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Home My WebLink AboutCAG2019-060 - Original - Krazan & Associates, Inc. - Lake Meridian Bathhouse Repair Testing & Inspection - 02/11/2019 'NT Records Management Document CONTRACT COVER SHEET This is to be completed by the Contract Manager prior to submission to the City Clerk's Office. All portions are to be completed. If you have questions, please contact the City Clerk's Office at 253-856-5725. Vendor Name: Krazan & Associates Inc. Vendor Number (JDE): Contract Number (City Clerk): h 161 Category: -Contract Agreement Sub-Category (if applicable): None Project Name: Construction Testing & Inspections at Lake Meridian Bathhouse Repair Contract Execution Date: 2/11/19 Termination Date: 12/31 /19 Contract Manager: Lynn Osborn/BH Department: Parks Contract Amount: $1 ,670.00 Budgeted: 1 Grant? Part of NEW Budget: Local: R State: Federal: Related to a New Position: 11 Basis for Selection of Contractor? Other Approval Authority: ❑✓ Director F] Mayor ❑ City Council Other Details: Special construction testina & inspections during the Lake Meridian Bathhouse Repair project Division Contract#PPD19-05 40 KENT CONSULTANT SERVICES AGREEMENT between the City of Kent and Krazan & Associates, Inc, THIS AGREEMENT is made between the City of Ken[/ a Washington nnuo|dpa| corporation (here|nuftm, the "City"), arid Kruran & Associates organized under the laws of the State efVVoahington located and doing business at 825 Cnntw. Street, Suite A, Tacoma, WA 98409 (heneinahyr the ` °Conou|tant'1. %. DESCRIPTION OF WORK, Consultant sliall perform the following services for the City in accordance, with the following described plans arid/or spedbcations� C011struction testling an�j inspection services for the Lake Meridian Bathhouse Rqialr project ]"his agreeff)ENIt excludes 11rose Terrym and ConfJitions d0nilthod In Exhibit A as pages one through fourof AtLi�cl)rjjent B. � � Consultant further represents that the services furnished under this Agreement will be performed in accordance wild') generally accepted professional practices within the Puget Sound region in effect atthe time hhoue services are perhorncd. 11. TIME OF COMPLETION. The parties agree that work will begin on the tasks described in Section l above innnr}ediate(y upon the effective date uf this Agreement, Consultant complete the work described |n Section Ihy1Z/3l/Z019, III. COMPENSATION. A. The City shall pay the Consultant, based on time and materials, an amount not to exceed $1,670,00, for the services described in this Agreement. This is the maximum amount to be paid underthis Ayrmm'neot Car the work descr|hwd in Section Iabovc, and sha|| not he oxceeuedwiLhwu� d�e Prior `v,irton authorization uf the City |n the form ofunegohatedand euecutedannendrneniiothis TheCunsu|rmol agrees that the houdyarMal, rate c|larged by it for its services conh'octmd for herein shall ,en,min locked at the negotiated rate(s) for a period of one (1) year frorn the effective date of this Agreement, Thr Cmnsu|La it's UiU|og rates shall beasdaAneaLw'] ioExhiliA. B. The Consultant shall sulurnit a single payrnent invoices try the City loir work perforined, and a final bill upon completion of all services descrll,)ed in this Agreement. the City shall provide payment within forty-five (45) days o/ receiptwyaminvoice Iy the City Objects Ln all orany portion ofan invoice, |t shall notify the Cunsuita^tandreserves the upUonru only pay that portion of the invoice not in dispute. In tha� event, bre pi3ities will minediate1y rnake eVeIry effort Un settle the disputed pu/tion, I0/. INDEPENDENT CONTRACTOR. The parties intend that an Independent Contractor- Ennp|uyor Relationship w||/ be created by this Agreement. By the|rpxecoiion of this Agreement, and in accordance with Ch� 51,08 RCW, the parties make the following representations: CONSUL[ANT SERVICES AGREEMENT 1 A. The Consultant has the ability to control and direct the performance and details of its work, the City being interested only in the results obtained under this Agreement. B. The Consultant maintains and pays for its own place of business from which Consultant's services under this Agreement will be performed. C. The Consultant has an established and independent business that Is eligible for a business deduction for federal Income tax purposes that existed before the City retained Consultant's services, or the Consultant is engaged in an independently established trade, occupation, profession, or business of the saute nature as that involved under this Agreement. D. The Consultant is responsible for filing as they become due all necessary tax documents with appropriate federal and state agencies, including the Internal Revenue Service and time state Department of Revenue. E. The Consultant has registered its business and established an account with the state Department of Revenue and other state agencies as may be required by Consultant's business, and has obtained a Unified Business Identifier (UBI) number from the State of Washington. F. The Consultant maintains a set of books dedicated to the expenses and earnings of its business. V. TERfMINATION. Either party may terminal this Agreement, with or without cause, upon providing the other party thirty (30) days written notice at its address set forth on the signature block of this Agreement. 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 without restriction. If the City's use of Consultant's records or data is not related to this project, it shall be without liability or legal exposure to the Consultant. VI. DISCRIIMINATION. In the hiring of employees for the performance of work under this Agreement or any subcontract, the Consultant, its subcontractors, or any person acting on behalf of the Consultant or subcontractor shalt/ not, by reason of race, religion, coffer, sex, age, sexual orientation, national origin, or the presence of any sensory, mental, or physical disability, discriminate against any person who is qualified and available to perform the work to which the employment relates, Consultant shall execute the attached City of Kent: Equal Employment Opportunity Policy Declaration, Comply with City Administrative Policy 1.2, and upon completion of the contract work, file the attached Compliance Statement VII, INDEMNIFICATION. 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 Consultant's performance of this Agreement, except for that portion of the injuries and damages caused by the City's negligence. The City's inspection or acceptance of any of Consultant'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 4,24,1,15, them, 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, agent's and volunteers, the Consultant's duty to defend, indemnify, and hold the City harmless, and Consultant's liability accruing from that obligation 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 CONSULTANT SERVICES AGREEMENT - 2 ($20,000 or Less) � \MSUR8N[�, TITLE 51 KCN/, SOLELY FOR THE PURPOSES OF THIS INDEMNIFICATION. THE PARTIES FURTHER ACKNON/LED6E THAT THEY HAVE MUTUALLY NEGOTIATED THIS WAIVER. In the event Consultant refuses tender of defense in any suit or any claim, if that tender was made pursuant to this indemnification clause, and |f that refusal |s subsequently determined hya court having jurisdiction (or other agreed tribunal) to have been u wrongful refusal on the Consultant's part, then Consultant shall pay all the City's costs for defense, including all reasonable expert witness fees and reasonable attorneys' fees, Plus the City's legal costs and fees |ncu/red because there was u wrongful refusal vn the Consultant's part. The provisions of this section shall survive the expiration or termination of this Agreement. VIII. %NSW]N&NCE. The Consultant shall procure and maintain for the duration nfthe Agreement, insurance of the types and in the amounts described )n Exhibit 8 attached and incorporated by this reference. IX^ EXCHANGE OF INFORMATION. The City will provide its best efforts (uprovide reasonable accuracy of any information supplied by it to Consultant for the purpose of completion of the work under this 49recnocnt X� OWNERSHIP AND USE OF RECORDS AND DOCUMENTS. Origin*| Uncunoents, drawings, designs, reports, or any other records developed or treated under this Agreement yhw|| belong to and becorne the property of rhe City. All records subinitved by the City to the Consultant will be safeguarded by the Consultant. [nnso/Lamtshalt make such data, documents, and files available k/ the City upon the City's request. The Consultant acknowledges that the City is a Public agency subject to the Public Records Act codified /n Chapter 42.56 of the Revised Code of Washington. As such, the Consultant agrees to cooperate fully with the City in satisfying the C|iy's duties and ob|igntinnswnde| the Pub||cRecordwAct. The C!tyt use or reuse of any of the documents, data, andf|e» *,"*hmdby Consultant ,mr this projw:ihy anyone other than Consultant on any other project shah be without i(abNiy or legal exposupm to Consultant. X1. CITY'S RIGHT OF INSPECTION. Evan though Consultant is an independent contractor with the authority to control arid direct the performance and details of the work auffionzed under this Agreement, the work Must meet the approval o[the City and shall he subject tn the City's general right nf inspection in secure satisfactory completion. XIZ. VVOiPK PERFORMED AT CONSULTANT'S RISK. Consultant shall take all necessary p/ccautions and shalt be responsible for the safety of its employees, agents, and subcontractors in the perf*rnnanttnfMkecunbarlmorkondsbm|| uU|iaea|| protcct|nnneuesyaryfnrthatpurpnse. Al| vvorksho|| be done at Consultant's own risk/ and Consultant shall be responsible for any loss o/ or damage to materials, tools, or otfier articles used or held for use In connection with the work. XIII. MISCELLANEOUS PROVISIONS. A. ��[��b!�-y�1t§�i@�� Pursuant to Chapter 3,88nf the Kent City Code, the City requires its contractors and consultants to use recycled and recyc|ah|e products whenever practicable. 8 price preference may be available for any designated recycled product. D, Non-YV�aive[/Q[/�[ead]� The failure n[the City Lo insist upon strict perfuro�anocuf any n[the covenants and agreements contained in this Agreement, o/ to exercise any option conferred by this Agreement /n one or more instances shall not be construed to be a waiver o, relinquishment of those covenants, agreements or options, and the same shall be and remain in full force and effect, C. R&§�L�d&U-�[-N��-�Dd6Q2�[Q�l&-L Th|sAgreemontshu|| bcgov*,nedbyand cOnstrued |n accordance wlth the laws of tre State of Wr.isbjrgtor� If ttie paittes are unable to settle any dispute, difference urc|ain: Wising yror-i the parties' pofunnancao[ HhimA9rw°o`eot/ 0heexduuipCn`nmns u/oeuu|vfngthatd|opvt*, diferanceorc|a(rn/ Sha|| oo|yhnty0inguu|rexdu*ive/yundertAevmnue, ru|es andjudscl|ctiun u[ thc,- King County Supe,|mrCuuM, King County, V;ash|ngLon, un|eus tire parUoo agree (n CONSULTANT SERVICES AGREEMENT 3 writing to an alternative dispute resolution process. In any claim or lawsuit for damages arising from the parties' performance of this Agreement, each party shall pay all its legal costs and attorney's fees incurred in defending or bringing such claim or lawsuit, including all appeals, in addition to any other recovery or award provided by law, Kdyjded, however, nothing in this paragraph shall be construed to limit the City's right to Indemnification under Section VII of this Agreement. D. _(jrit tice. All communications regarding this Agreement shall be sent to the parties at the addresses listed on the signature page of the Agreement, unless notified to the contrary. Any written, notice hereunder shape become effective three (3) business days after the date of mailing by registered', or certified mail, and shall be deemed sufficiently given if sent to the addressee at the address stated in this Agreement or such other address as may be hereafter specified in writing. E. Paq[lnrrfgll$. Any assignment of this Agreement by either party without the written consent of the non assigning party shall be void, If the non-assigning party gives its consent to any assignment, the terms of this Agreement shall continue in full force and effect and no further assignment shall be made without additional written consent. F. ipd f.P.catlpr_r. 