY EXP LIMITS A X COMMERCIAL GENERAL LIABILITY EACH OCCURRENCE S 1,000,000 _ CLAIMS-MADE X OCCUR CPP1075978 04 06/0612017 06106/2018 DAMAGE TO RENTED 100,000 X IBISES fEa aGmen9B1_ EO EXPAny one par an $ 10,000 PERSONAL&AOV INJURY S 1,000,000 GEN'L AGGREGATE LIMIT APPLIES PER: GENERAL AGGRgQkTE t 2,000,000 POLICY _2J( PEL LOC PRODUCTS-C MPl P !LG 21000,000 OTHER: WA STOP GAP s 1,000.000 A AUTOMOBILE LIABILITY OCR MBI�NEDO�$INGLE LIMIT S 1,000,000 X ANY AUTO _ X CPP107662004 06/0612017 061061201$ 1-BODILY INJURY Per person OWNED SCHEDULED _ AUTOS ONLY AUOTNOpSy�fEp BODILY INJURY Par accitlant S AUTOS ONLY AUTOS ONLY R,:e R I MAGE $ A X UMBRELLA LIAR X OCCUR EACH OCCURRENCE S 1,000,0- EXCESS LIAR CLAIMS-MADE X UMB1015627 03 0610612017 06/0612018 AGGREGATE 1,000,000 DED X RETENTION S 10,000 A WORKERS COMPENSATION AND EMPLOYERS'LIABILITY Y 1 N — PTATUTE X DER— — CPP1075978 04 06lO6l2017 06106l2018 11000,000 ANY PROPRIETOR/PARTNER(EXECUTIVE E.L.EACH ACCIDENT �FFICERRIMEMBER EXCLUDED? NIA llandalory In NH) -- L.DISEASE-EA EMPLOYEE 1'000'000 If yes,describe under 1,000,000 DESCRIPTION OF OPERATIONS below E.l.,DISFASF-POLICY LIMIT S DESCRIPTION OF OPERATIONS 1 LOCATIONS 1 VEHICLES ACORD 101 Additional Remarks Schedule,maybe attachad If more space Is R aired ADDITIONAL INSURED AS REQUIRED BY WRITTEN CONTRACT:CITY OF KENT.COVERAGE IS PRIMARY ANU N�N-CONTRIBUTORY.COMPLETED OPERATIONS APPLIES.SEE ATTACHED ENDORSEMENTS. 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(2016103) ©1988-2015 ACORD CORPORATION. All rights reserved. The ACORD name and logo are registered marks of ACORD Policy Number: CPP1075978 04 COMMERCIAL GENERAL LIABILITY WIN GL 49 07 15 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 II—Who Is An Insured is amended to in- B. With respect to the insurance afforded to these ad- clude as an additional insured any person or or- ditional insureds, the following additional exclusion ganization for whom you are performing opera- applies: tions when you and such person or organization This insurance does not apply to: have agreed in writing in a contract or agreement that such person or organization be added as an 1. "Bodily injury", "property damage"or"personal additional insured on your policy. Such person or and advertising injury" arising out of the ren- organization is an additional insured only with re- dering of, or the failure to render, any profes- sped to liability for "bodily injury", "property dam- sional architectural, engineering or surveying age" or "personal and advertising injury" caused, services, including: in whole or in part, by: a. The preparing, approving, or failing to pre- 1. Your acts or omissions; or pare or approve, maps, shop drawings, 2. The acts or omissions of those acting on your opinions, reports, surveys, field orders, behalf; change orders or drawings and specifica- tions; or ti in the performance of your ongoing operations for b. Supervisory, inspection, architectural or the additional insured, engineering activities. A person's or organization's status as an additional This exclusion applies even if the claims insured under this endorsement ends when your against an additional insured allege negligence operations for that additional insured are com- or other wrongdoing in the supervision, hiring, pleted. employment, training or monitoring of others However: by that insured, if the "occurrence" which 1. The insurance afforded to such additional in- caused the "bodily injury" or "property dam- sured only applies to the extent permitted by age", or the offense which caused the"person- law; and al and advertising injury", involved the render- ing of or failure to render any professional 2. If coverage provided to the additional insured services by you with respect to your providing is required by a contract or agreement, the in- engineering, architectural or surveying serv- surance afforded to such additional insured ices in your capacity as an engineer, architect will not be broader than that which you are re- or surveyor. quired by the contract or agreement to provide for such additional insured. WN GL 49 07 15 Includes copyrighted material of insurance Services Office, Inc.,with its permission. Page 1 of 2 2. "Bodily injury" or "property damage" occurring D. The following is added to the Other Insurance after. Condition and supersedes any provision to the contrary: a. All work, including materials, parts or equipment furnished in connection with Primary And Noncontributory Insurance such work, on the project (other than serv- This insurance is primary to and will not seek ice, maintenance or repairs) to be per- any contribution from any other insurance formed by or on behalf of the additional in- available to an additional insured under your sured(s) at the location of the covered op- policy provided that. erations has been completed; or b. That portion of "your work" out of which (1) The additional insured is a Named Insured the injury or damage arises has been put under such other insurance; and to its intended use by any person or or- (2) You have agreed in writing in a contract or ganization other than another contractor or agreement that this insurance would be subcontractor engaged in performing oper- primary and would not seek contribution ations for a principal as a part of the same from any other insurance available to the project. additional insured. C. With respect to the insurance afforded to these ad- ditional insureds,the following is added to Section III— Limits