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HomeMy WebLinkAboutCAG2021-246 - Original - Associated Underwater Services, Inc. - Mill Creek at 76th Ave Project Diving Crew - 05/19/2021ApprovalOriginator:Department: Date Sent:Date Required: Authorized to Sign: Director or Designee Date of Council Approval: Grant? Yes No Type:Review/Signatures/RoutingComments: Date Routed to the City Clerk’s Office:Agreement InformationVendor Name:Category: Vendor Number:Sub-Category: Project Name: Project Details: Agreement Amount: Start Date: Basis for Selection of Contractor: Termination Date: Local Business? Yes No* Business License Verification: Yes In-Process Exempt (KCC 5.01.045) If meets requirements per KCC 3.70.100, please complete “Vendor Purchase-Local Exceptions” form on Cityspace. Notice required prior to disclosure? Yes No Contract Number: Agreement Routing Form For Approvals, Signatures and Records Management This form combines & replaces the Request for Mayor’s Signature and Contract Cover Sheet forms. Visit Documents.KentWA.gov to obtain copies of all agreementsadccW22373_1_20 Budget Account Number: Budget? Yes No Dir Asst: Sup/Mgr: Dir/Dep: rev. 20210513 FOR CITY OF KENT OFFICIAL USE ONLY (Optional) * Memo to Mayor must be attached CAG2021-246 05/20/2021 Original KENT w^sRrror6{ GOODS & SERVICES AGREEMENT between the CitY of Kent and Associated Underwater Services, Inc. (AUS) THIS AGREEMENT is made by and between the City of Kent, a Washington municipal corporation (hereinafter the "City"), and Associated Underwater Services, Inc. (AUS) organized under the laws of the itate of Washington, located and doing business at 6706 NE 175th St, Unit D, Kenmore, WA 98028, Phone: (425) 487-0329, and Contact: Michael J. Eakin (hereinafter the "Vendor"). AGREEMENT I. DESCRIPTION OF WORK. The Vendor shall provide the following goods and materials and/or perform the following services for the City: The Vendor shall provide a diving crew to inspect several outfall and stormwater pipes for the Mill Creek at 76th Ave Project. For a description, see Vendor's Scope of Work which is attached as Exhibit A and incorporated by this reference' The Vendor acknowledges and understands that it is not the City's exclusive provider of these goods, materials, or services and thaf the City maintains its unqualified right to obtain these goods, materials, and services through other sources. II. TIME OF COMPLETION. Upon the effective date of this Agreement, the Vendor shall complete the work and provide all goods, materials, and services by December 30, 2022' III. COMPENSATION. The City shall pay the Vendor an amount not to exceed Nineteen Thousand, Five Hundred Dollars ($19,500), including applicable Washington State Sales Tax, for the goods, materials, and services contemplated in this Agreement. The City shall pay the Vendor the following amounts according to the following schedule: Vendor shall be paid after execution of agreement, and submittal of invoice. Card payment Program. The Vendor may elect to participate in automated credit card payments provided for by the City and its financial institution. This Program is provided as an alternative to payment GOODS & SERVICES AGREEMENT - 1 ($20,000 or Less, incl. WSST) by check and is available for the convenience of the Vendor. If the Vendor voluntarily participates in this Program, the Vendor will be solely responsible for any fees imposed by financial institutions or credit card companies. The Vendor shall not charge those fees back to the City. If the City objects to all or any portion of an invoice, it shall notify the Vendor 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. A. Defective or Unauthorized Work. The City reserves its right to withhold payment from the Vendor for any defective or unauthorized goods, materials or services. If the Vendor is unable, for any reason, to complete any part of this Agreement, the City may obtain the goods, materials or services from other sources, and the Vendor shall be liable to the City for any additional costs incurred by the City. "Additional costs" shall mean all reasonable costs, including legal costs and attorney fees, incurred by the City beyond the maximum Agreement price specified above. The City further reserves its right to deduct these additional costs incurred to complete this Agreement with other sources, from any and all amounts due or to become due the Vendor. B. Final Payment: Waiver of Claims. VENDOR'S ACCEPTANCE OF FINAL PAYMENT SHALL CONSTITUTE A WAIVER OF CLAIMS, EXCEPT THOSE PREVIOUSLY AND PROPERLY MADE AND IDENTIFIED BY VENDOR AS UNSETTLED AT THE TIME REQUEST FOR FINAL PAYMENT IS MADE. 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 Vendor 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 Vendor maintains and pays for its own place of business from which the Vendor's services under this Agreement will be performed. C. The Vendor has an established and independent business that is eligible for a business deduction for federal income tax purposes that existed before the City retained the Vendor's services, or the Vendor is engaged in an independently established trade, occupation, profession, or business of the same nature as that involved under this Agreement. D. The Vendor 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 Vendor has registered its business and established an account with the state Department of Revenue and other state agencies as may be required by the Vendor's business, and has obtained a Unified Business Identifier (UBI) number