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HomeMy WebLinkAboutCAG2022-330 - Original - Transportation Solutions, Inc. - 74th Ave S & Willis St Improvements - 08/09/2022Nancy Y for Thomas Leyrer Public Works 08/08/2022 08/15/2022 N/A R20150 N/A Transportation Solutions, Inc.Contract Other 74th Avenue S. and Willis Street Improvements Prepare traffic signal plans and project specifications for the project. $60,012 Other Original CAG2022-330 8/8/22 8/8/22 8/9/22 8/9/22 CONSULTANT SERVICES AGREEMENT - 1 (Over $20,000) CONSULTANT SERVICES AGREEMENT between the City of Kent and Transportation Solutions, Inc. THIS AGREEMENT is made between the City of Kent, a Washington municipal corporation (hereinafter the "City"), and Transportation Solutions, Inc. organized under the laws of the State of Washington, located and doing business at 16932 Woodinville-Redmond Road, Suite A206, Woodinville, WA 98072, Phone: (425) 883-4134, Contact Victor Salemann (hereinafter the "Consultant"). I. DESCRIPTION OF WORK. The Consultant shall perform the following services for the City in accordance with the following described plans and/or specifications: The Consultant shall prepare traffic signal plans and project specifications for the 74th Avenue S. and Willis Street (SR 516) project. For a description, see the Consultant's Scope of Work which is attached as Exhibit A and incorporated by this reference. The 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. The Consultant shall complete the work described in Section I by December 31, 2023. III. COMPENSATION. A. The City shall pay the Consultant, based on time and materials, an amount not to exceed Sixty Thousand, Twelve Dollars ($60,012), for the services described in this Agreement. This is the maximum amount to be paid under this Agreement for the work described in Section I above, and shall not be exceeded without the prior written authorization of the City in the form of a negotiated and executed amendment to this agreement. The Consultant agrees that the hourly or flat rate charged by it for its services contracted for herein shall remain locked at the negotiated rate(s) for a period of one (1) year from the effective date of this Agreement. The Consultant's billing rates shall be as delineated in Exhibit A-3. B. The Consultant shall submit monthly payment invoices to the City for work performed, and a final bill upon completion of all services described in this Agreement. The City shall provide payment within forty-five (45) days of receipt of an invoice. If the City objects to all or any portion of an invoice, it shall notify the Consultant and reserves the option to only pay that portion of the invoice not in dispute. In that event, the parties will immediately make every effort to settle the disputed portion. C. Card Payment Program. The Consultant 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 by check and is available for the convenience of the Consultant. If the Consultant voluntarily participates in this Program, the Consultant will be solely responsible CONSULTANT SERVICES AGREEMENT - 2 (Over $20,000) for any fees imposed by financial institutions or credit card companies. The Consultant shall not charge those fees back to the City. 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 the 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 the 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 the Consultant’s business, and has obtained a Unified Business Identifier (UBI) number from the State of Washington. F. The Consultant maintains a set of books dedicated to the expenses and earnings of its business. V. TERMINATION. Either party may terminate this Agreement, with or without cause, upon providing the other party thirty (30) days written notice at its address set forth on the signature block of this Agreement. After termination, the City may take possession of all records and data within the Consultant’s possession pertaining to this project, which may be used by the City without restriction. If the City’s use of the Consultant’s records or data is not related to this project, it shall be without liability or legal exposure to the Consultant. VI. 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 Consultant 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 Consultant due to a force majeure event. CONSULTANT SERVICES AGREEMENT - 3 (Over $20,000) 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 Consultant 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 Consultant to fulfill its obligations under this Agreement. Except as expressly contemplated by this section, all other costs will be borne by the Consultant. VII. 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. The 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. VIII. INDEMNIFICATION. The 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 the 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 the 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 the 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 the Consultant shall pay all the City’s costs for defense, including all reasonable expert witness fees and reasonable attorneys’ fees, plus the City’s legal costs and fees incurred because there was a wrongful refusal on the Consultant’s part. The provisions of this section shall survive the expiration or termination of this Agreement. IX. 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. X. EXCHANGE OF INFORMATION. The City will provide its best efforts to provide reasonable accuracy of any information supplied by it to the Consultant for the purpose of completion of the work under this Agreement. XI. 