Loading...
HomeMy WebLinkAboutCAG2019-421 - Original - Alta Planning + Design, Inc. - Regional Trails Study - 09/20/2019 Agreement Routing Form KENT 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: Danielle Butsick Department: ECD Date Sent: 9/16/2019 Date Required. 9/17/2019 R C Authorized Director or Designee Date of p° to Sign: Council N/A QMayor Approval. Budget y,`I . Grant? Yes No Account Number. Type: Local Vendor Name: Alta Planning + Design, Inc. Category: Contract = Vendor �1 q Sub-Cate O Number. « ' p2 ! 7a-7 gory 1 E Nameet Regional Trails Study O c Project -r Details: c E Agreement 55 000 Basis for 40 Amount. Selection of Other Contractor: a Start Date: 9/18/2019 Termination Date: 12/31/2019 Notice required prior to Yes No Contract Number. 020/19 y� l disclosure? Date Re Attorney: Comments: M ?P—.-d 211111111,. �/ �,Qcl�r+ie�ctr S�lectior,• M�2SC ROS{'e�r a0 EP 17 201g KENO � Vl/ D R CEIVED i _ R Date Routed to the Mayor's Office: ° `^ SEP 19 2019 d Date Routed to the City Clerk's Office: •� City of Kent 451,/DID/ Office of the MaNtor Date Sent to Originator. Visit Documents.KentWA. ov to obtain copies of all agreements SC A%%ED adccW22373_6_19 q-.t y—r 9 -k- KENT CONSULTANT SERVICES AGREEMENT between the City of Kent and Alta Planning + Design, Inc. THIS AGREEMENT is made between the City of Kent, a Washington municipal corporation (hereinafter the "City"), and Alta Planning + Design, Inc., organized under the laws of the State of California, located and doing business at 711 SE Grand Avenue, Portland, OR 97214 (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: See attached Exhibit A Scope of Work 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 December 31, 2019. III. COMPENSATION. A. The City shall pay the Consultant, based on time and materials, an amount not to exceed $55,000 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) CONSULTANT SERVICES AGREEMENT - 1 (Over$20,000) 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 A. 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 thirty (30) 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: 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 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 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. CONSULTANT SERVICES AGREEMENT - 2 (Over$20,000) 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. 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. CONSULTANT SERVICES AGREEMENT - 3 (Over$20,000) 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 B 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 upon final payment to Consultant. 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. CONSULTANT SERVICES AGREEMENT - 4 (Over$20,000) B. Non-Waiver of Breach. The failure of the City to insist upon strict performance of any of the covenants and agreements contained in this Agreement, or to exercise any option conferred by this Agreement in one or more instances shall not be construed to be a waiver or relinquishment of those covenants, agreements or options, and the same shall be and remain in full force and effect. C. Resolution of Disputes and Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of Washington. If the parties are unable to settle any dispute, difference or claim arising from the parties' performance of this Agreement, the exclusive means of resolving that dispute, difference or claim, shall only be by filing suit exclusively under the venue, rules and jurisdiction of the King County Superior Court, King County, Washington, unless the parties agree in writing to an alternative dispute resolution process. In any claim or lawsuit for damages arising from the parties' performance of this Agreement, each party shall pay all its legal costs and attorney's fees incurred in defending or bringing such claim or lawsuit, including all appeals, in addition to any other recovery or award provided by law; provided, however, nothing in this paragraph shall be construed to limit the City's right to indemnification under Section 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. CONSULTANT SERVICES AGREEMENT - 5 (Over$20,000) 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, K. Counterparts 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. CONSULTANT SERVICES AGREEMENT - 6 (Over$20,000) 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: By; (signature) (signature) Print Name: Steven C. Durrant Print Name: Dana Ralph Its Vice President, as duly authorized Its Mayor (title) DATE: DATE: NOTICES TO BE SENT TO: NOTICES TO BE SENT TO: CONSULTANT: CITY OF KENT: Contract Administrator Danielle Butsick, ECD Alta Planning + Design, Inc. City of Kent 711 SE Grand Avenue 220 Fourth Avenue South Portland, OR 97214 Kent, WA 98032 503-230-9862 (telephone) (253) 856-5443 (telephone) APPROVED A TO FO K w Depart Went ATTEST: Kent City Clerk [In this field,you may enter the electronic filepath where the contract has been saved] CONSULTANT SERVICES AGREEMENT - 7 (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. CONSULTANT SERVICES AGREEMENT - 8 (Over$20,000) By: �• For: Alta Planning + Design, Inc. Title: Vice President, as duly authorized Date: tef' !7XPI CONSULTANT SERVICES AGREEMENT - 9 (Over$20,000) 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. CONSULTANT SERVICES AGREEMENT - 10 (Over$20,000) 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: CONSULTANT SERVICES AGREEMENT - 11 (Over$20,000) Exhibit A The Joseph Vance Building 1402 Third Avenue, Suite 206 Seattle,WA 98101 PLANN!NG DESIGN (206) 735-7466 www.altaplanning.com Scope of Work Kent Valley Regional Trails Opportunity Study PROJECT UNDERSTANDING The Kent Valley Regional Trails Opportunity Study is a character assessment of the Green River and Interurban Trails from Tukwila to Pacific, including the cities of Kent and Auburn.The two trails traverse a variety of adjacent contexts and this study will assess existing conditions and develop connectivity and activation concept typologies that can be applied to various segments along both trails depending on adjacent and surrounding contexts. The study will provide strategies for alleviating safety concerns by users, enhancing trail connectivity and accessibility to adjacent areas, selecting appropriate trail activation/positive uses, and raising the profile of the trails for employee retention and recruitment by businesses along or near the trails. Task 01: PROJECT MANAGEMENT CONSULTANT will manage technical aspects of the study, including quality assurance and quality control, and will provide regular reports on the status of the project budget,work effort progress, and schedule. Throughout the project, there will be ongoing coordination including email,telephone calls, and written communication to keep the CLIENT apprised of progress. 