from the State of Washington. F. The Vendor 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. VI. CHANGES. The City may issue a written amendment for any change in the goods, materials or services to be provided during the performance of this Agreement. If the Vendor determines, for any reason, that an amendment is necessary, the Vendor must submit a written amendment request to the GOODS & SERVICES AGREEMENT - 2 ($20,000 or Less, including WSST) person listed in the notice provision section of this Agreement, Section XV(D), within fourteen (14) calendar days of the date the Vendor knew or should have known of the facts and events giving rise to the requested change. If the City determines that the change increases or decreases the Vendor's costs or time for performance, the City will make an equitable adjustment. The City will attempt, in good faith, to reach agreement with the Vendor on all equitable adjustments. However, if the parties are unable to agree, the City will determine the equitable adjustment as it deems appropriate. The Vendor shall proceed with the amended work upon receiving either a written amendment from the City or an oral order from the City before actually receiving the written amendment. If the Vendor fails to require an amendment within the time allowed, the Vendor waives its right to make any claim or submit subsequent amendment requests for that portion of the contract work. If the Vendor disagrees with the equitable adjustment, the Vendor must complete the amended work; however, the Vendor may elect to protest the adjustment as provided in subsections A through E of Section VIII, Claims, below. The Vendor accepts all requirements of an amendment by: (1) endorsing it, (2) writing a separate acceptance, or (3) not protesting in the way this section provides. An amendment that is accepted by the Vendor as provided in this section shall constitute full payment and final settlement of all claims for contract time and for direct, indirect and consequential costs, including costs of delays related to any work, either covered or affected by the change. VII. FORCE MAJEURE. Neither party shall be liable to the other for breach due to delay or failure in performance resulting from acts of God, acts of war or of the public enemy, riots, pandemic, fire, flood, or other natural disaster or acts of government ("force majeure event"). Performance that is prevented or delayed due to a force majeure event shall not result in liability to the delayed party. Both parties represent to the other that at the time of signing this Agreement, they are able to perform as required and their performance will not be prevented, hindered, or delayed by the current COVID-19 pandemic, any existing state or national declarations of emergency, or any current social distancing restrictions or personal protective equipment requirements that may be required under federal, state, or local law in response to the current pandemic. If any future performance is prevented or delayed by a force majeure event, the party whose performance is prevented or delayed shall promptly notify the other party of the existence and nature of the force majeure event causing the prevention or delay in performance. Any excuse from liability shall be effective only to the extent and duration of the force majeure event causing the prevention or delay in performance and, provided, that the party prevented or delayed has not caused such event to occur and continues to use diligent, good faith efforts to avoid the effects of such event and to perform the obligation. Notwithstanding other provisions of this section, the Vendor shall not be entitled to, and the City shall not be liable for, the payment of any part of the contract price during a force majeure event, or any costs, losses, expenses, damages, or delay costs incurred by the Vendor due to a force majeure event. Performance that is more costly due to a force majeure event is not included within the scope of this Force Majeure provision. If a force majeure event occurs, the City may direct the Vendor to restart any work or performance that may have ceased, to change the work, or to take other action to secure the work or the project site during the force majeure event. The cost to restart, change, or secure the work or project site arising from a direction by the City under this clause will be dealt with as a change order, except to the extent that the loss or damage has been caused or exacerbated by the failure of the Vendor to fulfill its obligations under this Agreement. Except as expressly contemplated by this section, all other costs will be borne by the Vendor. VIII. CLAIMS. If the Vendor disagrees with anything required by an amendment, another written order, or an oral order from the City, including any direction, instruction, interpretation, or determination by the City, the Vendor may file a claim as provided in this section. The Vendor shall give written notice to the City of all claims within fourteen (14) calendar days of the occurrence of the events giving rise to the claims, or within fourteen (14) calendar days of the date the Vendor knew or should have known of the facts or events giving rise to the claim, whichever occurs first. Any claim for damages, additional payment for any reason, or extension of time, whether under this Agreement or otherwise, shall be conclusively deemed GOODS & SERVICES AGREEMENT - 3 ($20,000 or Less, including WSST) to have been waived by the Vendor unless a timely written claim is made in