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HomeMy WebLinkAbout5658PROFESSIONAL SERVICES AGREEMENT Water Legal Services — Van Ness Feldman The City of Bremerton ("City") and Van Ness Feldman, LLP ("Consultant"), referred to collectively as the "Parties," enter into the following Agreement for professional services: I. Scope: The Consultant agrees to perform the services more specifically described in the Scope of Work, dated March 1, 2017, including any attachments thereto, attached hereto as Exhibit A, which is incorporated by reference herein. The Scope of Work may be modified only pursuant to Section VII.H of this Agreement. If the Scope of Work provides for unspecified additional services such services shall only be performed upon the express written request of the City. Consultant further represents that the services furnished under this Agreement will be performed in accordance with generally accepted professional practices in effect at the time such services are performed. II. Term: The City and the Consultant agree that work will begin on the tasks described in Exhibit A immediately upon execution of this Agreement. The parties agree that the work described in Exhibit A is to be completed as provided for in the work schedule attached hereto as Exhibit B; provided however, that additional time shall be granted by the City for excusable delays or extra work as provided for in Section IX.A of this agreement. III. Compensation: In consideration of the services provided pursuant to this Agreement, the City shall pay Consultant in an amount not to exceed $24,000. Consultant's charges and bills shall conform to the fee schedule described in the letter attached hereto, which is incorporated herein as Exhibit C and incorporated herein by this reference. The terms of the City of Bremerton Professional Services Agreement control over any conflicting terms listed in Exhibit C. The Consultant shall submit regular billing statements detailing work performed and amount charged on each task or portion thereof. The descriptions shall conform to and fall within the categories set out in the Scope of Work and/or Fee Schedule. Upon receipt of a conforming billing statement, the City shall promptly process payment. PROVIDED, HOWEVER, the City reserves the right to prioritize scoped work and accelerate and/or delay work tasks under the time frame set forth in Section II herein. The Consultant's labor rates and billing fees shall be as delineated in Exhibit C. Consultant shall not perform work beyond the Scope of Work, nor shall be compensated for such work, unless the Scope of Work or amount of compensation is modified pursuant to this Agreement. Consultant shall only be compensated for additional services if requested pursuant to Section I and, if not otherwise provided, such compensation shall be in accordance with Exhibit C. If a billing statement does not conform to this Agreement, the City may withhold payment until the statement is brought into compliance. Such withholding does not relieve Consultant of its obligations under this Agreement. Bremerton/Van Ness Feldman Water Legal Services Rev 02-16 Page 1 of 15 IV. Relationship of Parties: Consultant represents that it is skilled in the matters addressed in the Scope of Work and is performing independent functions and responsibilities within its field of expertise. Consultant and its personnel are independent Consultants and not employees of the City. Consultant and its personnel have no authority to bind the City or to control the City's employees and other Consultants. None of the benefits provided by the City to its employees, including, but not limited to, compensation, insurance, and unemployment insurance are available from the City to the employees, agents, representatives, or sub -Consultants of the Consultant. Consultant will be solely and entirely responsible for its acts and for the acts of Consultant's agents, employees, representatives and sub -Consultants during the performance of this Agreement. The City may, during the term of this Agreement, engage other independent Consultants to perform the same or similar work. As an independent Consultant, Consultant is responsible for its own management. The City's administration and enforcement of this Agreement shall not be deemed an exercise of managerial control over Consultant or its personnel. As an independent Consultant, Consultant is responsible for payment of all taxes and licensing fees necessary to perform its obligations under this Agreement. These taxes and fees include but are not limited to State industrial insurance, Business & Occupation, State professional licensing, and City business licensing. If any taxes or fees due the City have been declared delinquent, the City may withhold the delinquent amount, plus any additional charges arising from the delinquency, from any payments due Consultant. V. Indemnification: A. Consultant 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 performance of this Agreement except for that portion of the injuries and damages caused by the City's sole negligence, unless Consultant is conducting work pursuant to Subsection B below. The City's review or acceptance of any of the work when completed shall not be grounds to avoid any of these covenants of indemnification. B. Architects, Engineers and Any Other Professional Listed In and Performing Services Defined in RCW 4.24.115. Should a court of competent jurisdiction determine that Consultant's services provided pursuant to this Agreement is subject to RCW 4.24.115, then, in the event of liability for damages arising out of bodily injury to persons or damages to property caused by or resulting from the concurrent negligence of the Consultant and the City, its officers, officials, employees, agents and volunteers, the Consultant's liability hereunder shall be only to the extent of the Consultant's negligence. IT IS FURTHER SPECIFICALLY AND EXPRESSLY UNDERSTOOD THAT THE INDEMNIFICATION PROVIDED HEREIN CONSTITUTES THE CONSULTANT'S WAIVER OF IMMUNITY UNDER INDUSTRIAL INSURANCE, TITLE 51 RCW, SOLELY Bremerton/Van Ness Feldman Water Legal Services Rev 02-16 Page 2 of 15 FOR THE PURPOSES OF THIS INDEMNIFICATION. THE PARTIES FURTHER ACKNOWLEDGE THAT THEY HAVE MUTUALLY NEGOTIATED THIS WAIVER. The provisions of this section shall survive the expiration or termination of this Agreement. VI. Insurance: The Consultant 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 Consultant, its agents, representatives, employees, sub -consultants or sub -Consultants. Before beginning work on the project described in this Agreement, the Consultant shall provide a Certificate of Insurance evidencing: 1. Automobile Liability insurance with limits no less than $1,000,000 combined single limit per accident for bodily injury and property damage; and 2. Commercial General Liability insurance written on an occurrence basis with limits no less than $1,000,000 combined single limit per occurrence and general aggregate for personal injury, bodily injury and property damage. Coverage shall include but not be limited to: blanket contractual; products/completed operations/broad form property damage; explosion, collapse and underground (XCU) if applicable; and 3. Excess Liability insurance with limits not less than 1,000,000 limit per occurrence and aggregate. 4. Professional Liability insurance with limits no less than $1,000,000 limit per occurrence/claim. 5. Workers Compensation insurance as statutorily required by the Industrial Insurance Act of the State of Washington, Title 51, Revised Code of Washington and employer's liability with limits not less than $1,000,000. Any payment of deductible or self insured retention shall be the sole responsibility of the Consultant. All required policies shall be provided on an "occurrence" basis except professional liability insurance (if required), which may be provided on a "claims -made" basis. The City shall be named as an additional insured on the Commercial General Liability insurance policy, as respects work performed by or on behalf of the Consultant and a copy of an endorsement that is acceptable to the City, which names the City as an additional insured shall be attached to the Certificate of Insurance. The City reserves the right to receive a certified copy of all the required insurance policies and endorsements. The City further reserves the. right to reject any unacceptable policies and/or endorsements. The Consultant's Commercial General Liability insurance shall 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. The Consultant's insurance shall be primary and non-contributory insurance as respects the City and shall contain a waiver of subrogation against the City for claims -arising out of any Bremerton/Van Ness Feldman Water Legal Services Rev 02-16 Page 3 of 15 operations, liabilities and obligations to which coverage applies. It shall be an affirmative obligation upon Consultant to advise the City's Risk Manager by fax at (360) 473-5161, or by certified mail, return receipt requested to City of Bremerton, attn: Risk Management, 345 6th Street, Suite 600, Bremerton, WA 98337 within two days of the cancellation, suspension or substantive change of any insurance policy set out herein, and failure to do so shall be construed to be a breach of this Agreement. The City also reserves its unqualified right to require at any time and for any reason, proof of coverage in the form of a duplicate of the insurance policy with all endorsements as evidence of coverage. VII. General Conditions: A. Reports and Information: When requested by the City, Consultant shall furnish periodic reports and documents on matters covered by this Agreement. The reports and documents shall be furnished in the time and form requested. Consultant shall maintain accounting records in accordance with Generally Accepted Accounting Principles (GAAP) to substantiate all billed amounts. B. Ownership and Use of Records and Documents: Original