Loading...
HomeMy WebLinkAbout6725 Docusign Envelope ID:7B27B86D-5B21-49DC-929B-88C8183195DF GOODS AND SERVICES AGREEMENT THIS AGREEMENT, is entered into between the City of Bremerton, a Washington Municipal Corporation ("City"), and Kadavien Baylor LLC ("Vendor"), whose mailing address is: 6224 North Inwood Rd, Shreveport, LA 71119. The parties agree as follows: I. VENDOR SERVICES. The Vendor shall provide the following goods and materials and/or perform the following services for the City: Design and installation of a mural on the City owned parking garage located at 405 Washington Avenue. See Attachment"A" Statement of Work for the full scope of work. IL TIME OF COMPLETION. Vendor shall complete the work and provide all goods, materials and services prior to Quincy Square grand opening, specific date to be coordinated with project team.. III. COMPENSATION. The City shall pay the Vendor the total amount of $ 61,747.20, including applicable Washington State Sales Tax, for the goods, materials and services contemplated in this Agreement. The City shall pay the Vendor according to the schedule in Attachment"A". 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 on its own or from a third party, 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 the cost to complete this Agreement, including any Additional Costs, from any and all amounts due or to become due the Vendor. IV. INDEPENDENT CONTRACTOR. Vendor is and shall be at all times acting as an independent contractor and not as an employee of the City. The Vendor shall secure at its expense, and shall be responsible for all payments of income tax, social security, state disability insurance compensation, unemployment compensation, and all other payroll deductions for the Vendor, officer, agents, employees and subcontractors. The Vendor shall also secure all applicable business licenses, if required, in connection with the contract services, including all required licenses for Vendor's officers, agents, employees and subcontractors. V. TERMINATION. The City may terminate this Agreement for good cause. "Good cause" shall include, without limitation, any one or more of the following events: Page 1 of 11 Goods and Services Agreement Rev. 04/2023 Docusign Envelope ID:7B27B86D-5B21-49DC-929B-88C8183195DF A. The Vendor's refusal or failure to supply a sufficient number of properly skilled workers or proper materials for completion of this Agreement. B. The Vendor's failure to complete this Agreement within the time specified in this Agreement. C. The Vendor's failure to make full and prompt payment to subcontractors or for material or labor. D. The Vendor's failure to comply with federal, state or local laws,rules or regulations. E. The Vendor's filing for bankruptcy or becoming adjudged bankrupt. If the City terminates this Agreement for good cause, the Vendor shall not receive any further monies due under this Agreement until the goods, materials, and services required by this Agreement are completed and fully performed by the City or a third party of the City's choosing. VI. CHANGES. The City may issue a written change order 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 a change order is necessary, Vendor must submit a written change order request to an authorized agent of the City 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 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 change order work upon receiving either a written change order from the City or an oral order from the City before actually receiving the written change order. If the Vendor fails to require a change order within the time allowed, the Vendor waives its right to make any claim or submit subsequent change order requests for that portion of the contract work. If the Vendor disagrees with the equitable adjustment the Vendor must complete the change order work; however,the Vendor may elect to protest the adjustment as provided below: A. Procedure and Protest by the Vendor. If the Vendor disagrees with anything required by a change order, another written order, or an oral order from the City, including any direction, instruction, interpretation, or determination by the City, the Vendor shall: 1. Immediately give a signed written notice of protest to the City; 2. Supplement the written protest within fourteen (14) calendar days with a written statement that provides the following information: a. The date of the Vendor's protest. b. The nature and circumstances that caused the protest. Page 2 of 11 Goods and Services Agreement Rev. 04/2023 Docusign Envelope ID:7B27B86D-5B21-49DC-929B-88C8183195DF c. The provisions in this Agreement that support the protest. d. The estimated dollar cost, if any, of the protested work and how that estimate was determined. e. An analysis of the progress schedule showing the schedule change or disruption if the Vendor is asserting a schedule change or disruption. 3. The Vendor shall keep complete records of extra costs and time incurred as a result of the protested work. The City shall have access to any of the Vendor's records needed for evaluating the protest. The City will evaluate all protests, provided the procedures in this section are followed. If the City determines that a protest is valid, the City will adjust payment for work or time by an equitable adjustment. No adjustment will be made for an invalid protest. B. Vendor's Duty to Complete Protested Work. In spite of any protest, the Vendor shall proceed promptly to provide the goods, materials and services required by the City under this Agreement. C. Vendor's Acceptance of Changes. The Vendor accepts all requirements of a change order by: (1) endorsing it, (2) writing a separate acceptance, or (3) not protesting in the way this section provides. A change order 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. 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). VII. CLAIMS. The Vendor shall give written notice to the City of all claims other than change orders within fourteen (14) calendar days of the occurrence of the events giving rise to the claims. 