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 CONSULTANT SERVICES AGREEMENT - 4 (Over $20,000) become the property of the City. All records submitted by the City to the Consultant will be safeguarded by the Consultant. The 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 the Consultant for this project by anyone other than the Consultant on any other project shall be without liability or legal exposure to the Consultant. XII. CITY'S RIGHT OF INSPECTION. Even though the 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. XIII. WORK PERFORMED AT CONSULTANT'S RISK. The 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 the Consultant's own risk, and the 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. XIV. MISCELLANEOUS PROVISIONS. A. Recyclable Materials. Pursuant to Chapter 3.80 of the Kent City Code, the City requires its contractors and consultants to use recycled and recyclable products whenever practicable. A price preference may be available for any designated recycled product. B. Non-Waiver of Breach. The failure of the City to insist upon strict performance of any of the covenants and agreements contained in this Agreement, or to exercise any option conferred by this Agreement in one or more instances shall not be construed to be a waiver or relinquishment of those covenants, agreements or options, and the same shall be and remain in full force and effect. C. Resolution of Disputes and Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of Washington. If the parties are unable to settle any dispute, difference or claim arising from the parties’ performance of this Agreement, the exclusive means 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 VIII 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 Consultant. CONSULTANT SERVICES AGREEMENT - 5 (Over $20,000) 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 the Consultant's business, equipment, and personnel engaged in operations covered by this Agreement or accruing out of the performance of those operations. I. Public Records Act. The Consultant acknowledges that the City is a public agency subject to the Public Records Act codified in Chapter 42.56 of the Revised Code of Washington and documents, notes, emails, and other records prepared or gathered by the Consultant in its performance of this Agreement may be subject to public review and disclosure, even if those records are not produced to or possessed by the City of Kent. As such, the Consultant agrees to cooperate fully with the City in satisfying the City’s duties and obligations under the Public Records Act. J. City Business License Required. Prior to commencing the tasks described in Section I, Contractor agrees to provide proof of a current city of Kent business license pursuant to Chapter 5.01 of the Kent City Code. 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. 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: By: ,1 Print Name: Vic a�'- Its DATE: 03/0f:Pr 2�z Z'Z NOTICES TO BE SENT TO: CONSULTANT: Victor Salemann Transportation Solutions, Inc. 16932 Woodinville -Redmond Road, Suite A206 Woodinville, WA 98072 (425) 883-4134 (telephone) N/A (facsimile) TSI - 74.h & Willis/Leyrer CITY OF KENT: Print Name: Dana Ralph Its DATE: 08/09/2022 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 (facsimile) APPROVED AS TO FORM: Nk%rjL--- Kent Law Department ATTEST: k�;t k/a� Kent City Clerk CONSULTANT SERVICES AGREEMENT - 6 (Over $20,000) DECLARATION CITY OF KENT EQUAL EMPLOYMENT OPPORTUNITY POLICY The City of Kent is committed to conform to Federal and State laws regarding equal opportunity. As such all contractors, subcontractors and suppliers who perform work with relation to this Agreement shall comply with the regulations of the City's equal employment opportunity policies. The following questions specifically identify the requirements the City deems necessary for any contractor, subcontractor or supplier on this specific Agreement to adhere to. An affirmative response is required on all of the following questions for this Agreement to be valid and binding. If any contractor, subcontractor or supplier willfully misrepresents themselves with regard to the directives outlines, it will be considered a breach of contract and it will be at the City's sole determination regarding suspension or termination for all or part of the Agreement; The questions are as follows: 1. I have read the attached City of Kent administrative policy number 1.2. 2. During the time of this Agreement I will not discriminate in employment on the basis of sex, race, color, national origin, age, or the presence of all sensory, mental or physical disability. 3. During the time of this Agreement the prime contractor will provide a written statement to all new employees and subcontractors indicating commitment as an equal opportunity employer. 4. During the time of the Agreement I, the prime contractor, will actively consider hiring and promotion of women and minorities. 