documents, drawings, designs and reports, including those in electronic format, developed under this Agreement are the property of the City. All written information submitted by the City to the Consultant in connection with the services performed by the Consultant under this Agreement will be safeguarded by the Consultant to at least the same extent as the Consultant safeguards like information relating to its own business. If such information is publicly available or is already in Consultant's possession or known to it, or is rightfully obtained by the Consultant from third parties, Consultant shall bear no responsibility for its disclosure, inadvertent or otherwise. All data, documents and files created by Consultant under this Agreement may be stored at Consultant's office in Seattle, Washington. Consultant shall make such data, documents, and files available to the City upon its request at all reasonable times for the purpose of editing, modifying and updating as necessary until such time as the City is capable of storing such information in the City's offices. Duplicate copies of this information shall be provided to the City upon its request, and at reasonable cost. All documents, including all reports, drawings, specifications, computer software or other items prepared or furnished by Consultant pursuant to this Agreement, are instruments of service with respect to the project and are the property of the City. Any reuse by the City for other than the specific purpose intended will be at City's sole risk. C. Use of Photographs and Images. Consultant shall not use or distribute photographs or images depicting City officials, personnel, property, or equipment whether prepared by Consultant or provided by City without prior written consent of the City. The City will not unreasonably withhold its consent. Bremerton/Van Ness Feldman Water Legal Services Rev 02-16 Page 4 of 15 D. Work Performed at Consultant's Risk: Consultant shall take all precautions necessary and shall be responsible for the safety of its employees, agents, and sub -consultants in the performance of the work hereunder and shall utilize all protection necessary for that purpose. All work shall be done at Consultant's own risk, and Consultant 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. E. Place of Work: The Consultant shall perform the work authorized under this Agreement at its offices in Seattle, Washington. Meetings with the City staff as described in Exhibit A, Scope of Work, shall take place at the City's offices, or at locations mutually agreed upon by the parties. F. Entire Agreement: This Agreement and its Exhibits constitutes the entire agreement between the Parties, and the Parties acknowledge that there are no other agreements, written or oral, that have not been set forth in the text of this Agreement. G. Severability: Should any part of this Agreement be found void, the balance of the Agreement shall remain in full force and effect. H. Modification: This Agreement may only be modified by written instrument signed by both Parties. I. Written Notices: All communications regarding this Agreement shall be sent to the parties at the addresses listed below by registered or 1st class mail, or by personal service, 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. City Address City of Bremerton Public Works and Utilities 100 Oyster Bay Ave N Bremerton, WA 98312 Consultant Address Van Ness Feldman, LLP 719 Second Avenue Suite 1150 Millennium Tower Seattle, WA 98104 J. Waiver: Failure to enforce any provision of this Agreement shall not be deemed a waiver of that provision. Waiver of any right or power arising out of this Agreement shall not be deemed waiver of any other right or power. K. Non -Waiver of Breach: The failure of the City to insist upon strict performance of any of the covenants and agreements contained herein, or to exercise any option herein conferred in one or more instances shall not be construed to be a waiver or relinquishment of said covenants, agreements or options, and the same shall be and remain in full force and effect. L. Compliance with Laws: Consultant shall comply with all applicable Federal, State, and local laws in performing its obligations under this Agreement. Bremerton/Van Ness Feldman Water Legal Services Rev 02-16 Page 5 of 15 M. Choice of Law and Venue: This Agreement shall be interpreted according to the laws of the State of , Washington. - Any judicial action to resolve disputes arising out of this Agreement shall be brought in Kitsap County Superior Court. N. Attorneys' Fees: In the event of litigation to enforce any of the terms or provisions herein, each party shall pay all its own costs and attorney's fees. 0. Assignment: Any assignment of this agreement by the Contractor without the written consent of the City shall be void. VIII. Nondiscrimination: Consultant shall not discriminate in employment or services to the public on the basis of race, color, national origin, sex, religion, age, marital status, disability, or sexual orientation except for employment actions based on bona fide occupational qualification. IX. Termination: This Agreement shall remain in force until completion and acceptance of the services, terminated by written instrument upon mutual consent, or by the City of Bremerton for convenience. This Agreement may be immediately terminated for cause by a Party if the other Party substantially fails to perform through no fault of the terminating Party, and the non- performing Party does not commence correction of the failure of performance within thirty (30) days of the terminating Party's sending notice to the non-performing Party. Any Notice by Consultant shall include a report showing the status of all items listed in the Scope of Work current through the termination date. If the City receives reimbursement by any federal, state, or other source for work described in Section I herein, and that funding is withdrawn, reduced or limited in any way, or the project is cancelled or substantially reduced after the execution date of this Agreement and prior to the completion of the work, the City may summarily terminate this Agreement. A. Excusable Delays: The right of Consultant to proceed shall not be terminated nor shall Consultant be charged with liquidated damages for any delays in the completion of the work due to: 1) any acts of the federal government in controlling, restricting, or requisitioning materials, equipment, tools, or labor by reason of war, national defense, or other national emergency; 2) any acts of the City, its consultants, or other public agencies causing such delay; and 3) causes not reasonably foreseeable by the parties at the time of the execution of the Agreement that are beyond the control and without the fault or negligence of the Consultant, including, but not restricted to, acts of God, fires, floods, strikes, or weather of unusual severity. PROVIDED, HOWEVER, that the Consultant must promptly notify the City within ten (10) calendar days in writing of the cause of the delay. If, on the basis of the facts and the terms of this Agreement, the delay is properly excusable, the City shall, in writing, extend the time for completing the work for a period of time commensurate with the period of excusable delay. B. Rights_ Upon Termination: In the event of termination, the City shall pay for all services performed by the Consultant to the effective date of termination, as described on a final invoice submitted to the City. After termination, the City may take possession of all records and data within the Consultant's possession pertaining to this project which may be used by the City Bremerton/Van Ness Feldman . Water Legal Services Rev 02-16 Page 6 of 15 without restriction. Any such use not related to the project which Consultant was contracted to perform shall be without liability or legal exposure to the Consultant. X. Suspension & Debarment. For contracts involving Federal funding, Consultant hereby certifies, by signing this agreement, that neither it nor its principals are presently debarred, suspended, proposed for debarment, declared ineligible, or voluntarily excluded from participation in this transaction by any Federal department or agency. Consultant shall provide immediate written notice to the City if at any time it learns that it is or has become ineligible for certification. Should Consultant enter into a covered transaction with another firm, Consultant agrees by signing this agreement that it will verify that the firm with whom it intends to do business is not debarred, suspended, ineligible, excluded or disqualified. CITY OF BREMERTON By: its: Or -re tvfr� v Date: 3iq lr% Approved as to form: Q Bremertonity ttorne R:\Legal\Legal\Contracts\FORMS\Professional Services Agreement Form (2016).doc Bremerton/Van Ness Feldman Water Legal Services Page 7 of 15 CONSULTANT 1"Y 4) 7*&(' By: i*t 'd 7v -&v f its: %/ Date:✓ 0l A st: rty Clerk Rev 02-16 EXHIBIT A SCOPE OF WORK Van Ness Feldman is a law firm with expertise in various aspects of water law. The following are examples of the legal assistance that will be provided under this contract: 1. Legal issues concerning Bremerton's relationships with water districts that Bremerton serves water to or have that service area adjacent to the Bremerton service area, including the Sunnyslope Water District and the Rocky Point Water District 2. Water rights and water law questions and issues 3. Other legal issues pertaining to the ownership, operation, and regulation of water systems 1i:11 I3_M. SCHEDULE Work may begin on the tasks described in Exhibit A immediately upon execution of this Agreement. All work under this agreement will be completed by December 31, 2018. Bremerton/Van Ness Feldman Water Legal Services Rev 02-16 Page 8 of 15 EXHIBIT C Van Ness Feldman LLP March 1, 2017 Roger A. Lubovich City Attorney City of Bremerton 345 6" St., Suite 600 Bremerton, WA 98337 719 Second Avenue, Suite 1150 Seattle, WA 98104-1728 206-623-9372 vnf.com Re: Engagement of VAN NESS FELDMAN, LLP to Provide Legal Services Dear Roger: We are pleased that the City of Bremerton ("City," "Client" or "you") has engaged Van Ness Feldman, LLP ("VNF," the "Firm," "us," or "we") to serve as legal counsel. We look forward to a valued relationship with you and successfully achieving your goals. This letter is intended as Exhibit C to the PROFESSIONAL SERVICES AGREEMENT BETWEEN CITY OF BREMERTON AND VAN NESS FELDMAN, LLP FOR CONSULTANT SERVICES (the "Services Agreement") in order to provide supplemental terms of our representation regarding conflicts of interest matters and billing policies. The scope of our representation is set forth in the Services Agreement. Fees and Billing We offer discounted fees for significant work on behalf of municipal clients. I will have primary responsibility for this representation and my 2017 discounted hourly billing rate is $400.00 per hour. Rates for our attorneys and other professionals vary depending upon their qualifications, experience, and other factors. We also make use of legal assistants and certain administrative personnel (who generally have lower hourly billing rates) for specific tasks in appropriate circumstances. In addition, in appropriate circumstances, we may at times make use of temporary or contract attorneys or legal assistants, for whose time we will likewise bill at hourly rates determined by us to be appropriate to their experience level and the tasks that they are performing. Additional billing policies are included in the attached General Terms. Bremerton/Van Ness Feldman Water Legal Services Rev 02-16 Page 9 of 15 City of Bremerton - 2 - March 1, 2017 Conflicts of Interest As with any other client, you will have our complete loyalty with respect to this matter. VNF is a national law firm with a substantial practice in the areas of energy, environment, natural resources, land use and real estate. We represent other clients with diverse interests in mining, energy and development industries. Some of our clients may now or in the future engage in the same lines of business as you. It is possible that during the time we represent you, some of our clients may ask us to represent them in matters in which you are involved as another party. In the interests of all of our clients, including you, and our own prudent business conduct, you agree our representation of you in the above-described matter will not prevent us from representing any present or future client, whether or not on a basis adverse to you, including representation in any other legal or legislative matter, so long as that matter is not the same as or substantially related to the Firm's work on behalf of you in the matter that is the subject of this Engagement Letter. We maintain a list of former and current clients so that we may determine whether a past or present relationship with any other party prevents us from representing you in this matter. You have provided us with the names of the following parties who may have interests adverse to you in this matter: Sunnyslope Water District and Rocky Point Water District. We have checked those names against our list of former and current clients and we have not identified any conflicts of interest that, under the Rules of Professional Conduct, would prevent us from representing you in this matter. We request that you review this list and advise us if you become aware of any changes needed now or in the future, including those caused by changes to the scope of our representation. If you do not tell us to the contrary, we will assume that this list of adverse parties is complete and accurate. Establishing the Attorney -Client Relationship The Services Agreement will establish the attorney-client relationship, and this letter is intended to be included in the Services Agreement by reference. If this letter meets with your approval, please indicate your acceptance by including this letter as Exhibit C in the Services Agreement for approval and signature by the City. You are providing informed consent in agreeing to this letter. If you require additional information about the scope of the letter, please contact me. In addition, you have the right to have this letter and the General Terms reviewed by other counsel to ensure that your rights are fully protected. Bremerton/Van Ness Feldman Water Legal Services Page 10 of 15 Rev 02-16 City of Bremerton - 3 - March 1, 2017 Thank you, and we look forward to working with you. Very truly yours, VAN NESS FELDMAN, LLP /` Adam W. Gravley cc: Kathleen Cahall Attachment BremertonNan Ness Feldman Water Legal Services Rev 02-16 Page 11 of 15 Van Ness Feldman LLP These General Terms apply to our engagement as counsel for the Client. To the extent any provisions contained in the Engagement Letter supersede or conflict with any provisions of these General Terms, the provisions of the Engagement Letter will control. 1. Our Firm. For purposes of the Engagement Letter and these General Terms, references to "Van Ness Feldman, LLP", "Van Ness", the "Firm", "we", "our" or "us" means Van Ness Feldman, LLP, a District of Columbia limited liability partnership. 2. Identification of Our Client. Our only clients in any engagement are the persons or entities specifically defined in the Engagement Letter as the "Client." Our engagement as counsel for the Client is not intended to, and does not, create any attorney- client relationship or any obligations between the Firm and any other persons or entities, including any parent, subsidiary, affiliate, or member of the Client. That one or more persons or entities may have agreed to pay our fees and other charges for a particular engagement does not, in and of itself, create an attorney-client relationship between us and those persons or entities, or make those persons or entities part of our attorney-client relationship with the Client. 3. Our Relationship. Our acceptance of the engagement described in the Engagement Letter does not constitute an undertaking to represent the Client or the Client's interests in any matter other than the engagement described in the Engagement Letter. Unless a subsequent engagement letter has been issued by us, all future engagements or services that we agree to undertake for you, will also be subject to all the terms and conditions set forth in the Engagement Letter and these General Terms, except that those other services will be billed to the Client using hourly billing and other rates then in effect for our fees and charges, unless otherwise agreed. Notwithstanding any termination, the Client will remain responsible for payment of all charges for professional fees and disbursements for services provided prior to the date of termination. We reserve 74154-2 Bremerton/Van Ness Feldman Water Legal Services Page 12 of 15 719 Second Avenue, Suite 1150 Seattle, WA 98104-1728 206.623-9372 vnf.eom the right to terminate our engagement and attorney- client relationship, consistent with the requirements of the Rules of Professional Conduct, upon written notice to the Client or upon a court order. We are not required to advise the Client concerning subsequent legal developments relating to the matter described in the Engagement Letter once that matter or any other matter that we advise the Client on is complete or our attorney-client relationship is terminated. The Engagement Letter and these General Terms may only be modified if agreed to in writing by the Firm and the Client and, to the extent applicable, to any third party who has agreed to pay the Firm's fees and other charges for representing the Client. 4. Client Charges. Typically, our charges to clients are based on two components. First, we charge fees for the amount of time, our legal and other professionals work on the matter described in the Engagement Letter. These fees are based on the legal or other professionals' hourly rates, which vary by the particular individual. We may also agree to other fee arrangements, that may include, for example, retainers or fixed monthly fee amounts. Second, we invoice for disbursements incurred and other charges. 5. Hourly Rates. Billing rates for attorneys, policy professionals, planners, paralegals, and law clerks vary depending upon their qualifications, experience, and other factors. Our hourly rates change from time to time, but not more than once per year. You may request a schedule of our current hourly rates at any time. These hourly rates are adjusted periodically to accommodate rising Firm costs and to reflect changes in status as lawyers and other professionals attain new levels of expertise. Any increases resulting from such adjustments will be•instituted automatically and will apply to each affected client. We also make use of legal assistants and certain administrative personnel, who generally have lower hourly billing rates, for certain tasks in appropriate circumstances. Rev 02-16 In addition, in appropriate circumstances, we may at times make use of temporary or contract attorneys, for whose time we will likewise bill at hourly rates determined by us to be appropriate to their experience level and the tasks they are performing. 6. Disbursements and Other Charges. Other charges for which we bill include: reimbursement for certain out-of-pocket expenses (e.g., filing fees, local counsel fees, process -serving fees, court reporter fees, expert witness fees, charges for litigation support vendors, fees for obtaining documents, travel -related expenses, and postage). In addition, we charge for certain services, such as copying services, document scanning, word processing, electronic research, proofreading, certain conference, long distance and international telephone and fax communications, couriers and overtime services. The foregoing lists are examples of costs, and are not intended to be exhaustive. You may request a schedule of these costs from us at any time. We bill all of these costs without markup by us and these charges are separate and apart from our attorneys' fees. We may agree to advance nominal costs and bill you for them at the end of the month. These costs, including taxes if any, will be included as a separate item on your monthly statement. You, as the Client, are responsible for these costs. In some circumstances, involving significant outlays to third parties, we may request that you pay the cost directly or that you pay us in advance. 