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; or, if(and only if) no such provision is applicable, unless that claim is set forth in detail in writing and received by the City within seven (7) calendar days from the date Vendor knew, or should have known, of the facts giving rise to the claim. At a minimum, a Vendor's written claim must include the information set forth regarding protests in Section VI(A)(2)(a)-(e). Page 3 of 11 Goods and Services Agreement Rev. 04/2023 Docusign Envelope ID:7B27B86D-5B21-49DC-929B-88C8183195DF 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. Vendor must, in any event, file any claim or bring any suit arising from or connected with this Agreement within 120 calendar days from the date the contract work is complete. VIII. WARRANTY. The Vendor shall correct all defects in workmanship and materials within one year from the date of the City's acceptance of the contract work. When defects are corrected, the warranty for that portion of the work shall extend for one year from the date such correction is completed and accepted by the City. 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, the City may complete the corrections and the Vendor shall pay all costs incurred by the City in order to accomplish the correction. IX. 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 performance of this Agreement. Vendor's obligation to indemnify shall not extend to that portion of damages caused by the City's sole 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. Should a court of competent jurisdiction determine that this Agreement is subject to RCW 4.24.115, then, in the event of liability for damages arising out of bodily injury to persons or damages to property caused by or resulting from the concurrent negligence of the Vendor and the City, its officers, officials, employees, agents and volunteers,the Vendor's liability hereunder shall be only to the extent of the Vendor's negligence. IT IS FURTHER SPECIFICALLY AND EXPRESSLY UNDERSTOOD THAT THIS INDEMNIFICATION CONSTITUTES THE VENDOR'S WAIVER OF IMMUNITY UNDER INDUSTRIAL INSURANCE, TITLE 51 RCW, SOLELY FOR THE PURPOSES OF THIS INDEMNIFICATION. THE PARTIES ACKNOWLEDGE THAT THEY HAVE MUTUALLY NEGOTIATED THIS WAIVER. The provisions of this section shall survive the expiration or termination of this Agreement. X. INSURANCE. The Vendor shall procure and maintain for the duration of this Agreement, insurance against claims for injuries to persons or damage to property that may arise from or in connection with the performance of the contract work by the Vendor, its agents, representatives, employees or subcontractors. Page 4 of 11 Goods and Services Agreement Rev. 04/2023 Docusign Envelope ID:7B27B86D-5B21-49DC-929B-88C8183195DF Before beginning work on the project described in this Agreement, the Vendor shall provide a Certificate of Insurance evidencing: A. Automobile Liability insurance with limits no less than $1,000,000 combined single limit per accident for bodily injury and property damage; and B. Commercial General Liability insurance written on an occurrence basis with limits no less than $1,000,000 combined single limit per occurrence and $2,000,000 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; and employer's liability. C. Excess Liability insurance with limits not less than $1,000,000 limit per occurrence and aggregate. D. 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 Vendor. All required policies shall be provided on an "occurrence" basis except professional liability insurance (if required), which shall 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 Vendor 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 the required insurance policies. The Vendor'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 Vendor'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 operations, liabilities and obligations to which coverage applies. It shall be an affirmative obligation upon Vendor 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 100, Bremerton, WA 98337 within two days of the cancellation, suspension or substantive change of any insurance policy required herein, and failure to do so shall be construed to be a breach of this Agreement. Page 5 of 11 Goods and Services Agreement Rev. 04/2023 Docusign Envelope ID:7B27B86D-5B21-49DC-929B-88C8183195DF 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. XI. COPYRIGHT AND REPRODUCTION RIGHTS. The ARTIST shall retain all rights under copyright law to which the WORK, preliminary studies, drawings, specifications, and models may be subject. The ARTIST represents and agrees that the ARTIST is the sole creator of the WORK and that the WORK has not been previously displayed in whole or part, and that nothing in the WORK will infringe copyright, violate any rights to privacy or publicity, or otherwise be in violation of applicable law. In view of the intention that the WORK shall be unique, the ARTIST shall not make any additional exact duplicate editions of the WORK, nor shall the ARTIST grant permission to others to do so except with the written permission of the CITY. However, nothing shall prevent the ARTIST from creating future artwork in the ARTIST's manner and style of artistic expression. The ARTIST grants to the CITY and its assigns an irrevocable license to make and use graphic reproductions of the WORK, including ARTIST-provided two-dimensional graphic reproductions for non-commercial purposes, including, but not limited to, reproductions used in brochures, media publicity, and exhibition catalogues or similar publications (including reproductions in all graphic media now known or later developed, digital or otherwise, and including the Internet) provided that these rights are exercised in a tasteful and professional manner. The ARTIST agrees these rights shall be royalty-free, unrestricted, non-exclusive, and permanent. Reproductions of the WORK may include but are not limited to the artwork proposal, preliminary studies, images of models of the WORK, and/or images of the WORK during fabrication, installation, as installed, or during conservation. The CITY shall not identify or represent reproductions of the artwork proposal, preliminary studies, or models of the WORK as the finished