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HomeMy WebLinkAboutCAG2019-405 - Original - Hoshide Wanzer Architects, PLLC - Green River Watershed Center Feasibility & Design Study - 09/05/2019 Agreement Routing Form KEN T For Approvals,Signatures and Records Management WASHINGTON This form combines&replaces the Request for Mayor's Signature and Contract Cover Sheet forms. (Print on pink or cherry colored paper) Originator: Nancy for Taj Schade Department: Public Works Date Sent. 8/29/19 Date Required. 9/5/19 R > Authorized Director or Designee Date of 0 N/A IL to Sign: Council aMayor Approval: Budget 18-3002 Grant? Yes No Account Number: Type: Local Vendor o Name: Hoshid Cate9e Wanzer Architects, PLLC ry. Contract c Vendor 2016262 Sub-Category 0 Number: EProject Green River Watershed Center L Name: 0 c Project Feasibility and design study. t. Details: c EAgreement $49 723 Basis for d Amount: Selection of 1. Contractor: Q Start Date: Mayor's signature Termination Date: 6/30/20 Notice required prior to 1:1Yes 1:1No Contract Number. disclosure? Dap vedby City Attorney: Comments: call CEIVEU WMIVED KENT LA C Date Routed to the Mayor's Office. " in 2Date Routed to the City Clerk's Office: City Of Kent d tOffice Date Sent to Originator: Visit Documents.KentWA.gov to obtain copies of all agreements adccW22373_6_19 KENT CONSULTANT SERVICES AGREEMENT between the City of Kent and Hoshide Wanzer Architects, PLLC THIS AGREEMENT is made between the City of Kent, a Washington municipal corporation (hereinafter the "City"), and Hoshide Wanzer Architects, PLLC organized under the laws of the State of Washington, located and doing business at 100 NE Northlake Way, Suite 150, Seattle, WA 98105, Phone: (206) 325-6441, Contact: Will Scales (hereinafter the "Consultant"). I. DESCRIPTION OF WORK. Consultant shall perform the following services for the City in accordance with the following described plans and/or specifications: The Consultant shall provide design and feasibility study services for the Green River Watershed Center. For a description, see the Consultant's Scope of Work which is attached as Exhibit A and incorporated by this reference. Consultant further represents that the services furnished under this Agreement will be performed in accordance with generally accepted professional practices within the Puget Sound region in effect at the time those services are performed. II. TIME OF COMPLETION. The parties agree that work will begin on the tasks described in Section I above immediately upon the effective date of this Agreement. Consultant shall complete the work described in Section I by June 30, 2020. III. COMPENSATION. A. The City shall pay the Consultant, based on time and materials, an amount not to exceed Forty Nine Thousand, Seven Hundred Twenty Three Dollars ($49,723), for the services described in this Agreement. This is the maximum amount to be paid under this Agreement for the work described in Section I above, and shall not be exceeded without the prior written authorization of the City in the form of a negotiated and executed amendment to this agreement. The Consultant agrees that the hourly or flat rate charged by it for its services contracted for herein shall remain locked at the negotiated rate(s) for a period of one (1) year from the effective date of this Agreement. The Consultant's billing rates shall be as delineated in Exhibit B. B. The Consultant shall submit monthly payment invoices to the City for work performed, and a final bill upon completion of all services described in this Agreement. The City shall provide payment within forty-five (45) days of receipt of an invoice. If the City objects to all or any portion of an invoice, it shall notify the Consultant and reserves the option to only pay that portion of the invoice not in dispute. In that event, the parties will immediately make every effort to settle the disputed portion. IV. INDEPENDENT CONTRACTOR. The parties intend that an Independent Contractor- Employer Relationship will be created by this Agreement. By their execution of this Agreement, and in accordance with Ch. 51.08 RCW, the parties make the following representations: CONSULTANT SERVICES AGREEMENT - 1 (Over$20,000) 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 same nature as that involved uncle-r 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 the 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. TERMINATION. Either party may terminate this Agreement, with or without cause, upon providing the other party thirty (30) days written notice at its address set forth on the signature block of this Agreement. 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. DISCRIMINATION. 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 shall not, by reason of race, religion, color, sex, age, sexual orientation, national origin, or the presence of any sensory, mental, or physical disability, discriminate against any person who is qualified and available to perform the work to which the employment relates. 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 4.24.115, then, in the event of liability for damages arising out of bodily injury to persons or damages to property caused by or resulting from the concurrent negligence of the Consultant and the City, its officers, officials, employees, agents and volunteers, the Consultant's 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. CONSULTANT SERVICES AGREEMENT - 2 (Over$20,000) IT IS FURTHER SPECIFICALLY AND EXPRESSLY UNDERSTOOD THAT THE INDEMNIFICATION PROVIDED HEREIN CONSTITUTES THE CONSULTANT'S WAIVER OF IMMUNITY UNDER INDUSTRIAL INSURANCE, TITLE 51 RCW, SOLELY FOR THE PURPOSES OF THIS INDEMNIFICATION. THE PARTIES FURTHER ACKNOWLEDGE 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 if that refusal is subsequently determined by a court having jurisdiction (or other agreed tribunal) to have been a 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 incurred because there was a wrongful refusal on the Consultant's part. The provisions of this section shall survive the expiration or termination of this Agreement. VIII. INSURANCE. The Consultant shall procure and maintain for the duration of the Agreement, insurance of the types and in the amounts described in Exhibit D attached and incorporated by this reference. IX. EXCHANGE OF INFORMATION. The City will provide its best efforts to provide reasonable accuracy of any information supplied by it to Consultant for the purpose of completion of the work under this Agreement. X. OWNERSHIP AND USE OF RECORDS AND DOCUMENTS. Original documents, drawings, designs, reports, or any other records developed or created under this Agreement shall belong to and become the property of the City. All records submitted by the City to the Consultant will be safeguarded by the Consultant. Consultant shall make such data, documents, and files available to the City upon the City's request. The Consultant acknowledges that the City is a