1.1: Bi-Weekly Progress Calls CONSULTANT will conduct bi-weekly(every other week) conference calls with CLIENT during the course of project work efforts. The purpose of the 30-minute calls will be to discuss work efforts completed, upcoming work efforts, CLIENT and CONSULTANT deadlines and needs, and other project-related discussion items. 1.1 CONSULTANT Deliverables: • 30-minute conference call attendance &conference call setup • Attendance by up to two members of the consultant team • A total of ten (10) bi-weekly calls 1.1 CLIENT Deliverables: • Attendance at meetings • Reporting on status of CLIENT review,when applicable 1.2: Project Meetings Throughout the project, it is anticipated that CONSULTANT will require meetings for discussion with CLIENT staff. CONSULTANT will attend up to four(4) one-hour meetings. 1.2 CONSULTANT Deliverables: • Up to four(4) one-hour meetings with CLIENT staff • Up to two (2) CONSULTANT team members present at meetings • When possible, in-person meetings will be in conjunction with other project-related visits www.altaplanning.com alta Kent Valley Regional Trails Opportunity Study Page 2 PLANNING+DESIGN Scope of Work September 4, 2019 1.2 CLIENT Deliverables: • Attendance at meetings 1.3: Project Status Updates The CONSULTANT will provide monthly status update reports that will summarize work efforts completed, upcoming milestones, and deliverable progress. 1.3 CONSULTANT Deliverables: • Monthly project status report distributed to the project team 1.3 CLIENT Deliverables: • Review of monthly status report • Address CONSULTANT requests,when applicable Task 02: Stakeholder Engagement 2.1 Steering Committee A Steering Committee will be developed to assist the project team with agency and stakeholder input, review of progress reports and setting of preferences, methods and priorities. 2.1 CONSULTANT Deliverables: • Prepare for and attend up to three Steering Committee meetings: 1) Chartering and setting preferences, 2) Review of methods and priorities, 3) Review of preliminary draft deliverable. • Steering Committee briefing packages, meeting agendas, meeting summaries 2.1 CLIENT Deliverables: • Establish and invite the Steering Committee members Task 03: Existing Conditions Analysis 3.1: Existing Document Review&Summary CONSULTANT will review relevant background documents and information provided by CLIENT or readily available, to understand the context, opportunities, and challenges for potential trail connections. Documents anticipated, but not limited to, for review include: • 2016 King County Open Space Plan • City of Kent Park and Open Space Plan • Kent Valley Loop Trails Master Plan • Boeing Rock Site Plan • Green River Corridor District Regulations • City of Kent Comprehensive Plan & Land Use • Rally the Valley progress to date 3.1 CONSULTANT Deliverables: • Data-needs memo • Review of applicable documents provided by CLIENT • Brief existing document review summary www.altaplanning.com alta Kent Valley Regional Trails Opportunity Study Page 3 Scope of Work September 4, 2019 3.1 CITY Deliverables: • A list of applicable documents for CONSULTANT review • A list of roadway, transit and parks capital projects that have a trail or multi-modal component • Providing documents that are not readily available through agency website(s) • Review and confirmation of the Existing Document Review summary 3.2: Community Profile and Needs Assessment The CONSULTANT will prepare a Community Needs Assessment Map utilizing GIS data provided by CLIENT. The map will depict community demographics (where people live and work), motor vehicle traffic patterns (speeds and volumes), roadway and sidewalk characteristics, transit routes, stops & boardings, existing trails, parks, schools, public facilities, community destinations, river access points, existing trail amenities, and regional trail connection points. Additional layers, such as land use, critical areas, and utility corridors are also anticipated to be included for internal analysis. Analysis will include identification of gaps (spot, segment, barriers and high-stress connections) and opportunities for activation in the active transportation network. 3.2 CONSULTANT Deliverables: • One (1) Draft and one (1) Final Community Needs Assessment Map Final Community Needs Assessment Map • One (1) Draft and one (1) Final Day-Use Areas and Activation Opportunities Map • One (1) Draft and one (1) Final Transit Enhancement Acquisition Map • One (1) Draft and one (1) Final Gap Analysis Map 3.2 CITY Deliverables: • Review of draft maps and one (1) round of consolidated edits to CONSULTANT Task 04: Design Guidelines 4.1: Facility Types, Cross-Sections, Furnishing CONSULTANT will develop a set of facility types that are appropriate for trail facilities in the study area based on the Needs Assessment, Comprehensive Plan, CLIENT input, and site assessment visits and documentation. CONSULTANT will assemble a catalog of trail amenities to be associated with each facility and transit transfer type, including lighting, art, signing, wayfinding, including information kiosks, and will prepare an amenity matrix on how, when, and where amenities can be located. Typical conceptual layout plans and cross- sections will be prepared for each facility type. Maintenance and vegetation management practices will be outlined. Design guidelines will be consistent and integrated with other relevant planning schemes, including the KVLT and King County Regional Trails guidelines. 4.1 CONSULTANT Deliverables: • Trail access and activation point furnishing catalog • Amenity Matrix • Up to 6 recommended trail facility types • Up to 4 bus-to-trail transfer typologies • Maintenance and vegetation management practices ww:w.altaplanning.coin alta Kent Valley Regional Trails Opportunity Study Page 4 PLANNING+DESIGN Scope of Work September 4, 2019 • One round of refinement of recommended facility types • Conceptual cross-sections and plan diagrams for each facility type 4.1 CLIENT Deliverables: • One (1) round of consolidated comments regarding the recommended facility types • One (1) round of consolidated comments regarding the draft cross-sections 4.2: Lighting Analysis CONSULTANT will prepare a series of lighting alternatives and conduct a literature review of lighting practice and benefits for active transportation facilities. The lighting alternatives may incorporate the following: continuous lighting of the trail, lighting at specific locations, such as intersections, and the development of specialized lighting fixtures or features that compliment the regional trail branding and wayfinding. 4.2 CONSULTANT Deliverables: • Best practices summary guidance and alternatives for placement, design, and frequency of lighting signage, and long-term maintenance needs of lighting systems • Evaluation methodology for making a lighting cost/benefit analysis 4.2 CLIENT Deliverables: • Review of best practices summary and one (1) consolidated set of comments 4.3: Bicycle (and other mobility devices) Parking Guidelines CONSULTANT will prepare best practice design guidance for publicly accessible shared-use parking to be provided on private development sites accessing regional trails. 