WORK. All reproductions by the CITY shall contain a credit line that includes the ARTIST's name, WORK title, date, "City of Bremerton," and photography credit as designated by the ARTIST, if applicable. The ARTIST agrees that the CITY shall have the right to use the Artist's name, voice, signature, photograph, biography, and likeness in connection with the display, publication, and promotion of the WORK. If the CITY wishes to make reproductions of the WORK for commercial purposes, or grant a third party permission to make reproductions of the WORK for commercial purposes, including but not limited to, tee shirts, mugs, and calendars, the parties shall execute a separate agreement to address the terms of the license granted by the ARTIST and the royalty the ARTIST shall receive. The CITY is not responsible for any third-party infringement of the ARTIST's copyright Page 6 of 11 Goods and Services Agreement Rev. 04/2023 Docusign Envelope ID:7B27B86D-5B21-49DC-929B-88C8183195DF and are not responsible for protecting the intellectual property rights of the ARTIST. It is understood that the WORK may be photographed by the public. If the ARTIST uses the recognizable likeness of an individual in their imagery, the ARTIST shall be liable and shall secure a signed model waiver from the individual or legal guardian unless the imagery is in the public domain. XII. MATERIAL CHANGES AFTER ACCEPTANCE OF WORK. Except as provided herein, the CITY will not make material changes to the WORK without written authorization from the ARTIST regarding the proposed changes. A material change is a change affecting the intended character or appearance of the WORK resulting from an intentional act by a third party, an accident, or an act of nature. A. Conservation and Restoration. If any material change occurs to the WORK after transfer to the CITY the CITY reserves the right to determine if, when, and how any CONSERVATION and RESTORATION of the WORK can be made, and the nature, scope and anticipated cost of any such CONSERVATION and RESTORATION. The CITY reserves the right to contract with a conservator to implement any such CONSERVATION or RESTORATION. B. Funding of Conservation and Restoration. The CITY shall be responsible for making all necessary CONSERVATION and RESTORATION of the WORK. The CITY'S responsibility for CONSERVATION and RESTORATION of the WORK is, by law, contingent upon receipt of adequate appropriations for this purpose. C. Notification of Conservation and Restoration. In the event the CITY determines CONSERVATION and RESTORATION should be undertaken,the CITY shall notify the ARTIST in writing of 1. The nature of the material change, including documentation in the form of one or more drawings, photographs, diagrams, plans, or other documentation to illustrate the change; 2. The CITY'S recommendations for the proposed means and methods for CONSERVATION and RESTORATION; 3. A timeline establishing the date by which the ARTIST must respond in writing and a set period for good faith negotiations by all parties regarding CONSERVATION and RESTORATION;and 4. The actions to be taken by the CITY should the ARTIST fail to respond to the established timeline and engage in good faith negotiations to reach agreement regarding the WORK'S CONSERVATION and RESTORATION. D. Approval of Conservation and Restoration. The ARTIST shall not unreasonably withhold approval for any reasonable CONSERVATION or RESTORATION of the WORK Page 7 of 11 Goods and Services Agreement Rev. 04/2023 Docusign Envelope ID:7B27B86D-5B21-49DC-929B-88C8183195DF outlined by the CITY in the written notice. The failure of the ARTIST to respond in writing within the established timeline to the CITY'S notice of change(s) to the WORK shall constitute the ARTIST'S waiver of all objections to the CONSERVATION or RESTORATION of the WORK (including means and methods) described in such CITY notice. E. Negotiation of Conservation and Restoration. The ARTIST and the CITY shall engage in good faith negotiations concerning the CITY'S recommendations for CONSERVATION and RESTORATION. Should the ARTIST and the CITY not reach mutual agreement on the CONSERVATION or RESTORATION means or methods within the timeline provided in the CITY'S written notice to the ARTIST, the WORK may be repaired or restored as determined by the CITY. F. Relocation, Removal, and Site Modifications. The CITY reserves the right to manage its buildings, facilities, and public sites for public purposes, and in doing so, may determine that it is necessary to relocate or remove the WORK and/or modify the site in/on which it is located. The CITY will not approve relocation or removal of the WORK and/or substantially modify the site in/on which it is located without notifying the ARTIST of the proposed change and attempting to reach agreement with the ARTIST regarding the future appearance or location of the WORK. The ARTIST shall not unreasonably withhold approval of the relocation or removal of a WORK from the site in which it is located or the modification of such location, as proposed by the CITY in its notice to the ARTIST pursuant to this subsection. G. Removal for Imminent Harm or Hazard. If the CITY reasonably determines that the WORK presents imminent harm or hazardto the public, other than as a result of the CITY'S or AGENCY'S failure to maintain the WORK, the CITY may authorize modifications of, including material changes, or removal of the WORK without prior approval of the ARTIST. H. Disassociation. If a modification of the WORK occurs without the ARTIST'S written permission and the ARTIST gives written notice to the CITY requesting that his/her name and the WORK be disassociated, the WORK will no longer be designated as the WORK of the ARTIST. L Deaccession. In the event the CITY deaccessions the WORK, the ARTIST shall have the first right of refusal to purchase his/her work in its current condition at salvage cost or the cost to retrieve the WORK, providing it is not integrated into a larger piece or a structure, and/or can be removed without destruction of the WORK. J. Integrated Artwork. If the WORK is integrated into or otherwise made part of a building, facility, or