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 Consultant. G. ( wrlre Agreznlent. The. written provisions and terms of this Agreement, together with any Exhibits attached hereto, shall supersede all prior verbal statements of any officer or other representative of the City, and such statements shall not be effective or be construed as entering into or forming a part of or altering in any manner this Agreement, All of the above documents are hereby made- a part of this Agreement. However, should any language in any of the Exhibits to this Agreement conflict with any language contained in this Agreement, the terms of this Agreement shall prevail, H. C,oMI Ironc .,..wyutpY Law,,s. The. Consultant agrees to comply with all federal, state, and municipal laws„ rules, and regulations that are now effective or in the future become applicable to Consultant's business, equipment, and personnel engaged in operations covered by this Agreement or accruing out of the performance of those operations. I', Public R(KQ.rds Act, The Consultant acknowledges that the City is a public agency subject to the Public Records Act cod1lf6ed in Chapter- 42.55 of the Revised Code of Washington and documents, notes, emails, and other records prepared or gathered by the Consultant in Its performance of this Agreement may be subject to public review and disclosure, even if those records are not produced to or possessed by the City of Kent. As such, the Consultant agrees to cooperate fully with the City in satisfying the City's duties and obligations under the Public Records Act. �• City 5gsiness_.LiceQ�g ftguired. prior to commencing the tasks described in Section I, Contractor agrees to provide proof of a current city of Kent business license pursuant to Chapter 5.01 of the Kent City Code, CONSULTANT SERVICES AGREEMENT - 4 ($20,000 or Less) K. C0 QrILoyfurt ana Slanawr¢�$ by.F�Ix—Qr Erna,ll. This Agreement may be executed in any number of counterparts, each of which shall constitute an original, and all of which will together constitute this one Agreement. Further, upon executing this Agreement, either party may deliver the signature page to the other by fax or email and that: signature shall have the same force and effect as If the Agreement bearing the original signature was received in person. IN WITNESS, the parties below execute this Agreement, which shall become effective on the last date entered below. All acts consistent with the authority of this Agreement and prior to Its effective date are ratified and affirmed, and the terms of the Agreement shall' be deemed to have applied. CONSULTANT: — CITY OF KENT „„. .w r Print Name: Wil,lam I3. '1hr°ne nature) Print Namr Jungman ...T Its:,_ Iestti4l5lyLiu Its: rks Planning & Development (title) Manager DATE: 1 ebr Clary t 2019 _ .... .__ DATE: ... Ll... .P`3 _ _......_._ NOTICES TO BE SENT TO: mm NOTICES TO BE SENT TO ....,....._ �_ CONSULTANT: CITY OF KENT: Eerrbtine-Mar}ir W's lltam3. TZ o Bryan Higgins Krazan & Associates City of Kent 825 Center St, Ste A 220 Fourth Avenue South Tacoma, WA 98409 Kent, WA 98032 s 253-939-2500, x '(telephone) (253) 856-5113 (telephone) t�o1\"4we+erava2.QKvn-zan-Cowes ATTEST: _.__ ......._ .....----- .........m _.._ ........ .,.—...----............._.._. ............ Ke t City Clerk r wlannwyLLake Men0lan%Revnoom Arson Repair 3019NInspec[iono-Rrazan-mMgAC CONSULTANT SERVICES AGREEMENT - 5 ($20,000 or Less) DECLARATION CITY OF KENT EQUAL EMPLOYMENT OPPORTUNITY POLICY The City of Kent is committed to conform to Federal and State laws regarding equal opportunity. As such all contractors, subcontractors and suppliers who perform work with relation to this Agreement shall comply with the regulations of the City's equal employment opportunity policies. The following questions specifically identify the requirements the City deems necessary for any contractor, subcontractor or supplier on this specific Agreement to adhere to. An affirmative response is required on all of the following questions for this Agreement to be valid and binding. If any contractor, subcontractor or supplier willfully misrepresents themselves with regard to the directives outlines, it will be considered a breach of contract and it will be at the City's sole determination regarding suspension or termination for all or part of the Agreement; The questions are as follows: 1. I have read the attached City of Kent administrative policy number 1.2. 2. During the time of this Agreement I will not discriminate in employment on the basis of sex, race, color, national origin, age, or the presence of all sensory, mental or physical disability. 3. During the time of this Agreement the prime contractor will provide a written statement to all new employees and subcontractors indicating commitment as an equal opportunity employer. 4. During the time of the Agreement I, the prime contractor, will actively consider hiring and promotion of women and minorities. 5. Before acceptance of this Agreement, an adherence statement will be signed by me, the Prime Contractor, that the Prime Contractor complied with the requirements as set forth above. By signing below, I agree to fulfill the five requirements referenced above. By: ^` G For: n7an K�&asnri ales Tnr Title: Operations Manager Date: February 6, 2019 EEO COMPLIANCE DOCUMENTS - 1 CITY OF KENT ADMINISTRATIVE POLICY NUMBER: 1.2 EFFECTIVE DATE: January 1, 1998 SUBJECT: MINORITY AND WOMEN SUPERSEDES: April 1, 1996 CONTRACTORS APPROVED BY Jim White, Mayor POLICY: Equal employment opportunity requirements for the City of Kent will conform to federal and state laws. All contractors, subcontractors, consultants and suppliers of the City must guarantee equal employment opportunity within their organization and, if holding Agreements with the City amounting to $10,000 or more within any given year, must take the following affirmative steps: 1. Provide a written statement to all new employees and subcontractors indicating commitment as an equal opportunity employer. 2. Actively consider for promotion and advancement available minorities and women. Any contractor, subcontractor, consultant or supplier who willfully disregards the City's nondiscrimination and equal opportunity requirements shall be considered in breach of contract and subject to suspension or termination for all or part of the Agreement. Contract Compliance Officers will be appointed by the Directors of Planning, Parks, and Public Works Departments to assume the following duties for their respective departments. 1. Ensuring that contractors, subcontractors, consultants, and suppliers subject to these regulations are familiar with the regulations and the City's equal employment opportunity policy. 2. Monitoring to assure adherence to federal, state and local laws, policies and guidelines. EEO COMPLIANCE DOCUMENTS - 2 CITY OF KENT EQUAL EMPLOYMENT OPPORTUNITY COMPLIANCE STATEMENT This form shall be filled out AFTER COMPLETION of this project by the Contractor awarded the Agreement. I, the undersigned, a duly represented agent of Company, hereby acknowledge and declare that the before-mentioned company was the prime contractor for the Agreement known as _ that was entered into on the .,,,,,, _ (date) between the firm I represent and the City of Kent. I declare that I complied fully with all of the requirements and obligations as outlined in the City of Kent Administrative Policy 1.2 and the Declaration City of Kent Equal Employment Opportunity Policy that was part of the before-mentioned Agreement. By: For: . Title: Date: EEO COMPLIANCE DOCUMENTS - 3 EXHIBIT & ASSOCIATES , INC . .. ...... GEOTECIINICAL ENGINEERING • ENVIRONMENTAL ENGINEERING CONSTRUCTION TESTING AND INSPECTIONS February 1, 2019 KA Proposal No. T19053WAT MR.BRYAN HIGGINS Tel: (253) 856-5113 CITY of KENT Email: bhiggins(ukentwa.gov 220 Fourth Avenue S Kent, WA 98032 RE: CONSTRUCTION TESTING AND INSPECTION SERVICES FOR: Lake Meridian Bath House Fire Repair 14800 SE 232ed Sheet Kent, Washington Dear Mr. Higgins, We greatly appreciate and thank you for the opportunity to submit this proposal and agreement for Testing and Inspection services for the above referenced project. Attachment A includes our proposed anticipated budget for the project. We are available inutlediately to support your project needs.Attachment B provides Terms and Conditions. Notes: • Services will be performed on a "time and materials' basis. Any total estimates provided are merely estimates and are not a guaranteed maximum price. A four (4) hour minimum charge applies to all inspection services and all inspections performed will be billed on a portal to portal basis. Services requested in addition to those listed in Attachment A will be billed at our current rates. Acceptance of Krazan's proposal in writing constitutes your agreement of Krazan commencing all work under our standard General Terns and Conditions, attached and incorporated in full by tivs reference. If you have any questions, or if we can be of further assistance, please do not hesitate to call our office at (253)939-2506. We look forward to working with you. The following items are included as an Attachment: ® Attachment A—Anticipated Budget ® Attachment B—Terms and Conditions Respectfully submitted, KRAZAN & ASSOCIATES I x 4 4 William B. Throne Operations Manager __. . ... With Offices Serving the Western United States 825 Cenle[Sheet,Suitc A.Tacoma,WA 98409 • (253)939-2500 • Fax:(253)939-2556 PU I P1 I A(ContmucA) RA Pnyosa I No Ul 90' F l0bruag-1,2019 ......------ ................ ...... ...... A t-Mcbment A, COPqSTIRt Ull ION MAI FRIAL f ENTING lk INSPECUON SERVICES Lake IpRe.ridNn Hath Home Ilm Rqx�dr 14HO SE Mud SM DESCRIPMN VISIT'S U N FTS RAI E COIS11 - ---------.......... - --j............ ............ Li opitrcksry Ano.I or m 2 H hoor", $70.00 $560AO "OT Having Inniewavin l 4 MAP) tj, 'u-nictural Wc-ldiug Irispoc(ion 4 how rt'gToo ..........---. ......... litt)Ulmgc(ioundinp njiilUiv�c) 4 mell $7100 I'uerlu ............—......... ? hours $95.00 90'00 ........... ........... . ......... N(YOWS: nus W mHunwe is MY im the scope or wtAt and usumplon, oritljoe4i III o,j 11,r),roall lylualbel I p4M-MY W f daWd M"uny 1,2UI9 m1ticham AwWs&cbyr;lQwno, A four howl nummum chmrgs,_poq-td pol[l,al appriq.,' [a) ;)[I Corsts dm (mwfnwoon d.o;nng and ijlsp'.:c6o1[l servlccs JTC hi0illy dupuld""w on contracdrn ckabjlo wa�athel, ovedapping of work and (Oor Amrs. I hud'orc Ow ipwdh" bod no one (w,'l csilmilatic sllouh-J bu u(mulmed approvinnn, Krazan & Aamwim does trot the vvoik or production ntoc- Mm"un on winwe PMAM Ow ("wl nor MY a hung swu Q '"A"Y"cued to or gumamcd nummu In Pus wk embumle does nol iNcludo(rumn"I Me=lwohmYc h,wMiums mvdwM llojod AlMsholun SuAlces %vUl he invviud at 0.5 Jumarm Pro each The ViOr Krazan Associates,Inc. With Offices Serving the Western United States FXHIB If A(Cordirmod) AGREFIVIEll FOR ENGINEERING CON SUILTINGT5F.RVICES, CONS 1HUSTION QnSERVAli AND MAY ERIALS TESTING SERVICES Nl AGRE.T.Wil is nado by and I yell KRA/AN & ASSOCIAli ING, le,,oWn, raffirptild to ar, Consuftins', and (,'lIY LIP KLNT 220 fourth Avenue S K,.,.r,t,VIVA 080U, henamirldrT rofterred la ais'C'sent This petiteeninnh apmaren khe pmfinte zorlsise of the TEl AND CONDITIONS Itell the specified PR OPOSAI holed Or,.Mfollymn lidifir House File clitcjr, Ito tivieltOr Thd0*31,y/fAr drytiod Febrilwy 1 2010(NITY)PORAL'), and any ellb(alls Orartachulund,aIhfj ui firs,IIROPOTaA,,wrjdbj or*rocothilili-ifild in fiob by This retiame This Atirresminninl,rmoculVT In fficarpa,WA is 0(foarva east Core said Truli Agreement is by Ka7lvi 8 Asoceffeleou, Inc,fol rho axs Off "To'ch Gocroultand!sideline arrverls,as schRi July ll by(anNit.ohlohilver 1.OFFINITIONfy I.Y.