7. Billing Statements and Payment. Once work begins, we bill on a monthly basis, Our bills are denominated in U.S. Dollars unless otherwise agreed and are payable upon receipt (unless the full amount due is covered by the balance of an advance fee deposit held in our trust account). Payment is not contingent on whether or when any particular outcome is or may be achieved. Due to time delays that sometimes occur between when certain fees and other costs are incurred and when those amounts are posted to our accounting system, amounts that appear on the billing statement for a particular time period may reflect activity from an earlier period of time that was not previously invoiced. There may be other circumstances in which we must delay or vary from our usual schedule for issuing bills, or to delay including particular amounts on bills. However, those delays or variations will not relieve the obligation to pay those amounts when they are billed or waive our right to recover those amounts. All payments under this Engagement Letter shall be made free and clear o£ and without deduction for, any and all present or 74154-2 Bremerton/Van Ness Feldman Water Legal Services Page 13 of 15 2 future taxes, levies, imposts, deductions, charges or withholdings, except as required by law. Our policy is to treat every question about a bill promptly and fairly. It is also our policy that, if a client does not pay an invoice within 60 days of mailing, we may advise the Client that it must pay the invoice within 14 days or we may take appropriate steps to withdraw as attorney of record. This same policy applies to fee arrangements that require the client to replenish fee deposits or make deposits for anticipated costs. 8. Content of Billing Statements. Any description of services or other charges with billing statements should be understood as being summary in nature and not a comprehensive statement of all activity and services underlying the bill. However, on request, we will be happy to discuss and explain those descriptions or answer any other questions about our statement. 9. Methods of Payment. Payments may be made by wire transfer or by check. We ask the Client to indicate (by reference to the statement number) the billing statement to which they pertain. In the event that our billing statements are not paid in full when due, we reserve the rights to assert all our legal and equitable rights with respect to that late payment, including to limit the work that we perform on our engagement consistent with our professional and ethical obligations. 10. Payment of Fees by Other Parties. A third party may agree with us and our Client to pay some or all of our fees and other charges for a particular engagement, or a court may: order another party to pay some or all of our fees and other charges. Our knowledge of or cooperation with such an arrangement does not relieve our Client from the. obligation to timely pay our fees and other charges. 11. Estimates and. Budgets. We appreciate your need to manage and, when possible, predict your legal costs. We are happy to assist you in doing this by providing an estimate or budget for our services. If you request us to prepare an estimate or budget of our fees and other charges for an engagement (or for a particular phase thereof), the estimate or budget so provided will be, unless otherwise agreed, solely for informational purposes and is not an agreement to cap our fees and other charges or a guarantee that the fees and other charges will not exceed the estimated or budgeted amounts. 12. Advance Deposits. If an advance deposit is required in order for us to assume the engagement Rev 02-16 described in the Engagement Letter, that amount is set forth in the Engagement Letter. Upon receipt, the advance deposit will be deposited into the Firm's IOLTA client trust account, an account whose interest is disbursed to the Washington Legal Foundation in accordance with the Washington State Bar Association's Rules of Professional Conduct 1.14 that provides for the Foundation's use of those interest funds for public service activities. Funds will be disbursed to the Firm for fees and nominal costs as they accrue unless, within 10 days after we mail the monthly statement to you, we receive written notice from you that you object to disbursal from the trust fund, in which case we will contact you to resolve any objection. Our monthly billings will reflect such applications of the advance deposit and also the current balance due, if any. We also reserve the right to require increases or renewals of these advanced deposits. Any balance remaining at the conclusion of the matter will be promptly refunded, unless another matter for you is pending and you agree, in writing, to apply the balance to that matter. 13. Staffuta. A variety of legal and non -legal personnel may perform services as part of our engagement. We determine, in consultation with the Client, the personnel involved in an engagement in our judgment based on relevant factors. 14. Client Files. From time to time, in our discretion, we may discard written, electronic, or other material from our files. We undertake no obligation to maintain any files relating to any engagement for any particular period of time (other than as required by law). Clients who wish to ensure that any particular materials in our files that belong to them will be available to them in the future should contact us to make arrangements to obtain those materials or copies. Depending on the circumstances, we may charge fees for the retrieval, review, reproduction, shipping and other similar expenses associated with providing the Client with those materials or copies). We reserve the right to retain for our own purposes copies of any materials that we have generated or that we have received in the course of representing you, provided that our obligation to preserve the confidentiality of client information will continue. 15. Electronic Communication E-mail, extranets, and other forms of electronic communication are important business tools, and we may use them to communicate with you unless you direct otherwise. However, there are risks associated with their use by any business. We have no reason to believe that our own e-mail or other electronic communication systems are not reasonably secure. It is possible, however, that the information sent or stored 74154-2 Bremerton/Van Ness Feldman Water Legal Services Page 14 of 15 electronically might be impermissibly accessed by third parties. We are not liable for any information sent or stored electronically that is impermissibly intercepted, accessed, or otherwise falls into the hands of those other than the intended recipient. Please note that e-mail can be subject to delays and non-delivery; you should confirm with us that we have received and read your e-mail communications that may be critical or time sensitive. 16. Disputes. If you are dissatisfied in any respect with our representation, we encourage you to contact us and to discuss any concern you may have so that it may be resolved quickly and to your satisfaction. The Client and the Firm shall submit all controversies or claims regarding the legal fees or amounts charged to the Client by the Firm arising out of or relating to the relationship between Client, its affiliates or successors (the "Client Arbitration Parties") and the Firm, its affiliates, attorneys or staff or any of their successors (the "Firm Arbitration Parties") (collectively the "Arbitration Parties")' or the services provided by the Firm Arbitration Parties to binding arbitration. By agreeing to arbitrate, you hereby waive your right to a jury trial. The arbitration will be conducted in accordance with this Engagement Letter and the rules of the American Arbitration Association as in effect on the date of this Engagement Letter. The arbitration will be conducted before a single neutral arbitrator. If the Arbitration Parties are not able to agree upon the selection of an arbitrator, within twenty days of commencement of an arbitration proceeding by service of a demand for arbitration, the arbitrator, shall be selected by the American Arbitration Association. The arbitration shall be commenced and, held in the city and state where the Firm office is located whose attorneys spent the most amount of time on the matter in dispute. Any issue concerning the location of the arbitration, the extent to which any dispute is subject to arbitration, the applicability, interpretation, or enforceability of this Engagement Letter shall he resolved by the arbitrator. To the extent state law is applicable, the arbitrator °shall apply the substantive law of the state where the Firm office is located whose attorneys spent the most amount of time on the matter in dispute. The demand for arbitration shall be made within a reasonable time after the claim, dispute or other matter in question has arisen, and in no event shall it be made after two years from when the aggrieved party knew or should have known of the controversy or dispute. The Firm and the Client shall treat as confidential all aspects of the arbitration and neither the Arbitration Parties nor the arbitrator may disclose the content or results of the arbitration, except as necessary to comply with legal or regulatory requirements. The result of the arbitration Rev 02-16 Client#: 40157 VANNES sQ, ACORDTM CERTIFICATE OF LIABILITY INSURANCE DATE(MM/DD/YYYY) 10/3112018 THIS CERTIFICATE IS ISSUED ASA MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must have ADDITIONAL INSURED provisions or