public site, the ARTIST acknowledges that such installation may subject the WORK to destruction, distortion, mutilation, or other modification by reason of its removal from or significant changes to that location. K. Inherent Nature of Materials and Public Presentation. For purposes of this CONTRACT, no modification of the WORK that results from the passage of time or the inherent nature of the materials used in the WORK shall constitute modification for which the ARTIST may claim relief or any remedy from the CITY. In addition, no modification of the WORK that is the result of CONSERVATION, RESTORATION, or of its public presentation(including but not limited to lighting and placement) shall constitute a modification that is prejudicial to the Page 8 of 11 Goods and Services Agreement Rev. 04/2023 Docusign Envelope ID:7B27B86D-5B21-49DC-929B-88C8183195DF ARTIST'S honor or reputation or for which the ARTIST may claim relief or any remedy from the CITY unless such modification is the direct result of gross negligence. XIII. MICELLANEOUS. A. Licenses and Taxes. Vendor shall possess a current Bremerton Business License and any regulatory license required to fulfill Vendor's obligations under this Agreement. B&O taxes shall be paid when due, and Vendor, by this Agreement, assigns any payments due under this Agreement to the City Clerk for payment of such taxes which have been declared delinquent. B. Conflict and Precedence. In the event of a conflict between the contract documents, the document which rates higher on the following list shall take precedence: 1. Amendments/ Change Orders to Goods and Services Agreement 2. Goods and Services Agreement 3. Specifications 4. Terms and Conditions 5. Vendor's Proposal C. Documents Incorporated by Reference. The following documents are incorporated by reference, including but not limited to: 1. Terms and Conditions, 2. Specifications, 3. Proposal, and 4. Non-Collusion Affidavit. D. Use of Photographs and Images. Vendor shall not use or distribute photographs or images depicting City officials, personnel, property, or equipment whether prepared by Vendor or provided by City without prior written consent of the City. The City will not unreasonably withhold its consent. E. Equal Employment Opportunity Statement. In the hiring of employees for the performance of work under this Agreement, the Vendor, its subcontractors, or any person acting on behalf of Vendor shall not discriminate in any employment practice on the basis of age (40+), sex, race, creed, color, national origin, sexual orientation/gender identity, marital status, military status, or the presence of any physical, mental or sensory disability. F. ADA Statement. The City of Bremerton does not discriminate on the basis of disability in programs and activities, which it operates pursuant to the requirements of the Americans with Disabilities Act of 1990, and ADA Amendments Act. This policy extends to both employment and admission to participation in the programs, services and activities of the City of Bremerton. Reasonable accommodation for employees or applicants for employment will be provided. Page 9 of 11 Goods and Services Agreement Rev. 04/2023 Docusign Envelope ID:7B27B86D-5B21-49DC-929B-88C8183195DF G. Compliance with Laws. Vendor shall comply with all federal, state and local laws, rules and regulations throughout every aspect in the performance of this Agreement. H. Prevailing Wages. If applicable to the work product,the following paragraph shall apply: Vendor shall file a "Statement of Intent to Pay Prevailing Wages" with the State of Washington Department of Labor & Industries prior to commencing the contract work. Vendor shall pay prevailing wages and comply with Chapter 39.12 of the Revised Code of Washington, as well as any other applicable prevailing wage rate provisions. The latest prevailing wage rate revision issued by the Department of Labor and Industries is attached. L Work Performed at Vendor's Risk. Vendor shall take all precautions necessary and shall be responsible for the safety of its employees, agents, and subcontractors in the performance of this Agreement. 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. J. Governing Law. This Agreement shall be governed and construed in accordance with the laws of the State of Washington. If any dispute arises between the City and Vendor under any of the provisions of this Agreement, resolution of that dispute shall be available exclusively under the jurisdiction, venue and rules of the Kitsap County Superior Court, Kitsap County, Washington. K. Attorney's Fees. In any claim or lawsuit for damages arising from the parties' performance of this Agreement, each party shall be responsible for payment of its own legal costs and attorney's fees incurred in defending or bringing such claim or lawsuit; however, nothing in this subsection shall limit the City's right to indemnification under Section IX of this Agreement. L. Written Notice. All communications regarding this Agreement shall be sent to the parties at the addresses listed below, unless otherwise notified. Any written notice shall become effective upon delivery, but in any event three (3) calendar 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. Notices to be sent to: Notices to be sent to: CITY: VENDOR: Attn: City Clerk Attn: KaDavien Baylor City of Bremerton KaDavien Baylor LLC 345 6th Street, Suite 100 6224 North Inwood Rd. Bremerton, WA 98337-1891 Shreveport, LA 71119 M. Assignment. Any assignment of this Agreement by the Vendor without the written consent of the City shall be void. Page l0 of 11 Goods and Services Agreement Rev. 04/2023 Docusign Envelope ID:7B27B86D-5B21-49DC-929B-88C8183195DF N. 