5. Before acceptance of this Agreement, an adherence statement will be signed by me, the Prime Contractor, that the Prime Contractor complied with the requirements as set forth above. By signing below, I agree to fulfill the five requirements referenced above. By: For: el ►'t��� �,Cac� z i'i � � �zs t .fir? C. Title: lo/ifSe,4- Date: [g''T'� EEO COMPLIANCE DOCUMENTS - 1 EEO COMPLIANCE DOCUMENTS - 2 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 - 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 (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: _________________________________________ I�Wr_tw Transportation Solutions INNOVATIVE I PRACTICAL I EQUITABLE 16932 Woodinville -Redmond Road I Suite AZ05 I Woodinville, WA 980721 425-883-4134 City of Kent — Design Consultant Services Exhibit A-1 Scope of Services 74th Avenue S and Willis Street (SR 516) Traffic Signal Design Transportation Solutions, Inc. TASK DESCRIPTION A. Project Description 8/03/2022 Prepare Traffic Signal Design Transportation Solutions Inc. (CONSULTANT) shall prepare traffic signal plans and project specifications for the 741h Avenue S and Willis Street (SR 516) intersection improvements project (PROJECT) for the City of Kent (CITY). The CONSULTANT will work closely with the CITY staff team to review the civil design plans being prepared by the CITY, discuss and coordinate traffic signal needs that are applicable to this intersection, address review comments provided by CITY and WSDOT staff for this location on a State route, and prepare plan sheets and project specifications associated with the traffic signal system that will be incorporated into a bid package that is being prepared by the CITY for the intersection improvements. The CONSULTANT shall review and follow best practices and examples used by WSDOT and the CITY to develop a final traffic signal design. The final traffic signal design will advance the preliminary traffic signal design that was prepared and submitted as part of the original scope of services. The CITY desires to have this work completed by the CONSULTANT and the work products included in the CITY's project advertisement. B. Information, Responsibilities, and Services Provided by the CITY • CITY to provide in CAD a base map of located utilities (underground and overhead) • CITY to provide in CAD design base files of proposed civil design plans • CITY to provide in PDF the proposed civil design plans • CITY to provide geotechnical information for the traffic signal pole foundations relevant for the locations specified by the CONSULTANT. The geotechnical data will be used to identify soil foundation properties as required for the traffic signal foundation design • CITY to provide in Word format the project specifications for the PROJECT • CITY to provide relevant specification examples for its traffic signal systems on a State route City of Kent Kent 74th_Traffic Sig nal_ScopeofServices_2022-08-03 Page 1 of 8 I�Wr_tw Transportation Solutions INNOVATIVE I PRACTICAL I EQUITABLE 16932 Woodinville -Redmond Road I Suite AZ05 I Woodinville, WA 980721 425-883-4134 City of Kent — Design Consultant Services 8/03/2022 • CITY will submit the Traffic Signal Plan to WSDOT for its review and facilitate coordination between the CONSULTANT and WSDOT toward achieving WSDOT approval of the design. • CITY will apply for and seek WSDOT approval of permits for the PROJECT to be constructed within the WSDOT right-of-way. • The CONSULTANT will be the engineer of record of the traffic signal design and stamp the traffic signal design drawings. C. General Project Assumptions This Scope of Services is based upon certain assumptions and exclusions, identified below and under specific tasks. The following assumptions were used in the development of this scope of services: • AutoCAD 2019 will be utilized on the project. AutoCAD files will be submitted in .dwg format. • AGi32 software will be used for illumination design. • MS Excel will be utilized for spreadsheets. • MS Word will be utilized for word processing. • The CITY will operate the completed traffic signal • The PROJECT will be developed following City of Kent requirements for traffic signals on a State Route (SR 516). • The PROJECT will not require a temporary traffic signal system during construction as the new traffic signal system will be able to be built around the existing facility. • The CONSULTANT will prepare 60% design plans which show location, type, and callouts; prepare traffic signal system specifications, identify traffic signal system quantities and prepare a cost estimate. Project specifications and cost estimate will be included with the 60% submittal. • The CITY will review the 60% submittal and provide comments. • The CONSULTANT will update the plans and submit a revised 60% submittal for the CITY to submit to WSDOT for its review. • WSDOT will review the 60% submittal and provide comments to the CITY. • The CONSULTANT will update the plans, specifications, and estimate to address review comments by WSDOT and submit 100% design plans to the CITY that show location, type, and callouts; prepare traffic signal system quantities, and prepare traffic signal system specifications. • The CITY will review the 100% submittal and provide comments. • The CONSULTANT will update the plans, specifications, and estimate and submit a revised 100% submittal for the CITY to submit to WSDOT for its review. • WSDOT will review the 100% submittal and provide review comments to the CITY. • The CONSULTANT will update the plans and specifications to address minor comments so that the Final Plans and Specifications may be added to the Bid Package being prepared by the CITY. City of Kent Kent 74th_Traffic Sig nal_ScopeofServices_2022-08-03 Page 2 of 8 I�Wr_tw Transportation Solutions INNOVATIVE I PRACTICAL I EQUITABLE 16932 Woodinville -Redmond Road I Suite AZ05 I Woodinville, WA 980721 425-883-4134 City of Kent — Design Consultant Services 8/03/2022 D. Change Management This is a time and materials Agreement with a not to exceed maximum. The level of effort for various tasks is an estimate and may vary. CONSULTANT will work closely with CITY staff to identify and determine if additional request for work items and/or