4.3 CONSULTANT Deliverables: • Best practices summary guidance and alternatives for placement, design, and frequency of shared-use parking 4.3 CLIENT Deliverables: • Review of best practices summary and one (1) consolidated set of comments Task 05: Conceptual Designs 5.1: Project Prioritization CONSULTANT will work with CLIENT to develop a prioritization framework to be applied to potential east/west corridors connecting to the regional trail network. The criteria developed may include cost, adjacency to public facilities, safety, proximity to destinations, and ability to serve the most users, among others. The results of the ranking can be supplemented with CLIENT input to develop short-, medium-, and long-term project prioritization. S.1 CONSULTANT Deliverables: • A list of prioritization criteria for project ranking • Prioritized list of projects based upon selected criteria S.1 CLIENT Deliverables: • Provide one (1) consolidated set of comments regarding the draft prioritization criteria www.altaplanning.com alta Kent Valley Regional Trails Opportunity Study Page 5 PLANNING+DESIGN Scope of Work September 4, 2019 Review and provide one (1) consolidated set of comments pertaining to the prioritized project list utilizing the prioritization criteria 5.2: East/West Corridor Concept Plans CLIENT will select up to 3 high-priority corridors for the development of concept plans to improve active transportation accessibility to the regional trail network. Up to three sketch alternatives will be developed for each corridor. CLIENT will select one preferred alternative for further concept development. Up to 3 sketch alternatives for up to 3 east/west connections. The prepared sketches will be completed in a way that allows them to be applicable to a variety of contexts along the length of the trail. One preferred alternative for each of three connectors. 5.2 CLIENT Deliverables: • Selection of a preferred alternative for each connection • Provide one (1) consolidated set of comments regarding the preferred alternatives 5.3: Commercial Site Concept Plans CLIENT and CONSULTANT will select up to 3 'dead space' locations and up to 3 redevelopment locations to explore as activation and access sites. CONSULTANT will develop concept plans to improve active transportation accessibility, access to the regional trail network and to restore positive use. One sketch alternative will be developed for each site. The prepared sketches will be completed in a way that allows them to be applicable to a variety of contexts along the length of the trail. 5.3 CONSULTANT Deliverables: • One sketch alternative for up to 3 'dead space' sites and up to 3 redevelopment locations, including plan, section, illustrative photos of comparable elements • Narrative outlining development strategy 5.3 CLIENT Deliverables: • Selection of sites • Provide one (1) consolidated set of comments regarding concept plans Task 06: Report Drafting 6.1: Draft Report CONSULTANT will utilize information from previous tasks to assemble the Draft Regional Trails Opportunity Study (Draft Study). The Draft Study will be a concise, public-facing document organized into the following sections: • Introduction &Context • Existing Conditions • Design Guidelines • Connections and Prioritization • Site Development Strategies wtitiwAtaplanning.com alta Kent Valley Regional Trails Opportunity Study Page 6 PLANNING+DESIGN Scope of Work September 4, 2019 The Draft Study will be provided for CLIENT review and one (1) consolidated list of comments will be provided to CONSULTANT, after which the Draft Study can be made available to the Steering Committee. 6.1 CONSULTANT Deliverables: • One (1) Draft Regional Trails Opportunity Study in electronic format • One (1) Revised Regional Trails Opportunity Study in electronic format for Steering Committee 6.1 CLIENT Deliverables: • Review of Draft Regional Trails Opportunity Study and one (1) consolidated list of comments 6.2: Final Report After Steering Committee and decision-maker input is received, CONSULTANT will meet with CLIENT staff to determine how edits should be addressed. Based on the outcome of this meeting, CONSULTANT will prepare the Final Regional Trails Opportunity Study. 6.2 CONSULTANT Deliverables: • Final Regional Trails Opportunity Study in electronic format • Final data & materials via FTP, including project GIS data, PDFs, and In-Design files and links tv,vw.altapIanning.com alta Kent Valley Regional Trails Opportunity Study Page 7 PLANNING+DESIGN Scope of Work September 4, 2019 Kent Valley Regional Trails Opportunity Study Task 1: Project Management& Meetings $5,186 Task 2: Stakeholder Engagement $4,902 Task 3: Existing Conditions Analysis $7,118 Task 4: Design Guidelines $19,048 Task 5: Conceptual Designs $12,915 Task 6: Report Drafting $5,831 Fee: $55,000 www.altaplanning.com alter Alta Planning + Design, Inc. PLANNING. �� Billing Rates - 2019 Labor Category Rate General Classifications Labor Category 1a $325 Senior Principal Labor Category I $275 Principal Labor Category 1c $250 Principal Labor Category 2 $220 Principal Labor Category 3 $215 Principal, Senior Associate Labor Category 4 $200 Principal, Senior Associate Labor Category 5 $193 Principal, Senior Associate Labor Category 6 $186 Principal, Senior Associate Labor Category 7 $180 Principal, Senior Associate Labor Category 8 $173 Senior Associate, Associate Labor Category 9 $165 Senior Associate, Associate Labor Category 10 $159 Senior Associate, Associate Labor Category 11 $152 Associate, Senior Labor Category 12 $145 Associate, Senior Labor Category 13 $135 Associate, Senior Labor Category 14 $122 Senior, Level I Labor Category 15 $112 Senior, Level I Labor Category 16 $104 Level I, Level II Labor Category 17 $90 Level 1, Level 11 Labor Category 18 $78 Administration Labor Category 19 $70 Intern Rates are presented in US Dollars(US$) and are subject to change at any time. Subconsultants and reimbursable expenses will be charged at cost+ 10% markup. Mileage will be charged at the provisional standard rate. In-house reproductions will be charged as follows: Color copies $0.65/page Black and white copies $0.20/page 24"x 36"large format plot $17.50/sheet 36"x 48"large format plot $32.50/sheet EXHIBIT B INSURANCE REQUIREMENTS FOR CONSULTANT SERVICES AGREEMENTS Insurance The Consultant shall procure and maintain forth e duration of the Agreement, insurance against claims for injuries to persons or damage to property to the extent caused by 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 and shall cover liability arising from premises, operations, independent contractors, products-completed operations, personal injury and advertising injury, and liability assumed underan insured contract. The City shall be named as an insured underthe 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. 