(;fjYbi Doilsolwes. Plane,5 ro-uiFlcationa,and aspeemorin; bolleveren Client and Contractor,including Irpe,afneirs,aupp emantary Incfrijorif9,and chilif antiffs 1.21 Contrarcror The mull aloofor coldratiors,aid including ih.Jl@heir io.namribramerc of every tier iltatnisid Is perkm lo ConMrusfinil al 01i Ills, Prrje,U 'of Which C01nocAsol 15.fg(varfiriq uvvkfofs Vinibir lh),.'V AgheoilTern 1.3-Detiegis Calkindar clasper will uhnondc,olairid, CIF Hazo,dous flasporhyfe, Inn lonif I irizAirrl M,ala real n1winry arry poik sule'tances,cinitalil q'idKii'dilvily polluianhR or lither InVirlorial., ,I Miewiva, form 001 es"ne, karlwof or vAlrecuro to kinpm], We onvirori i any ,vay whadfcavat I I rtk`iu7 Whiffishi If bull ive 'lot Iunlfed to redlito suielaists" d0linad,dossylellod el IfelifT)if,any ilylel HI,fil"ve od'si fore,feg"ATibion or ordirdince concoallog 1j;,aI Wur-40%taxec sra6slzlrlcn al pollifurfoxi V.5.Sorrysteos. Iho prokoolicilar flonnees brovidied by Colonielot a,Ali bill 111 41 AfrocenI ns Irrclu,oYraaS In VRQTl(tf$AL ship elites (Thaillyr,Ulder, I ask Quer or a a Krevinner I no Ilum A qfefnrntvn.Pflggd comOlufann's plotilsof I rolnseff,fla SChOdured by Cledil s connVenfiffs it ire)egli oran W'I wflil,ii "i or in unil 1.6. hourly. rife,labor, nadoialI3,equllp.,.W and eeivices of Ilse Curnof wFLued to comPlate the of des.cribbed in the Contract Documen[s. P.Y.Nib fplrpypyfe. Cun:iupanl',t rheradird arfluol foe nchadutb,firliffsFi,INOTeCt SPI(Iff 11-Ml schedule is plovided 19 hvitalfrairev Tarr Oissoloallerf) Visual diffirelin,'etior, of oij n lier"In)nice with pipers or, an (I,,., been Of COve"lle'll 5 Professoriat juif(Pneof general equArements VA resirfoof (Offasuerri exrinnipotion,panbrimmi-nnil of Olots,and any cohor activibes Or delerrininu,the chayfo(evis(Irs or colloorlinlGeof materials 2.SCOPE'.OF SERVICES 2 1 Sliefoores ifyInnyoked,S0101i Cl"ralflall l"'ll Ont"'loo culsilroillitia reAll tirsTing adid w5jeoloon serviI sof refill In the PR Al(°➢IAIL and any (I or theh orvant recall I all Vesluted tests ail(J of rho,slyl,"I'lloolas and work Pr rforrood fly thoir Conirinclor Is All Valiveduted on less Irli first,foil woA daypnop[,a The bons frilled Tlwrsdjhrf IF To pa duffel lnelV ishoditoll wisn f" NO clainlo for Ionse,dololilj.".,il zdhull be firri abilf curmultapt by("hunif Of any ildral plrmrly ri tosto ex rapo.jrts Vint if for"onfol duo Is Jiladequato elholl aides,fritild0d 10 VIO COndl fry Cisint fz (berionjos in$(,type, cliubl may,WILle-m colliffer'O"I file I'mPlo Of fewk,n,mdringilied in file{.Altai IUSAL.Such coringed,infohlailo)any a4doill,1,0 tole, W Wool it,be onstrucirol anal fysnrtd Of sly cTrsV1Qs in 07isullnol a"emporsislian al Irma off Tooffull"'IrI wloct,nOry be toquasnall nslirnp or orrljy con wifich are Orion ny Cm haul(iontand Cininn,willf"k Acurporale,d I]thir,AgOlunmern.Ali$00I cliflaralart by l,.Oryubenlll oil the nraljjf,lfard miletent to Inc.,linivor uilf din intiorld of this AfivIf 11 smitex',oro Nuloncloo,If ins paills,;so soy rgih q,Qn,,oj of,er,illat visit fif -9 Im"i fror life J'I'lOnn't lbum Thil alviley, if In'�oipl. sarvices Or mininterseflon,hiOn Itel Joinis end Iminefens of This AgniTniervil affisfy to ;kjCh tto vine Katoo,I le The IIHOTIUSAI., dabbled l),rcarriffirtic rindificaboon to frartyru u tolinflunsulkar,all to Section Ito 'DispiAli' d.3 5.Fonudirld Sirrvirato;, (;Vossillani's !br.moseria Order thno Abivionvarn Include only these Serf,lcos flPecolso In the P OPOSAL. Ard thriler sefilices soblesquIn'try loqueskif by(litem and )If to Toy(bnriujhnff Ginnil expoesitly(cludeas ally Claim nil"Im"'tCuillsop fol"Iblyto any Ani rholvion(tiTion,dib nrrr uu1hlrrnred al haknuonmolf, ;id.A IT polwoey III IF (;,nano 02 if wall or Ph 0 1 Obeid vaeroi writ I fal in to IT a Cl it,f it emit Its s'I frq,i(l d (b,11 A"for 'Yal",so file(JiUnt or Client fOliVnelAinialive,vendr, In Opinion,Any&'bif I'vni Wor,Plane.affemifnatione and I'OJVO-'ollphorri Is flfe roorml (ar,blUllwOR flas III find of rosymnsil ki dillOhl0vol,b.l,oqjl,Velo'kid,Or riop w4viloy anvill afthe ctsm dIlr parfearili rob:iffiffireeNflil and Co'dirollifi Olemilvall and so)nod pirdfibd sarripfing, mllpluflum estj T,,,V,jn n,dol,yord try. COnsukaol will fidarrite acbvftica Only on Ins prcics,fifliol'on Trfh yrre wtirgi and whi Seem loone poiricro,lill Gore recognizes(hot oundlWont;of milofials,and cluns0unsin lcfvltlfs.at allot localiffins may oil y Viols fets,liteaeuroll or objernuid,stiff INA orondifirtins fit one lonfacon and tjjnfiv do firt nVicesiolffly Fidlf"its,111a, "x"Idill"'Is of Apparently idallpf"At(narea"'I(e) 11 oilpf Imull.min;air liters, I rif(:Tf flrvrarn if s(NIVICTIODU Oil I 01filinnoUs,LI III0,ld nun im inifirprelnaa to fIV,"o,thol coslsllflfll it ofrociving mollying fortirl't(,I nsqha,lrjyj ON oir air enaliI an We Propoct ConsonlylliI IS wispeoll only on "I efafe IllieffIrronispe, on 1 bilmOstudories Ord. jImall the Information dn.0,/W lea The"is some duroa Ib frafrnedhtic PrOkyalliflarml Off abld'so0gording urvidifionn in othili Ines 2.5.sidopling,arwinestepne, ifyVIOLlactiflons.01sileasunrplAllJ the 8110 as Todecigey 1derlllfgrop samp ipff instf or y'A 10(aftliff 8a1PII4qIy, norclm Told sort Toclelons will bur Lofooll 00 Told eldilviffis, and iril'orinalian himishild by ChimL.aid its, notyriterrilativer, I)WfsoT IV)life for"Iff! "U'J,flowfuneltor arnicusipmpe ("Ifireumm wall Irillo nmsonablv drocaulare to fu)t dribrage,0 file f1floll et'lo of W(r(k due lit Tire(Affirm"Ivor, of"n'Acti toW Client uAidervinick Ifirrit"'ovirlp dinlago,ones nos sssf nneoccul To this foro'al ra'mfs'� A Sro'frwv end"int 'os urflm�f,�Tariffroily shfirld in the PROPOSAL Allolorroof dieslo fill mcfabe elrI Bush 41 -1 2 7 lifforibliendunfCclarrabbror, *fit linflorin servirrif noloveir lho,Aqvearnmf no all Independent L'otrarnif 3 PAY MIEN I'S TO C ON Sit 1.TA NT 3.1 Cable Slamcas. CG.>nsulfani will Perform To servir"'s so 'a time arid ITIVIA1,1015 brobl, Lll&,,ff, alloinine, joft,uwnt Tornio are ,ilpecificafly otaboat 11, lih, PROPOSAL d.2 Addillifumn'SurvicOa.Any ScIrAI5 pirkhricaf undirl IlIgn seqOturnorf Imild....ti v fuljan(I i WA I in VA III i I,t Ibis T I IIII& Yoo mi;e if Poe,.fy lid ofiv door I it 0 is rAniVoled PROPOSAI_and mly oidillonaPto rc liar quo urrepr rllrafr if acurrig Taw, will be furr'sIfod oriallarearld Ill WK46 al Ille llIfo,uAA4*hud far The p(olocl unkissolhasswific risX,afirifffly VX Drees hir an Oalint)by il camen, Florairulty,aniff"loys I Cal I ov a f in 11 cyb l;pof'Vie,vrorr'air I I nip fly mime f Intent a f I I n ram re, otri it cl Ties,Wone,rh,0,ev I ap It I no is r ,gro I rNO,T,f i), I .I I n d 1 fol,cl ol tiff;Asa I k ca f,ellil hill ado The iris, 'Clic ri t eloorylizin,11 for sha ini us,I,I,sort ll I[it 0 cl olsk j le ii ri it I late fif ref our 1 or I,irlh,,,Grj,fill for loafficcl r iss X,And For r c, G ja. I ,A)too r1fLA1 C Oil f)18 fi oil :if Ser mlet tv TO 11 V the e Sir[If Nod cosf. The provision of in oolym I a of fees lVo a ref e,,IdmVi L,ant ut a g,o mines Thb]thus i ,n,e e oval ii norrio Gkid for in m a or sniff.C,pt I Tell I a lit a Service a 3hill ,I mr,[,,I Lie a if I(I n i a a nd i ini for mb,be s,Is v, m t qrl,iron ol TO Scionsar.ry u n ii do I otfulf rol,ti,ii'i, ,aldIf rfineforl[no pr,,,,,,of, I for Yid vd li bIbq I If,not a qualonle",9'rif I v llorocmG twill no cudjrth(orl for Il inioufll ,III le'r If Indlyonto S Off Crormillani.,if lot incur fir as,erid explinylis ch es'piallIft to Clip"fif III ex�u."of ing '61of its eadeold, holith ren mokint ainio,r Iofflil,log Client in wrihirl;nor the lue,to-viwded'Aff'Oul"I pan dooil, ow,Twill idol Thro Se,clor-,iffin cornh Via,nth(floee-Ind iffeb road,tat U voleab,difoce(I by C lem is d,f,O'll"i"e,ory further SeeIvics,,. Consultant Projeei Manager oharqe�r Oa a frove and beyond unit Tomb quoted. 34.Rates.Client will Pay Coil aullVant at the I no-O fler forth In file PROPOSAL and Fee SchaduIrl. ,14 r rNfli Pa Vemeots, A T!T}J)hour anni,nam,Tl to pi chalf;e, raw I'all, applies is all GDoMAT81 TL I.o,voss Sli irryond Ihr Irrifial Truninown billinU IRceinrivat will re,bilfarl,n Id1(Jrinnylins of Jbib l4i hour(5)1,,),Re l 8 hours and ib 11 cl Pments of uno nur IYteYX.rAdt lkr has'i di Yiel victo or Pool airbil loci-ofil 3AJ2 Offing lr3e,, rilf aheorcog qvdoped notwoer)file hour,of�_03aO,_and ffaij if.fo,will The fsljtsloud at its atandard rates poiscrit,ri Is Ilia I'leni"(DSAL and Inle fown,lo roltces Ifilifulou Oiltsodo of these hours will be(aV[,s A.I tire n)propriffol folo plo,,prenourn Of 12-o perm IL AdtinfolI (Xye1 2019 f Page 1 014 Tormo&Conditions 2019 dool PI elsw Initial EXHIBIT (Continued) services rendered on Saturdays or in e,meaas o18 hours on any weekday will be billed at time and a-half the hourly rate-Service randrar'ed on Holidays,Sundays, or in excess of S hours on a Saturday or In emboss of 12 hours on any weekday will be charged at double the hourly rate. La OP cancellation may be subject to reasonable charges if personnel cannot be appropriately reassigned. 3.4.3, Changes to Rates. Client and Consultant agree that the rates presented in the PROPOSAL and the Fee Schedule are applicable only through December 31 of the year published,unless stated otherwise in the PROPOSAL,and are subject to periodic review and amendment,as appropriate to reflect Consultant's then-current fee structure. Unless otherwise provided for in the PROPOSAL,where proji are on-going beyond Daccmber 31 of the year the services were initiated,the rates presented in the PROPOSAL and Fee Schedule are subject to an;annual cost of living adjustment based on the consumer price Index for the geographic area where our services are being provided,Notwithstanding the foregoing,where Prevailing Wage regulatons apply Consultant's labor rates are subject to revision based on determinations made by the governing agency. Where labor rates are increased during the course of the project Consultant's billing rates presented in the PROPOSAL and the Fee Schedule shall be increased proportionally with respect to any mandated labor and/or benefits rate increases unless otherwise stipulated in the PROPOSAL. In the event that the cast of fuel increases 10 percent or more over the course of the project a fuel surcharge may be imposed to recoup the added costs Incurred by Consultant. Consultant will give Client at least 30 days advance notice of any changes.Unless Client objects in writing to the proposed amended fee structure within 30 days of notification,the amended fee structure will be incorporated into this Agreement and will then supersede any prior fee structure.If Client limoly objects to the amended fee slni and Consultant and Client cannot agree upon a new fee structure within 3g days after notice,Consultant may terminate this Agreement and be compensated as set faith under Section 14,"Terminatkn.° 3.4.4.Prevailing Wages.Unless Client specifically informs Consultant in writing that prevailing wage regulations cover the Project and Client provides Consultant with the applicable Determination that includes Client's Services,and the Scope of Services identifies it as covered by such regulations,Client will reimburse, defend, indemnify and hold harmless Consultant f an'r and against any liability resulting from a subsequent delerminallon that prevailing wage regulations cawar the Postal including all costs,fines and attorneys'fees. 3.5 Expenses. Miscellaneous out-of-packet charges,such as parking,air fare,ca tequipment rental, mailing,shipping,subcontractor charges,are will be charged on a cost plus overhead basis.On remote jobs or at fabrication facilities,subsistence,when not furnished,will be an additional charge. 