public agency subject to the Public Records Act codified in Chapter 42.56 of the Revised Code of Washington. As such, the Consultant agrees to cooperate fully with the City in satisfying the City's duties and obligations under the Public Records Act. The City's use or reuse of any of the documents, data, and files created by Consultant for this project by anyone other than Consultant on any other project shall be without liability or legal exposure to Consultant. XI. CITY'S RIGHT OF INSPECTION. Even though Consultant is an independent contractor with the authority to control and direct the performance and details of the work authorized under this Agreement, the work must meet the approval of the City and shall be subject to the City's general right of inspection to secure satisfactory completion. XII. WORK PERFORMED AT CONSULTANT'S RISK. Consultant shall take all necessary precautions and shall be responsible for the safety of its employees, agents, and subcontractors in the performance of the contract work and shall utilize all protection necessary for that purpose. All work shall be done at Consultant's own risk, and Consultant shall be responsible for any loss of or damage to materials, tools, or other articles used or held for use in connection with the work. XIII. MISCELLANEOUS PROVISIONS. A. Recyclable Materials. Pursuant to Chapter 3.80 of the Kent City Code, the City requires its contractors and consultants to use recycled and recyclable products whenever practicable. A price preference may be available for any designated recycled product. B. Non-Waiver of Breach. The failure of the City to insist upon strict performance of any of the covenants and agreements contained in this Agreement, or to exercise any option conferred by this Agreement in one or more instances shall not be construed to be a waiver or relinquishment of those covenants, agreements or options, and the same shall be and remain in full force and effect. C. Resolution of Disputes and Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of Washington. If the parties are unable to settle any dispute, difference or claim arising from the parties' performance of this Agreement, the exclusive means CONSULTANT SERVICES AGREEMENT - 3 (Over$20,000) of resolving that dispute, difference or claim, shall only be by filing suit exclusively under the venue, rules and jurisdiction of the King County Superior Court, King County, Washington, unless the parties agree in writing to an alternative dispute resolution process. In any claim or lawsuit for damages arising from the parties' performance of this Agreement, each party shall pay all its legal costs and attorney's fees incurred in defending or bringing such claim or lawsuit, including all appeals, in addition to any other recovery or award provided by law; provided, however, nothing in this paragraph shall be construed to limit the City's right to indemnification under Section VII of this Agreement. D. Written Notice. All communications regarding this Agreement shall be sent to the parties at the addresses listed on the signature page of the Agreement, unless notified to the contrary. Any written notice hereunder shall become effective three (3) business days after the date of mailing by registered or certified mail, and shall be deemed sufficiently given if sent to the addressee at the address stated in this Agreement or such other address as may be hereafter specified in writing. E. Assignment. Any assignment of this Agreement by either party without the written consent of the non-assigning party shall be void. If the non-assigning party gives its consent to any assignment, the terms of this Agreement shall continue in full force and effect and no further assignment shall be made without additional written consent. F. Modification. No waiver, alteration, or modification of any of the provisions of this Agreement shall be binding unless in writing and signed by a duly authorized representative of the City and Consultant. G. Entire Agreement. The written provisions and terms of this Agreement, together with any Exhibits attached hereto, shall supersede all prior verbal statements of any officer or other representative of the City, and such statements shall not be effective or be construed as entering into or forming a part of or altering in any manner this Agreement. All of the above documents are hereby made a part of this Agreement. However, should any language in any of the Exhibits to this Agreement conflict with any language contained in this Agreement, the terms of this Agreement shall prevail. H. Compliance with Laws. 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 Records Act. The Consultant acknowledges that the City is a public agency subject to the Public Records Act codified in Chapter 42.56 of the Revised Code of Washington and documents, notes, emails, and other records prepared or gathered by the 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. J. City Business License Required. Prior to commencing the tasks described in Section I, Contractor agrees to provide proof of a current city of Kent business license pursuant to Chapter 5.01 of the Kent City Code. CONSULTANT SERVICES AGREEMENT - 4 (Over$20,000) K. Counter,parts and Signatures by Fax or Email. This Agreement may be executed in any number of counterparts, each of which shall constitute an original, and all of which will together constitute this one Agreement. Further, upon executing this Agreement, either party may deliver the signature page to the other by fax or email and that signature shall have the same force and effect as if the Agreement bearing the original signature was received in person. IN WITNESS, the 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: ' r�l By: By: t n Win (signatu (signature) Print Name:_ W11.AWAtA ?• SeALtS AIA Print Name: Dana Ralph Its_ 0,1fJCArPa r Its Mjjyor (title) Q DATE: poou%r 241! DATE: NOTICES TO BE SENT TO: NOTICES TO BE SENT TO: CONSULTANT: CITY OF KENT: Will Scales Timothy J. LaPorte, P.E. Hoshide Wanzer Architects, PLLC City of Kent 100 NE Northlake Way, Suite 150 220 Fourth Avenue South Seattle, WA 98105 Kent, WA 98032 (206) 325-6441 (telephone) (253) 856-5500 (telephone) N/A (facsimile) (253) 856-6500 (facsimile) APPR ED AS TO FORM: t Ken L Department AT ' . ` vVV� Kent City Clerk Hushlde Wanzer-GR Watershed Center/Schade CONSULTANT SERVICES AGREEMENT- 5 (Over$20,000) 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: a: (,,ctu.kA*, fi• seALGS AiA For: t,)4\N Zen. 'A jz PTp44-CS {'+-� Title: qrl4NcArAt-- Date: _. Au&uSr tit , w!!