task requests are out of the scope and fee contained herein. E. Schedule CONSULTANT has provided an approximate schedule shown in Exhibit A-2. The schedule shows approximate durations of work activity by task. The CONSULTANT cannot control review times by the CITY and/or other agencies, if any. The specific date for notice to proceed is subject to the CITY's approval process. F. Payment CONSULTANT invoice period closes on the 151h day of each month. CONSULTANT shall prepare monthly progress reports discussing work activity that occurred during the reporting period. The progress report will identify any unforeseen changes in the scope and schedule and will forecast key work activity for the upcoming reporting period. Exhibit A-3 provides the Fee and Hours Estimate to complete the work. The estimated cost for the maximum not to exceed amount is as follows: Labor $ 59,877 Expenses $ 135 Original Contract $ 60,012 Total Amount Not to Exceed $ 60,012 City of Kent Kent 74th_Traffic Sig nal_ScopeofServices_2022-08-03 Page 3 of 8 I�Wr_tw Transportation Solutions INNOVATIVE I PRACTICAL I EQUITABLE 16932 Woodinville -Redmond Road I Suite AZ05 I Woodinville, WA 980721 425-883-4134 City of Kent — Design Consultant Services 8/03/2022 TASK 1.0 — Project Management And Quality Control 1.1 Project Management Project management will be on -going during the project. CONSULTANT's project manager will maintain communication with the CITY's project manager, monitor the PROJECT'S scope, schedule, and budget, and other similar project management tasks. 1.2 Monthly Progress Reports and Invoices CONSULTANT will provide monthly progress reports and invoices in accordance with the CITY's procedures. CONSULTANT will coordinate the first invoice so that the format is acceptable to the CITY. Each progress report and invoice package will include the CONSULTANT invoice showing all labor and direct expenses included for the period, the monthly progress report, and full documentation of labor hours and direct expenses charged for the period. Assumptions • Progress Report and Invoice packages will be prepared monthly. Deliverables Monthly Progress Report and Invoice Packages Periodic Project Schedule updates as agreed to between the CITY and CONSULTANT 1.3 Quality Control/Quality Assurance Review Quality Control reviews will be completed prior to submittal of major deliverables to WSDOT and the CITY. Labor hours required for quality control and internal review of design documents is included with time for submittals. 1.4 Project Closeout CONSULTANT shall deliver all documents in electronic formats. CONSULTANT shall prepare a final closeout progress report and final invoice. TASK 2.0 — Field Review and Coordination The CONSULTANT will work with the CITY staff to review existing traffic signal system elements that will be eliminated and need to be replaced. The review will include on site field work as well as other on-line tools such as Google. City of Kent Kent 74th_Traffic Sig nal_ScopeofServices_2022-08-03 Page 4 of 8 I�Wr_tw Transportation Solutions INNOVATIVE I PRACTICAL I EQUITABLE 16932 Woodinville -Redmond Road I Suite AZ05 I Woodinville, WA 980721 425-883-4134 City of Kent — Design Consultant Services 8/03/2022 TASK 3.0 — Prepare 60% Traffic Signal and Illumination Plans, Layouts, Details, Specs, and Estimate The CONSULTANT will prepare a 60% level PS&E submittal and will meet with the CITY to obtain their review and input. PS&E will include the design and preparation of a basic construction bid package. The CONSULTANT with support from the CITY for its development of the civil design portion of the project will prepare the following items A. Traffic Signal Layout and Construction Notes B. Traffic Signal Pole Schedule C. Wiring/conduit diagrams D. Inductive loop vehicle detection system E. Accessible Pedestrian Signals (APS) F. New signal heads with reflective edge backing plates G. New street signs meeting current size and reflectivity standards H. Coordinate APS with locations of new ADA compliant curb ramps as required I. Illumination system modifications as required. J. Illumination analysis using AGi software to determine lighting needs for the intersection 3.1 Plans ■ Plan sheets will be 22" x 34" in .pdf format ■ Annotated Base Drawing with Construction Note 3.2 Specifications ■ Provide CITY compliant traffic signal system and illumination system specifications based upon relevant project examples ■ 8" x 11 %" in PDF and Word formats 3.3 Estimates ■ Lump Sum Breakdown of Traffic Signal System ■ Lump Sum Breakdown of Illumination System ■ 8" x 11 %" in PDF and XLS formats 3.4 Project Team PS&E Review Meeting ■ To coordinate development of Traffic Signal System with Civil Design 3.5 Submit 60% PS&E package to CITY for its review ■ Revise 60% PS&E package based upon CITY review comments 3.6 Submit 60% PS&E package to CITY for submittal to WSDOT for its review ■ Coordinate with CITY and WSDOT as part of WSDOT review of 60% PS&E package City of Kent Kent 74th_Traffic Sig nal_ScopeofServices_2022-08-03 Page 5 of 8 I�Wr_tw Transportation Solutions INNOVATIVE I PRACTICAL I EQUITABLE 16932 Woodinville -Redmond Road I Suite AZ06 I Woodinville, WA 980721 425-883-4134 City of Kent — Design Consultant Services 8/03/2022 TASK 4.0 — Prepare 100% Traffic Signal and Illumination Plans, Layouts, Details, Specs, and Estimate The CONSULTANT will update the 60% plan set based on WSDOT review comments made regarding the 60% PS&E submittal and prepare a 100% Traffic Signal Plan PS&E submittal. 