be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer any rights to the certificate holder in lieu of such endorsement(s). PRODUCER CBIZ Insurance Services 9755 Patuxent Woods Drive ;» ° ¢� Suite 200 CONTACT Darlene Hall PHONE 443-259-3263 FAX E MAIC°' Ext):(A/C, "° ADDREss: dahall@cbiz.com INSURER(S) AFFORDING COVERAGE NAIC# Columbia, MD 21046 ss t r •� L I INSURER A: Travelers Indemnity Co of America 25666 INSURED N of BretTlerto n Van Ness Feldman, LLP � 1050 Thomas Jefferson Street, Washington, DC 20007 °1SkM2natjimtr±t B: Travelers Indemnity Company 25658 INSURER CINSURER Standard Fire Insurance Co. 19070 INSURER D: Travelers Indemnity Company of CT 25682 INSURER E: ' 6303G68224A INSURER F: - --- Y IYVIYI�CR. THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACTOR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. INSR LTR TYPE OF INSURANCE ADDLSUBR INSR WVD POLICY NUMBER POLICY EFF POLICY EXXP P LIMITS A X COMMERCIAL GENERAL LIABILITY X X 6303G68224A 10/01/2018 OCCURRENCE $1,000, 0 CLAIMS -MADE OCCUR ISES TORE'$700,000 EXP (Any one person) $10,000 ONAL & ADV INJURY $1,000,70 + GEN'L AGGREGATE LIMIT APPLIES PER: RALAGGREGATE $2,000,9p0 s2,000,999OTHER:D POLICY JECOT J LOCUCTS-COMP/OPAGG AUTOMOBILE LIABILITY BA3G74042A 10/01/2018 INEDtSINGLE LIMIT $1,000,00 , X ANY AUTOOWNED BODILY INJURY (Per person) $ CHEDULED BODILY INJURY (Per accident) $ AUTOS ONLY AUTOSS X HIRED N-NED NOOW AUTOS ONLYX AUTOS ONLY PROPERTY DAMAGE $ Per accident B X UMBRELLA LIAB X OCCUR CUP9J309225 10/01/2018 10/01/201 EACH OCCURRENCE $15000'0 EXCESS LIAB CLAIMS -MADE AGGREGATE $15,000,600 DED X RETENTION$1O nni C WORKERS COMPENSATION AND EMPLOYERS' LIABILITY UB6J510683 10/01/2018 10/01/201 $ X PER OTH- AT UTE ER ANY PROPRIETOR/PARTNER/EXECUTIVE Y / N OFFICER/MEMBEREXCLUDED? N/A E.L. EACH ACCIDENT $1,0000 I Mandatory in NH) nd If yes, describe under E.L. DISEASE - EA EMPLOYEE $1,000,600 E.L. DISEASE - POLICY LIMIT $1,000,000 DESCRIPTION OF OPERATIONS below DESCRIPTION OF OPERATIONS/ LOCATIONS /VEHICLES (ACORD J01, Additional Remarks Schedule, maybe attached if more space is required) Re: Water Legal Services City of Bremerton is considered additional insured on the General Liability Policy, which provides prim,* and non-contributory coverage with respect to any other insurance in force by the certificate holder. A waiver4Subrogation applies to the General Liability Policy where applicable by law. These provisions apply only to the operations performed by the named insured as required and agreed to by contract or agreement. City of Bremerton Public Works and Utilities 100 Oyster Bay Ave., N Bremerton, WA 98312 ACORD 25 (2016/03) 1 Of 1 #S1955393/M1942311 SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. AUTHORIZED REPRESENTATIVE CBIZ Insurance Services, Inc. U IUt3tf-zU15 ACORD CORPORATION. All rights reserved. The ACORD name and logo are registered marks of ACORD OPJS Policj #6303G68224A COMMERCIAL GENERAL LIABILITY THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY BLANKET ADDITIONAL INSURED (CONTRACTORS) ' This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART 1. WHO IS AN INSURED — (Section II) is amended to include any person or organization that you agree in a "written contract requiring insurance" to include as an additional insured on this Cover- age Part, but.- a) ut:a) Only with respect to liability for "bodily injury", "property damage" or "personal injury'; and b) If, and only to the extent that, the injury or damage is caused by acts or omissions of you or your subcontractor in the performance of "your work" to which the "written contract requiring insurance" applies. The person or organization does not qualify as an additional insured with respect to the independent acts or omissions of such person or organization. 2. The insurance provided to the additional insured by this endorsement is limited as follows: a) In the event that the Limits of Insurance of this Coverage Part shown in the Declarations exceed the limits of liability required by the "written contract requiring insurance", the in- surance provided to the additional insured shall be limited to the limits of liability re- quired by that "written contract requiring in- surance". This endorsement shall not in- crease the limits of insurance described in Section III — Limits Of Insurance. b) The insurance provided to the additional in- sured does not apply to "bodily injury", "prop- erty damage" or "personal injury" arising out of the rendering of, or failure to render, any professional architectural, engineering or sur- veying services, including: The preparing, approving, or failing to prepare or approve, maps, shop draw- ings, opinions, reports, surveys, field or- ders or change orders, or the preparing, approving, or failing to prepare or ap- prove, drawings and specifications; and ii. Supervisory, inspection, architectural or engineering activities. c) The insurance provided to the additional in- sured does not apply to "bodily injury" or "property damage" caused by "your work" and included in the "products -completed op- erations hazard" unless the "written contract requiring insurance" specifically requires you to provide such coverage for that additional insured, and then the insurance provided to the additional insured applies only to such "bodily injury" or "property damage" that oc- curs before the end of the period of time for which the "written contract requiring insur- ance" requires you to provide such coverage or the end of the policy period, whichever is earlier. The insurance provided to the additional insured by this endorsement is excess over any valid and collectible 'other insurance", whether primary, excess, contingent or on any other basis, that is available to the additional insured for a loss we cover under this endorsement. However, if the "written contract requiring insurance" specifically requires that this insuranc6 apply on a primary basis or a primary arA non-contributory basis, this insurance is primary to 'other insurance" available to the additional insured which covers that person or organization as a named insured for such loss, and we will not share with that "other insurance". But the insurance provided to the additional insured by this endorsement still is excess over any valid and collectible 'other in- surance", whether primary, excess, contingent or on any other basis, that is available to the addi- tional insured when that person or organization is an additional insured under such 'other insur- ance". 4. As a condition of coverage provided to the additional insured by this endorsement: a) The additional insured must give us written notice as soon as practicable of an "occur- rence" or an offense which may result in a claim. To the extent possible, such notice should include: CG D2 46 08 05 © 2005 The St. Paul Travelers Companies, Inc. Page 1 of 2 COMMERCIAL GENERAL LIABILITY L How, when and where the 'occurrence" or offense took place; ii. The names and addresses of any injured persons and witnesses; and iii. The nature and location of any injury or damage arising out of the 'occurrence" or offense. b) If a claim is made or "suit" is brought against the additional insured, the additional insured must: C) U, L Immediately record the specifics of the claim or "suit" and the date received; and ii. Notify us as soon as practicable. The additional insured must see to it that we receive written notice of the claim or "suit" as soon as practicable. The additional insured must immediately send us copies of all legal papers received in connection with the claim or "suit", cooperate with us in the investigation or settlement of the claim or defense against the "suit", and otherwise comply with all policy conditions. The additional insured must tender the de- fense and indemnity of any claim or "suit" to any provider of 'other insurance" which would cover the additional insured for a loss we cover under this endorsement. However, this condition does not affect whether the insur- ance provided to the additional insured by this endorsement is primary to 'other insur- ance" available to the additional insured which covers that person or organization as a named insured as described in paragraph 3. above. 5. The following definition is added to SECTION V. — DEFINITIONS: "Written contract requiring insurance" means that part of any written contract or agreement under which you are required to include a person or organization as an additional in- sured on this Coverage Part, provided that the "bodily injury" and "property damage" oc- curs and the "personal injury" is caused by an offense committed: a. After the signing and execution of the contract or agreement by you; b. While that part of the contract or agreement is in effect; and c. Before the end of the policy period. Page 2 of 2 0 2005 The St. Paul Travelers Companies, Inc. CG D2 46 08 05 Policy #6303G68224A COMMERCIAL GENERAL LIABILITY THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. XTEND ENDORSEMENT FOR SERVICE INDUSTRIES This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART GENERAL DESCRIPTION OF COVERAGE — This endorsement broadens coverage. However, coverage for any injury, damage or medical expenses described in any of the provisions of this endorsement may be excluded or limited by another endorsement to this Coverage Part, and these coverage broadening provisions do not apply to the extent that coverage is excluded or limited by such an endorsement. The following listing is a general cover- age description only. Limitations and exclusions may apply to these coverages. Read all the provisions of this en- dorsement and the rest of your policy carefully to determine rights, duties, and what is and is not covered. A. Broadened Named Insured B. Blanket Additional Insured — Broad Form Vendors C. Damage To Premises Rented To You • Perils of fire, explosion, lightning, smoke, water • Limit increased to $300,000 D. Blanket Waiver Of Subrogation E. Blanket Additional Insured — Owners, Managers Or Lessors Of Premises F. Blanket Additional Insured — Lessors Of Leased Equipment G. Incidental Medical Malpractice H. Personal Injury —Assumed By Contract PROVISIONS A. BROADENED NAMED INSURED 1. The following is added to SECTION II — WHO IS AN INSURED: Any organization, other than a partnership or joint venture, over which you maintain owner- ship or majority interest on the effective date of the policy qualifies as a Named Insured. However, coverage for any such organization will cease as of the date during the policy pe- riod that you no longer maintain ownership of, or majority interest in, such organization. 