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. O. Severability. If any one or more sections, subsections, or sentences of this Agreement are held to be unconstitutional or invalid, that decision shall not affect the validity of the remaining portion of this Agreement and the remainder shall remain in full force and effect. P. Suspension & Debarment. For contracts involving Washington State or Federal funding, Vendor 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 Washington State, Federal department, or agency. Vendor shall provide immediate written notice to the City if at any time it learns that it is or has become ineligible for certification. Should Vendor enter into a covered transaction with another firm, Vendor 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. Q. Mutually Bound. Vendor and Subcontractor are mutually bound by the terms of this agreement. Terms of this agreement will apply to the work of any subcontractor. The Vendor shall assume toward the subcontractor all obligations and responsibilities the Owner, under this agreement, assumes toward the Vendor, and the Subcontractor shall assume toward the Vendor all obligations and responsibilities which the Vendor, under this agreement, assumes to. wards the Owner. R. Entire Agreement. The written provisions and terms of this Agreement, together with any attached Exhibits, supersede all prior verbal statements by any representative of the City, and those statements shall not be construed as forming a part of or altering in any manner this Agreement. This Agreement and any attached Exhibits contain the entire Agreement between the parties. Should any language in any Exhibit to this Agreement conflict with any language contained in this Agreement, the terms of this Agreement shall prevail. IN WITNESS WHEREOF, the parties below have executed this Agreement. CITY: VENDOR: KaDavien Bay]. Doli4;ed by: CITY OF BREMERTON DocuSi ned b : B g Y Y �xc, 17133u5b94A34AF... Print Name: KaDavien Baylor By' Greg Wheeler Print Name: Its: Owne r Its: Date: Date: 7/10/2024 DocuSigned by: APPROV. . Sig ayFORM: ATTEST bbvu,V' 24-tDt D-4—15C41 F... By: D'D3C7Ci=D87564D8... By: KYLIE J. FINNELL, Bremerton City ANGELA HOOVER, City Clerk Attorney Page 11 of 11 Docusign Envelope ID:7B27B86D-5B21-49DC-929B-88C8183195DF Attachment "A" QUINCY SQUARE MURAL Statement of Work KaDavien Baylor LLC proposes to furnish the following scope of work: 1. The artwork commissioned from the artist will consist of a mural on the 4th Street facing side of the City owned garage located at 405 Washington Avenue. 2. The Artist will design, prepare, and install the mural in accordance with the accepted design (draft design proposal shown in Attachment B). 3. Project includes a public outreach component. Artist will attend meetings with the art selection committee to determine the final list of"trailblazers"to be included in the mural. 4. The Artist will secure all materials and equipment necessary for the installation of the work including: Exterior grade primer, High-quality exterior acrylic or mural paint, Paint brushes, rollers, and other necessary application tools, lift equipment, Protective gear including gloves, goggles, and masks, Cleaning supplies for preparing the concrete surface, Sealant or clear coat for protecting the finished mural from weathering and tagging. 5. The fabrication and application of the work will include the following steps: a. Surface Preparation.The concrete surface is thoroughly cleaned to remove any dirt, dust, or debris. Following cleaning, the surface is primed using an exterior grade paint. b. Application of Artwork Process. Working systematically from one section of the mural to another. Layering and Detailing: Multiple layers of paint are applied to achieve the desired depth, texture, and color intensity. Fine details and intricate elements are meticulously added to enhance the visual impact of the mural. c. Finishing. A sealant or clear coat is applied to protect the artwork from UV radiation, weathering, tagging, and other environmental factors. d. Final Inspection.A final inspection is conducted to verify the integrity of the finished mural and address any remaining touch-ups or corrections. 6. The Artist shall provide and install a permanent identification plaque as part of the work at a location agreed upon by the Artist and City. The artist will use the following format with final text approval by the City. Title Artist Name Year Installed Medium City of Bremerton 1-3 sentences provided by the artist to encourage discourse on the work. 7. The artwork installation will be scheduled in coordination with the construction schedule. The artist shall attend construction coordination meeting with the City, the City's general contractor, architect, and other parties as appropriate to communicate about the work and to coordinate appropriate integration and/or installation of the work. Docusign Envelope ID:7B27B86D-5B21-49DC-929B-88C8183195DF 8. Upon acceptance of the artwork by the city,the Artist will submit an art maintenance plan. 9. Payments will be made upon completion of deliverable as set forth below: Milestone Description Delivery Schedule Amount No. 1 Design deliverable package On Award $ 2,500 (plus applicable tax) 2 Materials on hand On or before July 15 , 2024 $ 18,200 (plus applicable tax) 3 50% Mural complete On or before August 9, 2024 $ 11,000 (plus applicable tax) 4 100 % Mural complete On or before August 31, 2024 $ 17,300 (plus applicable tax) 5 Project documentation, 130 days following final $ 1,000 (plus close-out, and art acceptance of sculpture and applicable tax) maintenance plan delivery of art maintenance plan 6 Travel Paid upon incurrence with NTE $ 1,600 (plus documentation applicable taxes) 7 Per Diem — 45 days @ $120 Paid monthly upon incurrence $5,400 per day Docusign Envelope ID:7B27B86D-5B21-49DC-929B-88C8183195DF Attachment "B" 110 - -', 1* — unaeraog race , , . . . .. . . . . ,---- i,,,,, +., _._ r , , . ,- / . .. . QuincySquareBremerton .er . ,. ,_, : 4 _ , , • African American Histo .. _.. - ,.,- .,, "le , . . ; • ,-�, , ... ura roe a at .. . . .„. A. t • .._ . .` f YET • - �70,,,,, . , ..... . .r. .. (Community) ._ - I : - 'M ,:- „ -:. - VISUALIZING THE BEAUTY OF e . ,'- : ' BREMERTON ' S AFRICAN AMERICAN • HISTORY AND LEGACY f• br *i 'f rT My .v 4.J!. .. . .. KaDavien Baylor LLC .. .;. . ,f5 . . . —--1 1 L . . ..4%. , , • . . . , , , ._ ., ....4 `4 - , : ( www.kadavien.com k '•rr 0• s. O Docusign Envelope ID:7B27B86D-5B21-49DC-929B-88C8183195DF Cid 0 i 1 ill U 011!-Vi. .nderdog _ 0.. 