4.1 Plans ■ Updated based upon WSDOT review comments ■ Plan sheets will be 22" x 34" in .pdf format 4.2 Specifications ■ Updated based upon WSDOT review comments ■ 8" x 11 %" in PDF and Word formats 4.3 Estimates ■ Updated based upon WSDOT review comments on the plans and specifications ■ 8" x 11 %" in PDF and XLS formats 4.4 Project Team PS&E Review Meeting ■ To continue coordination of development of Traffic Signal System with Civil Design 4.5 Submit 100% PS&E package to CITY for its review ■ Revise 100% PS&E package based upon CITY review comments 4.6 Submit 100% PS&E package to CITY for submittal to WSDOT for its review ■ Coordinate with CITY and WSDOT as part of WSDOT review of 100% PS&E package TASK 5.0 — Prepare Final PS&E for Traffic Signal and Illumination System The CONSULTANT will update the 100% plans, specifications, and lump sum breakdown of the traffic signal system based on WSDOT review comments made regarding the 100% PS&E submittal and prepare a Final PS&E for Traffic Signal System to be incorporated by the CITY into its civil design bid document package for the project. City of Kent Kent 74th_Traffic Sig nal_ScopeofServices_2022-08-03 Page 6 of 8 I�Wr_tw Transportation Solutions INNOVATIVE I PRACTICAL I EQUITABLE 16932 Woodinville -Redmond Road I Suite AZ05 I Woodinville, WA 980721 425-883-4134 City of Kent — Design Consultant Services EXHIBIT A-2 — Approximate Schedule K YaaM £Z Y+aM 22 y Jry ' n�i .M. Ei 1�M IL MraM ro ZZ iaaM QQ '� +poi M TS YAM F ! ❑ N � 4l iaBM N � aE YAM f m st wM 91 iaaM •!} � � nyy Fl iaaM � 4 6f iaaM rl rtaM 6L NaaM fA � E N g' �k]] 9 YaaM v E[ Ya+M l0 Z YaaM 01 $ O C �f w (3 9 iaaM � q al u — V 4I Y+aM i H r MaaM YY a � LYa"M - BryaaM a i [4 YK1 G 4iaa.N UV UJ � bYaaM y m c CC EF Q 3 a c q❑ 5= � R � R � ?i R � R F 3 _ LL u Q m � U F 8/03/2022 City of Kent Kent 74th_Traffic Sig nal_ScopeofServices_2022-08-03 Page 7 of 8 I�Wr_tw Transportation Solutions INNOVATIVE I PRACTICAL I EQUITABLE 16932 Woodinville -Redmond Road I Su[te AZ06 j Woodinvitle, WA 980721 425-883-4134 City of Kent - Design Consultant Services EXHIBIT A-3 - Fee Estimate 8/03/2022 Exhibit A-3 Fee Estimate 8/312022 City of Kent - 74th Avenue S & Willis Street Traffic Signal - Design Consultant Services Transportation Soiution5 Inc • Fee Schedule PIC PM Sr. Engr Sr. Tech Eninear I Admkr VLS KAH ALB MJS DLH JB Viclor Kirk Andrew Mika Daniei Jill Salemann wants Bratlien Schaefer Hod ua Berbench Bill Rate -----7 S 253.50 S 253.50 S 182.00 $ 16700 $ 108.00 $ 124.00 Anticipate Work Elements Task(s) Task Hours Task Cost Twit 1.0 PROJECT MANAGEMENT AND QUALITY CONTROL 4 16 0 0 0 10 30 $ 6.314-00 Task 1.1 Project Management 2 1 1❑ Task 1.2 Monthly Progress Reports and Invokes 6 7 Task 1.3 Quality Control/Quality Assurance Review (ind. below) Task 1.4 ProjeEt Closeout 2 1 Tasks 2.0 - 5.0 TRAFFIC SIGNAL SYSTEM DESIGN a go V 172 0 0 270 $ 53.567-00 Task 2.0 Field Review and Coordination a 8 Task 3.0 Prepare 60% Traffic Signal and Illumination PS&E Task 3.1 Plans 12 48 Task 3.2 Specifications 8 2 Task 3.3 Estimates 2 4 Task 3.4 Project Team MeetingXwrdlnaticn 8 8 Task 15. Revise 60%per Cily Review priorto WSI]OTSubmittal 6 16 Task 3.6 Submit 60°l to W6907- and Coordinate their review 4 2 Task 4.0 Prepare 100% Traffic Signal and Illumination PS&E Task 4.1 Plans 8 40 Task 4.2 Specifications 8 2 Task 4.3 E Mimates 2 2 Task 4.4 Project Team MeednQiCoordination a 4 Task 4 5 Revise 1t709'u per City Review prior to WSOOT Submittal 6 12 Task 4.6 Submit 100 j to INSDOT and Coordinate their review 4 2 Task 5.0 Prepare Final Traffic Signal and Illumination PS&E Task 5.1 Plans 8 20 Task 52 Specdtcabons 6 1 Task 5.3 Estimates 1 1 Labor Estimate 4 114 0 172 a 10 300 $ 59,877.00 $ 59.877 G j Expense Estimate 4 traps 60 milesltnp Travel 240 miles 0.56 $!mile $ 134AG rd S 0,60 S 135-00 Grand Total S 60,012A0 City of Kent Kent 74th_Traffic Sig nal_ScopeofServices_2022-08-03 Page 8 of 8 EXHIBIT B INSURANCE REQUIREMENTS FORCONSULTANT 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 than $2,000,000 per claim and $2,000,000 policy aggregate limit. C. Other Insurance Provisions The insurance policies are to contain, or be endorsed to contain, the following provisions for Automobile Liability and Commercial General Liability insurance: 1. The Consultant’s insurance coverage shall be primary insurance as respect the City. Any Insurance, self-insurance, or insurance pool coverage maintained by the City shall be excess of the Consultant’s insurance and shall not contribute with it. 2. The Consultant’s insurance shall be endorsed to state that coverage shall not be cancelled by either party, except after thirty (30) days prior written notice by certified mail, return receipt requested, has been given to the City. 3. The City of Kent shall be named as an additional insured on all policies (except Professional Liability) as respects work performed by or on behalf of the Consultant and a copy of the endorsement naming the City as additional insured shall be attached to the Certificate of Insurance. The City reserves the right to receive a certified copy of all required insurance policies. The Consultant’s Commercial General Liability insurance shall also contain a clause stating that coverage shall apply separately to each insured against whom claim is made or suit is brought, except with respects to the limits of the insurer’s liability. D. Acceptability of Insurers Insurance is to be placed with insurers with a current A.M. Best rating of not less than 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 additional insured 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/EXECUTIVEOFFICER/MEMBER EXCLUDED? INSR ADDL SUBRLTR INSD WVD PRODUCER