4. Professional Liability insurance appropriate to the Consultant's profession. EXHIBIT B (Continued) 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 $2,000,000 each occurrence, $2,000,000 general aggregate and a $1,000,000 products-completed operations aggregate limit. 3. Professional Liability insurance shall be written with limits no less than $2,000,000 per claim and $2,000,000 policy aggregate limit. Umbrella or excess liability insurance may be used to supplement Consultant's policy limits to satisfy the full policy limits required by this Agreement. 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 respects 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 state that coverage shall not be cancelled by either party, except after thirty (30) days prior written notice has been given to the City. 3. The City of Kent shall be named as an additional insured on the General Liability policy 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. EXHIBIT B (Continued) 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 requirementsof the Contractor before commencement of the work. F. Subcontractors Consultant shall include all subcontractors as insureds under its policies or shall furnish separate certificates and endorsements foreach subcontractor. All coverages for subcontractors shall be subject to all of the same insurance requirements as stated herein for the Consultant. �`� CERTIFICATE OF LIABILITY INSURANCE DAT8/30/2019 Y) 08/30/2019 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. IMPORTANT: If the certificate holder is an ADDITIONAL INSURED,the policy(ies) must 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 CONTACT NAME: Parker,Smith&Feek,Inc. PHONE 425 709 3600 FAX 425-709-7460 E-MAIL 2233 112th Avenue NE (A/C No Bellevue,WA 98004 ADDRESS: INSURERS AFFORDING COVERAGE NAIC N _ INSURER A: Hartford Casualty Ins.CO. INSURED Alta Planning+Design,Inc INSURER B: Trumbull Insurance Company 711 SE Grand Ave INSURER c: Twin City Fire Ins.Co. Portland,OR 97214 INSURER D: Continental Casualty Company INSURER E: INSURER F COVERAGES CERTIFICATE NUMBER: REVISION NUMBER: THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES.LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. INSR TYPE OF INSURANCE ADDL SUBR POLICY EFF POLICY EXP LIMITS LTR POLICY NUMBER MM/DD/YYYY MM/DD/YYYY A GENERAL LIABILITY 52UUNHB2172 09/01/2019 09/01/2020 EACH OCCURRENCE $ 1,000,000 DAMAGE TO RNTED � X COMMERCIAL GENERAL LIABILITY PREMISES(EaE occurrence) $ 300,000 CLAIMS-MADE OCCUR MED EXP(Any one person) $ 10,000 ail PERSONAL&ADV INJURY $ 1,000,000 GENERAL AGGREGATE $ 2,000,000 GEN'L AGGREGATE LIMIT APPLIES PER: PRODUCTS-COMP/OP AGG $ 2,000,000 POLICY X JECT PRO X LOC $ COMBINE B AUTOMOBILE LIABILITY 52UUNHB2172 09/01/2019 09/01/2020 EeeccdeDSINGLELIMIT 1,000,000 nt)X ANY AUTO X BODILY INJURY(Per person) $ ALL OWNED SCHEDULED BODILY INJURY(Per accident) $ AUTOS AUTOS _ NON-OWNED PROPERTY DAMAGE $ HIREDAUTOS AUTOS Peraccident A UMBRELLA LIAB X OCCUR 52XHUHB1180 09/01/2019 09/01/2020 EACH OCCURRENCE $ 1,000,000 )[ EXCESS LIAB CLAIMS-MADE X AGGREGATE $ 1,000,000 DED X RETENTION$ 10,000 $ WORKERS COMPENSATION 52WEAA6IPB X WC STATU- OTH- C AND EMPLOYERS'LIABILITY Y/N 09/01/2019 09/01/2020 RY LIMITS 1,000,000 ANY PROPRIETOR/PARTNER/EXECUTIVE❑ E.L.EACH ACCIDENT $ OFFICER/MEMBER EXCLUDED? N/A — - (Mandatory in NH) E.L.DISEASE-EA EMPLOYEE $ 1,000,000 If yes,describe under 1,000,000 DESCRIPTION OF OPERATIONS below E.L.DISEASE-POLICY LIMIT $ D Professional Liability MCH114135257 09/01/2018 11/01/2019 2,000,000 DESCRIPTION OF OPERATIONS/LOCATIONS/VEHICLES (Attach ACORD 101,Additional Remarks Schedule,if more space is required) Alta Project#00-2019-213 Kent Valley,WA Regional Trails Opportunities City of Kent is an additional insured on the automobile and excess liability policies per the attached endorsements/forms... (See Attached Description) CERTIFICATE HOLDER CANCELLATION SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. City of Kent 220 Fourth Avenue South AUTHORIZED REPRESENTATIVE Kent,WA 98032 ©1988-2010 ACORD CORPORATION. All rights reserved. ACORD 25(2010/05) The ACORD name and logo are registered marks of ACORD 1 c,- 12 (KGCOO) DESCRIPTIONS (Continued from Page 1 ) Coverage is primary and non-contributory on the general liability,automobile,and excess liability policies per the attached endorsements/forms. (KGC00) Policy Number 52XHUHB1180 and the amounts so incurred, except settlement your business, or your "employees," other of claims and "suits," are not subject to the "self- than your "executive officers" (if you are an insured retention" and are payable in addition to organization other than a partnership, joint any applicable limit of insurance. venture or limited liability company) or your The "Insured" agrees to reimburse us promptly managers (if you are a limited liability for amounts paid in settlement of claims or company), but only for acts: "suits"to the extent that such amounts are within a. Within the scope of their employment by the"self-insured retention". you or while performing duties related to B. You agree to arrange for the investigation, the conduct of your business; and defense or settlement of any claim or "suit" in b. Only if such "volunteer workers" or any country where we may be prevented by law "employees" are insureds under from carrying out this agreement. We will pay "underlying insurance" with limits of defense expenses incurred with our written liability no less than stated in the consent in connection with any such claim or Schedule of Underlying Insurance "suit" in addition to any applicable limit of Policies, subject to all the coverage, insurance. We will also promptly reimburse you terms, conditions and limitations of such for our proper share, but subject to the "underlying insurance". applicable limit of insurance, of any settlement 2. Any person or organization with whom you above the "self-insured retention" made with our agreed, because of a written contract, written consent. written agreement or because of a permit C. We will have the right to associate at our issued by a state or political subdivision, to expense with the "insured" or any underlying provide insurance such as is afforded under insurer in the investigation, defense or this policy, but only with respect to your settlement of any claim or "suit" which in our operations, "your work"or facilities owned or opinion may require payment hereunder. In no used by you. event, however, will we contribute to the cost This provision does not apply: and expenses incurred by any underlying a. Unless the written contract or written insurer. agreement has been executed, or the SECTION III -WHO IS AN INSURED permit has been issued prior to the A. If you are doing business as: "bodily injury," "property damage," or 1. An individual, you and your spouse are "personal and advertising injury"; and "insureds", but only with respect to the b. Unless limits of liability specified in such conduct of a business of which you are the written contract, written agreement or sole owner. permit is greater than the limits shown 2. A partnership or joint venture, you are an for"underlying insurance"; or "insured". Your members, your partners, and c. Beyond the period of time required by their spouses are also "insureds", but only the written contract or written with respect to the conduct of your business. agreement. 