2. The following replaces Paragraph 4.a. of SECTION II — WHO IS AN INSURED: a. Coverage under this provision is afforded only until the 180th day after you acquire or form the organization or the end of the policy period, whichever is earlier, unless reported in writing to us within 180 days. I. Amended Bodily Injury Definition J. Bodily Injury To Co -Employees And Co -Volunteer Workers K. Aircraft Chartered With Crew L. Non -Owned Watercraft — Increased From 25 Feet To 50 Feet M. Increased Supplementary Payments • Cost of bail bonds increased to $2,500 • Loss of earnings increased to $500 per day N. Knowledge And Notice Of Occurrence Or Offense O. Unintentional Omission P. Reasonable Force — Bodily Injury Or Property Damage B. BLANKET ADDITIONAL INSURED — BROAD FORM VENDORS The following is added to SECTION II — WHO IS AN INSURED: Any person or organization that is a vendor and that you have agreed in a written contract or agreement to include as an additional insured on this Coverage Part is an insured, but only with re- spect to liability for "bodily injury" or "property damage" that: a. Is caused by an "occurrence" that takes place after you have signed and executed that con- tract or agreement; and b. Arises out of "your products" which are dis- tributed or sold in the regular course of such vendor's business. The insurance provided to such vendor is subject to the following provisions: a. The limits of insurance provided to such ven- dor will be the limits which you agreed to pro - CG D4 67 07 13 © 2013 The Travelers Indemnity Company. All right reserved. Page 1 of 7 Includes copyrighted material of Insurance Services Office, Inc. with its permission. COMMERCIAL GENERAL LIABILITY vide in the written contract or agreement, or the limits shown in the Declarations of this Coverage Part, whichever are less. b. The insurance provided to such vendor does not apply to. - (1) o:(1) "Bodily injury" or "property damage" for which the vendor is obligated to pay damages by reason of the assumption of liability in a contract or agreement. This exclusion does not apply to liability for damages that the vendor would have in the absence of the contract or agreement; (2) Any express warranty unauthorized by you; (3) Any physical or chemical change in "your products" made intentionally by such vendor; (4) Repackaging, unless unpacked solely for the purpose of inspection, demonstration, testing, or the substitution of parts under instructions from the manufacturer, and then repackaged in the original container; (5) Any failure to make such inspections, ad- justments, tests or servicing as vendors agree to perform or normally undertake to perform in the regular course of business, in connection with the distribution or sale of "your products"; (6) Demonstration, installation, servicing or repair operations, except such operations performed at such vendor's premises in connection with the sale of "your prod- ucts"; or (7) "Your products" which, after distribution or sale by you, have been labeled or re- labeled or used as a container, part or in- gredient of any other thing or substance by or for such vendor. Coverage under this provision does not apply to: a. Any person or organization from whom you have acquired "your products", or any ingre- dient, part or container entering into, accom- panying or containing such products; or b. Any vendor for which coverage as an addi- tional insured specifically is scheduled by en- dorsement. C. DAMAGE TO PREMISES RENTED TO YOU 1. The following replaces the last paragraph of Paragraph 2., Exclusions, of SECTION I — COVERAGES — COVERAGE A BODILY IN- JURY AND PROPERTY DAMAGE LIABIL- I TY: Exclusions c. through n. do not apply to dam- age to premises while rented to you, or tem- porarily occupied by you with permission of the owner, caused by: a. Fire; b. Explosion; c. Lightning; d. Smoke resulting from such fire, explosion, or lightning; or e. Water. A separate limit of insurance applies to such damage to premises as described in Para- graph 6. of Section III — Limits Of Insurance. This insurance does not apply to damage to premises while rented to you, or temporarily occupied by you with permission of the owner, caused by: a. Rupture, bursting, or operation of pres- sure relief devices; b. Rupture or bursting due to expansion or swelling of the contents of any building or structure, caused by or resulting from wa- ter; c. Explosion of steam boilers, steam pipes, steam engines, or steam turbines. 2. The following replaces Paragraph 6. of SEC- TION III — LIMITS OF INSURANCE: Subject to 5. above, the Damage To Prem- ises Rented To You Limit is the most we will pay under Coverage A for damages because of "property damage" to any one premises while rented to you, or temporarily occupied by you with permission of the owner, caused by fire; explosion; lightning; smoke resulting from such fire, explosion, or lightning; or wa- ter. The Damage To Premises Rented To You Limit will apply to all damage proximately caused by the same "occurrence", whether such damage results from fire; explosion; lightning; smoke resulting from such fire, ex- plosion, or lightning; water; or any combina- tion of any of these. The Damage To Premises Rented To You Limit will be the higher of: a. $300,000; or b. The amount shown on the Declarations of this Coverage Part for Damage To Prem- ises Rented To You Limit. Page 2 of 7 © 2013 The Travelers Indemnity Company. All right reserved. CG D4 67 07 13 Includes copyrighted material of Insurance Services Office, Inc. with its permission. 3. The following replaces Paragraph a. of the definition of "insured contract" in the DEFINI- TIONS Section: a. A contract for a lease of premises. How- ever, that portion of the contract for a lease of premises that indemnifies any person or organization for damage to premises while rented to you, or tempo- rarily occupied by you with permission of the owner, caused by: (1) Fire; (2) Explosion; (3) Lightning; (4) Smoke resulting from such fire, ex- plosion, or lightning; or (5) Water. is not an "insured contract; 4. The following replaces Paragraph 4.b.(1)(b) of SECTION IV — COMMERCIAL GENERAL LIABILITY CONDITIONS: (b) That is insurance for premises rented to you, or temporarily occupied by you with the permission of the owner; D. BLANKET WAIVER OF SUBROGATION The following is added to Paragraph 8., Transfer Of Rights Of Recovery Against Others To Us, of SECTION IV — COMMERCIAL GENERAL LI- ABILITY CONDITIONS.- We ONDITIONS:We waive any right of recovery we may have against any person or organization because of payments we make for injury or damage arising out of premises owned or occupied by or rented or loaned to you; ongoing operations performed by you or on your behalf, done under a contract with that person or organization; "your work"; or "your products". We waive this right where you have agreed to do so as part of a written contract, executed by you prior to loss. E. BLANKET ADDITIONAL INSURED — OWNERS, MANAGERS OR LESSORS OF PREMISES The following is added to SECTION II — WHO IS AN INSURED: Any person or organization that is a premises owner, manager or lessor and that you have agreed in a written contract or agreement to name as an additional insured on this Coverage Part is an insured, but only with respect to liability for "bodily injury", "property damage", "personal injury" or "advertising injury" that: COMMERCIAL GENERAL LIABILITY a. Is "bodily injury" or "property damage" caused by an 'occurrence" that takes place, or "per- sonal injury" or "advertising injury" caused by an offense that is committed, after you have signed and executed that contract or agree- ment; and b. Arises out of the ownership, maintenance or use of that part of any premises leased to you. The insurance provided to such premises owner, manager or lessor is subject to the following pro- visions: a. The limits of insurance provided to such premises owner, manager or lessor will be the limits which you agreed to provide in the written contract or agreement, or the limits shown on the Declarations of this Coverage Part, whichever are less. b. The insurance provided to such premises owner, manager or lessor does not apply to: (1) "Bodily injury" or "property damage" caused by an 'occurrence" that takes place, or "personal injury" or "advertising injury" caused by an offense that is com- mitted, after you cease to be a tenant in that premises; or (2) Structural alterations, new construction or demolition operations performed by or on behalf of such premises owner, manager or lessor. c. The insurance provided to such premises owner, manager or lessor is excess over any valid and collectible other insurance available to such premises owner, manager or lessor, unless you have agreed in a written contract for this insurance to apply on a primary or contributory basis. F. BLANKET ADDITIONAL INSURED — LESSORS OF LEASED EQUIPMENT The following is added to SECTION II — WHO IS AN INSURED: Any person or organization that is an equipment lessor and that you have agreed in a written con- tract or agreement to include as an additional in- sured on this Coverage Part is an insured, but only with respect to liability for "bodily injury", "property damage", "personal injury" or "advertis- ing injury" that: a. Is "bodily injury" or "property damage" caused by an 'occurrence" that takes place, or "per- sonal