strict accordance with the applicable provisions of this Agreement. At a minimum, a Vendor's written claim shall include the information set forth in subsections A, items 1 through 5 below. FAILURE TO PROVIDE A COMPLETE, WRITTEN NOTIFICATION OF CLAIM WITHIN THE TIME ALLOWED SHALL BE AN ABSOLUTE WAIVER OF ANY CLAIMS ARISING IN ANY WAY FROM THE FACTS OR EVENTS SURROUNDING THAT CLAIM OR CAUSED BY THAT DELAY. A. Notice of Claim. Provide a signed written notice of claim that provides the following information: 1. The date of the Vendor's claim; 2. The nature and circumstances that caused the claim; 3. The provisions in this Agreement that support the claim; 4. The estimated dollar cost, if any, of the claimed work and how that estimate was determined; and 5. An analysis of the progress schedule showing the schedule change or disruption if the Vendor is asserting a schedule change or disruption. B. Records. The Vendor shall keep complete records of extra costs and time incurred as a result of the asserted events giving rise to the claim. The City shall have access to any of the Vendor's records needed for evaluating the protest. The City will evaluate all claims, provided the procedures in this section are followed. If the City determines that a claim is valid, the City will adjust payment for work or time by an equitable adjustment. No adjustment will be made for an invalid protest. C. Vendor's Dutv to Comi-:lete Protested Work. In spite of any claim, the Vendor shall proceed promptly to provide the goods, materials and services required by the City under this Agreement. D. Failure to Protest Constitutes Waiver. By not protesting as this section provides, the Vendor also waives any additional entitlement and accepts from the City any written or oral order (including directions, instructions, interpretations, and determination). E. Failure to Follow Procedures Constitutes Waiver. By failing to follow the procedures of this section, the Vendor completely waives any claims for protested work and accepts from the City any written or oral order (including directions, instructions, interpretations, and determination). IX. LIMITATION OF ACTIONS. VENDOR MUST, IN ANY EVENT, FILE ANY LAWSUIT ARISING FROM OR CONNECTED WITH THIS AGREEMENT WITHIN 120 CALENDAR DAYS FROM THE DATE THE CONTRACT WORK IS COMPLETE OR VENDOR'S ABILITY TO FILE THAT SUIT SHALL BE FOREVER BARRED. THIS SECTION FURTHER LIMITS ANY APPLICABLE STATUTORY LIMITATIONS PERIOD. X. WARRANTY. The Vendor warrants that it will faithfully and satisfactorily perform all work provided under this Agreement in accordance with the provisions of this Agreement. In addition to any other warranty provided for at law or herein, this Agreement is additionally subject to all warranty provisions established under the Uniform Commercial Code, Title 62A, Revised Code of Washington. The Vendor warrants goods are merchantable, are fit for the particular purpose for which they were obtained, and will perform in accordance with their specifications and the Vendor's representations to City. The Vendor shall promptly correct all defects in workmanship and materials: (1) when the Vendor knows or should have known of the defect, or (2) upon the Vendor's receipt of notification from the City of the existence or discovery of the defect. In the event any part of the goods are repaired, only original replacement parts shall be used —rebuilt or used parts will not be acceptable. When defects are corrected, the warranty for GOODS & SERVICES AGREEMENT - 4 ($20,000 or Less, including WSST) that portion of the work shall extend for an additional year beyond the original warranty period applicable to the overall work. The Vendor shall begin to correct any defects within seven (7) calendar days of its receipt of notice from the City of the defect. If the Vendor does not accomplish the corrections within a reasonable time as determined by the City, the City may complete the corrections and the Vendor shall pay all costs incurred by the City in order to accomplish the correction. XI. DISCRIMINATION. In the hiring of employees for the performance of work under this Agreement or any sub -contract, the Vendor, its sub -contractors, or any person acting on behalf of the Vendor or sub -contractor 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. The Vendor 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. XII. INDEMNIFICATION. The Vendor shall defend, indemnify and hold the City, its officers, officials, employees, agents and volunteers harmless from any and all claims, injuries, damages, losses or suits, including all legal costs and attorney fees, arising out of or in connection with the Vendor'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 the Vendor's work when completed shall not be grounds to avoid any of these covenants of indemnification. IT IS FURTHER SPECIFICALLY AND EXPRESSLY UNDERSTOOD THAT THE INDEMNIFICATION PROVIDED HEREIN CONSTITUTES THE VENDOR'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 the Vendor 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 Vendor's part, then the Vendor 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 Vendor's part. The provisions of this section shall survive the expiration or termination of this Agreement. XIII. INSURANCE. The Vendor 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. XIV. WORK PERFORMED AT VENDOR'S RISK. The Vendor 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 the Vendor's own risk, and the Vendor shall be responsible for any loss of or damage to materials, tools, or other articles used or held for use in connection with the work. XV. 