CONTACTNAME: FAXPHONE(A/C, No):(A/C, No, Ext): E-MAILADDRESS: 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 COMPENSATIONAND 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 5/13/2022 (800) 429-4144 (425) 336-7081 20478 Transportation Solutions, Inc. 16932 Woodinville Redmond Rd NE, #A-206 Woodinville, WA 98072 20443 31194 A 1,000,000 X 6025562530 3/23/2022 3/23/2023 300,000 10,000 WA Stop Gap 1,000,000 2,000,000 2,000,000 1,000,000A X 6080744318 3/23/2022 3/23/2023 1,000,000B 6074646796 3/23/2022 3/23/2023 1,000,000 10,000 A 6025562530 3/23/2022 3/23/2023 1,000,000 1,000,000 1,000,000 C Profession Liability 105932134 5/13/2022 Per Claim 3,000,000 C Profession Liability 105932134 5/13/2022 5/13/2023 Aggregate Limit 4,000,000 RE: 74th Avenue S and Willis Steet (SR 5151 It is agreed that City of Kent is included as Additional Insured in regards to the General Liability and Automobile Liability. See attached endorsements. City of Kent 220 4th Avenue South Kent, WA 98032 TRANSOL-02 R1MPETERSON AssuredPartners of Washington, LLC15809 Bear Creek Parkway #300Redmond, WA 98052 National Fire Insurance Co. Of Hartford Continental Casualty Company Travelers Casualty & Surety of America X 5/13/2023 X X X X X X X X CNA SB146932F (Ed. 6-16) 0 M N BLANKET ADDITIONAL INSURED AND LIABILITY EXTENSION ENDORSEMENT This endorsement modifies insurance provided under the following: BUSINESSOWNERS LIABILITY COVERAGE FORM BUSINESSOWNERS COMMON POLICY CONDITIONS TABLE OF CONTENTS I. Blanket Additional Insured Provisions A. Additional Insured — Blanket Vendors B. Miscellaneous Additional Insureds C. Additional Provisions Pertinent to Additional Insured Coverage 1. Primary — Noncontributory provision 2. Definition of "written contract." II. Liability Extension Coverages A. Bodily Injury — Expanded Definition B. Broad Knowledge of Occurrence C. Estates, Legal Representatives and Spouses D. Legal Liability — Damage to Premises E. Personal and Advertising Injury — Discrimination or Humiliation F. Personal and Advertising Injury — Broadened Eviction G. Waiver of Subrogation - Blanket I. BLANKET ADDITIONAL INSURED PROVISIONS A. ADDITIONAL INSURED— BLANKET VENDORS Who Is An Insured is amended to include as an additional insured any person or organization (referred to below as vendor) with whom you agreed under a "written contract" to provide insurance, but only with respect to "bodily injury" or "property damage" arising out of "your products" which are distributed or sold in the regular course of the vendor's business, subject to the following additional exclusions: 1. The insurance afforded the vendor does not apply to: a. "Bodily injury" or "property damage" for which the vendor is obligated to pay damages by reason of the assumption of liability in a contract or agreement. This exclusion does not apply to liability for damages that the vendor would have in the absence of the contract or agreement; b. Any express warranty unauthorized by you; c. Any physical or chemical change in the product made intentionally by the vendor; d. Repackaging, except when unpacked solely for the purpose of inspection, demonstration, testing, or the substitution of parts under instructions from the manufacturer, and then repackaged in the original container; SB146932F (6-16) Page 1 of 7 Copyright, CNA All Rights Reserved. CNA SB146932F (Ed. 6-16) e. Any failure to make such inspections, adjustments, tests or servicing as the vendor has agreed to make or normally undertakes to make in the usual course of business, in connection with the distribution or sale of the products; f. Demonstration, installation, servicing or repair operations, except such operations performed at the vendor's premises in connection with the sale of the product; g. Products which, after distribution or sale by you, have been labeled or relabeled or used as a container, part or ingredient of any other thing or substance by or for the vendor; or h. "Bodily injury" or "property damage" arising out of the sole negligence of the vendor for its own acts or omissions or those of its employees or anyone else acting on its behalf. However, this exclusion does not apply to: (1) The exceptions contained in Subparagraphs d. or f.; or (2) Such inspections, adjustments, tests or servicing as the vendor has agreed to make or normally undertakes to make in the usual course of business, in connection with the distribution or sale of the products. 2. This insurance does not apply to any insured person or organization, from whom you have acquired such products, or any ingredient, part or container, entering into, accompanying or containing such products. 3. This provision 2. does not apply to any vendor included as an insured by an endorsement issued by us and made a part of this Policy. 4. This provision 2. does not apply if "bodily injury" or "property damage" included within the "products - completed operations hazard" is excluded either by the provisions of the Policy or by endorsement. B. MISCELLANEOUS ADDITIONAL INSUREDS 1. Who Is An Insured is amended to include as an insured any person or organization (called additional insured) described in paragraphs 3.a. through 3J. below whom you are required to add as an additional insured on this policy under a "written contract.": 2. However, subject always to the terms and conditions of this policy, including the limits of insurance, we will not provide the additional insured with: a. A higher limit of insurance than required by such "written contract"; b. Coverage broader than required by such "written contract" and in no event greater than that described by the applicable