injury" or "advertising injury" caused by an offense that is committed, after you have CG D4 67 07 13 © 2013 The Travelers Indemnity Company. All right reserved. Page 3 of 7 Includes copyrighted material of Insurance Services Office, Inc. with its permission. COMMERCIAL GENERAL LIABILITY signed and executed that contract or agree- ment; and b. Is caused, in whole or in part, by your acts or omissions in the maintenance, operation or use by you of equipment leased to you by such equipment lessor. The insurance provided to such equipment lessor is subject to the following provisions: a. The limits of insurance provided to such equipment lessor will be the limits which you agreed to provide in the written contract or agreement, or the limits shown on the Decla- rations of this Coverage Part, whichever are less. b. The insurance provided to such equipment lessor does not apply to any "bodily injury" or "property damage" caused by an "occur- rence" that takes place, or "personal injury" or "advertising injury" caused by an offense that is committed, after the equipment lease ex- pires. c. The insurance provided to such equipment lessor is excess over any valid and collectible other insurance available to such equipment lessor, unless you have agreed in a written contract for this insurance to apply on a pri- mary or contributory basis. G. INCIDENTAL MEDICAL MALPRACTICE 1. The following is added to the definition of "oc- currence" in the DEFINITIONS Section: Unless you are in the business or occupation of providing professional health care services, "occurrence" also means an act or omission committed in providing or failing to provide "incidental medical services" to a person. 2. The following is added to the DEFINITIONS Section: "Incidental medical services" means: a. Medical, surgical, dental, laboratory, x-ray or nursing service or treatment, advice or instruction, or the related furnishing of food or beverages; b. The furnishing or dispensing of drugs or medical, dental, or surgical supplies or appliances; c. First aid; or d. "Good Samaritan services". "Good Samaritan services" means any emer- gency medical services for which no compen- sation is demanded or received. 3. The following is added to Paragraph 2.a.(1) of SECTION II — WHO IS AN INSURED: Unless you are in the business or occupation of providing professional health care services, Paragraphs (1)(a), (b), (c) and (d) above do not apply to any "bodily injury" arising out of any providing or failing to provide "incidental medical services" by any of your "employ- ees", other than an employed doctor. Any such "employees" providing or failing to pro- vide "incidental medical services" during their work hours for you will be deemed to be act- ing within the scope of their employment by you or performing duties related to the con- duct of your business. 4. The following exclusion is added to Para- graph 2., Exclusions, of SECTION I — COV- ERAGES — COVERAGE A BODILY INJURY AND PROPERTY DAMAGE LIABILITY: Sale Of Pharmaceuticals "Bodily injury" or "property damage" arising out of the willful violation of a penal statute or ordinance relating to the sale of pharmaceuti- cals committed by, or with the knowledge or consent of, the insured. 5. The following is added to Paragraph 5. of SECTION 111 — LIMITS OF INSURANCE: For the purposes of determining the applica- ble Each Occurrence Limit, all related acts or omissions committed in the providing or fail- ing to provide "incidental medical services" to any one person will be considered one "oc- currence". 6. The following is added to Paragraph 4.b., Ex- cess Insurance, of SECTION IV — COM- MERCIAL GENERAL LIABILITY CONDI- TIONS: This insurance is excess over any valid and collectible other insurance, whether primary, excess, contingent or on any other basis, that is available to any of your "employees" for "bodily injury" that arises out of providing or failing to provide "incidental medical services" to any person to the extent not subject to Paragraph 2.a.(1) of SECTION II — WHO IS AN INSURED. Page 4 of 7 © 2013 The Travelers Indemnity Company. All right reserved. CG D4 67 07 13 Includes copyrighted material of Insurance Services Office, Inc. with its permission. H. PERSONAL INJURY — ASSUMED BY CON- TRACT 1. The following replaces Exclusion e., Contrac- tual Liability, in Paragraph 2. of SECTION I — COVERAGES — COVERAGE B PER- SONAL AND ADVERTISING INJURY LI- ABILITY: e. Contractual Liability "Personal injury" or "advertising injury" for which the insured is obligated to pay damages by reason of the assumption of liability in a contract or agreement. This exclusion does not apply to: (1) Liability for damages that the insured would have in the absence of the contract or agreement; or (2) Liability for damages because of "personal injury" assumed in a con- tract or agreement that is an "insured contract", provided that the "personal injury" is caused by an offense com- mitted subsequent to the execution of the contract or agreement. Solely for the purposes of liability assumed in an "insured contract", reasonable at- torneys fees and necessary litigation expenses incurred by or for a party other than an insured will be deemed to be damages because of "personal injury", provided that: (a) Liability to such party for, or for the cost of, that party's defense has also been assumed in the same "insured contract"; and (b) Such attorney fees and litigation expenses are for defense of that party against a civil or alternative dispute resolution proceeding in which damages to which this in- surance applies are alleged. 2. The following replaces the third sentence of Paragraph 2. of SUPPLEMENTARY PAY- MENTS — COVERAGES A AND B: Notwithstanding the provisions of Paragraph 2.b.(2) of Section I — Coverage A — Bodily In- jury And Property Damage Liability or Para- graph 2.e. of Section I — Coverage B — Per- sonal and Advertising Injury Liability, such payments will not be deemed to be damages because of "bodily injury", "property damage" or "personal injury", and will not reduce the limits of insurance. COMMERCIAL GENERAL LIABILITY 3. The following replaces Paragraph 2.d. of SUPPLEMENTARY PAYMENTS — COVER- AGES A AND B.- d. :d. The allegations in the "suit" and the in- formation we know about the "occur- rence" or offense are such that no conflict appears to exist between the interests of the insured and the interests of the in- demnitee; 4. The following replaces the first subparagraph of Paragraph f. of the definition of "insured contract" in the DEFINITIONS Section: f. That part of any other contract or agree- ment pertaining to your business (includ- ing an indemnification of a municipality in connection with work performed for a municipality) under which you assume the tort liability of another party to pay for "bodily injury," "property damage" or "per- sonal injury" to a third person or organiza- tion. Tort liability means a liability that would be imposed by law in the absence of any contract or agreement. I. AMENDED BODILY INJURY DEFINITION The following replaces the definition of "bodily in- jury" in the DEFINITIONS Section: "Bodily injury" means bodily injury, mental an- guish, mental injury, shock, fright, disability, hu- miliation, sickness or disease sustained by a per- son, including death resulting from any of these at any time. J. BODILY INJURY TO CO -EMPLOYEES AND CO -VOLUNTEER WORKERS The following is added to Paragraph 2.a.(1) of SECTION If — WHO IS AN INSURED: Paragraph (1)(a) above does not apply to "bodily injury" to a co -"employee" in the course of the co - "employee's" employment by you or performing duties related to the conduct of your business, or to "bodily injury" to your other "volunteer workers" while performing duties related to the conduct of your business. K. AIRCRAFT CHARTERED WITH CREW The following is added to Exclusion g., Aircraft, Auto Or Watercraft, in Paragraph 2. of SECTION I — COVERAGES — COVERAGE A BODILY IN- JURY AND PROPERTY DAMAGE LIABILITY: This exclusion does not apply to an aircraft that is: CG D4 67 07 13 © 2013 The Travelers Indemnity Company. All right reserved. Page 5 of 7 Includes copyrighted material of Insurance Services Office, Inc. with its permission. COMMERCIAL GENERAL LIABILITY (a) Chartered with crew to any insured; (b) Not owned by any insured; and (c) Not being used to carry any person or prop- erty for a charge. L. NON -OWNED WATERCRAFT 1. The following replaces Paragraph (2) of Ex- clusion g., Aircraft, Auto Or Watercraft, in Paragraph 2. of SECTION I — COVERAGES — COVERAGE A BODILY INJURY AND PROPERTY DAMAGE LIABILITY: (2) A watercraft you do not own that is: (a) Fifty feet long or less; and (b) Not being used to carry any person or property for a charge. 2. The following is added to Paragraph 2. of SECTION II — WHO IS AN INSURED: Any person or organization that, with your ex- press or implied consent, either uses or is re- sponsible for the use of a watercraft that you do not own that is: (1) Fifty feet long or less; and (2) Not being used to carry any person or property for a charge. M. INCREASED SUPPLEMENTARY PAYMENTS 1. The following replaces Paragraph 1.b. of SUPPLEMENTARY PAYMENTS — COVER- AGES A AND B of SECTION I — COVER- AGES: b. Up to $2,500 for cost of bail bonds re- quired because of accidents or traffic law violations arising out of the use of any vehicle to which the Bodily Injury Liability Coverage applies. We do not have to fur- nish these bonds. 