Of Insurance: If coverage provided to the additional insured is re- quired by a contract or agreement, the most we will pay on behalf of the additional insured is: 1. The minimum amount required by the contract or agreement; or 2. The Limits of Insurance shown in the Declara- tions; whichever is less. This endorsement shall not increase the applicable Limits of Insurance shown in the Declarations. WN GL 49 07 15 Includes copyrighted material of Insurance Services Office, Inc., with its permission. Page 2 of 2 Policy Number:CPP1075978 04 COMMERCIAL GENERAL LIABILITY WN GL 84 07 15 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. ADDITIONAL INSURED - OWNERS, LESSEES OR CONTRACTORS - COMPLETED OPERATIONS - AUTOMATIC STATUS WHEN REQUIRED IN CONSTRUCTION AGREEMENT WITH YOU This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART A. Section II —Who Is An Insured is amended to in- a. The preparing, approving, or failing to pre- clude the following: pare or approve, maps, shop drawings, opinions, reports, surveys, field orders, Any person(s) or organizations(s) for whom you change orders or drawings and specifica- have performed operations is also an additional tions; or insured, if you and such person(s) or organization(s) have agreed in writing in a contract b. Supervisory, inspection, architectural or or agreement that such person(s) or engineering activities. organization(s) be added as an additional insured on your policy for completed operations, Such This exclusion applies even if the claims person(s) or organization(s) is an additional in- against an additional insured allege negligence sured only with respect to liability for"bodily injury" or other wrongdoing in the supervision, hiring, m or "property damage" caused, in whole or part, by employment, training or monitoring of others "your work" at the location specified in the written by that insured, if the "occurrence" which contract or agreement and included in the "prod- caused the "bodily injury" or "property dam- ucts-completed operations hazard". age", or the offense which caused the"person- al and advertising injury", involved the render- However,the insurance afforded to such additional ing of or failure to render any professional insured: services by you with respect to your providing engineering, architectural or surveying serv- 1. Only applies to the extent permitted by law; ices in your capacity as an engineer, architect and or surveyor. 2. Will not be broader than that which you are re- 2. "Bodily injury" or "property damage" that oc- quired by the contract or agreement to provide curs prior to the execution of, or subsequent to for such additional insured, the expiration of, the contract or agreement in which you agreed that such person(s) or or- B. With respect to the insurance afforded to these ad- ganization(s) be added as an additional in- ditional insureds, the following additional exclu- sured. sions apply: This insurance does not apply to: 1. "Bodily injury". "property damage" or"personal and advertising injury" arising out of the ren- dering of, or the failure to render, any profes- sional architectural, engineering or surveying services, including: WN GL 84 07 15 Includes copyrighted material of Insurance Services Office, Inc., with its permission. Page 1 of 2 C. With respect to the insurance afforded to these 1. The minimum amount required by the con- additional insureds, the following is added to tract or agreement; or Section III—Limits Of Insurance; 2. The Limits of Insurance shown in the Decla- rations; If coverage provided to the additional insured is required by a contract or agreement,the most we whichever is less. will pay on behalf of the additional insured is: This endorsement shall not increase the applica- ble Limits of Insurance shown in the Declara- tions. �I I WN GL 84 07 15 Includes copyrighted material of Insurance Services Office, Inc.,with its permission. Page 2 of 2 Policy Number: CPP1075978 04 WN G!39 07 15 COMMERCIAL GENERAL LIABILITY ENHANCEMENT ENDORSEMENT ILI 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 o Non Owned Watercraft Up To 50 Feet...................................................................................2 Property Damage Liability oElevators...............................................................................................................................3 • Fire, Lightning, Explosion Or Sprinkler Leakage Exception ....................................................3 o Borrowed Equipment($25,000 Per Occurrence, $50,000 Aggregate, $2,500 Deductible Per Occurrence.....................................................................................3 Supplementary Payments—Amended • Bail Bonds Up To $5.000.......................................................................................................4 o Loss of Earnings Up To $SOO/Day ........................................................................................4 Who Is An Insured Amendments • Employee Bodily Injury To A Co-Employee,.....,.....................................................................4 o Newly Formed Or Acquired Organizations For Up To 180 Days.............................................4 o Blanket Additional Insured—Vendors—As Required By Contract..........................................4 o Blanket Additional Insured—Lessor Of Leased Equipment....................................................6 • Blanket Additional Insured— Managers Or Lessors Of Premises............................................6 • Blanket Additional Insured—State Or Governmental Agency Or Subdivision Or Political Subdivision—Permits Or Authorizations 7 • Blanket Additional insured—State Or Governmental Agency Or Subdivision Or Political Subdivision —Permits Or Authorizations Relating To Premises..........................8 0 Damage To Premises Rented To You — $300,000............................................................................9 U O Medical Payments Increased Limit — $10,000 Or Amount Shown on Declarations............................9 Conditions o Knowledge of Occurrence, Offense, Claim Or Suit Amended.................................................9 o Unintentional Failure To Disclose Hazards.............................................................................9 o Waiver of Subrogation.........................................................................................................10 Insured Contract Amended..............................................................................................................10 Personal And Advertising Injury Redefined • Televised, Videotaped Or Electronic Publication..................................................................10 WN GL 39 07 15 Includes copyrighted material of Insurance Servicos Office, Inc., vvith its permission. Page 1 of 10 WN GL 39 07 15 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY COMMERCIAL GENERAL LIABILITY ENHANCEMENT ENDORSEMENT This endorsement modifies 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 (4) Liability assumed under any "insured contract"for the ownership, maintenance or COVERAGE A — BODILY INJURY AND PROPERTY use of aircraft or watercraft; or DAMAGE LIABILITY (5) "Bodily injury" or "property damage" arising A. Non Owned Aircraft Or Watercraft out of.- Item 2. Exclusions, Paragraph g. is replaced by (a) The operation of machinery or the following: equipment that is attached to, or part g. Aircraft,Auto Or Watercraft of, a land vehicle that would qualify under the definition of "mobile "Bodily injury" or "property damage" arising out equipment" if it were not subject to a of the ownership, maintenance, use or compulsory or financial responsibility entrustment to others of any aircraft, "auto" or law or other motor vehicle insurance watercraft owned or operated by or rented or law where it is licensed or principally loaned to any insured. Use includes operation garaged; or and "loading or unloading". (b) The operation of any of the machinery This exclusion applies even if the claims or equipment listed in Paragraph f. (2) against any insured allege negligence or other or f. (3) of the definition of "mobile wrongdoing in the supervision, hiring, equipment". employment,training or monitoring of others by that insured, if the "occurrence" which caused B. Damage To Property Coverage Extensions the "bodily injury" or "property damage" Item 2. Exclusions, Paragraph J. is replaced by the involved in the ownership, maintenance, use or following: entrustment to others of any aircraft, "auto" or watercraft that is owned or operated by or J• Damage To Property rented or loaned to any insured. "Property damage"to: This exclusion does not apply to: (1) Property you own, rent, or occupy, (1) A watercraft while ashore on premises you including any costs or expenses incurred own or rent; by you, or any other person, organization or entity, for repair. replacement, (2) A watercraft you do not own that is: enhancement, restoration or maintenance (a) Less than 50 feet long; and of such property for any reason, including prevention of injury to a person or damage (b) Not being used to carry persons or to another's property; property for a charge; (2) Premises you sell, give away or abandon, if This Subparagraph (2) applies to any the "property damage" arises out of any person,who with your expressed or implied part of those premises; consent, either uses or is responsible for the use of the watercraft; (3) Property loaned to you; (3) Parking an "auto" on, or on the ways next (4) Personal property in the care, custody or to, premises you own or rent, provided the control of the insured; "auto" is not owned by or rented or loaned to you or the insured; WN GL 39 07 15 Includes copyrighted material of Insurance Services Office, Inc., with its permission. Page 2 of 10 (5) That particular part of real property on Paragraph (6) of this exclusion does not apply to which you or any contractors or "property damage" included in the subcontractors working directly or indirectly "products-completed operations hazard". on your behalf are performing operations, if the "property damage" arises out of those The insurance provided for "property damage"from �ti operations: or the use of elevators and for "property damage" to 0 (6) That particular part of any property that borrowed equipment is excess over any other valid must be restored, repaired or replaced and collectible property insurance (including any because "your work" was incorrectly deductible portion thereof) available to the insured performed on it. whether primary, excess, contingent or on any other basis. Paragraphs (1), (3) and (4) of this exclusion do not apply to "property damage" (other than damage by C. Damage To Premises Rented To You fire, lightning, explosion or sprinkler leakage) to Item 2. Exclusions, the last paragraph is replaced premises, including the contents of such premises, rented to you for a period of seven or fewer by the following: consecutive