` 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 lip Hoshide Wanzer ■ Architects Exhibit A: Scope of Work Project: Green River Watershed Center Date: August 16, 2019 1 Process The vision for the Green River Watershed Center is to take the winding story of the Green River; weave it into a clear narrative, and develop a design for a physical facility that will tell that story. The specific goal for this project is to identify the audience and stakeholders that will support this facility, draft a mission and vision of sustainable operation that will elicit financial support for construction, and to develop a concept design that will allow an understanding of costs and a glimpse of the possible building, exhibit and landscape design. Following is a proposed four-part strategy for achieving that goal: A. Discovery Perform market research to determine how the Center would fit into the regional context and who would get behind it. Scope of work will include: 1. Kickoff meeting with City staff 2. Gap analysis and needs assessment research 3. Identify individuals/organizations that may be interested and perform interviews 4. Research financial opportunities and constraints for capital and operational funding B. Planning Draft a mission/vision statement and a strategic business plan that will give potential funders the confidence to support a capital campaign. Scope of work will include: 1. Analyze the results from the Discovery Phase 2. Facilitate a workshop with key individuals to brainstorm the mission/program of the facility 3. Draft the business plan C. Design Use input from key individuals from the Planning phase to develop a conceptual design for the building, the interpretive displays, and the immediate landscape design. Scope of work will include: 1. Design team meeting 2. Design workshop with advisory group from the Planning phase to flesh out design intent 3. Conceptual development of building, exhibit design and landscape 4. Code review and estimate of construction costs Page 1 of 2 Hoshide Wanzer Architects,PLLG.100 NE Northlake Way,Suite 150 Seattle,WA 98105 1 P.2C6.325.6441 W.www hw-architects.com Hoshide Wanzer Architects D. Activation Deliver to the Owner a feasibility report that can be used to seek out funding for a complete schematic design effort and eventual capital campaign. Feasibility report will include: 1. A summary of vision, mission, audience and strategic business plan for the facility 2. A concept design for the building and interpretive exhibits comprised of: o Narrative descriptions of building, interpretive displays and landscape design o Diagrammatic site/floor plan and sketch quality vignettes o Reference imagery to suggest look and feel of design intent 3. A summary of estimated construction and operational costs 11 City of Kent Support Successful execution of these goals will require support from the City of Kent in terms of participation and use of resources. Specific contributions will include: • During the Discovery phase, staff assistance in contacting potential stakeholders using a list of individuals and scripted talking points/questions prepared by the consultant team. • Technical support in the form of a secure data management system that will support collecting, storing and sharing the results of interview and other efforts. • Help in understanding the financial rules and restrictions within the City of Kent with regard to fundraising, incentives for participation, and the framework of capital and operational costs. • Graphic support during Planning phase in developing a graphic map capturing and recording information regarding regional context. III Consultant Team A summary of the consultant design team is as follows: • Hoshide Wanzer Architects, PLLC. Architect,team lead and Owner point-of contact. HWA will be present at all meetings, will coordinate the efforts of the consultant team, and will execute building design and cost estimate during the Design phase. • Radiant Consulting. Specialist in Organization assessment, strategic planning, stakeholder engagement and outreach. Radiant will primarily direct the efforts in the Planning and Design phases. • EDX Exhibits. Specialist in interpretive planning, exhibit and graphic design. With experience developing visitor center exhibits across the country, EDX will facilitate the design workshop during the Design phase and draft the conceptual plan for the exhibits at the facility. • Berger Partnership. As Landscape Architects with extensive knowledge of Kent and the immediate environment, Berger will assist with site design, interface with the adjacent levee and parks project, and concept landscape design. Page 2 of 2 Hoshide Wanzer Architects,PLLC.100 NE Northlake Way,Suite 150 Seattle,WA 98105 1 P.206 325 6441 W.www.hw-architects.corn lipHoshide Wanzer Architects Exhibit B: Fee Breakdown Project. Green River Watershed Center Date: August 16, 2019 Following is a breakdown of proposed fees for the project. This is organized in accordance with Exhibit A "Scope of Work." Fees will be invoiced monthly on a time&materials basis. Work shall not proceed from one phase to the next without written approval from the Owner. ARCHITECTURAL SERVICES (Hoshide Wanzer Architects) Task Principal Project Architect Discovery Kickoff Meeting 4 hours 4 hours Support Research and Outreach 4 hours 4 hours Planning Mission/Program Meeting 4 hours 4 hours Support Analysis and Business Plan Draft 4 hours 4 hours Design Design Team Meeting 2 hours 2 hours Design Workshop 8 hours 8 hours Concept Design Work 16 hours 24 hours Code Review and Cost Estimating 8 hours 0 hours Activation Prepare and Deliver Final Report 4 hours 8 hours TOTAL HOURS 50 hours 54 hours Principal: 50 hours @ $ 150.00/hour= $ 7,500.00 Proiect Architect: 54 hours Co? $ 105.00/hour= $ 5,670.00 TOTAL ARCHITECTURAL SERVICES $ 13,170,00 REIMBURSABLE EXPENSES Business Development(Radiant Consulting) $ 15,000.00 Exhibit Design Services (EDX Exhibits) $ 14,342.00 Landscape Architecture Services(The Berger Partnership) $ 4,970.00 Reimbursable Printing Costs $ 500.00 Mark-up A-5% $ 1 741.00 TOTAL $ 49,723.00 Page 1 of 1 Hoshide Wanzer Architects,PLLC 100 NE Northlake Way,Suite 150 Seattle,WA 981051 P.206 325 6441 W.www hw-architects.com Hoshide Wanzer ■ Architects Exhibit C: Schedule Project: Green River Watershed Center Date: August 16, 2019 The following is a proposed project schedule. Dates have not been confirmed and are subject to change. A. Discovery September-October 2019 1. Notice to Proceed 2, Gap Analysis and Research 3. Kickoff Meeting (City Staff) 4. Stakeholder Interviews and Workshop 5. Owner Review, Written Approval to Proceed B. Planning November-December 2019 1. Data Analysis 2. Mission and Visioning Workshop with Key Stakeholders 3. Draft Business Plan 4. Owner Review, Written Approval to Proceed C. Design January-February 2020 1, Design Team Meeting 2. Facilitated Design Workshop with Advisory Group 3. Internal Design Work(Including Owner Meetings) 4. Owner Review, Written Approval to Proceed D. Activation March 2020 1. Complete Deliverables 2. Delivery to Owner Page 1 of 1 Hoshide Wanzer Architects,PLLC 100 NE Northiao Way,Suite 150 Seattle,WA 981051 P.206 325 5441 W.www,hw-architects com a Radiant C O N S U L T I N G IGNITE POSITIVE CHANGE I ACTIVATE IDEAS Green River Watershed Center Business Plan Development >> CLIENT City of Kent, Public Works Engineering >> CONTRACTOR Hoshide Wanzer Architects >> SUBCONTRACT TIMEFRAME June 1, 2019 through December31, 2019 PURPOSE The purpose of this proposal is to establish Radiant Consulting, LLC(Radiant)as an independent subcontractor for HW Architects for the purposes of producing a strategic business plan for the Green River Watershed Center(GRWC), an environmental interpretive center located in the Green River Natural Resource Area within the City of Kent. The strategic business plan will serve to guide the development of the GRWC, and will inform the planning for the Stakeholder Design Workshop. >> GRWC Business Plan Development Scope of Work& Key Deliverables The ultimate deliverable of this work is a strategic business plan for the Green River Watershed Center. Key components of the business plan will include: • SOAR Analysis(Strengths, Opportunities, Aspirations, Results) • GRWC Purpose, Mission, and Vision • Needs Assessment • Primary Target Audience and Secondary Audiences • Educational Programmatic Focus • Operations Plan Outline • Financial Analysis of Funding Options The proposed scope of work encompasses four phases: PHASE I: Discovery a) Kickoff Meeting: SOAR Workshop(City staff and select invitees) b) Regional Environmental Interpretive Center and Environmental Education Gap Analysis c) Needs Assessment Research d) Stakeholder Interviews e) Financial Research Page 1 of 3 Updated 8/5/2oig PHASE II: Business Plan Development a) Qualitative Data Analysis b) Target Audience Analysis c) GRWC Purpose/Mission/Vision& Program/Curriculum Workshop(City staff and select invitees) d) Business Plan draft PHASE III:Design Workshop a) Design Workshop planning and support b) Post- Design Workshop business plan updates PHASE IV: Business Plan Activation a) Stakeholder Engagement b) GRWC Fundraising Support >> PROPOSED BUDGET The project budget was established based on a hands-on, collaborative, and iterative research process to help identify the purpose and business plan for the GRWC. The total estimated hours for the enclosed scope of work is 12o hours.Total budget for consultant time and materials is $15,000. Note:Travel time and mileage is not charged to the client. Phase Estimated Hours Consultant Fee$i5,000 1. Discovery 50 a. Kickoff Meeting 10 b. Research & Outreach 40 50 X$125 =s6,250 11. Planning 40 a. Analysis 12 b. Mission/Program Meeting S c. Draft Business Plan 20 40 X$125 = $5,000 Ill. Design a. Design Workshop 15 15 X$125= $1,875 IV. Business Plan Activation ?S a. Stakeholder Follow-up 5 15 X$125= s1,875 b. Deliver Final Report 10 Page 2 Of Updated 815hO19 If any additional hours are needed they will be proposed by Radiant and approved by the primary consultant, HW Architects, as an amendment to the final consulting subcontract. Candy V. Castellanos, MSOD Principal Radiant Consulting, LLC Page 3 of 3 Updated 8J5J2oig e- djxExhibits 2200 Eastlake Ave.E v✓ww.edxseattle,corn Seattle,WA 98102 tel 206 528 5556 City of Kent Green River tSAug-19 Desigr Workshop Conference call 1 p 20 2 Prepare agenda 20 2.0 4.0 2 Prepare visual support for workshop 20 4.0 40 10 0 3 Workshop 4 Workshop 2 8 0 80 8 J 240 5 Organize workshop notes!distribute 4 C 8.0 2 C 140 Toll Labor Hwtrt 17A 23.0 6.0 8.0 54.0 Bilking Rate $ 10 S ll0 S 80 S 110 $ 110 ToW Labor S S 1.870 $ 2,5310 S 480 4 $ alto S 5.760.00 Travel Time 1 1 1 rtovot Rate $ 110 06 S 11000 S t t o ao Total:Travel That f S 110.00 S 11000 f ".O'W S 33000 Total Etf 19 mllea at f.OElmtil $ I I.00 S 11.00 Total Travel S S 341,00 Printing costs(meeting malorials) S 500 0C $ 50000 Shipping coats $ Other Total YalaHah E 500.00 SuA-Total f 5,601.001 a. 1 Design team Meeting 30 30 60 2 -'ollow-up Inter-team Coordination 3 orhai Design W." 140 6.0 200 5 Review building design narrative 1 0 1 0 20 6 interyrelive plan narrativa 15.0 ISO a 3ketcnes !0 0 10 0 b Design/dellvery of components 100 100 t0 Owner Meeting Alend meeting 40 4.0 80 Total Labe,tleun 22.0 t9.0 10.0 /0.0 71.9 8.,k Rate $ 1t0 5 110 S 80 $ 110 $ 1 110 total LMW S S 2,420 S 3,190 S 800 $ 1,100 f 7.51000 Travel Time 1 1 f rave!wling Rate $ 11300 $ 11000 TOW:Trawl Thnt 3 $ 110 00 S 11000 $ 22000 Tate!Mll s 19 mitaa at 3.50anft $ 1100 $ 1100 ToW Trawl E f 231.00 Printing casts(meetng material; S Shipping costs S Other TWO Materials S Sub-Tatat f 7.741.00 Proact Total f 14342A0 PARrNERSMP 8 06 19 bercror Will Scales Principal Hoshide Wanzer Architects 100 NE Northlake Way Suite 150 Seattle, WA 98105 Proposal for Landscape Architectural Services:Green River Watershed Center Dear Will: Congratulations on the win and thank you for including us on your team. We are looking forward to working with you on this unique and interesting project. The project will focus on integrating the story of the Green River and developing a design for a facility. The scope of the project includes the development of preliminary schematic design with sketches, imagery, narratives, and basic costs. This letter outlines our proposed landscape architectural services,with each phase of service described and a corresponding fee estimate assigned. Preliminary Schematic Design • Review available project materials, identify questions for the client and possible design criteria • Attend and participate in a kick off meeting with the client and project team. • Provide preparation support for the design workshop. • Attend and participate in the design workshop. • Prepare preliminary site design for site circulation,educational landscapes,trail connections, and integration with the GRNRA. • Prepare schematic site and landscape design, narrative, images, and cost estimate. • Participate in design team meetings. Assumptions • Base plan file will be provided in CAD or other digital format • Meetings in addition to those listed will be provided on an hourly basis. Fees Based on the scope of services identified at this time,we have established a fee for landscape architectural services as follows: Landscape Architecture Berger Partnership vs 2o63256877 Urban Desi n 2927 Post Alley,Ste,2 bergerpartnership.com g Seattle,WA 98ioi 8.6.19 PARTNERSHIP Will Scales Lai Hoshide Wanzer Architects Derger Proposal for Landscape Architectural Services:Green River Watershed Center Page 2 of 3 Kickoff Meeting 3 hrs. @ 195.00 = 585.00 Design Workshop 5 hrs. @ 195.00 = 975,00 Concept Design 8 hrs. @ 155.00 = 1,240.00 Narrative&Sketches 14 hrs. @ 155.00 = 2,170.00 $4,970.00 Fees will be billed monthly on a time and materials basis. Services beyond those noted in this proposal will be billed as additional services on an hourly basis as follows, or lump sum fees can be negotiated: Principal $195.00 per hour Associate $155.00 per hour Project Manager $125,00 per hour Landscape Designer $100,00 per hour Administrative Staff $80.00 per hour Printing, reprographic expenses, CAD plots,travel costs, and other reimbursable expenses will be billed in addition to the above fees at cost plus a 10%administrative mark-up.All accounts are due in ten days. Invoices not paid within 30 days of invoice date will be subject to late charges of 1%per month. If payment for services is not received within 90 days of the invoice date, all subsequent services and/or issuance of documents may be postponed until receipt of payment, unless special arrangements are made prior to providing the services. Fees may be subject to renegotiation if the proposal is not accepted within 60 days. If the duration of the contract exceeds one year, hourly rates may be subject to annual adjustments at the anniversary date of the contract. 