3. A limited liability company, you are an 3. Any person or organization having proper "insured". Your members are also temporary custody of your property if you "insureds", but only with respect to the die, but only: conduct of your business. Your managers a. With respect to liability arising out of the are "insureds", but only with respect to their maintenance or use of that property; duties as your managers. and 4. An organization other than a partnership, b. Until your legal representative has been joint venture or limited liability company, you appointed. are an "insured". Your "executive officers" 4. Your legal representative if you die, but only and directors are "insureds", but only with with respect to his or her duties as such. respect to their duties as your officers or That representative will have all your rights directors. Your stockholders are also and duties under this policy. "insureds", but only with respect to their liability as stockholders. C. With respect to "auto", any "insured" in the 5. A trust, you are an "insured". Your trustees "underlying insurance" is an "insured" under this are also "insureds", but only with respect to insurance policy, subject to all the limitations of their duties as trustees. such "underlying insurance". D. Any organization you newly acquire or form, B. Each of the following is also an "insured": . other than a partnership, joint venture or limited 1. Your "volunteer workers" only while liability company, and over which you maintain performing duties related to the conduct of Form XL 00 03 09 16 Page 7 of 14 UM - Primary Non-Contributory - Blanket to follow from carrier 4 of 12 (KGC00) (3) Any manager, if you or the additional (3) Tenant Liability insured is a limited liability company; That is insurance purchased by you to (4) Any "executive officer" or insurance cover your liability as a tenant for manager, if you or the additional insured is "property damage" to premises rented to a corporation; you or temporarily occupied by you with (5) Any trustee, if you or the additional permission or the owner; insured is a trust; or (4) Aircraft,Auto Or Watercraft (6) Any elected or appointed official, if you or If the loss arises out of the maintenance or the additional insured is a political use of aircraft, "autos" or watercraft to the subdivision or public entity. extent not subject to Exclusion g. of This duty applies separately to you and any Section I-Coverage A- Bodily Injury And additional insured. Property Damage Liability; 3. Legal Action Against Us (5) Property damage To Borrowed No person or organization has a right under this Equipment Or Use Of Elevators Coverage Part: If the loss arises out of`property damage" to borrowed equipment or the use of a. To join us as a party or otherwise bring us elevators to the extent not subject to into a "suit" asking for damages from an Exclusion j. or Section I - Coverage A - insured;or Bodily Injury And Property Damage b. To sue us on this Coverage Part unless all of Liability; its terms have been fully complied with. (6) When You Are Added As An Additional A person or organization may sue us to recover Insured To Other Insurance on an agreed settlement or on a final judgment Any other insurance available to you against an insured; but we will not be liable for covering liability for damages arising out damages that are not payable under the terms of of the premises or operations, or products this Coverage Part or that are in excess of the and completed operations, for which you applicable limit of insurance. An agreed have been added as an additional insured settlement means a settlement and release of by that insurance; or liability signed by us, the insured and the claimant or the claimant's legal representative. (7) When You Add Others As An Additional Insured To This Insurance 4. Other Insurance Any other insurance available to an If other valid and collectible insurance is additional insured. available to the insured for a loss we cover under Coverages A or B of this Coverage Part, our However, the following provisions apply to obligations are limited as follows: other insurance available to any person or a. Prima insurance organization who is an additional insured Primary under this coverage part_ This insurance is primary except when b. (a)Primary Insurance When Required below applies. If other insurance is also By Contract primary, we will share with all that other insurance by the method described in c. This insurance is primary if you have below. agreed in a written contract or written b. Excess Insurance agreement that this insurance be primary. If other insurance is also This insurance is excess over any of the other primary, we will share with all that insurance, whether primary, excess, other insurance by the method contingent or on any other basis: described in c. below. (1) Your Work (b)Primary And Non-Contributory To That is Fire, Extended Coverage, Builder's Other Insurance When Required By Risk, Installation Risk or similar coverage Contract for"your worse': If you have agreed in a written (2) Premises Rented To You contract, written agreement. or permit That is fire, lightning or explosion that this insurance is primary and non- insurance for premises rented to you or contributory with the additional temporarily occupied by you with insureds own insurance,this insurance permission of the owner; is primary and we will not seek contribution from that other insurance. Page 16 of 21 HG 00 01 09 16 Paragraphs (a) and (b) do not apply to computation, and send us copies at such other insurance to which the additional times as we may request. insured has been added as an additional 6. Representations insured. a. When You Accept This Policy When this insurance is excess, we will have no duty under Coverages A or B to defend UY accepting this policy, you agree: the insured against any "suit" if any other (1) The statements in the Declarations are insurer has a duty to defend the insured accurate and complete; against that "suit", if no other insurer defends, (2) Those statements are based upon we will undertake to do so, but we will be representations you made to us;and entitled to the insured's rights against all those other insurers. (3) We have issued this policy in reliance upon your representations_ When this insurance is excess over other b. Unintentional Failure To Disclose Hazards insurance, we will pay only our share of the amount of the loss, if any, that exceeds the If unintentionally you should fail to disclose all sum of: hazards relating to the conduct of your (1) The total amount that all such other business that exist at the inception date of insurance would pay for the loss in the this Coverage Part we shall not deny absence of this insurance;and coverage under this Coverage Part because (2) The total of all deductible and self-insured of such failure, amounts under all that other insurance. 