days. A separate limit of insurance Exclusions c,through n. do not apply to damage b applies to Damage To Premises Rented To You as g pp y ama g y described in SECTION III — LIMITS OF fire, lightning, explosion or sprinkler leakage to INSURANCE. However, the provisions of this premises while rented to you or temporarily paragraph do not apply if coverage for Damage To occupied by you with permission of the owner. A Premises Rented To You is excluded by separate limit of insurance applies to this coverage endorsement. as described in Paragraph 6. of SECTION III — 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 D. Personal And Advertising Injury apply 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 "Personal and advertising injury" arising out of "property damage" to borrowed equipment while oral, written, televised, videotaped or electronic not being used to perform operations at the jobsite, publication, in any manner, of material, if done Subject to Paragraph 2. of SECTION III — LIMITS by or at the direction of the insured with OF INSURANCE, the rules below fix the most we knowledge of its falsity. will pay for"property damage"under this provision: c. Material Published Prior To Policy Period (1) $25,000 any one "occurrence", regardless of "Personal and advertising injury" arising out of the number of persons or organizations who sustain damages because of that"occurrence"; oral, written, televised, videotaped or electronic publication, in any manner, of material whose (2) $50,000 annual aggregate; and first publication took place before the beginning of the policy period. (3) We will pay only for damages in excess of $2,500 as a result of any one "occurrence", regardless of the number of persons or organizations who sustain damages because of that "occurrence". We may, or if required by law, pay all or any part of any deductible amount, if applicable, to effect settlement of any claim or"suit". Upon notice of our payment of a deductible amount, you shall promptly reimburse us for the part of the deductible amount we paid. WN GL 39 07 15 Includes copyrighted material of Insurance Services Office, Inc.,with its permission. Page 3 of 10 SUPPLEMENTARY PAYMENTS—COVERAGES A The following are added: AND B C. Blanket Additional Insured — Vendors — As E. Supplementary Payments —Coverages A and B Required By Contract 1. Section II —Who Is An Insured is amended to Item 1. is amended by replacing Subparagraphs b. include as an additional insured any person(s) and d. with the following: or organization(s) (referred to throughout this endorsement as vendor) with whom you have b. Up to $5,000 for cost of bail bonds required agreed in a written contract, executed prior to because of accidents or traffic law violations loss, to name as an additional insured, but only arising out of the use of any vehicle to which with respect to "bodily injury" or "property the Bodily Injury Liability Coverage applies. We damage" arising out of "your products" which do not have to furnish these bonds. are distributed or sold in the regular course of the vendor's business. d. All reasonable expenses incurred by the insured at our request to assist us in the However. investigation or defense of the claim or "suit", a. The insurance afforded to such vendor only including actual loss of earnings up to $500 a applies to the extent permitted by law; and day because of time off from work. b. If coverage provided to the vendor is required by a contract or agreement, the SECTION 11—WHO I5 AN INSURED AMENDMENTS insurance afforded to such vendor will not be broader than that which you are A. Employee Bodily Injury To A Co-Employee required by the contract or agreement to provide for such vendor. Paragraph 2. a. (1)is replaced by the following: 2. With respect to the insurance afforded to these (1) "Bodily injury" or "personal and advertising vendors, the following additional exclusions injury": apply: (a) To you, to your partners or members(if you a. The insurance afforded the vendor does are a partnership or joint venture), to your not apply to: members (if you are a limited liability (1) "Bodily injury" or"property damage"for company), or to your other "volunteer workers" while performing duties related to which the vendor is obligated to pay the conduct of your business; damages by reason of the assumption of liability in a contract or agreement. (b) For which there is any obligation to share This exclusion does not apply to liability damages with or repay someone else who for damages that the vendor would must pay damages because of the injury have in the absence of the contract or described in Paragraph(1)(a)above; or agreement; (c) Arising out of his or her providing or failing (2) Any express warranty unauthorized by to provide professional health care you: services. (3) Any physical or chemical change in the B. Newly Acquired Organizations product made intentionally by the Paragraph 3.a. is replaced by the following: vendor; under this provision is afforded only (4) Repackaging. except when unpacked a. Coverage y solely for the purpose of inspection, until the 180" day after you acquire or form the demonstration, testing, or the organization or the end of the policy period, substitution of parts under instructions whichever is earlier; from the manufacturer, and then repackaged in the original container; i WN GL 39 07 15 Includes copyrighted material of Insurance Services Office, Inc., with its permission. Page 4 of 10 i 1 (5) Any failure to