4 . ;. , 1 ..c., • ., ill hi 104 .L "., .," .7.. .,_ race , ....... •_ i .% Ai, L i 4' .. 4 % ':40 I •f t ..Yo 149. i ":11. Alft-, , I." , BACKGROUND 1111119. ' - .....e. Lirir . _. 'IP . An underdog is someone or something that is expected to lose in a competition or y struggle, usually because they are perceived as less skilled, less powerful, or less . pi- � ' + 'I ;II .. 1 1 . �._7pit . ; likelyto succeed compared to their opponents. It's a term often used in sports, . 5 , ' , ' ,'� .. t\IIIA '' p pp p � �•,_ � _ but it can apply to various situations where there's a clear favorite and a less- ,.i • : 1..• 1 .� } . ' • favored contender. Underdogs often evoke sympathy or admiration for theirOr- • _ - ? . { determination and resilience in the face of adversity. ..._.- '''4- :' '. .fdiilf L • �1. 1 a. ' 2--i• Bremerton African American History •.. ° -. I: p f _440011111, Components: 4stiri ...4, lir, ti2� � t , , offering a general introduction to African American history in Bremerton throughr 41/t 4:ie -.IL,. - the influx of African Americans during WWII 1 WI Conceptual representation of the social fabric created by this influx SIMEVE RT - - P 0 F yF LE. JOirl'a-1.F 11.0*r . - fr-. i 14 • i Highlight Locals through this social fabric {j'• * 7F :.N . _ 1 i ' 6 . .j..! ii: . .. _ . . 110 wt. . . . - Arm:i. . } jcwkacvien.c. Docusign Envelope ID:7B27B86D-5B21-49DC-929B-88C8183195DF corncomponents Influx of African Americans DURING WW2 A LARGE INFLUX OF AFRICAN AMERICANS WORK AT THE PUGET SOUND NAVAL ._.. SHIPYARD SEGREGATED SINCLAIR HEIGHTS PROJECTS WERE ESTABLISHED Naval shipyard officers in front of ship ~ Might include faces of: Trailblazer list: 1 .Lilliann Walker, JAMES WALKER (Civil Rights Pioneer) worked in the post office, sit in 1 • at the Triangle Restaurant -- . Aik li 2.William Bremer, whose name Bremerton bears, The city's father The Casina 1..-- 3.Jimmie Simmons was the first Black Deputy Sheriff 4.Albert Thomas, first Black-owned business in downtown Bremerton, The O'Neal Shoe .-t - - It ' NA 11lkN 14L\ r Repair Shop \\‘ 5.Ranie Woods was the first African American police officer • sik IN 6.JOHN HENRY TURPIN - Navy man, hero and Patriot I• .• 4.► - 2 7.MARTY CRUTCHER - first of two African Americans (the other beingAl Colvin) to be # • + I �. ' ' 1 li f "'� elected to the Bremerton City Council. c :; \ 8.ALYCE & LOXIE EAGANS - local civic heros E. il � . � +� , 9.DIANNE P. ROBINSON founder of the Kitsap County Black History Committee. 'pi\ "111 10.LEROY WILLIAMS - first African-American member of the Bremerton school board o • ‘. 4 , I 11 .WILLIS PAPILLION - veteran civic hero ; '�L 12.Larry Greene NAACP .,:11 1 ft, 4 1 ' # 13.HAZEL & AL COLVIN first Black credit union, first African American on the , . �. . ,,,A, c'Aa\ Bremerton City Council J 14.ROOSEVELT SMITH Kitsap historian g\t , IPPA ' , ' 15.DICK CREWS - Huskies' first Black basketball player `• ? i i ' ?! 14t 1 11 \k‘ ..... `� 16.NATHANIEL SARGENT I - / • fl ,ik ll i / / •. f � if 1 www.kadavien.com Docusign Envelope ID:7B27B86D-5B21-49DC-929B-88C8183195DF Proposal lik- i . . Tif . I Tr .- ,.,-'.. *IL , . , i . ....„ , ARTS DISTRICT ' .. . _ ,,... _ � t r y .. .. - . . .. I 7 • •. ....f. ... 1111:// .,./..- - 111 Sit '- or lir r,- .,.,4L ___ • T I i .1-/- • '.:-..t.- al' fe. 11;: ' ftbi! )...n,------- t/ , .. ., ,,, • \.,. ..._.. \\ \ , W:- AA 114 1"ril"4 I 4 6. )1 I Ilij ir 1 kb.144#e. . . ' ' ;.'.\\ , .; '..:t. `=tioorips.0 -yr 7 .4.- rf . ' 1 ! i ` ""tit IiIT I - + ,� . _ ,I - 1y � 4111 - t k COL wLL 1. . I "._ - C' I'. L �. � „ `.,A tar,,.rEM•il illott • ; _1 =�- *i 'd "'Will HAZEL • l I r J rio _ T,... .. •.. .„).:"...„ AIL, www.kadavien.com Docusign Envelope ID:7B27B86D-5B21-49DC-929B-88C8183195DF Installation Narrative • MURAL FABRICATION AND APPLICATION AT 4TH STREET PARKING GARAGE , 405 WASHINGTON AVE . , BREMERTON , WASHINGTON : Fabrication Phase: a. Material Procurement: Artists acquire high-quality exterior acrylic or mural paint in the required colors based on the approved design. b. Mock-up Creation : A scaled-down version of the mural design is created to serve as a reference during the application process and to ensure accuracy in scaling and proportions. Application Phase: a. Execution : Using the mock-up as a guide, artists begin the application process, working systematically from one section of the mural to another. b. Layering and Detailing: Multiple layers of paint are applied to achieve the desired depth, texture, and color intensity. Fine details and intricate elements are meticulously added to enhance the visual impact of the mural. c. Coordination and Safety: Installation teams coordinate closely to ensure safe access to all areas of the mural, utilizing scaffolding or lift equipment as needed to reach higher portions of the garage facade. www.kadavien.com Docusign Envelope ID:7B27B86D-5B21-49DC-929B-88C8183195DF Installation Narrative • MURAL FABRICATION AND APPLICATION AT 4TH STREET PARKING GARAGE , 405 WASHINGTON AVE . , BREMERTON , WASHINGTON : Finishing Phase: a. Protection: Once the mural is completed, a sealant or clear coat is applied to protect the artwork from UV radiation, weathering, and other environmental factors. b. Final Inspection: A final inspection is conducted to verify the integrity of the finished mural and address any remaining touch-ups or corrections. c. Unveiling: The completed mural is unveiled to the public, marking the culmination of the installation process and contributing to the cultural vibrancy of the Bremerton community. This comprehensive narrative outlines the step-by-step process involved in the fabrication, application, and installation of a mural on the exterior concrete surface of the 4th Street Parking Garage in Bremerton, Washington . Each phase, from preparation to finishing, is crucial in ensuring the successful realization of the artistic vision while adhering to logistical and safety considerations. www.kadavien.com Docusign Envelope ID:7B27B86D-5B21-49DC-929B-88C8183195DF 41) • /71111,pir ,.. ThankYou ! • ..,... , if • - .. ; ,, iese . ._... .,,,,ot .. Quincy S Bremerton . ._ .. . 4 .. , African American History . .„ ... . ,. , r . ,. .. „.__ __,,,/ .,_.. ,. ., ..,_ ... ; .400,.. ,......