3.6.Payment Timing;Late Charge.Consultant will submit invoices to Client periodically,but no more frequently than every two(2)weeks.All invoices are duce and payable upon receii Up ou Consultant's approval of Client for 30-day payment terms Client shall pay undisputed potions of each progress invoice within thirty(W)days of the Onto of the intrniae, The'invoice amounts shall be presumed to be conect unless Client no'lltes Consultant in writing. If Chesil offeels to a6 Of arry portion of any invoice,Cillent Will so notify,Consultant In writing within fourteen(14)calendar days of the Invoice date,Identify the cause of disagreement,and promptly pay when due that portion of the invoice not in dispute.The parties will immediately make every effort to settle the disputed portion of the Invairto In the absence of wagon notification described above,the balance as staled on the Invoice will be paid,Payment(hereafter will first be applied to accrued late payment changes interest on unpaid undlspured charges and men to the unpaid principal amount.Consultant reserves the night to applypsyments to Cliem's outstanding invoices from oldest up,most recent regardless of protect or invoice designation on checks received.All amounts unpaid when due will Include a late payment charge from the date of the invoice,at the rate of 1-1/2%per month or the highest rate permitted by law on the unpaid balance from the invoice date until the invoice is paid. Consultant reserves the right to require payment in full on any and all invoices on Client's account regardless of project prior to releasing field notes,laboratory test data,photographs,analyses and/or reports. All undisputed amounts due to Consultant by Client shall be paid in full prior to Gonsplanfs release of final reports or other required terms of carlifed or verified reports, If the account becomes delinquent,the Client will reimburse Consultant for all time spent and expenses(including fees of any attorney, collection agency, and/or court costs)incurred in connection with collecting any delinquent amount Consultant shall not be bound by any provision or agreement conditioning Consultant's right to payment upon payment by a third party, In the event of a legal action for invoice amounts not paid,attorneys fees,court costs,and other related expenses shall be paid to the prevailing party, Client's failure to pay Consultant when due the failure to pay will constitute a substantial failure of Client to perform under this Agreement and Consultant will have the right to stop all current work and withhold letters,reports,or any verbal consultation until the invoice is paid in full. In the event that Client fails to pay Consultant within sixty(60)days after any invoice is rendered,Client agrees that Consultant will have the right to consider the failure to pay Consultant's invoice as a breach of this Agreement. If the Client requests back-up data or changes to the format of the standard invoice,an administrative fee of$100 per invoice may be charged plus$1 per page of back-up data. 4.STANDARD OF PERFORMANCE;DISCLAIMER OF WARRANTIES 4.1 Professional Standards.Subject to the limitations inherent in the agreed Scope of Services as to the degree of care,the amount of time and expenses to be incurred,and subject to any other limitations contained in this Agreement,Consultant will perform the Services consistent with that level of care and skill ordinarily exercised by other professionals providing similar services in the same locale and under similar circumstances at the lime the Services are performed. No other representation and no warranty or guarantee,express or implied.is included or intended by this Agreement or any report,opinion,document,or other instrument of service. 4.2.Level of Service.Consultant offers different levels of construction observation,inspection and materials tasting Services to suit the desires and needs of different clients. Although the possibility of error can never be eliminated, more detailed and extensive Services yield more information and reduce the probability of error,but at increased cast.Client must determine the level of Services adequate for its purposes.Client has reviewed the PROPOSAL and has determined that it does not need or want a greater level of Services than that specifically identified in the PROPOSAL. 4.3.No Warranty.Client recognizes the inherent risks connected with site development and construction activities,and understands when signing that those risks are not entirely eliminated through the services of Consultant.Consultant's tests and observations of the Work are not a guarantee of the quality of Work and do not relieve other parties from their responsibility to perform their Work in accordance with applicable plans,specifications and requirements.Therefore, in signing this Agreement the Client understands that Consultant neither makes nor intends a warranty or guarantee,express or implied,of any type nor does it create a fiduciary responsibility to Client by Consultant. 5.CONTRACTOR'S PERFORMANCE Consultant is not responsible for Contractor's means,methods,techniques or sequences during the performance of its Work Consultant will not supervise or direct Contractor's Work, or be liable for any failure of Contractor to complete its Work in accordance with the Projects plans, specifications and applicable codes,laws and regulations.Client understands and agrees that Contractor,not Consultant,has sole responsibility for the safety of persons and property at the Project Site.Consultant shall not be responsible forjob site safety or the evaluating and regarding of job conditions concerning health,safety or welfare. 6,CLIENT73 RESPONSIBILITIES In addition to payment for the Services performed under this Agreement,Client agrees to: 6.1.Access.Grant or obtain free access to the Project Site for all equipment and personnel necessary for Consultant to perform its Services under this Agreement. 6.2.Relevant Information.Supply Consultant with all information and documents relevant to Consultant's Services. Consultant is entitled to rely upon such information without verifying its accuracy.Client will notify Consultant of any known potential or possible health or safety hazard regarding the materials to be tested,including its intended use,chemical composition,relevant MSDS,manufacturers'specifications and literature,and any previous test results. 6.3.Project Info,mation.Client agrees to provide Consultant within 5 days after written request,a correct statement of the recorded legal title to the property on which the Project is located and the Client and/or Owner's interest therein,and the identity and address of any construction lender. 7.CHANGED CONDITIONS If Consultant discovers conditions or circumstances that it had nor contemplated at the commencement of this Agreement('Changed Conditions'),Consultant will notify Client in writing of the Changed Conditions.Client and Consultant agree that they will then renegotiate in good faith the terms and conditions of this Agreement,If Consultant and Client cannot agree upon amended terms and conditions with to 30 days after notice,Consultant may terminate this Agreement and be compensated as set forth in Section 14,"Terminalion,' B.ALLOCATION OF RISK 8.1. Limitation of Liability.The total cumulative liability of Consultant, its subconsultants and subcontractors, and all of their respective shareholders, directors, officers, employees and agents (collectively"Consultant Entilies"j, to Client and its successors and all parties included as additional insured on Consultant's insurance policies and all of their respective shareholders,directors,officers,employees and agents(collectively°Client En67ies")arising from or relating to Services under this Agreement,including attorneys fees due underthe Agreement,will not exceed the gross compensation received by Consultant COMT 2019.1 Page 2 of 4 Terms&Conditions 201 g.docx Please initial EXHIBIT A(Continued) r4nd6rthis Agreement or diva ifi!.2W.@ry QI(pl;y ,(�� ,I Q4 Whitlow ly greater',provided,however,that such liability is full her limped as described below,This limit is an aggregate emit wll,aspect to all$erulP=w as foxy P10180L whether provldad under Pills,prior or subsequent agreements,unless modeled in wnq'ung, agreed Is.and signed by authorized reprasentahvos of the parties. 'Free fintration applies to all lawsuits,ciphers or stores that allege errors or omissions,in Consultant's faerwiuos,whether alleged to arise In tort,contract,warranty,of other legal theory. Upon Clent's Woods request.CDrufullant and Chose may agree Co sldreaso the Imvialen to a greater arnGunt in Wetlands(Or a negotiated finuallss in two provided that they amend this Agreement in writing as provided in Section 16, Consull;anl Plant"and Chant Entities also,agree that the Chinni Enliflgs will list seek damages in excess of the Variations fndireopy through suits with other parties who mayline Consistent as a third-pally,d'efendant, 8.2. IndemulHcabon Clam wall indemnify, defend and hold harmless,Consultant, its subconsullants and subconlnaclors, and all of their responsive shareholders directors, officers employers and agents (collectively"Consultant Battles')'Ponm and against any sad oil claims, subs, fabllitrtaS damages, expenses(including without historian reasonable attorney's fees and coats of defense)or other tossed(coNUae(ivaly"LpastPs"}except to the extent Caused by Il sole negligence of Consultant.In addition,except to the extent caused by Consulam's nogltgance, Clear expressly agrems to defend, 6ndemntlly end hold homeless C,onsixt eril Entitlee,front and against any and all Louses arising from or mb ed 10 The axiedanca,disposal,rorease,ascharga,(reenacts or transportation ofH igzardouo Materials,or the exposure of any parson to Hazardous Materials,Or the dagradalbin of the envwonsi duo to Ilia prospect,hischarga,disposal, release of or exposure to Hazardous Material. fixi Consequenfiel Damages.Neither Client nor Consultant will be Ilabie to the other for any spacial,conductorial incidental or panel losses or damages of whatever nature insourful had not united to xx3te*s,damages or Ch mlats rotated to this unavailability of praparly or facilities,shraidowna or sVirvioe Interruptions, lose of use,less of ptelle logs of revenue,or loss of inventory,or for use charges,cost Or capital,Or OFaims of the other'party anal its Customers,which may arise directly or tam ect'ly av a ro ref of the Services provided by Consadonl under this Agreement, 8,4. Consulting Agreement The movlefona of thus Section 6, Wicr etfon of Risk'will survive the expiration or termination of this Agreement. If Company provides Services to Client that the pa dies do not confirm through execution of an amendment to this Agreement the provisions of this Section fi will apply to svoh Services as if the flat[as had executed an amendment. 8.5,No Personal Liability.Client and Consultant intend that Consultant's Services will not subject Consultant's individual employees,officers or directors to any personal liability_Therefore,and notwithstanding any other prev1ston of this Agreement Client agrees as to sole and exclusive remedy to direct or assert any claim,demand or suit only against the business entity identifiao as'Consull Van IM1e first pag 9.INSURANCE e of this Agronnrent. 9.1. Consultant's Insurance, Consultant cardas Statutory Workers' Compensalinn and Employer's Liability Insurance; Commercial General Liability Insurance for finally Injury and property damage;Alifteriabiia Liability Insurance,Inoludmg liability for all owned,hired and non-owner/vehicles;and professional Liability fnsurreca. Cefipiratas of his lance each to turnisheol upon wri ion request but may not be processed unles,4 accompanied by a sigmmd Agreement. C hrals agrees not to withhold payment to Consultant for Client's failure to make such A timely request chat such requests may not be honored it made after final cornptelon of oull'txwtxad Sendoes.AddilJorral Charges may'apply for Wei of Se6regalten and Additional Ensured Endorsements,Consultant assures Ilia its& of damage caus,sd by ConsulanFs pefor a hat to Consultant's suppiies and equipment. 