7. Separation Of Insureds We will share the remaining loss, it any, with Except with respect to the Limits of Insurance, any other insurance that is not described in and any rights or duties specifically assigned in this Excess Insurance provision and was not this Coverage Part to the first Named Insured, bought specifically to apply in excess of the this insurance applies Limits of Insurance shown in the Declarations a. As if each Named Insured were the only of this Coverage Part. Named Insured;and c. Method Of Sharing b. Separately to each insured against whom If all of the other insurance permits claim is made or"suit"is brought. contribution by equal shares, we will follow 8. Transfer Of Rights Of Recovery Against this method also. Under this approach each Others To Us insurer contributes equal amounts until it has a, Transfer Of Rights Of Recovery paid its applicable limit of insurance or none of the loss remains, whichever comes first. If the insured has rights to recover all or part If any of the other insurance does not permit of any payment, including Supplementary contribution by equal shares, we will Payments, we have made under this contribute by limits. Under this method, each Coverage Part, those rights are transferred to insurer's share is based on the ratio of its us. The insured must do nothing after loss to applicable limit of insurance to the total impair them. At our request, the insured will applicable limits of insurance of all insurers. bring "suit" or transfer those rights to us and 5. Premium Audit help us enforce them. a. We will compute all premiums for this b. Waiver Of Rights Of Recovery (Waiver Of Coverage Part in accordance with our rules Subrogation) and rates. If the insured has waived any rights of b. Premium shown in this Coverage Part as recovery agairst any person or organization advance premium is a deposit premium only. for all or part of any payment, including At the close of each audit period we will Supplementary Payments. we have made compute the earned premium for that period under this Coverage Part, we also waive that and send notice to the first Named Insured. right, provided the insured waived their rights The due date for audit and retrospective of recovery against such person or premiums is the date shown as the due date organization in a contract, agreement or on the bill. If the sum of the advance and permit that was executed prior to the injury or audit premiums paid for the policy period is damage. greater than the earned premium, we will 9. When We Do Not Renew return the excess to the first Named Insured. If we decide not to renew this Coverage Part, we c. The first Named Insured must keep records of will mail or deliver to the first Named Insured the information we need for premium shown in the Declarations written notice of the HIS 00 01 0916 Page 17 of 21 COMMERCIAL AUTOMOBILE HA99160312 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. COMMERCIAL AUTOMOBILE BROAD FORM ENDORSEMENT This endorsement modifies insurance provided under the following: BUSINESS AUTO COVERAGE FORM To the extent that the provisions of this endorsement provide broader benefits to the "insured" than other provisions of the Coverage Form,the provisions of this endorsement apply. 1. BROAD FORM INSURED d. Any "employee" of yours while using a A. Subsidiaries and Newly Acquired or covered "auto" you don't own, hire or Formed Organizations borrow in your business or your The Named Insured shown in the personal affairs. Declarations is amended to include: C. Lessors as Insureds (1) Any legal business entity other than a Paragraph A.1. -WHO IS AN INSURED -of partnership or joint venture,formed as a Section II - Liability Coverage is amended to subsidiary in which you have an add: ownership interest of more than 50% on e. The lessor of a covered "auto" while the the effective date of the Coverage Form. "auto" is leased to you under a written However, the Named Insured does not agreement if: include any subsidiary that is an "insured" under any other automobile (1) The agreement requires you to policy or would be an "insured" under provide direct primary insurance for such a policy but far its termination or the lessor and the exhaustion of its Limit of Insurance. (2) The"auto"is leased without a driver. (2) Any organization that is acquired or Such a leased "auto" will be considered a formed by you and over which you covered "auto" you own and not a covered maintain majority ownership. However, "auto"you hire. the Named Insured does not include any D. Additional Insured if Required by Contract newly formed or acquired organization: (a) That is a partnership or joint (1) Paragraph A.1 WHO IS AN INSURED - of Section II - Liability Coverage is venture, amended to add; (b) That is an "insured" under any other f. When you have agreed, in a written policy, contract or written agreement, that a (c) That has exhausted its Limit of person or organization be added as Insurance under any other policy, or an additional insured on your (d) 180 days or more after its business auto policy, such person or acquisition or formation by you, organization is an"insured", but only unless you have given us notice of to the extent such person or the acquisition or formation, organization is liable for 'bodily Coverage does not apply to "bodily injury' or"property damage" caused injury" or "property damage" that results by the conduct of an "insured"under from an "accident" that occurred before paragraphs a. or b. of Who Is An you formed or acquired the organization. Insured with regard to the B. Employees as Insureds ownership, maintenarce or use of a Paragraph A.I. -WHO IS AN INSURED - of covered"auto." SECTION II - LIABILITY COVERAGE is amended to add: ©2011,The Ifartford(Includes copyrighted material Form HA 9916 03 12 of ISO Properties, Inc.,with its permission.) Page 1 of 5 The insurance afforded to any such E. Primary and Non-Contributory if additional insured applies only if the Required by Contract "bodily injury" or "property damage" Only with respect to insurance provided to occurs: an additional insured in 1.D. - Additional (1) During the policy period, and Insured If Required by Contract, the (2) Subsequent to the execution of such following provisions apply: written contract, and (3) Primary Insurance When Required By (3) Prior to the expiration of the period Contract of time that the written contract This insurance is primary if you have requires such insurance be provided agreed in a written contract or written to the additional insured. agreement that this insurance be (2) How Limits Apply primary. If other insurance is also If you have agreed