paragraph a. through k. below; or c. Coverage for "bodily injury" or "property damage" included within the "products -completed operations hazard." But this paragraph c. does not apply to the extent coverage for such liability is provided by paragraph 3J. below. Any coverage granted by this endorsement shall apply only to the extent permitted by law. 3. Only the following persons or organizations can qualify as additional insureds under this endorsement: a. Controlling Interest Any persons or organizations with a controlling interest in you but only with respect to their liability arising out of: (1) such person or organization's financial control of you; or (2) Premises such person or organization owns, maintains or controls while you lease or occupy these premises; provided that the coverage granted to such additional insureds does not apply to structural alterations, new construction or demolition operations performed by or for such additional insured. SB146932F (6-16) Page 2 of 7 Copyright, CNA All Rights Reserved. CNA SB146932F (Ed. 6-16) b. Co-owner of Insured Premises A co-owner of a premises co -owned by you and covered under this insurance but only with respect to the co -owners liability for "bodily injury", "property damage" or "personal and advertising injury" as co-owner of such premises. c. Grantor of Franchise Any person or organization that has granted a franchise to you, but only with respect to such person or organization's liability for "bodily injury", "property damage", or "personal and advertising injury" as grantor of a franchise to you. d. Lessor of Equipment Any person or organization from whom you lease equipment, but only with respect to liability for "bodily injury", "property damage" or "personal and advertising injury" caused in whole or in part by your maintenance, operation or use of such equipment, provided that the "occurrence" giving rise to such "bodily injury" or "property damage" or the offense giving rise to such "personal and advertising injury" takes place prior to the termination of such lease. e. Lessor of Land Any person or organization from whom you lease land, but only with respect to liability for "bodily injury", "property damage" or "personal and advertising injury" arising out of the ownership, maintenance or use of that specific part of the land leased to you, provided that the "occurrence" giving rise to such "bodily injury" or "property damage" or the offense giving rise to such "personal and advertising injury", takes place prior to the termination of such lease. The insurance hereby afforded to the additional insured does not apply to structural alterations, new construction or demolition operations performed by, on behalf of or for such additional insured. f. Lessor of Premises An owner or lessor of premises leased to you, or such owner or lessor's real estate manager, but only with respect to liability for "bodily injury", "property damage" or "personal and advertising injury" arising out of the ownership, maintenance or use of such part of the premises leased to you, and provided that the "occurrence" giving rise to such "bodily injury" or "property damage" or the offense giving rise to such "personal and advertising injury", takes place prior to the termination of such lease. The insurance hereby afforded to the additional insured does not apply to structural alterations, new construction or demolition operations performed by, on behalf of or for such additional insured. g. Mortgagee, Assignee or Receiver A mortgagee, assignee or receiver of premises but only with respect to such mortgagee, assignee, or " receiver's liability for "bodily injury", "property damage" or "personal and advertising injury" arising out of the ownership, maintenance, or use of a premises by you. This insurance does not apply to structural alterations, new construction or demolition operations performed by, on behalf of or for such additional insured. h. State or Political Subdivisions A state or government agency or subdivision or political subdivision that has issued a permit or authorization, but only with respect to such government agency or subdivision or political subdivision's liability for "bodily injury", "property damage" or "personal and advertising injury" arising out of: (1) The following hazards in connection with premises you own, rent, or control and to which this insurance applies: (a) The existence, maintenance, repair, construction, erection, or removal of advertising signs, awnings, canopies, cellar entrances, coal holes, driveways, manholes, marquees, hoistaway openings, sidewalk vaults, street banners, or decorations and similar exposures; or SB146932F (6-16) Page 3 of 7 (b) The construction, erection, or removal of elevators; or (c) The ownership, maintenance or use of any elevators covered by this insurance; or Copyright, CNA All Rights Reserved. CNA SB146932F (Ed. 6-16) (2) The permitted or authorized operations performed by you or on your behalf. But the coverage granted by this paragraph does not apply to: (a) "Bodily injury", "property damage" or "personal and advertising injury" arising out of operations performed for the state or government agency or subdivision or political subdivision; or (b) "Bodily injury" or "property damage" included within the "products -completed operations hazard." With respect to this provision's requirement that additional insured status must be requested under a "written contract", we will treat as a "written contract" any governmental permit that requires you to add the governmental entity as an additional insured. L Trade Show Event Lessor With respect