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. GOODS & SERVICES AGREEMENT - 5 ($20,000 or Less, including WSST) 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 XII 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 the Vendor. 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 Vendor agrees to comply with all federal, state, and municipal laws, rules, and regulations that are now effective or in the future become applicable to the Vendor'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 Vendor 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 Vendor 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. GOODS & SERVICES AGREEMENT - 6 ($20,000 or Less, including WSST) VENDORT By: Print Nam Its DATE CITY OF KENT: By Print Name Its: Chad Bieren, P.E. Public Works Director DATE:q/q /zt 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. Asgdated undercEr seruEes, Inc, (AUs) - Mlll creek @ 766 Ave GOODS & SERVICES AGREEMENT - 7 ($20,000 or Less, including WSST) NOTICES TO BE SENT TO: VENDOR: Michael J. Eakin Associated Underwater Services, Inc, (AUS) 6706 NE 175th St. Unit D Kenmore, WA 98028 (425) 487 -0329 (telephone) N/A (facsimile) NOTICES TO BE SENT TO: CITY OF KENT: Chad Bieren, P.E. City of Kent 220 Fourth Avenue South Kent, WA 98032 (253) 856-5500 (telephone) (253) 856-6500 (facsim ile) ATTEST: Kent City Clerk 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. S. 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. B Y� For:fi-�(OZiQ -ICI EjJ Wkv 0 , of c' . Title: [ �- � 1 •— Date: _ �v Ai EEO COMPLIANCE DOCUMENTS - 1 of 3 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 of 3 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 Kent. (date), between the firm I represent and the City of 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 of 3 Exhibit A Tuesday, May 4, 2021 City of Kent Re: Outfall / Pipe Inspections. Associated Underwater Services (AUS) is pleased to provide you with the following proposal for Outfall / Pipe Inspections. AUS will provide a three -to -five -person (OSHA, WISHA and ADCI Approved) surface supplied, air, commercial diving crew with all necessary diving equipment to inspect several of the City of Kent outfall pipes and stormwater pipes. AUS will use a three person crew for all dives with no penetration and a five person crew for all dives that involve penetration dives. All work will be done at the direction of the City of Kent. Pricing: as on TOW o e ana 10emobe mobe and emabe-= r—e an equipmen o an rom et)uu.uu jobsite — per trip Hours 4 Hours — LaWrand Equipment, Three Person Crew — Monday thru Friday ours f6 Hours — Labor anU-Fq­u—ipment Three Person Crew — Monday thru Friday $ 3,1130.00 Hours 8 Hours — Labor and Equipment. Three Person Crew — Monday thru Friday Hours 10 Hours — Labor and Equipment, Three Person Crew — Monday thru Friday Hours ours --a or an gwpmen Five Person Crew (two divers simultaneously) , Monday thru Friday , Hours oT;ours —or and Equipment Five Person Crew (two divers simultaneously) Monday thru Friday ours ours —Labor an gwpmen1 , Five Person Crew (two divers simultaneously) Monday thru Friday ours or ana quipment , Five Person Crew (two divers simultaneously) Monday thru Friday Estimated Schedule: TBD by City of Kent includes: All diving related diving submittals (Dive plan, AHA/]HA an EMP) • Shop mobilization and demobilization Three to Five person, OSHA / WISHA / ADCI Approved, surface,supplied air diving crew All surface supplied air diving equipment (compressors, hoses, HP air, filters, volume tanks and topside communications) Associated Underwater Services, Inc. o Spokane 509.533.6500 a Kenmore 425.487.0329 0 www.ausdbdng.com • Crew vehicle(s) • Underwater Video — Digital, color, recordable in DVD or USB format • Wells Cargo Dive Control Station • Sufficient fuel for the job • All required diving safety equipment Federally Required - USLH /Jones Act workers compensation insurances for work on navigational waterways • Prevailing Wages — Intents and Affidavits • Penetration pay for the divers (as required) Excludes: Traffic Control All Permanent Materials (unless specifically quoted) • Sanitary Facilities • Environmental Controls (TESC, booms, curtains, containment(s), fences and plans) Turbidity monitoring and controls Marine mammal and endangered species monitoring • Bonding (bid, performance & payment) o If required, please add 1.25% to aggregate contract sum Builders Risk, Railroad and Airplane Insurances • Professional Liability / Errors and Omissions Insurances over 1M per occurrence Pollution Insurances over 3M per occurrence, 6M aggregate • Engineering Surveying (PLS) and Layouts • Permitting Utility Locates • Special Inspections and Testing • Subsurface Obstructions (rock, debris, cobbles, garbage, hard packed sand and clays, ect...) Sales Taxes, Tariffs and Fees Liquidated Damages • Jobsite illumination (for work prior to sunrise and at dusk / night) • Crane(s), Rigging, Signaling, Load Handling, Manlift and Manbasket(s) Disposal of Debris and Used Construction Materials Site Access (City of Kent to provide safe access to and from the jobsite — unless specifically quoted) Notes: • Pricing is based on Terms — Net 30 upon receipt, 1.5% (18% APR) on invoices over 30 days • Proposal is based upon a mutually agreeable contract • Consumables at Cost + 10% (underwater burning consumables, i.e., Bmco rods and oxygen) • This proposal is to become part of the