_• „....., ... Mural P �` . ..:. ..3, • ' " at � VISUALIZING THE BEAUTY OF BREMERTON ' S AFRICAN AMERICAN 401,4,r� � -.:- .)- - - HISTORY AND LEGACY a� .r" ( , ) Mj-- -F KaDavien Baylor LLC , ...4 4,4, • . '. . 44 ...,, . . . —- -x 3186176490 4f:`r ' Y • www.kadavien.com 4 . •rr r• s. O StateTai'm • • • STATE FARM FIRE AND CASUALTY COMPANY A STOCK COMPANY WITH HOME OFFICES IN BLOOMINGTON, ILLINOIS DECLARATIONS IN 8 0 wo Po Box 2915 Bloomington IL 61702-2915 Addl Insured -Section II Only M-22-2CD2-FA15 F E 001990 3123 CITY OF BREMERTON 345 6TH ST BREMERTON WA 98337-1858 Artisan And Service Contractor Policy Policy Number 98-CT-A462-8 Policy Period Effective Date Ex iration Date 1 Year JUN 19 2024 JUpN 192025 The policy period beggins and ends at 12:01 am standard time atthe premises Tocation. Named Insured KADAVIEN BAYLOR LLC Automatic Renewal - If the policy period is shown as 12 months , this policy will be renewed automatically subjectto the premiums, rules and forms in effect for each succeeding policy period. If this policy is terminated, we will give you and the Mortgagee/Lienholder written notice in compliance with the policy provisions or as required by law. Entity: Limited Liability Company RECEIVED JUL 2 9.2024 City of Bremerton Risk Management Total Estimated Premium $ 1,935.00 Citizens Emer Assess $ .54 Audit Period: Annual Total Estimated Amt $ 1,935.54 Discounts Applied: Years in Business Enclosed Building Prepared JUL 10 2024 © Copyright, State Farm Mutual Automobile Insurance Company, 2008 CMP-4000 Includes copyrighted material of Insurance Services Office, Inc., with its permission. 015809 290 Al Continued on Reverse Side of Page Page 1 of 6 N 530 580 u.2 05 31-2011 (0132310 DECLARATIONS (CONTIAJIED) Artisan And Service Contractor Policy for CITY OF BREMERTON Policy Number 98-CT-A462-8 SECTION I - PROPERT LSCHEDULE Location Location of Limit of Insurance* Limit of Insurance* M Number Described Premises Coveraae A - Coverage B - Buildings Business Personal Property 001 6224 N INWOOD RD No Coverage $ 1,000 25% SHREVEPORT LA 71119-7213 As of theeffectivedate of this policy, the Limit of Insurance as shown includes any increase in the limit due to Inflation Coverage. SEC Cov A - Inflation Coverage Index: N/A Cov B - Consumer Price Index: 314.1 SECTION I - DEDUCTIBLES Basic Deductible $1,000 Special Deductibles: Equipment Breakdown $1,000 Other deductibles may apply - refer to policy. Prepared JUL 10 2024 Copyright, State Farm Mutual Automobile Insurance Company, 2008 CMP-4000 Includes copyrighted material of Insurance Services Office, Inc., with its permission. 015809 Continued on Next Page StateFa m DECLARATIONS (CONTINUED) Artisan And Service Contractor Policy for CITY OF BREMERTON Policy Number 98-CT-A462-8 II SECTION I - EXTENSIONS OF COVERAGE - LIMIT OF INSURANCE - EACH DESCRIBED PREMISES The coverages and corresponding limits shown below apply separately to each described premises shown in these Declarations, unless indicated by "See Schedule." If a coverage does not have a corresponding limit shown below, WN but has "Included" indicated, please refer to that policy provision for an explanation of that coverage. LIMIT OF COVERAGE INSURANCE Accounts Receivable On Premises Off Premises Arson Reward Collapse Damage To Non -Owned Buildings From Theft, Burglary Or Robbery Debris Removal Equipment Breakdown Fire Department Service Charge Fire Extinguisher Systems Recharge Expense Forgery Or Alteration Glass Expenses Increased Cost Of Construction And Demolition Costs (applies only when buildings are insured on a replacement cost basis) Money Orders And Counterfeit Money Newly Acquired Business Personal Property (applies only if this policy provides Coverage B - Business Personal Property) Newly Acquired Or Constructed Buildings (applies only if this policy provides Coverage A - Buildings) Ordinance Or Law - Equipment Coverage Outdoor Property Prepared JUL 10 2024 © Copyright, State Farm Mutual Automobile Insurance Company, 2008 CMP-4000 Includes copyrighted material of Insurance Services Office, Inc., with its permission. 015810 290 Continued on Reverse Side of Page N $10,000 $5,000 $5,000 Included Coverage B Limit 25% of covered loss Included $2,500 $5,000 $10,000 Included 10% $1,000 $100,000 $250,000 Included $5,000 Page 3 of 6 DECLARATIONS Artisan And Service Contractor. CITY OF BREMERTON Policy Number 98-CT-A462-8 11 Personal Effects (applies only to those premises provided Coverage B - Business Personal Property) Personal Property Off Premises Pollutant Clean Up And Removal Preservation Of Property Property Of Others (applies only to those premises provided Coverage B - Business Personal Property) Signs Valuable Papers And Records On Premises Off Premises Water Damage, Other Liquids, Powder Or Molten Material Damage Business Liability - Property Damage $500 Other deductibles may apply - refer to policy, Coverage L - Business Liability Coverage M - Medical Expenses (Any One Person) Damage To Premises Rented To You Products/Completed Operations Aggregate Prepared JUL 10 2024 n Copyright, State Farm Mutual Automobile Insurance Company, 2008 CMP-4000 Includes copyrighted material of Insurance Services Office, Inc., with its permission. 015810 Continued on Next Page $2,500 $15,000 $10,000 30 Days $2,500 $2,500 $10,000 $5,000 Included LIMIT OF INSURANCE $1,000,000 $5,000 $100,000 LIMIT OF INSURANCE $2,000,000 Page 4 of 6 fattearr C_ Artisan And Service Contractor Policy for CITY OF BREMERTON Policy Number 98-CT-A462-8 General Aggregate $2,000,000 Each paid claim for Liability Coverage reduces the amount of insurance we provide during the applicable annual period. Please refer to Section II - Liability in the Coverage Form and any attached endorsements. Your policy consists of these Declarations, the BUSINESSOWNERS COVERAGE FORM shown below, and any other forms and endorsements that apply, including those shown below as well as those issued subsequent to the issuance of this policy. FORMS AND ENDORSEMENTS CMP-4100 Businessowners Coverage Form CMP-4218.3 Amendatory Endorsement FE-6999.3 Terrorism Insurance Cov Notice CMP-4561.5 Policy Endorsement CMP-4763.2 Uninsured/Underinsured Cov CMP-4600 Artisan and Service Contractor CMP-4753.1 Excl Insepct Appraise Survey CMP-4532 Exclusion Cyber Incident FE-1401 Exclusion Cyber Incident FE-3650 Actual Cash Value Endorsement CMP-4786 Addl Insd Owners Lessee Sched CMP-4787 Waiver of Trans Rgt of Recov FD-6007 Inland Marine Attach Dec Prepared JUL 10 2024 n Copyright, State Farm Mutual Automobile Insurance Company, 2008 CMP-4000 Includes copyrighted material of Insurance Services Office, Inc., with its permission. 