8.6.19 E N PARTRSHIP Will Scales Der er Hoshide Wanzer Architects Proposal for Landscape Architectural Services:Green River Watershed Center Page 3 of 3 If this proposal meets with your approval, please sign one of the copies and return it to our office. If you have questions, would like more information, or wish to make any modifications, please do not hesitate to contact us.We look forward to working with you on the Green River Watershed Center.Work will be scheduled upon our receipt of the signed proposal Sincerely, Berger Partnership PS Greg Brower Principal EXHIBIT D INSURANCE REQUIREMENTS FOR CONSULTANT SERVICES AGREEMENTS Insurance The Consultant shall procure and maintain for the duration of the Agreement, insurance against claims for injuries to persons or damage to property which may arise from or in connection with the performance of the work hereunder by the Consultant, their agents, representatives, employees or subcontractors. A. Minimum Scope of Insurance Consultant shall obtain insurance of the types described below: 1. Automobile Liability 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. Commercial General Liability insurance shall be written on ISO occurrence form CG 00 01. The City shall be named as an Additional Insured under the Consultant'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. Workers' Compensation coverage as required by the Industrial Insurance laws of the State of Washington. B. Minimum Amounts of Insurance Consultant shall maintain the following insurance limits: 1. Automobile Liability insurance with a minimum combined single limit for bodily injury and property damage of $1,000,000 per accident. 2. Commercial General Liability insurance shall be written with limits no less than $1,000,000 each occurrence, $2,000,000 general aggregate. EXHIBIT D (Continued) 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 Consultant'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 Consultant's insurance and shall not contribute with it. 2. The Consultant'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 Consultant and a copy of the endorsement naming the City as additional insured shall be attached to the Certificate of Insurance. The City reserves the right to receive a certified copy of all required insurance policies. The Consultant'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 Consultant shall furnish the City with original certificates and a copy of the amendatory endorsements, including but not necessarily limited to the additional insured endorsement, evidencing the insurance requirements of the Consultant before commencement of the work. F. Subcontractors Consultant 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 Consultant. Client#: 331550 HOSHIWAN ACORD,. CERTIFICATE OF LIABILITY INSURANCE F.ATE(INM/DD/YYYY) a/01/2019 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. ----IMPO RTANT: 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 staternent on this certificate does not confer any rights to the certificate holder in lieu of such endorsement(s). PRODUCER CONTACT NAME: Select NW Region US[ Insurance Services LLC PHONE, FAX A/c,No Ext:877 678-5842 (Alc,No): 610-362-8530 601 Union Street,Suite 1000 E-MAIL usi.com select Seattle,WA 98101 ADDRESS: select@usi.com 441-6300 INSURER(S)AFFORDING COVERAGE NAIC# INSURER A;Travelers Indemnity Company 25658 INSURED INSURER B:Travelers Casualty&Surety Co.of Amer 31 194 Hoshide Wanzer Architects, PLLC 100 NE Northlake Way, Suite 150 INSURERC: Seattle,WA 98105 INSURER D: INSURER E: INSURER F COVERAGES CERTIFICATE NUMBER: REVISION NUMBER: THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACTOR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. LT R TYPE OF INSURANCE ADDL SUBR POLICY EFF POLICY EXP LTR INSR WVD POLICY NUMBER MM/DD/YYYY MM/DD/YYYY LIMITS A X COMMERCIAL GENERAL LIABILITY 6807HS22438 3/01/2019 03/01/2020 EACH OCCURRENCE $1 OOO OOO CLAIMS-MADE X OCCUR PA REM TO RENTED PREMISES Ea occurrence $1 000,000 MED EXP(Any one person) $5 000 PERSONAL&ADV INJURY $1,000,000 GEN'L AGGREGATE LIMIT APPLIES PER: GENERAL AGGREGATE $2,000,000 PRO-POLICY 1:1 JECT 1:1 LOC PRODUCTS-COMP/OPAGG $2,000,000 OTHER: A AUTOMOBILE LIABILITY 6807H522438 3/01/2019 03/01/202 EaacccdentSINGLELIMIT 1,000,000 ANY AUTO BODILY INJURY(Per person) $ OWNED SCHEDULED AUTOS ONLY AUTOS BODILY INJURY(Per accident) $ X HIRED NON-OWNED PROPERTY DAMAGE AUTOS ONLY Ix AUTOS ONLY Per accident $ .i UMBRELLA LIAB OCCUR EACH OCCURRENCE $ EXCESS LIAB CLAIMS-MADE AGGREGATE $ DED RETENTION$ $ A WORKERS COMPENSATION 6807H522438 3/01/2019 03/01/202 P AND EMPLOYERS'LIABILITY ER OTH- ANY PROPRIETOR/PARTNER/EXECUTIVE YIN WA Stop Gap ER OFFICER/MEMBER EXCLUDED? 51 N/A E.L.EACH ACCIDENT $1 OOOOOO Mandatory in(f yes,describe under E.L.DISEASE-EA EMPLOYEE $1 000,000 I DESCRIPTION OF OPERATIONS below E.L.DISEASE-POLICY LIMIT $1,000,000 B Professional 106879259 3/01/2019 03/01/2020 $2,000,000 per claim Liability $2,000,000 annl aggr. DESCRIPTION OF OPERATIONS/LOCATIONS/VEHICLES(ACORD 101,Additional Remarks Schedule,may be attached if more space is required) The General Liability includes a blanket additional insured endorsement that provides additional insured status to the City of Kent when required by written contract. CERTIFICATE HOLDER CANCELLATION City of Kent SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE 220 Fourth Ave S THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. Kent,WA 98032 AUTHORIZED REPRESENTATIVE J0- 0J ©1988-2015 ACORD CORPORATION.All rights reserved. ACORD 25(2016/03) 1 of 1 The ACORD name and logo are registered marks of ACORD #S25359604/M25332644 SLMZP This page has been left blank intentionally. i i I j i i, I I I i � l I i POLICY NUMBER: 680-7H522438-19-47 EFFECTIVE DATE: 03/01/2019 ISSUE DATE. 01/24/2019 COMMERCIAL GENERAL LIABILITY (CONTINUED) * CG T8 01 03 19 GENERAL PURPOSE ENDORSEMENT * CG T8 02 03 19 GENERAL PURPOSE ENDORSEMENT * CG T8 03 03 19 GENERAL PURPOSE ENDORSEMENT * CG T8 04 03 19 GENERAL PURPOSE ENDORSEMENT CG D3 79 01 16 ARCHITECTS, ENGINEERS AND SURVEYORS COVERAGE XTEND ENDORSEMENT CG D4 13 04 08 AMEND COVG - POLLUTION-EQUIP EXCEPTION * MP T1 25 11 03 HIRED AUTO AND NON-OWNED AUTO LIABILITY CG D3 26 10 11 EXCLUSION - UNSOLICITED COMMUNICATION CG D3 56 05 14 MOBILE EQUIPMENT REDEFINED - EXCLUSION OF VEHICLES SUBJECT TO MOTOR VEHICLE LAWS CG D3 80 10 11 