contract and be attached via exhibit or addendum, NO exceptions • Pricing is good for 60 days from the date of proposal and if acceptance is not given within this timeframe this proposal shall become null and void • This is a time and materials quote, actual hours may vary from estimated • Time and material quotes will be billed at a minimum of four hours, anything over four hours will be billed in two hour increments up to eight hours and then hourly thereafter. • Standard work days are Monday thru Friday and shall be restricted between the hours of 05:00 and 18:00, NO Weekends and or Holidays, unless specifically quoted Associated Underwater Services, Inc. • Spokane 509.533.6500 # Kenmore 425A87.0329 0 www.ausdtylnu.co�s • Water depth is assumed to be less than 30 feet of sea/fresh water, tides inclusive, if any Unless otherwise noted one diver will be allowed wet in a 4 to 6-hour period, two divers wet in an 8 to 10 hour period and three divers wet in a 12 hour period. • Additional work not listed above will be performed on a time and materials basis, please ask for time and material rates, if not provided Diving and decompression will be in accordance with the US Navy Dive Manual, Revision 7 All diving will be performed in accordance to the following regulations, when applicable: Washington -WAC 296-37; OR -OSHA 1910, Subpart T; Federal OSHA 1910, Subpart T; Cal OSHA Subchapter 7, Group 26, Article 153; Association of Diving Contractors International — Consensus Standards, Revision 6.2; USACE Projects, EM-385-1-1; USBR RSHS Section 29; Associated Underwater Services — Safety and Health Manual, Revision 2018 All diving operations will be performed pursuant to the local union regulations Call outs after 17:00 PST will be billed at time and a half • Work performed over 8 hours will be require subsistence and lodging for and overnights stay if more than 90 miles from main office or if ferry transport is needed • CONFIDENTIALITY — This proposal may contain protected information pertaining to sensitive, financial, commercial, or proprietary business information and/or the security of AUS. Except by parties designated by AUS in writing this proposal or any information contained herein shall not be forwarded, copied, faxed, emailed or transferred to any party other than the designated party. Thank you for the opportunity to be of service. Please feel free to contact me 24/7/365 at the below listed number should you have any questions and or comments. Regards, Michael J. Eakin Sr. Estimator / Business Development michael0 usdivina.com 206-948-3942 (M) CERTIFICATIONS: National WOSB (Woman Owned Small Business) — WOSB191544 National WBE (Woman Business Enterprise) — WBE1901934 California State Clearinghouse (WBE) — VON#19001120 Washington State - Disadvantaged Business Enterprise (DBE) — D2F0024066 Washington State — Woman Business Enterprise (WBE) — W2F0024066 Associated Underwater Services, Inc. 0 Spokane 509.533.6500 • Kenmore 425.487.0329 a www.ausdivina.com EXHIBIT B 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 and shall cover liability arising from premises, operations, independent contractors, products -completed operations, personal injury and advertising injury, and liability assumed under an insured contract. The City shall be named as an 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. 4. Professional Liability insurance appropriate to the Consultant's profession. 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 $1,000,000 products -completed operations aggregate limit. EXHIBIT B (Continued) 3. Professional Liability insurance shall be written with limits no less Emn$sooqeo0per claim and $4oospg€ policy aggregate limit I t tJaat, 0<)A l l txtu, trlsC. Other Insurance Provisions C8 The insurance policies are to contain, or be endorsed to contain,.the following provisions for Automobile Liability and Commercial General Liability insu ra nce: 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 thifty (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 niming the City as additional insured shall be attached to the CertifiCate of Insurance. The City reserves the right to receive.a @quiredinsurancepolicies.TheConsultant,s Commercia'l General Liability insurance shall also contain a clause stating that coverage shall apply separately to each insured against whom claim is mad-e 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 A:ViI. 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 additionat ihsured endorsement, evidencing the insurance requirements of 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 for each subcontractor. All coverages for subcontractors shall be subject to all of the same insurance requirements as stated herein for the Consultant. ANY PROPRIETOR/PARTNER/EXECUTIVE OFFICER/MEMBER EXCLUDED? INSR ADDL SUBR LTR INSD WVD PRODUCER CONTACT NAME: FAXPHONE (A/C, No):(A/C, No, Ext): E-MAIL ADDRESS: INSURER A : INSURED INSURER B : INSURER C : INSURER D : INSURER E : INSURER F : POLICY NUMBER POLICY EFF POLICY EXPTYPE OF INSURANCE LIMITS(MM/DD/YYYY)(MM/DD/YYYY) AUTOMOBILE LIABILITY UMBRELLA LIAB EXCESS LIAB WORKERS COMPENSATION AND EMPLOYERS' LIABILITY DESCRIPTION OF OPERATIONS / LOCATIONS / VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached if more space is required) AUTHORIZED REPRESENTATIVE EACH OCCURRENCE $ DAMAGE TO RENTEDCLAIMS-MADE OCCUR $PREMISES (Ea occurrence) MED EXP (Any one person)$ PERSONAL & ADV INJURY $ GEN'L AGGREGATE LIMIT APPLIES PER:GENERAL AGGREGATE $ PRO-POLICY LOC PRODUCTS - COMP/OP AGGJECT OTHER:$ COMBINED SINGLE LIMIT $(Ea accident) ANY AUTO BODILY INJURY (Per person)$ OWNED SCHEDULED BODILY INJURY (Per accident)$AUTOS ONLY AUTOS HIRED NON-OWNED PROPERTY DAMAGE $AUTOS ONLY AUTOS ONLY (Per accident) $ OCCUR EACH OCCURRENCE CLAIMS-MADE AGGREGATE $ DED RETENTION $ PER OTH- STATUTE ER E.L. EACH ACCIDENT E.L. DISEASE - EA EMPLOYEE $ If yes, describe under E.L. DISEASE - POLICY LIMITDESCRIPTION OF OPERATIONS below INSURER(S) AFFORDING COVERAGE NAIC # COMMERCIAL GENERAL LIABILITY Y / N N / A (Mandatory in NH) SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. 