make such inspections, 4. With respect to the insurance afforded to these adjustments, tests or servicing as the vendors, the following is added to Section III — vendor has agreed to make or normally Limits Of Insurance: undertakes to make in the usual course of business, in connection with the If coverage provided to the vendor is required distribution or sale of the products: by a contract or agreement, the most we will (6) Demonstration, installation, servicing or pay on behalf of the vendor is: repair operations, except such a. The minimum amount required by the operations performed at the vendor's contract or agreement: or premises in connection with the sale of the product; b, The Limits of Insurance shown in the (7) Products which, after distribution or Declarations; sale by you, have been labeled or whichever is less. relabeled or used as a container, part or ingredient of any other thing or This endorsement shall not increase the substance by or for the vendor; or applicable Limits of Insurance shown in the Declarations. (8) "Bodily injury or "property damage" arising out of the sole negligence of the 5. With respect to the insurance afforded to these vendor for its own acts or omissions or additional insureds, the following additional those of its employees or anyone else exclusion applies: acting on its behalf. However, this exclusion does not apply to: This insurance does not apply to: (i) The exceptions contained in a. "Bodily injury", "property damage" or Subparagraphs(4) or(6); or "personal and advertising injury" arising out of the rendering of, or the failure to render, (11) Such inspections, adjustments, any professional architectural, engineering tests or servicing as the vendor or surveying services, including; has agreed to make or normally undertakes to make in the usual (1) The preparing, approving, or failing to course of business, in connection prepare or approve, maps, shop with the distribution or sale of the drawings, opinions, reports, surveys, products. field orders, change orders or drawings and specifications; or 3. This Provision C. does not apply: (2) Supervisory, inspection, architectural or a. To any insured person or organization from engineering activities. whom you have acquired such products, or any ingredient, part or container, entering This exclusion applies even if the into, accompanying or containing such claims against an additional insured products; allege negligence or other wrongdoing in the supervision, hiring, employment, b. To any vendor for which coverage as an training or monitoring of others by that additional insured specifically is scheduled insured, if the "occurrence" which by endorsement; or caused the " bodily injury" or " property c. When liability included within the damage", or the offense which caused "products-completed operations hazard" the "personal and advertising injury", has been excluded for such product either involved the rendering of or failure to by the provisions of the coverage part or by render any professional services by endorsement. you with respect to your providing engineering, architectural or surveying services in your capacity as an engineer, architect or surveyor, WN GL 39 07 15 Includes copyrighted material of Insurance Services Office, Inc., with its permission. Page 5 of 10 D. Blanket Additional Insured — Lessor Of Leased 4. With respect to the insurance afforded to these Equipment additional insureds, the following additional exclusion applies: 1. Section II —Who Is An Insured is amended to This insurance does not apply to: include as an additional insured any person(s) or organization(s) from whom you lease a. "Bodily injury", "property damage" or equipment when you and such person(s) or "personal and advertising injury" arising out organization(s) have agreed in writing in a of the rendering of, or the failure to render, contract or agreement, executed prior to loss, any professional architectural, engineering that such person(s)or organization(s) be added or surveying services, including; as an additional insured on your policy. Such person(s) or organization(s) is an insured only (1) The preparing, approving, or failing to with respect to liability for "bodily injury", prepare or approve, maps, shop "property damage"or "personal and advertising drawings, opinions, reports, surveys, injury" caused, in whole or in part, by your field orders, change orders or drawings maintenance, operation or use of equipment and specifications: or leased to you by such person(s) or organization(s). (2) Supervisory, inspection, architectural or engineering activities. However, the insurance afforded to such This exclusion applies even if the claims additional insured: against an additional insured allege a. Only applies to the extent permitted by law. negligence or other wrongdoing in the and supervision, hiring, employment, training or b. Will not be broader than that which you are monitoring of others by that insured.if the occurrence" which caused the bodily required by the contract or agreement to injury"or"property damage", or the offense provide for such additional insured. which caused the "personal and advertising A person's or organization's status as an injury". involved the rendering of or failure additional insured under this endorsement ends to render any professional services by you when their contract or agreement with you for with respect to your providing engineering, such leased equipment ends. architectural or surveying