92.Contractor's insurance.Gloom ashen require that all Contractors and subonnllraclars for the Project name 4Unsulfard as an addiflorlal insured under their General Liability and Automobile Liability insurance pollc9aa- If Client is not the Pm(eai nwnUr, Client will require the Protect owner to require the Owners Collector to purchase and maintain General Liability Bu}hair's Risk,Automobile Liability,IlU'brkars"OOmpnnsatiori,and Employer's Liability insurance will limits no less than as set forth above,and to name Consultant and its subcontractors and Soboonsu omb;as addiflonal Insureds on the General Liability insurance, Upon request Client will provide Consultant with certlficate(s)of insurance evidencing the existence of the feli6frs Incurred heroin, 10.OWNERSHIP AND USE OF DOCUMENTS 10.1. Use of Documents. Documents prepared by Consultant are solely for use by Client and will not be,provided by minor party to any other person or entity,other than the project Architect,Structural Engineer,General Contractor and Building Department,without Consultant's affair written consent; 10.1.i. Use by Client Client has the right to reuse the Documents lot purposes rea.eonably connected with the Project for which the Services are provided,including without limitation design and licensing requirements of the Project. 10.12 Use by Consultant.Consultant rn4elns the right of ownership with respect to any palm tedir concepts nor'copytgrwable rmadenals arising front its Services and the right to use Ilia Doloseonts for any purpose. 1d.Y Elaetr talc Media.Consultant may agree oil Client's request to provide D c,ramts and information in an electronic former as a baunesy.However,the paper original issued by Consultant will remain the final documentation of the SONICea, f0i Unauitraridad Reuse, 610 party Other than Client may rely, and Client was not represent to any onor part that It lady rely on Documents without Conmltlsa's repress prier wbfieay consent and special of additional compensatlon.Must will defend,meanness and hold harmless Consultant from and against any claim,behalf or proceeding brought by any party claiming to rely union mfbnvalion or opinions conmined in Documents provided tosuch parses or entity, pebiixted,disclosed or beteered to winner Consultanit's'.prior mitten consent. 11.SAMPLES Clenauharal win primary of all Shroat a battered during,1110 mroilmo9nn phase of the project immediately upon eomplatmvn of testing Upon feikrocl recoivod prior to the Indiation at testing,Consultant will delver samplee(o the Client or will eta them for an agreed delvaty or storage charge Al manpleat shall remain the properly of Oho Client and,in the absence of ovedonce of contamination.,Conmullaet shall b lsbrose of eatables for the Client. Clam shalt be abronattole for and promptly pay for the removal and lawful disposal of all con laminated samples and headdress rea chits and mi hazardous substances,Unless otherwise agreed in writing, 12.ASSIGNMENT AND SUBCONTRACTS Coding(his term of this Agreement'and following!it expiraton or formulation for any reason,sh lhor party may major!and Agreement in any right on claim under It,in where or In part,without the prior wdtlon aensent of but other pady,oxoapt to(an assignment of proceeds for financing parpases.Any assignment first faile to Comply with this paragraph will be void and of no after(.Consultant may subcontract for Ilia sm'vicou of opwer5 without mdalnmg client'a coni if Consultlant deoms it reoccupy of reelable lot others to perform certain Services. 13.SUSPENSION AND DELAYS 13.1'.herocnourrs,Client miay,at any time by 10 days writes notice despond performance of all Or any part of the Services by Consutant,Consultant may terminate this Agreement If Client corporate Caasultairt's Seimssis for mCmr Than 60 days and Cloth will Pay C'ansuslant as art forth under Section 14, resurrection, If Clem suspends Consultant's Services,or if Client or circle delay Conmilant's SanAwas,C.lost and Consultant agree to equalably adjust:(1) life time for romplotion of the Services;and(21,Castellani domponsutfor,In of^oordtenre with DOn5uaam s from current Fee Schedule for the additional labor, equipment antl other rhamas associated wipe maintaining its workforce fin Client's bane@ during the delay or suspension,or charges incurred by Consultant for demobilization and subsequent remobilizabon_ 13.2.Llabllity.Consultant is not liable to Client for any failure to perform or dolly in performance due to circumstances beyond ConsultanPs control,including but not limited to pollution. contamination, or release of hazardous substances„ strives,lockouts, riots, wars, fires, flood, explOsboo, "acts of{tied," adverse 'weather counters,acts of government,labor disputes,delays In transportation or Inability to obtain material and equipment In the open market, 14.TERMINATION 14.1. Termination for Convenience.Consultant and Client may lenninate this Agreement for convenience upon 30 days written notice delivered or mailed to the other party. 14,2 TormFnafion for Causa.in the event of materiel breach of(his Agreernert1,the npm.breaching party may terminate,this Agreement if the breaching party fads to cur the breach will lot,days fol oonng delivery of the non-breaching can's written notice of the broach to the breaching party-The felicitation notice must state 4ea basis for per lerrnmatlon The Agreement may not be terminated for cause'rfthe breaching party cures the breach within the f-dey period. 14J.Paymne it on Formulation.Following Irmtlhaport other than for Consultant's material breach of this Agreement,Client will pay Consultant ter Services sufficient prier to the tormination notice data armed for any+rend .;dry Servloas and expenses Incurred in connection with the bifteinnllon ofthe Project,including bin not totaled tlo lire Costs of nuraplehng am iysis,fecords and reports necessary to b ac whent job status at the time of termination and costs associated with tprminalion Of subgaMnantor oontrru,Ca in accardanco wits CondultariYs uluon current Fee Schedule COMT2019,f Page 3 of 4 ! Terms&Conditions 2019.docx r ii!.as!Ird'o,ul EXHIBIT A(Continued) 15.DISPUTES 15.1. Mediation.All disputes between Consultant and Client, except those involving Client's failure to pay undisputed invoices as provided herein and excluding Consultant's perfection of any mechanic's lien, are subject to mediation. Either party may demand mediation by serving a written notice stating the essential nature of the dispute,amount of time or money claimed,and requiring that the matter be mediated within 45 days of service of notice. The mediation shall be administered by the American Arbitration Association or by such other person or organization as the partios may agree upon,in accordance with the rules of the American Arbitration Association. 15.2.Precondition to Other Action. No action or suit,except those involving Client's failure to pay undisputed invoices as provided herein and excluding Consultant's perfection of any mechanic's lien,may be commenced unless the mediation did not occur within 45 days after service of notice; or the mediallon occurred but did not resolve the c lspute;or a statute of limitation would elapse if suit was not filed prior to 45 days after service of notice, If the matter is referred to arbitration,the arbitration shall be conducted in Pierce County,Washington. The arbitrator shall be appointed within 60 days of the arbitrators'receipt of s written request to arbitrate the dispute. The arbitrator shall be authorized to provide all recognizable remedies available in law or equity for any cause of action that Is the basis of the arbitration(to the extent such remedy Is not otherwise precluded under this Agreement),provided that(i)the arbitrator shall not have the authority to award punitive damages,and(ii)each party shall bear its own costs and attorney's fees related to the arbitration. 15.3.Choice of Law,Venue.This Agreement will be construed in accordance with and governed by the laws of the state of Washington. Except for actions, such as for enforcement of mechanic's liens,which are required by statute to be brought in a specific venue,or unless the parties agree otherwise,any mediation or other legal proceeding will occur in Pierce County,Washington. Client waives the right to have the suit brought,or tried in,or removed to,any other county or judicial jurisdiction.The prevailing party will be entitled to recovery of all reasonable costs incurred,including court costs, reasonable attorney's fees,and other claim related direct expenses, 15.4.Statutes of Llmltations.Any applicable statute of limitations will be deemed to commence running on the earlier of the date of substantial completion of Consultant's Services under this Agreement or the date on which claimant knew,or should have known,of facts giving rise to its claims. 16.MISCELLANEOUS 16.1.integration and Severabdiry.This Agreement reflects the entire agreement of the parties with respect to its terms and conditions,and supersedes all prior agreements,whether written or oral.If any portion of this Agreement is void or voidable,such portion will be deemed slacken and the Agreement reformed to as closely approximate the stricken portions as the law allows.If any of the provisions contained in this Agreement are held illegal,invalid,or unenforceable, the enrorceabllity of the remaining provisions will not be impaired. 16.2.Modificat/on of This Agreement This Agreement may not be modified or altered,except by a written agreement signed by enhanced representatives of both parties and referring specifically to this Agreement. 16.3. Notices. Any and all notices, requests, instructions, or other communications given by either party to the other must be in writing and either hand delivered to the recipient or delivered by first-class mail with return receipt(postage prepaid)or express mail(billed to sender)at the addresses given in this Agreement. 16.4,Headings.The headings used in this Agreement are for movemence only and are not a part of this Agreement. 16.5.Waiver.The waiver of any term,conditions or breach of this Agreement will not operate as a subsequent waiver of the same term,condiliom or breach. One or more waivers of any term,condition or covenant by either party shall not be construed as a waiver of any other term,condition or covenant. 16.6. Survival. These terms and conditions survive the completion of the Services and/or the termination of this Agreement, whether for cause or for convenience. 16.7.Warranty 01Authorit'y To Sign,Personai Overacted The person signing this contract warrants that he/she has authority to sign on the behaM of the Client for whose bernelft Consultant's services are recall.If such person does not have such authority,helshe agrees that he/she is personally liabtls for obligations under this Agreement and all breaches of this contract and that in any action against him/her for breach ofsuch warranty,reasonable attorney's fees shall be included in anyjudgment rendered, Further,if Client fails to perform and is in breach of this Agreement the person signing this Agreement agrees that he/she is personally liable for obligations under this Agreement and all breaches of this contract and that in any action against mineral for breach of such warranty,reasonable attomey'a fees shall be included in any judgment rendered 16.8.Precedence,These Terms and Conditions take precedence over any inconsistent or contradictory provisions contained in any other agreement term, proposal,purchase order,requisition,notice to proceed,or other document regarding Consultant's Services. 16.9.Incorporation of Provisions Required By Law.Each provision and clause required by law to be inserted in this Agreement is included herein,and the Agreement should be read and enforced as though each were set forth in its entirety herein. 17.ENTIRE AGREEMENT This Agreement between the parties consists of these Terms,the PROPOSAL by the Consultant,and any exhibits or attachments noted in the PROPOSAL. Together,these elements will constitute the entire Agreement superseding any and all prior negotiations,correspondence,or agreements either written oreral. The Parties have read the foregoing,understand completely the terms,and willingly enter into this Agreement, This Agreement was developed to be fair and reasonable to both parties. The terms of this Agreement will prevail over any different or additional terms in Client's purchase order er other forms provided by Client to Consultant as part of the authorization process unless agreed in writing by Consultant. The parties acknowledge that there has been an opportunity to negotiate the terms and conditions cities Agreement and agree to be bound accordingly. Consultants acceptance of this Agreement is pending credit review and a retainer fee may be required, Client: CITYOF KENT CMISIALMA: KRAZAN&A6soct\kfES,INC, Signature.... ......... Date _.... Signature „ Date........... l4'ull ntrn l V Ill r ir„ Nome(Please Print) Niqu-A'! 