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. THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must have ADDITIONAL INSURED provisions or be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). COVERAGES CERTIFICATE NUMBER:REVISION NUMBER: CERTIFICATE HOLDER CANCELLATION © 1988-2015 ACORD CORPORATION. All rights reserved.ACORD 25 (2016/03) CERTIFICATE OF LIABILITY INSURANCE DATE (MM/DD/YYYY) $ $ $ $ $ The ACORD name and logo are registered marks of ACORD 5/19/2021 (619) 238-1828 42307 Associated Underwater Services, Inc. 3901 E. Ferry Spokane, WA 99202 25682 26832 00000 A 1,000,000 SE20LIA00329002 12/31/2020 12/31/2021 50,000 Marine General 5,000 Liability 1,000,000 2,000,000 1,000,000 WA STOP GAP 1,000,000 1,000,000B BA9H486258 12/31/2020 12/31/2021 4,000,000A SE20LIA00329003 12/31/2020 12/31/2021 4,000,000 C WC409245206 12/31/2020 12/31/2021 1,000,000 1,000,000 1,000,000 D Professional Liab.HPL210224 4/8/2021 Each Claim 1,000,000 The General Liability policy contains “blanket” Additional Insured, Waiver of Subrogation and Primary and Non-Contributory wording endorsement(s), which subject always to policy terms, conditions and exclusions provide such status to person(s) or organizations(s) when required by a written contract with the Named Insured, per the attached attached endorsement(s). The Auto Liability policy contains “blanket” Additional Insured and Waiver of Subrogation wording endorsement(s), which subject always to policy terms, conditions and exclusions provide such status to person(s) or organizations(s) when required by a written contract with the Named Insured, per the attached attached endorsement(s). City of Kent 220 Fourth Avenue South Kent, WA 98032 ASSOUND-01 TNEMMERT Alliant Insurance Services, Inc. 3850 N Causeway Blvd Suite 1150 Metairie, LA 70002 Navigators Insurance Company Travelers Indemnity Company of Connecticut Great American Alliance Insurance Company Lloyd's of London X 4/8/2022 X X X X X X X X X Associated Underwater Services, Inc. Effective: December 31, 2020 Policy No. SE20LIA00329002 ENDORSEMENT NO. 1 ATTACHED TO AND FORMING PART OF POLICY NO.: SE20LIA00329002 OF THE: Companies Named Herein ISSUED TO: Associated Underwater Services, Inc. EFFECTIVE: December 31, 2020 (12:01 a.m.) LST ADDITIONAL ASSURED The Assured identified above (herein, “Principal Insured”) is authorized to add others as Additional Insureds on this policy subject strictly to the following terms and conditions: 1. The requirement to name the Additional Insured on this policy must be set forth in a written agreement between the Principal Insured and the Additional Insured (herein, “underlying agreement”), with the effective date of such status to be the date of actual execution of the underlying agreement or as set forth in the underlying agreement, whichever is later. 2. The Additional Insured shall be subject to all policy terms and conditions, including but not limited to coverage, limitations upon coverage, exclusions and policy limits (herein, “policy terms and conditions”) as well as the further policy terms and conditions set forth in this endorsement. 3. The scope of coverage afforded to the Additional Insured shall be only to the minimum extent required and as limited by the underlying agreement, and subject to any further applicable terms and conditions in such underlying agreement, but no broader than policy terms and conditions and as limited by the further policy terms and conditions set forth in this endorsement. Further, the scope of coverage afforded to the Additional Insured shall only be to the extent permitted or otherwise limited by law. 4. Coverage under this policy is extended to the Additional Insured only for the acts or omissions of the Principal Insured or those acting directly on its behalf arising out of or relating to the operations of the Principal Insured pursuant to the underlying agreement. There is no coverage under this policy for the Additional Insured for its separate acts or omissions or those acting on its behalf or for the separate operations of the Additional Insured. 5. Notwithstanding policy terms and conditions, no contractual liability of the Additional Insured is covered by this policy. 6. Regardless of the number of insureds, whether Named, Principal, Additional or otherwise, the policy limits identified on the Declarations Page are singular and joint, not multiple or separate for each Insured. 