EXCLUSION - ENGINEERS, ARCHITECTS OR SURVEYORS PROFESSIONAL LIABILITY CG D4 21 07 08 AMEND CONTRAL LIAB EXCL - EXC TO NAMED INS CG D6 18 10 11 EXCLUSION - VIOLATION OF CONSUMER FINANCIAL PROTECTION LAWS CG D6 75 01 13 AMEND-WHO IS INS-ARCHIT/ENG/SURVEY ACTIV CG D7 46 01 15 EXCLUSION - ACCESS OR DISCLOSURE OF CONFIDENTIAL OR PERSONAL INFORMATION CG D7 97 01 16 AMENDMENT - OTHER INSURANCE CONDITION - ENGINEERS, ARCHITECTS OR SURVEYORS * CG F7 68 08 13 WA CHGS - AMEND LIQ EXCL EX SCHED ACTIV CG DO 76 06 93 EXCLUSION - LEAD CG D1 42 01 99 EXCLUSION - DISCRIMINATION CG F2 45 07 02 EXCLUSION - WAR - WASHINGTON CG T4 78 02 90 EXCLUSION - ASBESTOS CG F2 66 11 03 WASHINGTON CHANGES - EMPLOYMENT-RELATED PRACTICES EXCLUSION CG F4 66 01 08 WASHINGTON CHANGES - WHO IS AN INSURED EMPLOYEE BENEFITS LIABILITY * CG TO 09 09 93 EMPLOYEE BENEFITS LIABILITY COVERAGE PART DECLARATIONS CG TO 43 01 16 TABLE OF CONTENTS - EMPLOYEE BENEFITS LIABILITY COVERAGE FORM CG T1 01 01 16 EMPLOYEE BENEFITS LIABILITY COVERAGE FORM MULTIPLE SUBLINE ENDORSEMENTS CG D4 09 04 08 AMENDMENT OF BODILY INJURY DEFINITION CG D4 19 07 08 AMENDMENT OF PROPERTY DAMAGE DEFINITION CG T3 33 11 03 LIMITATION WHEN TWO OR MORE POLICIES APPLY INTERLINE ENDORSEMENTS IL T3 68 01 15 FEDERAL TERRORISM RISK INSURANCE ACT DISCLOSURE *TEXT IN THIS FORM HAS CHANGED, OR THE FORM WAS NOT ON POLICY BEFORE. IL T8 01 01 01 PAGE: 2 OF 3 COMMERCIAL GENERAL LIAIILITY THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. XTEND ENDORSEMENT FOR ARCHITECTS, ENGINEERS AND SURVEYORS This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART GENERAL DESCRIPTION OF COVERAGE — This endorsement broadens coverage. However, coverage for any injury, damage or medical expenses described in any of the provisions of this endorsement ma� be excluded or limited by another endorsement to this Coverage Part, and these coverage broadening provisions do not apply to the extent that coverage is excluded or limited by such an endorsement. The following listing is a general coverage description only. Read all the provisions of this endorsement and the rest of your policy carefully to determine rights, duties, and what is and is not covered. A. Non-Owned Watercraft—75 Feet Long Or Less H. Blanket Additional Insured — Governmental B. Who Is An Insured — Unnamed Subsidiaries Entities — Permits Or Authorizations Relating To C. Who Is An Insured — Retired Partners, Members, Premises Directors And Employees I. Blanket Additional Insured — Governmental Entities — Permits Or Authorizations Relating To D. Who Is An Insured — Employees And Volunteer Operations Workers — Bodily Injury To Co-Employees, Co- Volunteer Workers And Retired Partners, J. Incidental Medical Malpractice Members, Directors And Employees K. Medical Payments — Increased Limit E. Who Is An Insured — Newly Acquired Or Formed L. Amendment Of Excess Insurance Condition — Limited Liability Companies Professional Liability F. Blanket Additional Insured —Controlling Interest M. Blanket Waiver Of Subrogation —When Required G. Blanket Additional Insured — Mortgagees, By Written Contract Or Agreement Assignees, Successors Or Receivers N. Contractual Liability— Railroads PROVISIONS uses or is responsible for the use of a A. NON-OWNED WATERCRAFT — 75 FEET watercraft that you do not own that is: LONG OR LESS (1) 75 feet long or less; and 1. The following replaces Paragraph (2) of (2) Not being used to carry any person Exclusion g., Aircraft, Auto Or Watercraft, or property for a charge; in Paragraph 2. of SECTION I — B. WHO IS AN INSURED — UNNAMED COVERAGES — COVERAGE A — BODILY SUBSIDIARIES INJURY AND PROPERTY DAMAGE LIABILITY: The following is added to SECTION II —WHO IS AN INSURED: (2) A watercraft you do not own that is: Any of your subsidiaries, other than a partnership (a) 75 feet long or less; and or joint venture, that is not shown as a Named (b) Not being used to carry any person Insured in the Declarations is a Named Insured or property for a charge; if: 2. The following replaces Paragraph 2.e. of a. You are the sole owner of, or maintain an SECTION II —WHO IS AN INSURED: ownership interest of more than 50% in, such e. Any person or organization that, with subsidiary on the first day of the policy your express or implied consent, either period; and CG D3 79 02 19 ©2017 The Travelers Indemnity Company.All rights reserved. Page 1 of 6 Includes copyrighted material of Insurance Services Office, Inc.with its permission. COMMERCIAL GENERAL LIABILITY b. Such subsidiaryis not an Insured under Unless you are in the business or occupation similar other insurance. of providing professional health care No such subsidiary is an insured for "bodily services, Paragraphs (1)(a), (b), (c) and (d) injury" or "property damage" that occurred, or above do not apply to "bodily injury" arising "personal and advertising injury" caused by an out of providing or failing to provide first aid offense committed: or "Good Samaritan services" by any of your retired partners, members, directors or a. Before you maintained an ownership interest "employees", other than a doctor. Any such of more than 50% in such subsidiary; or retired partners, members, directors or b. After the date, if any, during the policy period "employees" providing or failing to provide that you no longer maintain an ownership first aid or "Good Samaritan services" during interest of more than 50% in such subsidiary. their work hours for you will be deemed to be acting within the scope of their employment For purposes of Paragraph 1. of Section If —Who by you or performing duties related to the Is An Insured, each such subsidiary will be conduct of your business. deemed to be designated in the Declarations as: a. A limited liability company; (2) "Personal injury": b. An organization other than a partnership, (a) To you, to your current or retired joint venture or limited liability company; or partners or members (if you are a partnership or joint venture), to your c. A trust; current or retired members (if you are a as indicated in its name or the documents that limited liability company), to your other govern its structure. current or retired directors or C. WHO IS AN INSURED — RETIRED PARTNERS, "employees" while in the course of his or her employment or performing duties MEMBERS, DIRECTORS AND EMPLOYEES related to the conduct of your business, The following is added to Paragraph 2. of or to your other "volunteer workers" SECTION II —WHO IS AN INSURED: while performing duties related to the Any person who is your retired partner, member, conduct of your business; director or "employee" that is performing services (b) To the spouse, child, parent, brother or for you under your direct supervision, but only for sister of that current or retired partner, acts within the scope of their employment by you member, director, "employee" or or while performing duties related to the conduct "volunteer worker" as a consequence of of your business. However, no such retired