015811 290 Continued on Reverse Side of Page Page 5 of 6 N DECLARATIONS (CONTINUED) Artisan And Service Contractor Policy for CITY OF BREMERTON Policy Number 98-CT-A462-8 This policy is issued by the State Farm Fire and Casualty Company, Participating Policy You are entitled bu participate h1adistribution ofthe earnings of the company aodetermined byour Board ofDirectors in accordance with the Company's Articles of Incorporation, as amended. In Witness Whereof, the State Farm Fire and Casualty Company has caused this policy tobasigned bvKnPneaidenLand Secretary edBloomington, Illinois. Secretary President Pmpond JUL 1O2O24 Copyright, State Farm Momo|Automobile Insurance Cvm»noKmo 0K4p~4000 Includes copyrighted material Of|nvoran"oServices Office, |nr,with its permission. 015811 2e0 Page 8of G N State arm STATE FARM FIRE AND CASUALTY COMPANY ii A STOCK COMPANY WITH HOME OFFICES IN BLOOMINGTON, ILLINOIS INLAND MARINE: ATTACHING DECLARATIONS 0 0 0 0 �o Po BoX 2915 Bloomington IL 61702-2915 Named Insured M-22-2CD2-FA15 F E KADAVIEN BAYLOR LLC Policy Number 98-CT-A462-8 Policy Poriod Effectivo Dato Expiration Dato 1 Year JUN 19 2024 JUN 192025 The poli y period begins and ends at 12:01 am standard time at e premises location. Automatic Ronowal - If the policy poriod is shown as 12 months, this policy will be renewed automatically subjectto the premiums, rules and forms in effectfor each succeeding policy period. If this policy is terminated, we will give you and the Mortgagee/Lien holder written notice in compliance with the policy provisions or as required by law. Annual Policy Premium Included The above Premium Amount is included in the Policy Premium shown on the Declarations, Your policy consists of these Declarations, the INLAND MARINE CONDITIONS shown below, and any other forms and endorsements that apply, including those shown below as well as those issued subsequentto the issuance of this policy. Forms, Options, and Endorsomonts FE-8743.1 Inland Marine Computer Prop FE-8739 Inland Marine Conditions FE-6253.2 Amendatory Endorsement FE-8756.1 Inland Marine - Installation FE-8760 Mobile Equipment Form See Reverse for Schedule Page with Limits Prepared JUL 10 2024 Copyright, State Farm Mutual Automobile Insurance Company, 2008 FD-6007 Includes copyrighted material of Insurance Services Office, Inc., with its permission. 015812 530 686 0 05 31 2011 1o1132320 ATTACHING INLAND MARINE ENDORSEMENT LIMIT OF DEDUCTIBLE ANNUAL NUMBER COVERAGE INSURANCE AMOUNT PREN10K8 FE'8743.1 Inland Marino CompuharProp 25,000 GOO Included FE-8760 Mobile Equipment Form* lO,OOU * GUU Included FE-8756.1Installation 4 5,000 * 500 Included Property in Transit 5,000 Number of Job -Sites: 1 OTHER LIMITS AND EXCLUSIONS MAY APPLY - REFER TOYOUR POLICY Prepared JUL 1O2O24 Copyright, State Farm IVIoma|Aumm"N|o|o"vmnvvCompany, x00n O_8007 Inclodes copyrighted material of Insorince Services Office, Inc., with its permission. tat arm 98-CT-A462-8 015813 0&, THIS ENDORSEMENT CHANGES THE POLICY PLEASE READ IT CAREFULLY. CMP-4786 Page I of 1 CMP-4786 ADDITIONAL INSURED — OWNERS, LESSEES, OR CONTRACTORS (Scheduled) I This endorsement modifies insurance provided under the following: BUSINESSOWNERS COVERAGE FORM SCHEDULE Policy Number: 98-CT-A462-8 Named Insured: KADAVIF.N BAYLOR LLC t . XI • ITI I :ql I A 1. SECTION 11 — WHO IS AN INSURED of SECTION 11 — LIABILITY is amended to in- clude, as an additional insured, any person or organization shown in the Schedule, but only with respect to liability for "bodily inju- ry", "property damage", or "personal and ad- vertising injury" caused, in whole or in part, by: (1) Your acts or omissions; or (2) The acts or omissions of those acting on your behalf; in the performance of your ongoing opera- tions for that additional insured; or "Your work" performed for that additional insured and included in the "products - completed operations hazard". 2. Any insurance provided to the additional in- sured shall only apply with respect to a claim made or a "suit" brought for damages for which you are provided coverage. 3. Primary Insurance. The insurance afforded the additional insured shall be primary insur- ance. Any insurance carried by the additional insured shall be noncontributory with respect to coverage provided by you. There will be no refund of premium in the event this endorsement is cancelled. All other policy provisions apply, CMP-4786 C, Copyright, State Farm Mutual Automobile Insurance Company, 2008 Includes copyrighted material of Insurance Services Office, Inc., with its permission. Steary 98-CT-A462-8 015814 CMP-4787 4& Page 1 of 1 THIS ENDORSEMENT CHANGES THE POLICY PLEASE READ IT CAREFULLY. CMP-4787 WAIVER OF TRANSFER OF RIGHTS OF RECOVERY AGAINST OTHERS TO US This endorsement modifies insurance provided under the following: BUSINESSOWNERS COVERAGE FORM SCHEDULE Policy Number: 98-CT-A462-8 Named Insured: KADAVIEN BAYLOR LLC Name And Address Of Person Or Organization: The following is added to Paragraph 10.b. of SECTION I AND SECTION 11 ® COMMON POLICY CONDITIONS: We waive any right of recovery we may have against the person or organization shown in the Schedule because of payments we make for injury or damage arising out of: a. Your ongoing operations; or b. "Your work" done under contract with that person or organization and included in the "products - completed operations hazard". This waiver applies only to the person or organization shown in the Schedule, All other policy provisions apply, CMP-4787 (D, Copyright, State Farm Mutual Automobile Insurance Company, 2008 Includes copyrighted material of Insurance Services Office, Inc., with its permission. A .,