7. The Additional Insured shall have such status on this policy only for the term of this policy, the term of the underlying agreement, the duration of the operations of the Principal Insured or as set forth in the underlying agreement, whichever is less or shorter, and Additional Insured status shall terminate immediately upon termination of the underlying agreement for any reason, including said underlying agreement being declared null and void and/or unenforceable. Further, no coverage is afforded an Additional Insured under this policy for bodily injury or property damage occurring after all work, including materials, parts or equipment in connection with Associated Underwater Services, Inc. Effective: December 31, 2020 Policy No. SE20LIA00329002 such work, associated with operations of the Principal Insured, has been completed or the Principal Insured’s work has initially been put to its intended use. Notwithstanding the underlying agreement, this policy does not guarantee the work, completion or performance of any work agreed to in such underlying agreement. 8. When the Assured is a partner or member of a Joint Venture or Partnership, this policy will only respond for liabilities insured hereunder subject to all other terms and conditions of this policy, for an amount not exceeding the Assureds participation in such partnership or joint venture unless the Partnership or Joint Venture is named on this policy. This Clause extended to grant permission to waive subrogation as required by contract. All other terms, conditions, limitations and exclusions remain unchanged. Associated Underwater Services, Inc. Effective: December 31, 2020 Policy No. SE20LIA00329002 ENDORSEMENT NO. 2 ATTACHED TO AND FORMING PART OF POLICY NO.: SE20LIA00329002 OF THE: Companies Named Herein ISSUED TO: Associated Underwater Services, Inc. EFFECTIVE: December 31, 2020 (12:01 a.m.) LST PRIMARY AND NON-CONTRIBUTORY INSURANCE ENDORSEMENT It is agreed that to the extent that the Named Assured is obligated by contract, this policy shall be the principal coverage as respects the liabilities of the Named Assured and any other insurance carried by an Additional Assured shall not be contributory as respects the liabilities of the Named Assured, but only with respect to operations performed by or on behalf of the Named Assured or to the facilities of or used by the Named Assured. All other terms, conditions, limitations and exclusions remain unchanged. COMMERCIAL AUTO This endorsement modifies insurance provided under the following: BUSINESS AUTO COVERAGE FORM CA T4 20 02 15 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. AUTO COVERAGE PLUS ENDORSEMENT Page 1 of 3© 2015 The Travelers Indemnity Company. All rights reserved. Includes copyrighted material of Insurance Services Office, Inc. with its permission. GENERAL DESCRIPTION OF COVERAGE – This endorsement broadens coverage. However, coverage for any injury, damage or medical expenses described in any of the provisions of this endorsement may be excluded or limited by another endorsement to the Coverage Part, and these coverage broadening provisions do not apply to the extent that coverage is excluded or limited by such an endorsement. The following listing is a general cover- age description only. Limitations and exclusions may apply to these coverages. Read all the provisions of thi s en- dorsement and the rest of your policy carefully to determine rights, duties, and what is and is not covered. A.BLANKET ADDITIONAL INSURED B.EMPLOYEE HIRED AUTO C.EMPLOYEES AS INSURED D.SUPPLEMENTARY PAYMENTS – INCREASED LIMITS E.TRAILERS – INCREASED LOAD CAPACITY F.HIRED AUTO PHYSICAL DAMAGE G.PHYSICAL DAMAGE – TRANSPORTATION EXPENSES – INCREASED LIMIT A.BLANKET ADDITIONAL INSURED The following is added to Paragraph A.1., Who Is An Insured , of SECTION II – COVERED AUTOS LIABILITY COVERAGE : Any person or organization who is required under a written contract or agreement between you and that person or organization, that is signed and executed by you before the "bodily injury" or "property damage" occurs and that is in effect during the policy period, to be named as an addi- tional insured is an "insured" for Covered Autos Liability Coverage, but only for damages to which this insurance applies and only to the extent that person or organization qualifies as an "insured" under the Who Is An Insured provision contained in Section II. B.EMPLOYEE HIRED AUTO 1.The following is added to Paragraph A.1., Who Is An Insured, of SECTION II – COV- ERED AUTOS LIABILITY COVERAGE : An "employee" of yours is an "insured" while operating a covered "auto" hired or rented under a contract or agreement in an "em- ployee's" name, with your permission, while performing duties related to the conduct of your business. 2. The following replaces Paragraph b. in B.5., Other Insurance , of SECTION IV – BUSI- NESS AUTO CONDITIONS : b.For Hired Auto Physical Damage Cover- age, the following are deemed to be cov- ered "autos" you own: (1)Any covered "auto" you lease, hire, rent or borrow; and (2)Any covered "auto" hired or rented by your "employee" under a contract in an "employee's" name, with your permission, while performing duties related to the conduct of your busi- ness. However, any "auto" that is leased, hired, rented or borrowed with a driver is not a covered "auto". C.EMPLOYEES AS INSURED The following is added to Paragraph A.1., Who Is An Insured, of SECTION II – COVERED AUTOS LIABILITY COVERAGE : H.AUDIO, VISUAL AND DATA ELECTRONIC EQUIPMENT – INCREASED LIMIT I.WAIVER OF DEDUCTIBLE – GLASS J.PERSONAL PROPERTY K.AIRBAGS L.AUTO LOAN LEASE GAP M.BLANKET WAIVER OF SUBROGATION COMMERCIAL AUTO CA T4 20 02 15Page 2 of 3 © 2015 The Travelers Indemnity Company. All rights reserved. Includes copyrighted material of Insurance Services Office, Inc. with its permission. Any "employee" of yours is an "insured" while us- ing a covered "auto" you don't own, hire or borrow in your business or your personal affairs. D.SUPPLEMENTARY PAYMENTS – INCREASED LIMITS 1.The following replaces Paragraph A.2.a.