1, P nrt'y Operations Mari Title Title COMT 2019 1 Page 4 of 4 f Terms&Conditions 2019.docx Please mill EXHIBIT B INSURANCE REQUIREMENTS FOR CONSULTANT SERVICES AGREEMENTS TS Insurance The Contractor shall procure and maintain for the duration of the Agreement, insurance against claims for injuries to persons or damage to property which may arise from or in connection with the performance of the work hereunder by the Contractor, their agents, representatives, employees or subcontractors. A. Minimum Scope of Insurance Contractor shall obtain insurance of the types described below: 1. AutgnlgWj.eA ab_I ty insurance covering all owned, non- owned, hired and leased vehicles. Coverage shall be written on Insurance Services Office (ISO) form CA 00 01 or a substitute form providing equivalent liability coverage. If necessary, the policy shall be endorsed to provide contractual liability coverage. 2. Comm rclai Gq„agjcal lJobility insurance shall be written on ISO occurrence form CG 00 01 and shall cover liability arising from premises, operations, independent contractors, products-completed operations, personal injury and advertising injury, and liability assumed under an insured contract. The Commercial General Liability insurance shall be endorsed to provide the Aggregate Per Project Endorsement ISO form CG 25 03 11 85 or a substitute endorsement providing equivalent coverage. The City shall be named as an insured under the Contractor's Commercial General Liability insurance policy with respect to the work performed for the City using ISO additional insured endorsement CG 20 10 11 85 or a substitute endorsement providing equivalent coverage. 3. Vpfkr "... Mlyen,:sefi94nw_coverage as required by the Industrial Insurance laws of the State of Washington. 4. Profes$l4nal Liability insurance appropriate to the Consultant's profession. B. Minimum Amounts of insurance Contractor shall maintain the following insurance limits: EXHIBIT B (Continued) 1. A_r..t_QM l2le Liability insurance with a minimum combined single limit for bodily injury and property damage of $1,000,000 per accident. 2, Commercial Qonral Littl;I.ty insurance shalt be written with limits no less than $1,000,000 each occurrence, $2,000,000 general aggregate and a $1,000,000 products-completed operations aggregate limit. 3. ProfessignAJ..L.[@hlity insurance shall be written with limits no less than $1,000,000 per claim and $1,000,000 policy aggregate limit. C. Other Insurance Provisions The insurance policies are to contain, or be endorsed to contain, the following provisions for Automobile Liability and Commercial General Liability insurance: 1. The Contractor's insurance coverage shall be primary insurance as respect the City. Any Insurance, self-insurance, or insurance pool coverage maintained by the City shall be excess of the Contractor's insurance and shall not contribute with it. 2. The Contractor's insurance shall be endorsed to state that coverage shall not be cancelled by either party, except after thirty (30) days prior written notice by certified mail, return receipt requested, has been given to the City. 3. The City of Kent shall be named as an additional insured on all policies (except Professional Liability) as respects work performed by or on behalf of the contractor and a copy of the endorsement naming the City as additional insured shall be attached to the �ertiflca_teugf Insurance. The City reserves the right to receive a certified copy of all required insurance policies. The Contractor's Commercial General Liability insurance shall also contain a clause stating that coverage shall apply separately to each insured against whom claim is made or suit is brought, except with respects to the limits of the insurer's liability. D. Acceptability of Insurers Insurance is to be placed with insurers with a current A.M. Best rating of not less than ANII. E. Verification of Coverage Contractor shall furnish the City with original certificates and a copy of the amendatory endorsements, including but not necessarily limited to the EXHIBIT B (Continued ) additional insured endorsement, evidencing the insurance requirements of the Contractor before commencement of the work. F. Subcontractors Contractor shall include all subcontractors as insureds under its policies or shall furnish separate certificates and endorsements for each subcontractor. All coverages for subcontractors shall be subject to all of the same insurance requirements as stated herein for the Contractor. � � DATE)MMIOOIYVYYI AC-7 Ril CERTIFICATE OF LIABILITY INSURANCE z(mMIDD s THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER,AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must have ADDITIONAL INSURED provisions or be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). PRODUCER CONLANAME CT Shelalne Gonsalves (WC) Heffernan Insurance Brokers PHONE HAK 1350 Carlback Avenue 0C,112.E-MAILEVf„925 934 0500 tAlO,Na)_925 934 8278 Walnut Creek CA 94596 ADDRESS ShelaineG@heMns.com IN SURERIS)AFFORDING COVERAGE { NATO INSURERA The Travelers Indemnity Company of Connecticut ` 25682 INSURED KRAZ&AS-01 INSURER B Travelers Prooertv Casualty Company of America 4 25674 Krazan &Associates Inc 215 West Dakota Avenue INSURER Clovis CA 93612 INSURER D, INSURER E: __------------------------- ......... INSURF_F F. COVERAGES CERTIFICATE NUMBER:23161,162 REVISION NUMBER: THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED, NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. INSRi "AooL($UdR POLICY EFF .. POLICY ENE LTR TYPE OF INSURANCE BSI POLICY NVMBER fMMID9I20! IMM/DDIYYYY LIMITS B X ! COMMERCIAL GENERAL LIABILITY ! V i 660CF55445ATIL18 10/1/2018 j 10/1/2019 EACH OCCURRENCE S 1,000.000 DAMAGE10 RENTER ..-.. CLAIMS MADE X OCCUR Pr FMIGFG IFS nr o� $100000 X '.. Stop Gao MED ESP(Any ono oersenl S 5.000 X Deductible$0 PERSONAL&ADV INJURY S 1 000,000 GEN'L AGGREGATE LI MI r APPLIES PER GENERAL AGGREGA rE $2,000,000 POLICY ,X IRI LOC j PRODUCTS COMPIOP AGO $2000000 CUTS A AUTOMOBILE LIABILITY Y 810OF55445ATIL18 101V2018 1D/112019 COMBINFDSI NGLI LIMIT $1000000 X ANY AUTO 1 BODILY INJURY(P rpersun) $ OWNED SCHEDULED AUTOSONLY AUTOS t BODILY INJURY IPer ecc dentl $ X V HIRED X NON OWNER PKUPERrY OAMAAE $ l AUTOS ONLY AUTOS ONLY (Praced.rt) �$ UMBRELLA LIAB j OCCUR - EACH OCCURRENCE $ EXCESS LIAO j.CLAIMS MADE] AGGREGATES $ DEN I HEITNTIONS $ AND KERS EMPLOYERS LIATIONBILITY PEfi D'fH AND EMPLOYERS'LIABILITV YIN '. I 1 c'rsn liF 1 [n ANVPROPRIETORIPARTNERIEXECUTIVE ❑;NIA EL EACH ACCIDENT $ OFFICERIMEMBER EXCLUDED' (Mandator,in NH EL DISEASE-EA EMPLOYEE $ f yes describe under I DESCRIPTION OF OPERATIONS below / EL DISEASE-POLICY LIMIT I $ DESCRIPTION OF OPERATIONS I LOCATIONS I VEHICLES (ACORD do,Additional Remarks Schedule,maybe attached It more space is required) Re.Various Projects at Various Location in Kent,WA.The City of Kent is included as an additional insured(primary and non-contributory)includes products& completed operations on General Liability policy and additional insured(primary and non-contributory)on Automobile Liability policy per the attached endorsements,if required. Per project aggregate is included on General Liability policy per the attached endorsement, if required.Cancellation notice endorsements for General Liability and Automobile Liability policies are attached, if required. CERTIFICATE HOLDER CANCELLATION SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN City of Kent ACCORDANCE WITH THE POLICY PROVISIONS. Aftn: Bryan Higgins 220 Fourth Avenue South AUTHORIZED REPRESENTATIVE Kent, WA 98032 fff ©1988-2015 ACORD CORPORATION. All rights reserved. ACORD 25(2016/03) The ACORD name and logo are registered marks of ACORD COMMERCIAL GENERAL LIABILITY POLICY NUMBER: 660OF55445ATIL18 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. EXCLUSION - ALL PROJECTS SUBJECT TO A WRAP-UP INSURANCE PROGRAM WITH LIMITED EXCEPTIONS FOR CERTAIN ONGOING OPERATIONS This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART SELF-INSURED EXCESS COMMERCIAL GENERAL LIABILITY COVERAGE PART 1. The following exclusion is added to Paragraph 2., "property damage" occurs after the expiration Exclusions of Section I — Coverage A— Bodily of all such coverage. Injury And Property Damage Liability: The exceptions in this exclusion do not apply to This insurance does not apply to"bodily injury" or "bodily injury" or "property damage" included in "property damage" arising out of any project that the "products-completed operations hazard" even is or was subject to a "wrap-up insurance pro- if you are required to provide such coverage for gram". an additional insured by a written contract or This exclusion does not apply to "bodily injury" or agreement. "property damage" arising out of your ongoing 2. The following is added to Section V — Defini- operations that: tions: a. Are being performed at any location awned "Wrap-up insurance program" means any agree- by, or rented to, you that is outside the pro- ment or arrangement, including any contractor- ject site for that project and is not covered by controlled, owner-controlled or similar insurance the "wrap-up insurance program" for that pro- program, under which some or all of the contrac- ject; or tors working on a specific project, or specific pro- b. Are punch list or warranty work, if coverage jects, are required to participate in a program to was available to the insured under the "wrap- obtain insurance that: up insurance program" for "bodily injury" or a. Includes the same or similar insurance as "property damage" arising out of your ongo- that provided by this Coverage Part; and ing operations and the "bodily injury" or b. Is issued specifically for injury or damage arising out of such project or projects CG D3 91 03 07 ©2007 The Travelers Companies.Inc. Page 1 of 1 POLICY NUMBER. 660OF55445ATIL18 COMMERCIAL GENERAL LIABILITY THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. BLANKET ADDITIONAL INSURED - WRITTEN CONTRACTS (ARCHITECTS, ENGINEERS AND SURVEYORS) This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART 1. The following is added to SECTION II — WHO IS plies only to such "bodily injury" or "property AN INSURED: damage" that occurs before the end of the pe- Any person or organization that you agree in a riod of time for which the "written contract re- written contract requiring insurance" to include as quiring insurance" requires you to provide an additional insured on this Coverage Part, but: such coverage or the end of the policy period, whichever is earlier. a. Only with respect to liability for"bodily Injury", "property damage"or"personal injury", and 2. The following is added to Paragraph 4.a. of SEC- TION IV— COMMERCIAL GENERAL LIABILITY b. If, and only to the extent that, the injury or CONDITIONS: damage is caused by acts or omissions of you or your subcontractor in the performance The insurance provided to the additional insured of "your work" to which the "written contract is excess over any valid and collectible "other in- requiring insurance" applies. The person or surance", whether primary, excess, contingent or organization does not qualify as an additional on any other basis, that is available to the addi- insured with respect to the independent acts tional insured for a loss we cover. However, if you or omissions of such person or organization. specifically agree in the "written contract requiring insurance" that this insurance provided to the ad- The insurance provided to such additional insured ditional insured under this Coverage Part must is limited as follows: apply on a primary basis or a primary and non- e. In the event that the Limits of Insurance