services in your Z. With respect to the insurance afforded to these capacity as an engineer, architect or additional insureds, this insurance does not surveyor. apply to any "occurrence" which takes place E. Blanket Additional Insured — Managers Or after the equipment lease expires. Lessors Of Premises 3. With respect to the insurance afforded to these 1. Section II—Who Is An Insured is amended to additional insureds, the following is added to include as an additional insured any person(s) Section III—Limits Of Insurance: or organization(s) with whom you have agreed If coverage provided to the additional insured is in a written contract, executed prior to loss, to required by a contract or agreement, the most name as an additional insured, but only with we will pay on behalf of the additional insured respect to liability arising out of the ownership, maintenance or use of that part of the premises is: leased to you, subject to the following j a. The minimum amount required by the additional exclusions: contract or agreement; or This insurance does not apply to: b. The Limits of Insurance shown in the a. Any "occurrence" which takes place after Declarations; you cease to be a tenant in that premises. whichever is less. b. Structural alterations, new construction or This endorsement shall not increase the demolition operations performed by or on applicable Limits of Insurance shown in the behalf of such additional insured. Declarations, i WN GL 39 07 15 Includes copyrighted material of Insurance Services Office, Inc., with its permission. Page 6 of 10 However: a. The insurance afforded to such additional F. Blanket Additional Insured — State Or insured only applies to the extent permitted Governmental Agency Or Subdivision Or by law; and Political Subdivision Permits Or Authorizations b. If coverage provided to the additional Section 11 — Who Is An Insured is amended to � insured is required by a contract or include as an additional insured any state or agreement, the insurance afforded to such governmental agency or subdivision or political additional insured will not be broader than subdivision with whom you have agreed in a written that which you are required by the contract contract, executed prior to loss, to name as an or agreement to provide for such additional additional insured, subject to the following insured, provisions: 2. With respect to the insurance afforded to these 1. This insurance applies only with respect to additional insureds, the following is added to operations performed by you or on your behalf Section III—Limits Of Insurance: for which the state or governmental agency or If coverage provided to the additional insured is subdivision or political subdivision has issued a required by a contract or agreement, the most permit or authorization. we will pay on behalf of the additional insured However: is: a. The insurance afforded to such additional a. The minimum amount required by the insured only applies to the extent permitted contractor agreement; or by law; and b. The Limits of Insurance shown in the b. If coverage provided to the additional Declarations; insured is required by a contract or whichever is less, agreement, the insurance afforded to such additional insured will not be broader than This endorsement shall not increase the that which you are required by the contract applicable Limits of Insurance shown in the or agreement to provide for such additional Declarations. insured. 3. With respect to the insurance afforded to these 2. This insurance does not apply to: additional insureds, the following additional exclusion applies: a. "Bodily injury", "property damage" or personal and advertising injury` arising out This insurance does not apply to: of operations performed for the federal a. "Bodily injury", "property damage" or government, state or municipality; or "personal and advertising injury arising out b. "Bodilyinjury" o► ' of the rendering of, or the failure to render, property damage' any professional architectural, engineering included within the products-completed g g operations hazard". or surveying services, including: 3. With respect to the insurance afforded to these (1) The preparing, approving, or failing to additional insureds, the following is added to prepare or approve, maps, shop Section III—Limits Of Insurance: drawings, opinions, reports, surveys, field orders, change orders or drawings If coverage provided to the additional insured is and specifications; or required by a contract or agreement, the most (2) Supervisory, inspection, architectural or we will pay on behalf of the additional insured is: engineering activities. a. The minimum amount required by the This exclusion applies even if the claims contract or agreement: or against an additional insured allege negligence or other wrongdoing in the b. The Limits of Insurance shown in the supervision, hiring, employment, training or Declarations; monitoring of others by that insured, if the whichever is less. "occurrence" which caused the "bodily injury" or"property damage", or the offense This endorsement shall not increase the which caused the "personal and advertising applicable Limits of insurance shown in the injury", involved the rendering of or failure Declarations, to render any professional services by you with respect to your providing engineering, architectural or surveying services in your capacity as an engineer, architect or surveyor. WN GL 39 07 15 Inch)(feS copyrighted material or Insurance Services