(2) of SECTION II – COVERED AUTOS LIABILITY COVERAGE: (2)Up to $3,000 for cost of bail bonds (in- cluding bonds for related traffic law viola- tions) required because of an "accident" we cover. We do not have to furnish these bonds. 2.The following replaces Paragraph A.2.a.(4) of SECTION II – COVERED AUTOS LIABILITY COVERAGE: (4)All reasonable expenses incurred by the "insured" at our request, including actual loss of earnings up to $500 a day be- cause of time off from work. E.TRAILERS – INCREASED LOAD CAPACITY The following replaces Paragraph C.1. of SEC- TION I – COVERED AUTOS : 1."Trailers" with a load capacity of 3,000 pounds or less designed primarily for travel on public roads. F.HIRED AUTO PHYSICAL DAMAGE The following is added to Paragraph A.4., Cover- age Extensions , of SECTION III – PHYSICAL DAMAGE COVERAGE: Hired Auto Physical Damage Coverage If hired "autos" are covered "autos" for Covered Autos Liability Coverage but not covered "autos" for Physical Damage Coverage, and this policy also provides Physical Damage Coverage for an owned "auto", then the Physical Damage Cover- age is extended to "autos" that you hire, rent or borrow subject to the following: (1)The most we will pay for "loss" to any one "auto" that you hire, rent or borrow is the lesser of: (a)$50,000; (b)The actual cash value of the damaged or stolen property as of the time of the "loss"; or (c)The cost of repairing or replacing the damaged or stolen property with other property of like kind and quality. (2)An adjustment for depreciation and physical condition will be made in determining actual cash value in the event of a total "loss". (3)If a repair or replacement results in bett er than like kind or quality, we will not pay for the amount of betterment. (4)A deductible equal to the highest Physical Damage deductible applicable to any owned covered "auto". (5)This Coverage Extension does not apply to: (a)Any "auto" that is hired, rented or bor- rowed with a driver; or (b)Any "auto" that is hired, rented or bor- rowed from your "employee". G.PHYSICAL DAMAGE – TRANSPORTATION EXPENSES – INCREASED LIMIT The following replaces the first sentence in Para- graph A.4.a., Transportation Expenses , of SECTION III – PHYSICAL DAMAGE COVER- AGE: We will pay up to $50 per day to a maximum of $1,500 for temporary transportation expense in- curred by you because of the total theft of a cov- ered "auto" of the private passenger type. H.AUDIO, VISUAL AND DATA ELECTRONIC EQUIPMENT – INCREASED LIMIT Paragraph C.1.b. of SECTION III – PHYSICAL DAMAGE COVERAGE is deleted. I.WAIVER OF DEDUCTIBLE – GLASS The following is added to Paragraph D., Deducti- ble, of SECTION III – PHYSICAL DAMAGE COVERAGE: No deductible for a covered "auto" will apply to glass damage if the glass is repaired rather than replaced. J.PERSONAL PROPERTY The following is added to Paragraph A.4., Cover- age Extensions , of SECTION III – PHYSICAL DAMAGE COVERAGE: Personal Property Coverage We will pay up to $400 for "loss" to wearing ap- parel and other personal property which is: (1)Owned by an "insured"; and (2)In or on your covered "auto". This coverage only applies in the event of a total theft of your covered "auto". No deductibles apply to Personal Property cover- age. COMMERCIAL AUTO CA T4 20 02 15 © 2015 The Travelers Indemnity Company. All rights reserved. Includes copyrighted material of Insurance Services Office, Inc. with its permission. Page 3 of 3 K.AIRBAGS The following is added to Paragraph B.3., Exclu- sions , of SECTION III – PHYSICAL DAMAGE COVERAGE: Exclusion 3.a. does not apply to "loss" to one or more airbags in a covered "auto" you own that in- flate due to a cause other than a cause of "loss" set forth in Paragraphs A.1.b. and A.1.c., but only: a.If that "auto" is a covered "auto" for Compre- hensive Coverage under this policy; b.The airbags are not covered under any war- ranty; and c.The airbags were not intentionally inflated. We will pay up to a maximum of $1,000 for any one "loss". L.AUTO LOAN LEASE GAP The following is added to Paragraph A.4., Cover- age Extensions , of SECTION III – PHYSICAL DAMAGE COVERAGE: Auto Loan Lease Gap Coverage for Private Passenger Type Vehicles In the event of a total "loss" to a covered "auto" of the private passenger type shown in the Schedule or Declarations for which Physical Damage Cov- erage is provided, we will pay any unpaid amount due on the lease or loan for such covered "auto" less the following: (1)The amount paid under the Physical Damage Coverage Section of the policy for that "auto"; and (2)Any: (a)Overdue lease or loan payments at the time of the "loss"; (b)Financial penalties imposed under a lease for excessive use, abnormal wear and tear or high mileage; (c)Security deposits not returned by the les- sor; (d)Costs for extended warranties, Credit Life Insurance, Health, Accident or Disability Insurance purchased with the loan or lease; and (e)Carry-over balances from previous loans or leases. M.BLANKET WAIVER OF SUBROGATION The following replaces Paragraph A.5., Transfer Of Rights Of Recovery Against Others To Us, of SECTION IV – BUSINESS AUTO CONDI- TIONS: 5.Transfer Of Rights Of Recovery Against Others To Us We waive any right of recovery we may have against any person or organization to the ex- tent required of you by a written contract exe- cuted prior to any "accident" or "loss", pro- vided that the "accident" or "loss" arises out of the operations contemplated by such con- tract. The waiver applies only to the person or organization designated in such contract.