of contributory basis, this insurance is primary to this Coverage Part shown in the Declarations "other insurance" available to the additional in- exceed the limits of liability required by the sured which covers that person or organization as "written contract requiring insurance", the in- a named insured for such loss, and we will not surance provided to the additional insured share with that "other insurance". But this insur- shall be limited to the limits of liability required ante provided to the additional insured still is ex- by that "written contract requiring insurance". cess over any valid and collectible "other insur- This endorsement shall not increase the limits ante", whether primary, excess, contingent or on of insurance described in Section III — Limits any other basis, that is available to the additional Of Insurance. insured when that person or organization is an d. This insurance does not apply to the render- additional insured under any"other insurance". ing of or failure to render any "professional 3. The following is added to SECTION IV — COM- services" or construction management errors MERCIAL GENERAL LIABILITY CONDITIONS: or omissions, Duties Of An Additional Insured e. This insurance does not apply to "bodily in- As a condition of coverage provided to the addi- jury" or "property damage" caused by "your tional insured: work" and included in the "products- completed operations hazard" unless the a. The additional insured must give us written "written contract requiring insurance" specifi- notice as soon as practicable of an "occur- cally requires you 10 provide such coverage rence" or an offense which may result in a for that additional insured, and then the insur- claim. To the extent possible, such notice ante provided to the additional insured ap- should include: CG D4 14 04 08 0 2009 The Travelers Companies, Inc, Page 1 of 2 COMMERCIAL GENERAL LIABILITY i. How, when and where the 'occurrence" any provider of other insurance which would or offense took place, cover the additional insured for a loss we it. The names and addresses of any injured cover. However, this condition does not affect persons and witnesses; and whether this insurance provided to the addi- iii. The nature and location of any injury or tional insured is primary to that other insur- damage arising out of the occurrence" or ance available to the additional insured which offense. covers that person or organization as a named insured. b. If a claim is made or "suit" is brought against the additional insured, the additional insured 4. The following is added to the DEFINITIONS Sec- must: tion: I. Immediately record the specifics of the "Written contract requiring insurance" means that claim or"suit"and the date received; and part of any written contract or agreement under or- I. Notify us as soon as practicable. which you are required to include a person or or- ganization as an additional insured on this Cover- The additional insured must see to it that we age Part, provided that the "bodily injury" and receive written notice of the claim or "suit" as "property damage" occurs and the "personal in- soon as practicable. jury" is caused by an offense committed: c. The additional insured must immediately send a. After the signing and execution of the contract us copies of all legal papers received in con- or agreement by you; nection with the claim or"suit", cooperate with b. While that part of the contract or agreement is us in the investigation or settlement of the in effect; and claim or defense against the "suit", and oth- erwise comply with all policy conditions. c. Before the end of the policy period. d. The additional insured must tender the de- fense and indemnity of any claim or "suit' to Page 2 of 2 ©2008 The Travelers Companies, Inn CG D4 14 04 08 COMMERCIAL AUTO POLICY NUMBER: 810OF55445ATIL18 ISSUE DATE: - - THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. ADDITIONAL INSURED - PRIMARY AND NON-CONTRIBUTORY WITH OTHER INSURANCE This endorsement modifies insurance provided by thefollowing: BUSINESS AUTO COVERAGE FORM With respect to coverage provided by this endorsement, the provisions of the Coverage Form apply unless modi- fied by this endorsement. SCHEDULED PERSONS OR ORGANIZATIONS The City of Kent PROVISIONS A. The following is added to Paragraph c. in A_ 1., B. The following is added to Paragraph 5., Other Who Is An Insured, of SECTION II-LIABILITY Insurance, in B. General Conditions of SEC- COVERAGE: TION IV—BUSINESS AUTO CONDITIONS: Any person or organization shown above who is Regardless of the provisions of paragraph a. and required under a written contract or agreement paragraph d. of this part 5. Other Insurance, if between you and that person or organization, that the scheduled person or organization shown is signed and executed by you before the "bodily above has other insurance under which it is the injury" or "property damage' occurs and that is in first named insured and that insurance also ap- effect during the policy period, to be named as an plies, then this insurance is primary to and non- additional insured is an "insured" for Liability Cov- contributory with that other insurance when the erage, but only for damages to which this insur- written contract or agreement between you and ance applies and only to the extent that person or that scheduled person or organization, that is organization qualifies as an "insured" under the signed and executed by you before the "bodily in- Who Is An Insured provision contained in Section jury" or "property damage" occurs and that is in It. effect during the policy period, requires this insur- ance to be primary and non-contributory. CA T4 42 04 09 ©2008 The Travelers Companies, Inc. Page 1 of 1 P"C:YIILIQ:Y NU IMBllI 01: 4,ot0011P13544�SAPOU,TI.tt C(UClMt 14 ;i 4 O* 1I All 1 Akill,,1I Y x:aUl I:)Alli, IIIIIS ENIICPOttSEII'Mt=N'V t'HAINGIIE:S T°LBIUm, POLICY P4..IIE',:ASIE R AID R CARIF FUtu,..U.Y ra r un rm. r r rV Wma % fo l:m 'q (AP AM! Id iAl 1l r�llls rl HnUL 11 11 0 ';(WK ,gym r w'ARF *irCINII IItVNII P::f II.DesI glnated Project taat."0gln,ded IPllojc>ct(msjr tym.uoma;W AEpayiramg'yWmmt'mN): Re: Various Projects at Various Location in Kent, WA. A. f err nh „urnih whin Clrs, in.ra Od arac.r„OWS lr yaall'v 3, to iy rsAuum •I :, rnsf it •rlor COVll RAGE A. HNUrii I h prey m rr lnNks "ursrU u'yr 10 a=Jl- kn dhfi°nd , ru' a "d . lI OVEFRAGI[lI'. C I`'or i(,l"lcus, ul lddea a;r4.NV6i RAtr"JF AL Q,"st'a'E111IOUMN I", Gm d h o 9r+ mnl i.xIKfi "U! ,rl oe du,l H II lie Ey r r,p. WfI anfi imiUtc in;o nra ,"e..,..„ a,erayjjrrd by rr¢,r idannfs m.fln- nu0 i °u�,, ,a� rlr�, "i, yhryi nr ate Lr-lr lo7 Qr COVllri:IRA'AN;tll C tall=lQ:Et"IIN;AII"'N In uNlvIch ran be f"glviv-10 Priku.d�,�i n111hq trr rrlie^rrs;'imry rat m ;;yWOU (5U3fiq) if [ n-rfesn frirt,e.i,t," s+luerrdm kl"l tl'tia, ".,e,Irr.r:PoN[a levi av: hnnvrr ii YIin n a Sh all th fr ,_.. 1 C er^.Ima m6e I)( .mgjffai(gl Piolml Ga°uYe l Aq- (im' r. tangy Ohio- P::g�^ ifs vl�sd y''gn,"I a:p < <y nVr; V...Irvut a�lalil�itt�,y teu eadl dc dqnahH d Imrna_ 6 dip of , hmlld r) -mry 0I ief t e�n�1 ftRivall lulut IS nargn tl [ci PhGr.� [ma^ca�nr�V1)U� rci�P 0iCt eaUPVNroI°el dmtpyyrngde Luula ^Iievvri In fhc I : �mms Jroa,lnnn flh ftr11 imu: u l :p"l aged Pus u:,ull l m ncv, II.N�mnu"agyil a i:�r F"To nliseus II'��o nt�aed i.lam, m'wacnr.r. 4alrtla'n.a�a ,rlyarapts� aNswPu, PilroQ2.0 A,T;iray.,Pate(m°) um. . Hh(� �rd h:1 Yma and I114c lle"Ill IL:1q s roes l" a a.. 'lr lu Ire UN d two ' lrl;rly Ic i(O'M tr is "rf uv 1 1 q mhj�.'lI if) 2. "Ph^s Illrrm;iyrrated 0njir+c. +;r,irarxni Af-pginalsfu " '" G! n a t{ m I v,l l vvll ['I V i. UU6N�mt�G"oarnc;¢ vlrea illpuyforUhonmrrtfldull , air,Dian, ��r„I^ i- I, vvill t Dfo 0 lmo1 p,,°s mn la)I'" COVERAGE A mt,jat " I'I�lir�a( fry f i_ rw fo g• IItR f d"ikmiqus from¢ rusrt r,..:t "butdlt llnUulV jai prrmDm.. im0. r" y dairmmya"" liclueded in tIhu l ccRid,mt P1, l fl �i n - vtur,r Yi �ha ( r,:d 9lly ernrylk"tied ulrnnlz@«rrro liriv rnl "mii Orr inrdl- ff,f i ,twV N:r, ", ';i'i ,rtr ,, ra loft "o' el t ii r° pu rem.^, jndrvr COVERAGE n.:m ford v .i , .em�lu iy VI RAG[ A. il',SUmmo„.W HIM It of delft nrrlllibel cad': dk,, 111 lm d "i a ra,:' °,y �J �y t rr.. o 4 f➢V 171'�A&GII Ci (SPJI:II'lld:;NII III " I - c't ni rrt Mn> ,iud "my of!! Drl left )l �r" V tir000d=tA,. C lad n °uV , 'ar,u";fIfl fir P"G 02 11 at 04 amy iglIf 1 11. 11�ror.I, l ullll,(-f,r— Il " Cr l� par r'00�4 9 of COMMERCIAL GENERAL LIABILITY 1. Any payments made under COVERAGE A. vided, any payments for damages because of for damages or under COVERAGE C. for "bodily Injury" or "property damage" included In medical expenses shall reduce the amount the "products-completed operations hazard" will available under the General Aggregate Limit reduce the Products-Completed Operations Ag- or the Products-Completed Operations Ag- gregate Limit, and not reduce the General Aggre- gregate Limit, whichever Is applicable; and gate Limit nor the Designated Project General 2. Such payments shall not reduce any Desig- Aggregate Limit. nated Project General Aggregate Limit. E. For the purposes of this endorsement the Defini- C. Part 2.of SECTION III—LIMITS OF INSURANCE tions Section is amended by the addition of the is deleted and replaced by the following: following definition: 2. The General Aggregate Limit is the most we "Project" means an area away from premises will pay for the sum of: owned by or rented to you at which you are per- forming operations pursuant to a contract or agreement. For the purposes of determining the III Damages from 'occurrences" under applicable aggregate limit of insurance, each COVERAGE A (SECTION 1) and for all "project" that includes premises involving the medical expenses caused by accidents same or connecting lots, or premises whose con- under COVERAGE C (SECTION 1) which nection is interrupted only by a street, roadway, cannot be attributed only to operations at waterway or right-of-way of a railroad shall be a single designated"project"shown In the considered a single"project". SCHEDULE above. F. The provisions of SECTION III — LIMITS OF D. When coverage for liability arising out of the INSURANCE not otherwise modified by this en- "products-completed operations hazard" is pro- dorsement shall continue to apply as stipulated. Page 2 of 2 Copyright, The Travelers Indemnity Company, 2004 CG 1 11 01 04 POLICY NUMBER. 660OF55445ATIL18 COMMON POLICY CONDITIONS - DELUXE All Coverage Parts included In this policy are subject to the following conditions. A. CANCELLATION C. EXAMINATION OF YOUR BOOKS AND RE- 1. The first Named Insured shown in the Decla- CORDS rations may cancel this policy by mailing or We may examine and audit your books and re- delivering to us advance written notice of cords as they relate to this policy at any time dur- cancellation. ing the policy period and up to three years after- 2. We may cancel this policy by mailing or deliv- ward. ering to the first Named Insured written notice D. INSPECTIONS AND SURVEYS of cancellation at least: 1. We have the fight but not obligated to: a. 10 days before the effective date of can- a. Make inspections and surveys at any cellation if we cancel for nonpayment of time; premium; or b. Give you reports on the conditions we le. 60 days before the effective date of can- find; and cellation if we cancel for any other rea- c. Recommend than es. son. g 3. We will mail or deliver our notice to the first 2. We are not obligated to make any inspec- Named Insured's last mailing address known tions, surveys, reports or recommendations to us. and any such actions we do undertake re- 4. Notice of cancellation will state the effective lated only to insurability and the premiums to date of cancellation. If the policy is cancelled, be charged. Wet not make safety rm the date will become the end of the policy pe- lions. an do not undertake to perform the rlod. If a Coverage Part is cancelled, that date duty of any person et organization to provide will become the end of the policy for the health or safely of workers it the pub- p y period as tic. And we do not warrant that conditions: respects that Coverage Part only. a. Are safe or healthful; or Cancellation will not affect coverage on any shipment in transit on the date of the cancel- b. Comply with laws, regulations, codes or lation, Coverage will continue in full force until standards. such property is delivered and accepted. 