Office, Inc., with its permission. Page 7 of 10 4. Wlth respect to the insurance afforded to these b. The construction, erection or removal of additional insureds, the following additional elevators; or exclusion applies: c. The ownership, maintenance or use of any This insurance does not apply to: elevators covered by this insurance. a. "Bodily injury", "property damage" or However, "personal and advertising injury" arising out a. The insurance afforded to such additional of the rendering of, or the failure to render, insured only applies to the extent permitted any professional architectural, engineering by law; and or surveying services, including: b. If coverage provided to the additional (1) The preparing, approving, or failing to insured is required by a contract or prepare or approve, maps, shop agreement, the insurance afforded to such drawings, opinions, reports, surveys, additional insured will not be broader than field orders, change orders or drawings that which you are required by the contract and specifications;or or agreement to provide for such additional (2) Supervisory, inspection, architectural or insured. engineering activities. 2. With respect to the insurance afforded to these This exclusion applies even if the claims additional insureds, the following is added to against an additional insured allege Section III —Limits Of Insurance: negligence or other wrongdoing in the If coverage provided to the additional insured is supervision, hiring, employment, training or required by a contract or agreement, the most monitoring of others by that insured, if the'occurrence" which caused the "bodily we will pay on behalf of the additional insured is: injury" or"property damage", or the offense which caused the"personal and advertising a. The minimum amount required by the injury", involved the rendering of or failure contract or agreement, or to render any professional services by you with respect to your providing engineering, b. The Limits of Insurance shown in the architectural or surveying services in your Declarations: capacity as an engineer, architect or surveyor, whichever is less. This endorsement shall not increase the applicable Limits of Insurance shown in the G. Blanket Additional Insured — State Or Declarations. Governmental Agency Or Subdivision Or Political Subdivision — Permits Or 3. With respect to the insurance afforded to these Authorizations Relating To Premises additional insureds, the following additional Section II — Who Is An Insured is amended to exclusion applies: include as an additional insured any state or This insurance does not apply to: governmental agency or subdivision or political a. 'Bodily injury", "property damage" or subdivision with whom you have agreed in a written "personal and advertising injury" arising out contract, executed prior to loss, to name as an of the rendering 'of, or the failure to render, additional insured, subject to the following any professional architectural, engineering provision: or surveying services, including: 1. This insurance applies only with respect to the (1) The preparing, approving, or failing to following hazards for which the state or prepare or approve, maps, shop governmental agency or subdivision or political drawings, opinions, reports, surveys, subdivision has issued a permit or authorization field orders, change orders or drawings in connection with premises you own, rent or and specifications; or control and to which this insurance applies: a. The existence, maintenance, repair, (2) Supervisory, inspection, architectural or p engineering activities. construction, erection or removal of advertising signs, awnings, canopies, cellar entrances, coal holes, driveways, manholes, marquees, hoist away openings, sidewalk vaults, street banners or decorations and similar exposures;or WN GL 39 07 15 includes copyrighted material of Insurance Services Office, Inc.,with its permission. Page 8 of 10 'This exclusion applies even if the claims against an additional insured allege SECTION IV — COMMERCIAL GENERAL LIABILITY negligence or other wrongdoing in the CONDITIONS AMENDMENTS supervision, hiring, employment, training or monitoring of others by that insured, if the A. Knowledge Of Occurrence t, "occurrence" which caused the "bodily injury" or"property damage", or the offense Item 2, Duties In The Event Of Occurrence, which caused the "personal and advertising Offense, Claim or Suit is amended by adding the injury", involved the rendering of or failure following: to render any professional services by you e. You must give us or our authorized with respect to your providing engineering, representative prompt notice of an architectural or surveying services in your "occurrence", claim or loss only when the capacity as an engineer, architect or "occurrence claim or loss is known to: surveyor. (1) You, if you are an individual: SECTION III -- LIMITS OF INSURANCE (2) A partner, if you are a partnership; AMENDMENTS A. Damage To Premises Rented To You (3) An executive officer or insurance manager, 9 if you are a corporation; or Paragraph 6. is replaced by the following: (4) A member or manager, if you are a limited 6. Subject to Paragraph S, above, the most we liability company. will pay under Coverage A for damages B. Other Insurance because of "property damage" to any one Item 4. Other Insurance, b. Excess Insurance(1) premises, while rented to you, or in the case of (a)(ii) is replaced by the following: damage by fire, lightning, explosion or sprinkler leakage, while rented to you or temporarily (11) That is fire, lightning, explosion or sprinkler occupied by you with permission of the owner leakage insurance for premises rented to you is the greater of: or temporarily occupied by you with permission of the owner; a, $300,000: or C. Unintentional Failure To Disclose Hazards b. The amount shown next to the Damage To Item 6. Representations is replaced by the Premises Rented To You Limit in the following: Declarations. 