in a written contract primary, we will share with all that other or written agreement that another insurance by the method described in person or organization be added as an Other Insurance 5.d. additional insured on your policy, the (4) Primary And Non-Contributory To Other most we will pay on behalf of such Insurance When Required By Contract additional insured is the lesser of: If you have agreed in a written contract (a) The limits of insurance specified in or written agreement that this insurance the written contract or written is primary and non-contributory with the agreement;or additional insured's own insurance, this (b) The Limits of Insurance shown in insurance is primary and we will not seek contribution from that other the Declarations insurance. Such amount shall be a part of and not Paragraphs(3)and (4)do not apply to other in addition to Limits of Insurance shown insurance to which the additional insured in the Declarations and described in this has been added as an additional insured. Section. When this insurance is excess, we will have no (3) Additional Insureds Other Insurance duty to defend the insured against any "suit" if If we cover a claim or "suit" under this any other insurer has a duty to defend the Coverage Part that may also be covered insured against that "suit". If no other insurer by other insurance available to an defends, we will undertake to do so, but we will additional insured, such additional be entitled to the insured's rights against all insured must submit such claim or "suit" those other insurers, to the other insurer for defense and When this insurance is excess over other indemnity. insurance, we will pay only our share of the However, this provision does not apply amount of the loss, if any, that exceeds the sum to the extent that you have agreed in a of: written contract or written agreement (1) The total amount that all such other that this insurance is primary and non- insurance would pay for the loss in the contributory with the additional insured's absence of this insurance: and own insurance 4 Duties in The Event Of Accident, Claim, (2) The total of all deductible and self-insured ( ) amounts under all that other insurance. Suit or Loss We will share the remaining loss, it any, by the If you have agreed in a written contract method described in Other Insurance 5.d. or written agreement that another person or organization be added as an 2. AUTOS RENTED BY EMPLOYEES additional insured on your policy, the Any "auto" hired or rented by your "employee" additional insured shall be required to on your behalf and at your direction will be comply with the provisions in LOSS considered an"auto"you hire. CONDITIONS 2. - DUTIES IN THE The OTHER INSURANCE Condition is amended EVENT OF ACCIDENT, CLAIM SUIT by adding the following: OR LOSS OF SECTION IV - BUSINESS AUTO CONDITIONS, in the same manner as the Named Insured. C?2011,The Hartford(Includes copyrighted material Form HA 99 16 03 12 of ISO Properties, Inc., with its permission,) Page 2 of 5 If an 'employee's" personal insurance also 5. PHYSICAL DAMAGE - ADDITIONAL applies on an excess basis to a covered "auto" TEMPORARY TRANSPORTATION EXPENSE hired or rented by your "employee" on your COVERAGE behalf and at your direction, this insurance will Paragraph A_4.a. of SECTION III - PHYSICAL be primary to the "employee's" personal DAMAGE COVERAGE is amended to provide a insurance. limit of $50 per day and a maximum limit of 3. AMENDED FELLOW EMPLOYEE EXCLUSION $1.000. EXCLUSION 5. - FELLOW EMPLOYEE - of 6. LOANILEASE GAP COVERAGE SECTION II - LIABILITY COVERAGE does not Under SECTION Ili - PHYSICAL DAMAGE apply if you have workers' compensation COVERAGE, in the event of a total "loss" to a insurance in-force covering all of your covered "auto", we will pay your additional legal "employees". obligation for any difference between the actual Coverage is excess over any other collectible cash value of the "auto" at the time of the "loss" insurance. and the"outstanding balance"of the loan/lease. 4. HIRED AUTO PHYSICAL DAMAGE COVERAGE "Outstanding balance" means the amount you If hired "autos" are covered "autos" for Liability owe on the loan/lease at the time of "loss" less Coverage and if Comprehensive, Specified any amounts representing taxes; overdue Causes of Loss, or Collision coverages are paymerts; penalties, interest or charges provided under this Coverage Form for any resulting from overdue payments; additional "auto" you own, then the Physical Damage mileage charges;excess wear and tear charges; Coverages provided are extended to "autos"you lease termination fees; security deposits not hire or borrow, subject to the following limit. returned by the lessor; costs for extended warranties, credit life Insurance, health, accident The most we will pay for "loss" to any hired or disability insurance purchased with the loan or "auto"is: lease; and carry-over balances from previous (1) $100,000; loans or leases_ (2) The actual cash value of the damaged or 7. AIRBAG COVERAGE stolen property at the time of the"loss";or Under Paragraph B. EXCLUSIONS - of (3) The cost of repairing or replacing the SECTION III - PHYSICAL DAMAGE damaged or stolen property, COVERAGE,the following is added: whichever is smallest, minus a deductible. The The exclusion relating to mechanical breakdown deductible will be equal to the largest deductible does not apply to the accidental discharge of an applicable to any owned "auto" for that airbag. coverage. No deductible applies to"loss"caused 8. ELECTRONIC EQUIPMENT - BROADENED by fire or lightning. Hired Auto Physical Damage COVERAGE coverage is excess over any other collectible insurance. Subject to the above limit, deductible a. The exceptions to Paragraphs BA - and excess provisions, we will provide coverage EXCLUSIONS - of SECTION III- PHYSICAL equal to the broadest coverage applicable to any DAMAGE COVERAGE are replaced by the covered"auto"you own. following: We will also cover loss of use of the hired "auto" Exclusions 4.c. and 4.d. do not apply to if it results from an "accident", you are legally equipment designed to be operated solely liable and the lessor incurs an actual financial by use of the power from the "auto's" loss, subject to a maximum of $1000 per electrical system that, at the time of"loss "accident". is This extension of coverage does not apply to (1) Permanently installed in or upon any "auto" you hire or borrow from any of your the covered"auto"; "employees", partners (if you are a partnership), (2) Removable from a housing unit members (if you are a limited liability company), which is permanently installed in or members of their households. or upon the covered "auto (3) An integral part of the same unit housing any electronic equipment described in Paragraphs (1)and (2)above;or O 2011,The Hartford(Includes copyrighted material Form HA 99 16 03 12 of ISO Properties, Inc.,with its permission.) Page 3 of 5 (4) Necessary for the normal If another Hartford Financial Services Group, operation of the covered"auto"or Inc company policy or coverage form that is not the monitoring of the covered an automobile policy or coverage form applies to "auto's"operating system. the same"accident", the following applies: b.Section III - Version CA 00 01 03 10 of the (1) If the deductible under this Business Auto Business Auto Coverage Form, Physical Coverage Form is the smaller (or smallest) Damage Coverage, Limit of Insurance, deductible, it will be waived.