2. The following replaces Paragraph 1.d. of SUPPLEMENTARY PAYMENTS — COVER- AGES A AND B of SECTION I — COVER- AGES: d. All reasonable expenses incurred by the insured at our request to assist us in the investigation or defense of the claim or "suit", including actual loss of earnings up to $500 a day because of time off from work. N. KNOWLEDGE AND NOTICE OF OCCUR- RENCE OR OFFENSE The following is added to Paragraph 2., Duties In The Event of Occurrence, Offense, Claim or Suit, of SECTION IV — COMMERCIAL GEN- ERAL LIABILITY CONDITIONS: e. The following provisions apply to Paragraph a. above, but only for the purposes of the in- surance provided under this Coverage Part to you or any insured listed in Paragraph 1. or 2. of Section II — Who Is An Insured: (1) Notice to us of such "occurrence" or of- fense must be given as soon as practica- ble only after the "occurrence" or offense is known to you (if you are an individual), any of your partners or members who is an individual (if you are a partnership or joint venture), any of your managers who is an individual (if you are a limited liability company), any of your trustees who is an individual (if you are a trust), any of your "executive officers" or directors (if you are an organization other than a partnership, joint venture, limited liability company or trust) or any "employee" authorized by you to give notice of an "occurrence" or offense. (2) If you are a partnership, joint venture, lim- ited liability company or trust, and none of your partners, joint venture members, managers or trustees are individuals, no- tice to us of such "occurrence" or offense must be given as soon as practicable only after the "occurrence" or offense is known by: (a) Any individual who is: (i) A partner or member of any part- nership or joint venture,- (ii) enture;(ii) A manager of any limited liability company; (iii) A trustee of any trust; or (iv) An executive officer or director of any other organization,- that rganization;that is your partner, joint venture member, manager or trustee; or (b) Any "employee" authorized by such partnership, joint venture, limited li- ability company, trust or other organi- zation to give notice of an "occur- rence" or offense. (3) Notice to us of such "occurrence" or of- fense will be deemed to be given as soon as practicable if it is given in good faith as soon as practicable to your workers' compensation insurer. This applies only if you subsequently give notice to us of the "occurrence" or offense as soon as prac- ticable after any of the persons described Page 6 of 7 © 2013 The Travelers Indemnity Company. All right reserved. CG D4 67 07 13 Includes copyrighted material of Insurance Services Office, Inc. with its permission. in Paragraphs e.(1) or (2) above discov- ers that the 'occurrence" or offense may result in sums to which the insurance provided under this Coverage Part may apply. However, if this policy includes an endorse- ment that provides limited coverage for "bod- ily injury" or "property damage" or pollution costs arising out of a discharge, release or escape of "pollutants" which contains a re- quirement that the discharge, release or es- cape of "pollutants" must be reported to us within a specific number of days after its abrupt commencement, this Paragraph e. does not affect that requirement. O. UNINTENTIONAL OMISSION The following is added to Paragraph 6., Repre- sentations, of SECTION IV — COMMERCIAL GENERAL LIABILITY CONDITIONS: The unintentional omission of, or unintentional er- ror in, any information provided by you which we COMMERCIAL GENERAL LIABILITY relied upon in issuing this policy will not prejudice your rights under this insurance. However, this provision does not affect our right to collect addi- tional premium or to exercise our rights of cancel- lation or nonrenewal in accordance with applica- ble insurance laws or regulations. P. REASONABLE FORCE — BODILY INJURY OR PROPERTY DAMAGE The following replaces Exclusion a., Expected Or Intended Injury, in Paragraph 2. of SECTION I — COVERAGES — COVERAGE A BODILY IN- JURY AND PROPERTY DAMAGE LIABILITY: a. Expected or Intended Injury or Damage "Bodily injury" or "property damage" expected or intended from the standpoint of the in- sured. This exclusion does not apply to "bod- ily injury" or "property damage" resulting from the use of reasonable force to protect any person or property. CG D4 67 07 13 © 2013 The Travelers Indemnity Company. All right reserved. Page 7 of 7 Includes copyrighted material of Insurance Services Office, Inc. with its permission. CONTRACT MODIFICATION AGREEMENT NO. 1 BETWEEN THE CITY OF BREMERTON AND VAN NESS FELDMAN, LLP PROJECT: Water Legal Services CONSULTANT: Van Ness Feldman, LLP DATE: December 3, 2018 THIS CONTRACT MODIFICATION AGREEMENT SPECIFICALLY AMENDS THE AGREEMENT (the "Contract") # 5658 entered into between the City of Bremerton and Van Ness Feldman, LLP on March 10, 2017. All provisions in the Contract shall remain in full force and effect except as expressly modified by this document. For valuable consideration and by mutual consent of the parties, the modifications to the Contract are as follows: I. Section II. Term , is modified as follows: The parties agree that the work described in Exhibit A is to be completed by December 31, 2020; provided however, that additional time shall be granted by the City for excusable delays or extra work as provided for in Section 1X.A of the Contract. This modifies the original termination date of the Contract, which was (December 31, 2018). II. Consultant accepts all requirements of this Contract Modification by endorsing below. Consultant further agrees that this Contract Modification constitutes full and final settlement of all of the Consultant's claims for contract time and for all costs of any kind, including without limitation, costs of delays related to any work either covered or affected by this Contract Modification, claims related to on-site or home office overhead, or lost profits. This Contract Modification does not limit the City's right to bring a claim for past performance. The undersigned consultant approves the foregoing Contract Modification as to the changes, if any, in the contract price specified for each item, including any and all supervision costs and other miscellaneous costs relating to the change in work, and as to the extension of time allowed, if any, for completion of the entire work due to said Contract Modification. This document will become a supplement of the contract and all provisions will apply hereto. It is understood that this Contract Modification shall be effective when approved by the City of Bremerton. Page 1 of 2 Contract Modification Rev. 07/18 The parties whose names appear below warrant that they are authorized to enter into a contract modification that is binding on the parties of this contract. In addition, Consultant warrants that it has or will inform the surety of this change, and shall take appropriate action to modify any bonds required under the contract to address this change. IN WITNESS WHEREOF, the parties have executed this Contract Modification on the day and year first written above. CONSUL ANT By: .�. Print Name: Ada avle Its: Partner D�atej 2 APPROVED AS TO FORM: By. ROGER A. LUBOVICH, Bremerton City Attorney RAegal\Legal\Forms\FORMS ON COBWEB\Contract Modification Rev. 07 2018.docx Page 2 of 2 Contract Modification Rev. 07/18 THE CITY OF BREMERTON By: Print Name: Chal A. Martin Its: Public Works & Utilities Date: ATTEST: By: ULOQ& MN ANGELA WOODS, City Clerk CONTRACT MODIFICATION AGREEMENT NO. 1 BETWEEN THE CITY OF BREMERTON AND VAN NESS FELDMAN, LLP PROJECT: Water Legal Services CONSULTANT: Van Ness Feldman, LLP DATE: December 3, 2018 THIS CONTRACT MODIFICATION AGREEMENT SPECIFICALLY AMENDS THE AGREEMENT (the "Contract") # 5658 entered into between the City of Bremerton and Van Ness Feldman, LLP on March 10, 2017. All provisions in the Contract shall remain in full force and effect except as expressly modified by this document. For valuable consideration and by mutual consent of the parties, the modifications to the Contract are as follows: I. Section II. Term , is modified as follows: The parties agree that the work described in Exhibit A is to be completed by December 31, 2020; provided however, that additional time shall be granted by the City for excusable delays or extra work as provided for in Section IX.A of the Contract. This modifies the original termination date of the Contract, which was (December 31, 2018). II. Consultant accepts all requirements of this Contract Modification by endorsing below. Consultant further agrees that this Contract Modification constitutes full and final settlement of all of the Consultant's claims for contract time and for all costs of any kind, including without limitation, costs of delays related to any work either covered or affected by this Contract Modification, claims related to on-site or home office overhead, or lost profits. This Contract Modification does not limit the City's right to bring a claim for past performance. The undersigned consultant approves the foregoing Contract Modification as to the changes, if any, in the contract price specified for each item, including any and all supervision costs and other miscellaneous costs relating to the change in work, and as to the extension of time allowed, if any, for completion of the entire work due to said Contract Modification. This document will become a supplement of the contract and all provisions will apply hereto. It is understood that this Contract Modification shall be effective when approved by the City of Bremerton. Page 1 of 2 Contract Modification Rev. 07/18 The parties whose names appear below warrant that they are authorized to enter into a contract modification that is binding on the parties of this contract. In addition, Consultant warrants that it has or will inform the surety of this change, and shall take appropriate action to modify any bonds required under the contract to address this change. IN WITNESS WHEREOF, the parties have executed this Contract Modification on the day and year first written above. CONSULTANT Print Name: Ada avle Its: Partner 707at 2 , APPROVED AS TO FORM: By:,,r ROGER A. LUBOVICf-f, Bremert6n City Attorney R:ALegal\Legal\Forms\FORMS ON COBWEB\Contract Modification Rev. 07 2018.docx Page 2 of 2 Contract Modification Rev. 07/18 THE CITY OF BREMERTON By: L Print Name: Chal A. Martin Its: Public Works & Utilities Date: r r/"� ATTEST: By:a�QQ&A1 J ANGELA WOODS, City Clerk