6. Representations And Unintentional Failure However, the provisions of this paragraph do To Disclose Hazards not apply if Damage To Premises Rented To a. By accepting this policy, you agree: You Coverage is excluded by endorsement. A B. Medical Expense Limit (1) The statements in the Declarations are Paragraph 7. is replaced with the following: accurate and complete: Subject to Paragraph 5. above, the most we (2) Those statements are based upon 7. Sub 1 9 P representations you made to us: and will pay under Coverage C for all medical expenses because of "bodily injury" sustained (3) We have issued this policy in reliance by any one person is the greater of. upon your representations. a. $10,000; or b. If you unintentionally fail to disclose any hazards existing at the inception date of b. The amount shown next to the Medical policy, will Expense Limit in the Declarations. under this Coverage Part because of such This insurance does not apply if coverage for failure. However, this provision does not Medical Expenses is excluded either by the affect our right to collect additional provisions of the coverage part or by premium or exercise our right of endorsement. cancellation or non-renewal. WN GL 39 07 15 Includes copyrighted material of Insurance Services Office, Inc_, with its permission, Page 9 of 10 D. Waiver of Subrogation SECTION V—DEFINITIONS AMENDMENTS Item B. Transfer of Rights of Recovery Against A. Insured Contract Amended Others to Us is hereby amended by the addition of the following: Paragraph 9. a, is replaced by the following: We waive any right of recovery we may have a. A contract for a lease of premises. However, because of payments we make for injury or that portion of the contract for a lease of damage arising out of your ongoing operations or premises that indemnifies any person or "your work" done under a written contract, organization for damage by fire, lightning, executed prior to loss, requiring such waiver with explosion or sprinkler leakage to premises that person or organization and included in the while rented to you or temporarily occupied by "products-completed operations hazard". However, you with permission of the owner is not an our rights may only be waived prior to the "insured contract"; "occurrence" giving rise to the injury or damage for which we make payment under this Coverage Part. B. Personal And Advertising Injury Redefined The insured must do nothing after a loss to impair Paragraph 14. d. and e. are replaced by the our rights. At our request, the insured will bring following: "suit" or transfer those rights to us and help us enforce those rights. d. Oral, written,televised,videotaped or electronic publication of material that slanders or libels a person or organization or disparages a person's or organization's goods, products or service; e. Oral, written,televised,videotaped or electronic publication of material that violates a person's right of privacy; i i 1 i WN GI_39 07 15 includes copyrighted material of insurance Services Office, Inc., with its permission. Page 10 of 10 Policy Number: CPP1075978 04 COMMERCIAL GENERAL LIABILITY CG 25 03 05 09 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ fT 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 urder 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&RP.struction project desi W�leco rgction project shown in � $ shown in the Schedule the I. 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 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 e 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 onlyto ongoing a Insureds; operations at a single designated construction project shown in the Schedule above: b. Claims made or "suits " txought; a 1. Any payments made under Coverage A C. F�rsons or organizations malting for damages or under Coverage C for claims 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 c, Insurance Services Office, Inc., 2008 Page 1 of 2 2. Sucfi paytTem sha II nDt reduce any Dom- D. If the applicable designated construction proj• ignaecd Umtrudion Roject CL-nera I cc t h as be co a b and on ed, d e la y e d , e r a b a u Agl,�m Mte Limit. doped and then restarted , or if the authorized C. When coverage For lia bility tt rising out of the contracting pa rties deviate from pla ns, btu ,, prod acts-corn pleted operations hazard , is prints, designs, specifications or timetable provided , any payments for damages because the project will still be deemed to be the sarne of"bodily irr.ju ry" or "property da ntage " in- construction project. eluded in the "products-completed operations E. The provisions of Section III - Limits Of In- haza rd" will red Lice the Prod ucts-corn pleted sura nce not otherwise mod ified by this Operations Agg regate Li rnit, and not red Lice endorsement shall contin ue to appl y as the Genera 1 Aggregate Limit nor the Desig- stipu lated. nated Construction Project Genera 1 Aggregate Lint. Page 2 of 2 Insura nee Services Office. 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