- Paragraph C.2 and Version CA 00 01 10 01 of the Business Auto Coverage Form, Physical (2) If the deductible under this Business Auto Coverage Form is not the smaller (or Damage Coverage, Limit of Insurance, smallest) deductible, it will be reduced by Paragraph C are each amended to add the the amount of the smaller (or smallest) following: deductible. $1,500 is the most we will pay for"loss" in 12. AMENDED DUTIES IN THE EVENT OF any one "accident" to all electronic ACCIDENT,CLAIM,SUIT OR LOSS equipment(other than equipment designed solely for the reproduction of sound, and The requirement in LOSS CONDITIONS 2.a. - accessories used with such equipment) DUTIES IN THE EVENT OF ACCIDENT,CLAIM, that reproduces, receives or transmits SUIT OR LOSS - of SECTION IV BUSINESS audio, visual or data signals which, the AUTO CONDITIONS that you must notify us of time of"loss", is: an "accident"applies only when the "accident"is known to: (1) Permanently installed in or upon the covered "auto" in a housing, (1) You,if you are ar individual; opening or other location that is not (2) A partner, if you are a partnership; normally used by the 'auto" (3) A member, if you are a limited liability manufacturer for the installation of company: or such equipment; (4) An executive officer or insurance manager, if (2) Removable from a permanently you are a corporation. installed housing unit as described 13. UNINTENTIONAL FAILURE TO DISCLOSE in Paragraph 2.a. above or is an HAZARDS integral part of that equipment; or {3)An integral part of such equipment. If you unintentionally fail to disclose any hazards existing at the inception date of your policy, we c.For each covered "auto", should loss be limited will not deny coverage under this Coverage to electronic equipment only, our obligation to Form because of such failure. pay for, repair, return or replace damaged or 14. HIRED AUTO -COVERAGE TERRITORY stolen electronic equipment will be reduced by the applicable deductible shown in the Paragraph e. of GENERAL CONDITIONS 7. - Declarations, or $250, whichever deductible is POLICY PERIOD, COVERAGE TERRITORY - less. of SECTION IV - BUSINESS AUTO 9. EXTRA EXPENSE - BROADENED CONDITIONS is replaced by the following: COVERAGE e. For short-term hired "autos", the coverage Under Paragraph A. - COVERAGE -of SECTION territory with respect to Liability Coverage is III - PHYSICAL DAMAGE COVERAGE, we will anywhere in the world provided that if the pay for the expense of returnirg a stolen covered "insured's" responsibility to pay damages for "bodily injury" or "property damage" is "auto"to you. determined in a"suit,"the"suit" is brought in 10. GLASS REPAIR-WAIVER OF DEDUCTIBLE the United States of America, the territories Under Paragraph D. -DEDUCTIBLE- of SECTION and possessions of the United States of 111 - PHYSICAL DAMAGE COVERAGE, the America, Puerto Rico or Canada or in a following is added: settlement we agree to. No deductible applies to glass damage if the 15, WAIVER OF SUBROGATION glass is repaired rather than replaced. TRANSFER OF RIGHTS OF RECOVERY 11. TWO OR MORE DEDUCTIBLES AGAINST OTHERS TO US - of SECTION IV - Under Paragraph D.-DEDUCTIBLE- of SECTION BUSINESS AUTO CONDITIONS is amended by III - PHYSICAL DAMAGE COVERAGE, the adding the following: following is added: 2011 The Hartford(Includes copyrighted material Form HA 99 16 03 12 of ISO Properties,Inc.,with its permission.) Page 4 of 5 We waive any right of recovery we may have c.Regardless of the number of autos deemed a against any person or organization with whom total loss, the most we will pay under this you have a written contract that requires such Hybrid, Electric, or Natural Gas Vehicle waiver because or payments we make for Payment Coverage provision for any one damages under this Coverage Form. "loss'is$10,000. 16, RESULTANT MENTAL ANGUISH COVERAGE For the purposes of the coverage provision, The definition of "bodily injury" in SECTION V- a.A 'non-hybrid" auto is defined as an auto that DEFINITIONS is replaced by the following: uses only an internal combustion engine to "Bodily injury" means bodily injury, sickness or move the auto but does not include autos disease sustained by any person, including powered solely by electricity or natural gas. mental anguish or death resulting from any of b.A "hybrid" auto is defined as an auto with an these. internal combustion engine and one or more 17. EXTENDED CANCELLATION CONDITION electric motors; and that uses the internal Paragraph 2. of the COMMON POLICY combustion engine and one or more electric CONDITIONS - CANCELLATION - applies motors to move the auto, or the internal except as follows: combustion engine to charge one or more electric motors,which move the auto. If we cancel for any reason other than 19. VEHICLE WRAP COVERAGE nonpayment of premium, we will mail or deliver to the first Named Insured written notice of In the event of a total loss to an "auto"for which cancellation at least 60 days before the effective Comprehensive, Specified Causes of Loss, or date of cancellation. Collision coverages are provided under this 18. HYBRID, ELECTRIC, OR NATURAL GAS Coverage Form, then such Physical Damage VEHICLE PAYMENT COVERAGE Coverages are amended to add the following. In addition to the actual cash value of the"auto", In the event of a total loss to a "non-hybrid" auto we will pay up to $1,000 for vinyl vehicle wraps for which Comprehensive, Specified Causes of which are displayed on the covered "auto"at the Lass, or Collision coverages are provided under time of total loss. Regardless of the number of this Coverage Form, then such Physical autos deemed a total loss, the most we will pay Damage Coverages are amended as follows under this Vehicle Wrap Coverage provision for a.lf the auto is replaced with a "hybrid" auto or any one "loss" is $5,000. For purposes of this an auto powered solely by electricity or natural coverage provision, signs or other graphics gas, we will pay an additional 10%, to a painted or magnetically affixed to the vehicle are maximum of$2,500. of the "non-hybrid" auto's not considered vehicle wraps. actual cash value or replacement cost, whichever is less, b.The auto must be replaced and a copy of a bill of sale or new lease agreement received by us within 60 calendar days of the date of"loss," CC 2011, The Hartford(Includes copyrighted material Form HA 99 16 03 12 of ISO Properties, Inc.,with its permission.) Page 5 of 5 THIS PAGE IS INTENTIONALLY LEFT BLANK