3. Paragraphs 1. and 2. of this condition apply S. If this policy or any Coverage Part is can- not only to us, but also to any rating, advisory, celled, we will send the first Named Insured rate service or similar organization which any premium refund due. If we cancel, the re- makes Insurance inspections, surveys, re- fund will be pro rata. If the first Named In- ports or recommendations. sured cancels, the refund may be less than 4. Paragraph 2. of this condition does not apply pro rala. The cancellation will be effective to any inspections, surveys, reports or rec- even if we have not made or offered a refund. ommendations we may make relative to certi- 6. If notice is mailed, proof of mailing will be suf- fleatlon, under slate or municipal statutes, of- ficient proof of notice. dinances or regulations, of boilers, pressure B. CHANGES vessels or elevators. This policy contains all the agreements between E. PREMIUMS you and us concerning the insurance afforded. 1. The first Named Insured shown in the Decla- The first Named Insured shown in the Declara- rations: tions is authorized to make changes in the terms a. Is responsible for the payment of all pre- of this policy with our consent. This policy's terms miums; and can be amended or waived only by endorsement b. Will be the payee for any return premiums issued by us and made a part of this policy, we pay. 2. We compute all premiums for this policy in accordance with our rules, rates, rating plans, IL T3 18 06 11 Includes copyrighted material of Insurance Services Office,Inc.wilh Ile permisslon. Page 1 of 2 premiums and minimum premiums. The pre- 1. The Commercial Property Coverage Part; mium shown in the Declarations was com- 2. The Commercial Inland Marine Coverage puted based on rates and rules in effect at the Part; time the policy was issued. On each renewal continuation or anniversary of the effective 3. Commercial Property forms including, but not date of this policy, we will compute the pre- limited to,the following: miurn In accordance with our rates and rules a. Building and Personal Property Coverage then in effect. Form; F. TRANSFER OF YOUR RIGHTS AND DUTIES b, Business Income Coverage Form; UNDER THIS POLICY c. Commercial Property Conditions; Your rights and duties under this policy may not d. Causes of Loss—Special Form; be transferred without our written consent except in the case of death of an Individual named in- e. Causes of Loss—Earthquake Form. sured. 4. Commercial Inland Marine Forms Including If you die, your rights and duties will be trans- but not limited to the Transportation Coverage ferred to your legal representative but only while —Special Form acting within the scope of duties as your legal Endorsements referencing the Commercial representative. Until your legal representative is Property Coverage Part, Commercial Inland appointed, anyone having proper temporary cus- Marine Coverage Part, Commercial Property tody of your property will have your rights and du- Forms, or Commercial Inland Marine Forms ties but only with respect to that property, apply to the Deluxe Property Coverage Forms G. WHEN WE DO NOT RENEW in the same manner as they apply to the If we decide not to renew this policy we will mail Forms they reference, or deliver to the first Named Insured shown in the I. INSURANCE UNDER TWO OR MORE COVER- Declarations written notice of the nonrenewal not AGE PARTS less than 60 days before the expiration date. If two or more of this policy's Coverage Parts ap- H. DELUXE PROPERTY COVERAGE PART- ply to the same loss or damage, we will not pay REFERENCE TO FORMS AND ENDORSE- more than the actual amount of the loss or dam- MENTS age, In some instances, the Deluxe Property Declara- tions may list endorsements Included in the De- luxe Property Coverage Part that reference: This policy consists of the Common Policy Declarations and the Coverage Parts and endorsements listed In that declarations form. In return for payment of the premium, we agree with the Named Insured to provide the Insurance afforded by a Coverage Part farming part of this policy. That insurance will be provided by the company indicated as insuring company in the Common Policy Declarations by the abbreviation of its name opposite that Coverage Part. One of the companies listed below (each a stock company) has executed this policy, and this policy Is counter- signed by the officers listed below: The Travelers Indemnity Company (IND) The Phoenix Insurance Company (PHX) The Charter Oak Fire Insurance Company(COF) Travelers Properly Casualty Company of America (TIL) The Travelers Indemnity Company of Connecticut (TCT) The Travelers Indemnity Company of America (TIA) Travelers Casually Insurance Company of America (ACJ) �. 0v Secrotary President Page 2 of 2 Includes copyrighted material of Insurance Services office,Inc.with Its permission. IL T3 18 05 11 POLICY NUMBER. 810OF55445ATIL18 COMMON POLICY CONDITIONS - DELUXE All Coverage Parts included In this policy are subject to the following conditions. A. CANCELLATION C. EXAMINATION OF YOUR BOOKS AND RE- 1. The first Named Insured shown in the Decla- CORDS rations may cancel this policy by mailing or We may examine and audit your books and re- delivering to us advance written notice of cords as they relate to this policy at any time dur- cancellation, ing the policy period and up to three years after- 2. We may cancel this policy by mailing or deliv- ward. ering to the first Named Insured written notice D. INSPECTIONS AND SURVEYS of cancellation at least: 1. We have the right but not obligated to: a. 10 days before the effective date of can- a. Make inspections and surveys at any cellation if we cancel for nonpayment of time; premium; or b. 60 days before the effective date of can- b. Give you reports on the conditions we find; and cellation if we cancel for any other rea- c. Recommend than es, son. g 3. We will mail or deliver our notice to the first 2. We are not obligated to make any inspec- Named Insured's last mailing address known tions, surveys, reports or recommendations to us. and any such actions we do undertake re- 4. Notice of cancellation will state the effective lated only to insurability and the premiums to ec- date of cancellation. If the policy Is cancelled, be charged. Wet not make safely inspthe that date will become the end of the policy pe- duty We do not undertake to perform the riod. If a Coverage Part is cancelled, that date duty a any parson et organization to provide will become the end of the policy period as for the health n safely of workers it the pub- lic. And we do not warrant that conditions: respects that Coverage Part only. a. Are safe or healthful; or Cancellation will riot affect coverage on any shipment in transit on the date of the cancel- b. Comply with laws, regulations, codes or lation, Coverage will continue in full force until standards. such properly is delivered and accepted. 3. Paragraphs 1. and 2. of this condition apply S. If this policy or any Coverage Part is can- not only to us, but also to any rating, advisory, celled, we will send the first Named Insured rate service or similar organization which any premium refund due. If we cancel, the re- makes insurance inspections, surveys, re- fund will be pro rate. If the first Named In- ports or recommendations. sured cancels, the refund may be less than 4. Paragraph 2. of this condition does not apply pro rata. The cancellation will be effective to any, inspections, surveys, reports or rec- even if we have not made or offered a refund. ommendations we may make relative to certi- 6. If notice is mailed, proof of mailing will be suf- ficatlon, under state or municipal statutes, or- ficient proof of notice. dinances or regulations, of boilers, pressure B. CHANGES vessels or elevators. This policy contains all the agreements between E. PREMIUMS you and us concerning the insurance afforded. 1. The first Named Insured shown in the Decla- The first Named Insured shown in the Declara- rations: tions is authorized to make changes in the terms a. Is responsible for the payment of all pro- of this policy with our consent. This policy's terms miums; and can be amended or waived only by endorsement b. Will be the payee for any return premiums issued by us and made a part of this policy. we pay. 2. We compute all premiums for this policy in accordance will) our rules, rates, rating plans, IL T3 18 05 11 Includes copyrighted material of Insurance Services Office,Inc.with Its permission. Page 1 of 2 premiums and minimum premiums. The pre- 1. The Commercial Property Coverage Part; mium shown in the Declarations was com- 2, The Commercial Inland Marine Coverage puted based on rates and rules in effect at the Part; time the policy was issued. On each renewal continuation or anniversary of the effective 3. Commercial Property forms including, but not date of this policy, we will compute the pre- limited to, the following: mium in accordance with our rates and rules a. Building and Personal Property Coverage then in effect. Form; F. TRANSFER OF YOUR RIGHTS AND DUTIES b. Business Income Coverage Form; UNDER THIS POLICY c. Commercial Property Conditions; Your rights and duties under this policy may not d. Causes of Loss—Special Form; be transferred without our written consent except in the case of death of an Individual named In. e. Causes of Loss—Earthquake Form. sured. 4. Commercial Inland Marine Forms including If you die, your rights and duties will be trans- but not limited to the Transportation Coverage ferred to your legal representative but only while —Special Form acting within the scope of duties as your legal Endorsements referencing the Commercial representative. Until your legal representative is Property Coverage Part, Commercial Inland appointed, anyone having proper temporary cus- Marine Coverage Part, Commercial Property tody of your properly will have your rights and du- Forms, or Commercial Inland Marine Forms ties but only with respect to that properly. apply to the Deluxe Property Coverage Forms G. WHEN WE DO NOT RENEW in the same manner as they apply to the If we decide not to renew this policy we will mail Forms they reference. or deliver to the first Named Insured shown in the I. INSURANCE UNDER TWO OR MORE COVER- Declarations written notice of the nonrenewal not AGE PARTS less than 60 days before the expiration date. If two or more of this policy's Coverage Parts ap- H. DELUXE PROPERTY COVERAGE PART- ply to the same loss or damage, we will not pay REFERENCE TO FORMS AND ENDORSE- more than the actual amount of the loss or dam- MENTS age. In some instances, the Deluxe Property Declara- tions may list endorsements Included in the De- luxe Property Coverage Part that reference: This policy consists of the Common Policy Declarations and the Coverage Paris and endorsements listed In that declarations form. In return for payment of the premium, we agree with the Named Insured to provide the Insurance afforded by a Coverage Part forming part of this policy. That insurance will be provided by the company Indicated as insuring company in the Common Polley Declarations by the abbreviation of its name opposite that Coverage Part. One of the companies listed below (each a stock company) has executed this policy, and this policy is counter- signed by the officers listed below: The Travelers Indemnity Company (IND) The Phoenix Insurance Company (PHX) The Charter Oak Fire Insurance Company (COF) Travelers Property Casualty Company of America (TIL) The Travelers Indemnity Company of Connecticut(TCT) The Travelers Indemnity Company of America (TIA) Travelers Casualty Insurance Company of America (ACJ) Secretary President Page 2 of 2 Includes copyrighted material of Insurance Servlms Office.Inc.with Its permission. IL T3 18 05 11