Paragraph (2)(a) above; partner, member, director or "employee" is an insured for: (c) For which there is any obligation to share damages with or repay someone (1) "Bodily injury": else who must pay damages because of (a) To you, to your current partners or the injury described in Paragraph (2)(a) members (if you are a partnership or or (b) above; or joint venture), to your current members (d) Arising out of his or her providing or (if you are a limited liability company) or failing to provide professional health care to your current directors; services. (b) To the spouse, child, parent, brother or (3) "Property damage" to property: sister of that current partner, member or director as a consequence of Paragraph (a) Owned, occupied or used by; or (1)(a) above; (b) Rented to, in the care, custody or control (c) For which there is any obligation to of, or over which physical control is share damages with or repay someone being exercised for any purpose by; else who must pay damages because of you, any of your retired partners, members the injury described in Paragraph (1)(a) or directors, your current or retired or (b) above; or "employees" or "volunteer workers", any (d) Arising out of his or her providing or current partner or member (if you are a failing to provide professional health care partnership or joint venture), or any current services. member (if you are a limited liability company) or current director. Page 2 of 6 ©2017 The Travelers Indemnity Company.All rights reserved. Includes copyrighted material of Insurance services office,Inc.with its permission. CG D3 79 02 19 COMMERCIAL GENERAL LIA131LITY D. WHO IS AN INSURED — EMPLOYEES AND organization will be deemed to be VOLUNTEER WORKERS — BODILY INJURY designated in the Declarations as: TO CO-EMPLOYEES, CO-VOLUNTEER a. A limited liability company; WORKERS AND RETIRED PARTNERS, MEMBERS, DIRECTORS AND EMPLOYEES b. An organization other than a partnership, The following is added to Paragraph 2.a.(1) of joint venture or limited liability company; or SECTION II —WHO IS AN INSURED: Paragraphs (1)(a), (b) and (c) above do not c. A trust; apply to "bodily injury" to a current or retired co- as indicated in its name or the documents "employee" while in the course of the co- that govern its structure. "employee's" employment by you or performing F. BLANKET ADDITIONAL INSURED — duties related to the conduct of your business, or CONTROLLING INTEREST to "bodily injury" to your other "volunteer 1. The following is added to SECTION II — workers" or retired partners, members or WHO IS AN INSURED: directors while performing duties related to the conduct of your business. Any person or organization that has financial control of you is an insured with respect to E. WHO IS AN INSURED— NEWLY ACQUIRED liability for "bodily injury", "property damage" OR FORMED LIMITED LIABILITY COMPANIES or "personal and advertising injury" that The following replaces Paragraph 3. of arises out of: SECTION II —WHO IS AN INSURED: a. Such financial control; or 3. Any organization you newly acquire or form, b. Such person's or organization's other than a partnership or joint venture, and ownership, maintenance or use of of which you are the sole owner or in which premises leased to or occupied by you. you maintain an ownership interest of more than 50%, will qualify as a Named Insured if The insurance provided to such person or there is no other similar insurance available organization does not apply to structural to that organization. However: alterations, new construction or demolition operations performed by or on behalf of such a. Coverage under this provision is person or organization. afforded only: 2. The following is added to Paragraph of (1) Until the 180th day after you acquire SECTIO N II —WHO IS AN INSURED: or form the organization or the end of This paragraph does not apply to any the policy period, whichever is earlier, if you do not report such premises owner, manager or lessor that has organization in writing to us within financial control of you. 180 days after you acquire or form it; G. BLANKET ADDITIONAL INSURED — or MORTGAGEES, ASSIGNEES, SUCCESSORS (2) Until the end of the policy period, OR RECEIVERS when that date is later than 180 days The following is added to SECTION II —WHO IS after you acquire or form such AN INSURED: organization, if you report such Any person or organization that is a mortgagee, organization in writing to us within assignee, successor or receiver and that you 180 days after you acquire or form it; have agreed in a written contract or agreement b. Coverage A does not apply to "bodily to include as an additional insured on this injury" or "property damage" that Coverage Part is an insured, but only with occurred before you acquired or formed respect to its liability as mortgagee, assignee, the organization; and successor or receiver for "bodily injury", "property damage" or "personal and advertising injury" c. Coverage B does not apply to "personal that: and advertising injury" arising out of an offense committed before you acquired a. Is "bodily injury" or "property damage" that or formed the organization. occurs, or is "personal and advertising injury" For the purposes of Paragraph 1. of Section caused by an offense that is committed, II — Who Is An Insured, each such CG D3 79 02 19 ©2017 The Travelers Indemnity Company.All rights reserved. Page 3 of 6 Includes copyrighted material of Insurance Services Office, Inc.with its permission. COMMERCIAL GENERAL LIABILITY subsequent to the signing of that contract or openings, sidewalk vaults, elevators, street agreement; and banners or decorations. b. Arises out of the ownership, maintenance or I. BLANKET ADDITIONAL INSURED — use of the premises for which that GOVERNMENTAL ENTITIES — PERMITS mortgagee, assignee, successor or receiver OR AUTHORIZATIONS RELATING TO is required under that contract or agreement OPERATIONS to be included as an additional insured on The following is added to SECTION II —WHO IS this Coverage Part. AN INSURED: The insurance provided to such mortgagee, Any governmental entity that has issued a permit assignee, successor or receiver is subject to the following provisions: or authorization with respect to operations performed b p y you or on your behalf and that you a. The limits of insurance provided to such are required by any ordinance, law, building code mortgagee, assignee, successor or receiver or written contract or agreement to include asl an will be the minimum limits that you agreed to additional insured on this Coverage Part is an provide in the written contract or agreement, insured, but only with respect to liability :for or the limits shown in the Declarations, "bodily injury", "property damage" or "personal whichever are less. and advertising injury" arising out of such b. The insurance provided to such person or operations. organization does not apply to: The insurance provided to such governmental (1) Any "bodily injury" or "property damage" entity does not apply to: that occurs, or any "personal and a. Any "bodily injury", "property damage" or advertising injury" caused by an offense "personal and advertising injury" arising out that is committed, after such contract or of operations performed for the agreement is no longer in effect; or governmental entity: or (2) Any "bodily injury", "property damage" or b. Any "bodily injury" or "property damage" "personal and advertising injury" arising included in the "products-completed out of any structural alterations, new operations hazard". construction or demolition operations J. INCIDENTAL MEDICAL MALPRACTICE performed by or on behalf of such mortgagee, assignee, successor or 1. The following replaces Paragraph b. of the receiver. definition of "occurrence" in the H. BLANKET ADDITIONAL INSURED — DEFINITIONS Section: GOVERNMENTAL ENTITIES — PERMITS OR b. An act or omission committed in AUTHORIZATIONS RELATING TO PREMISES providing or failing to provide "incidental The following is added to SECTION II —WHO IS medical services", first aid or "Good AN INSURED: Samaritan services" to a person, unless you are in the business or occupatiori of Any governmental entity that has issued a permit providing professional health care or authorization with respect to premises owned services. or occupied by, or rented or loaned to, you and 2. The following replaces the last paragraph of that you are required by any ordinance, law, building code or written contract or agreement to Paragraph 2.a.(1) of SECTION II — WHO IS include as an additional insured on this AN INSURED: Coverage Part is an insured, but only with Unless you are in the business or occupation respect to liability for "bodily injury", "property of providing professional health care damage" or "personal and advertising injury" services, Paragraphs (1)(a), (b), (c) and (d) arising out of the existence, ownership, use, above do not apply to "bodily injury" arising maintenance, repair, construction, erection or out of providing or failing to provide: removal of any of the following for which that governmental entity has issued such permit or (a) "Incidental medical services" by any of authorization: advertising signs, awnings, your "employees" who is a nurse, canopies, cellar entrances, coal holes, nurse assistant, emergency medical driveways, manholes, marquees, hoist away technician, paramedic, athletic trainer, audiologist, dietician, nutritionist, Page 4 of 6 ©2017 The Travelers Indemnity Company.All rights reserved. Includes copyrighted material of Insurance services Office,Inc.with its permission. CG D3 79 02 19 COMMERCIAL GENERAL LIA 3ILITY occupational therapist or occupational that is available to any of your "employees" therapy assistant, physical therapist or for "bodily injury" that arises out of providing speech-language pathologist; or or failing to provide "incidental medical (b) First aid or "Good Samaritan services" services" to any person to the extent not by any of your "employees" or "volunteer subject to Paragraph 2.a.(1) of Section II — workers", other than an employed or Who Is An Insured. volunteer doctor. Any such "employees" K. MEDICAL PAYMENTS—INCREASED LIMIT or "volunteer workers" providing or failing to provide first aid or "Good Samaritan The following replaces Paragraph 7. of services" during their work hours for you SECTION III — LIMITS OF INSURANCE: will be deemed to be acting within the 7. Subject to Paragraph 5. above, the Medical scope of their employment by you or Expense Limit is the most we will pay under performing duties related to the conduct Coverage C for all medical expenses of your business. because of "bodily injury" sustained by any 3. The following replaces the last sentence of one person, and will be the higher of: Paragraph 5. of SECTION III — LIMITS OF INSURANCE: a. $10,000; or For the purposes of determining the b. The amount shown in the Declarations of applicable Each Occurrence Limit, all related this Coverage Part for Medical Expense acts or omissions committed in providing or Limit. failing to provide "incidental medical L. AMENDMENT OF EXCESS INSURANCE services", first aid or "Good Samaritan services" to any one person will be deemed CONDITION — PROFESSIONAL LIABILITY' to be one "occurrence". The following is added to Paragraph 4.b., 4. The following exclusion is added to Excess Insurance, of SECTION IV — Paragraph 2., Exclusions, of SECTION I — COMMERCIAL GENERAL LIABILITY COVERAGES — COVERAGE A — BODILY CONDITIONS: INJURY AND PROPERTY DAMAGE This insurance is excess over any of the other LIABILITY: insurance, whether primary, excess, contingent Sale Of Pharmaceuticals or on any other basis, that is Professional Liability or similar coverage, to the extent the "Bodily injury" or "property damage" arising loss is not subject to the out of the violation of a penal statute or professional services ordinance relating to the sale of exclusion of Coverage A or Coverage B. pharmaceuticals committed by, or with the M. BLANKET WAIVER OF SUBROGATIOIV — knowledge or consent of the insured. WHEN REQUIRED BY WRITTEN CONTRACT 5. The following is added to the DEFINITIONS OR AGREEMENT Section: The following is added to Paragraph 8., Transfer "Incidental medical services" means: Of Rights Of Recovery Against Others To Us, of SECTION IV — COMMERCIAL GENERAL a. Medical, surgical, dental, laboratory, x- LIABILITY CONDITIONS: ray or nursing service or treatment, If the insured has agreed in a written contract or advice or instruction, or the related agreement to waive that insured's right of furnishing of food or beverages; or recovery against any person or organization, we b. The furnishing or dispensing of drugs or waive our right of recovery against such person medical, dental, or surgical supplies or or organization, but only for payments we make appliances. because of: 6. The following is added to Paragraph 4.b., a. "Bodily injury" Excess Insurance, of SECTION IV — y or "Property damage" that COMMERCIAL GENERAL LIABILITY occurs; or CONDITIONS: b. "Personal and advertising injury" caused by This insurance is excess over any valid and an offense that is committed; collectible other insurance, whether primary, subsequent to the signing of that contract or excess, contingent or on any other basis, agreement. CG D3 79 02 19 ©2017 The Travelers Indemnity Company.All rights reserved. Includes copyrighted material of Insurance Services Office, Inc.with its permission. Page 5 Of 6 I I4. i COMMERCIAL GENERAL LIABILITY N. CONTRACTUAL LIABILITY—RAILROADS 1. The following replaces Paragraph c. of the definition of "insured contract' in the DEFINITIONS Section: c. Any easement or license agreement; 2. Paragraph f.(1) of the definition of "insured contract' in the DEFINITIONS Section is deleted. i i Page 6 of 6 ©2017 The Travelers Indemnity Company.All rights reserved. Includes copyrighted material of Insurance services Office, Inc.with its permission. CG D3 79 02 19