to your participation in a trade show event as an exhibitor, presenter or displayer, any person or organization .whom you are required to include as an additional insured, but only with respect to such person or organization's liability for "bodily injury", "property damage", or "personal and advertising injury" cause by: a. Your acts or omissions; or b. Acts or omissions of those acting on your behalf; in the performance of your ongoing operations at the trade show premises during the trade show event. j. Other Person or Organization Any person or organization who is not an additional insured under paragraphs a. through L above. Such additional insured is an insured solely for "bodily injury", "property damage" or "personal and advertising injury" for which such additional insured is liable because of your acts or omissions. The coverage granted by this paragraph does not apply to any person or organization: (1) For "bodily injury," "property damage," or "personal and advertising injury" arising out of the rendering or failure to render any professional services; (2) For "bodily injury" or "property damage" included in the "products -completed operations hazard." But this provision (2) does not apply to such "bodily injury" or "property damage" if: (a) It is entirely due to your negligence and specifically results from your work for the additional insured which is the subject to the "written contract"; and (b) The "written contract" requires you to make the person or organization an additional insured for such "bodily injury" or "property damage"; or (3) Who is afforded additional insured coverage under another endorsement attached to this policy. C. ADDITIONAL PROVISIONS PERTINENT TO ADDITIONAL INSURED COVERAGE With respect only to additional insured coverage provided under paragraphs A. and B. above: The BUSINESSOWNERS COMMON POLICY CONDITIONS are amended to add the following to the Condition entitled Other Insurance: This insurance is excess of all other insurance available to an additional insured whether primary, excess, contingent or on any other basis. However, if a "written contract" requires that this insurance be either primary or primary and noncontributing, then this insurance will be primary and non-contributory relative solely to insurance on which the additional insured is a named insured. 2. Under Liability and Medical Expense Definitions, the following definition is added: "Written contract" means a written contract or agreement that requires you to make a person or organization an additional insured on this policy, provided the contract or agreement: a. Is currently in effect or becomes effective during the term of this policy; and b. Was executed prior to: SB146932F (6-16) Page 4 of 7 Copyright, CNA All Rights Reserved. CNA SB146932F (Ed. 6-16) (1) The "bodily injury" or "property damage"; or (2) The offense that caused the "personal and advertising injury"; for which the additional insured seeks coverage. II. LIABILITY EXTENSION COVERAGES It is understood and agreed that this endorsement amends the Businessowners Liability Coverage Form. If any other endorsement attached to this policy amends any provision also amended by this endorsement, then that other endorsement controls with respect to such provision, and the changes made by this endorsement to such provision do not apply. A. Bodily Injury— Expanded Definition Under Liability and Medical Expenses Definitions, the definition of "Bodily injury" is deleted and replaced by the following: "Bodily injury" means physical injury, sickness or disease sustained by a person, including death, humiliation, shock, mental anguish or mental injury by that person at any time which results as a consequence of the physical injury, sickness or disease. B. Broad Knowledge of Occurrence Under Businessowners Liability Conditions, the Condition entitled Duties In The Event of Occurrence, Offense, Claim or Suit is amended to add the following: Paragraphs a. and b. above apply to you or to any additional insured only when such "occurrence," offense, claim or "suit" is known to: (1) You or any additional insured that is an individual; (2) Any partner, if you or an additional insured is a partnership; (3) Any manager, if you or an additional insured is a limited liability company; (4) Any "executive officer" or insurance manager, if you or an additional insured is a corporation; (5) Any trustee, if you or an additional insured is a trust; or (6) Any elected or appointed official, if you or an additional insured is a political subdivision or public entity. This paragraph applies separately to you and any additional insured. C. Estates, Legal Representatives and Spouses N The estates, heirs, legal representatives and spouses of any natural person insured shall also be insured under N this policy; provided, however, coverage is afforded to such estates, heirs, legal representatives and spouses only for claims arising solely out of their capacity as such and, in the case of a spouse, where such claim seeks damages from marital common property, jointly held property, or property transferred from such natural person insured to such spouse. No coverage is provided for any act, error or omission of an estate, heir, legal representative or spouse outside the scope of such person's capacity as such, provided however that the spouse of a natural person Named Insured and the spouses of members or partners of joint venture or partnership Named Insureds are insureds with respect to such spouses' acts, errors or omissions in the conduct of the Named Insured's business. D. Legal Liability — Damage To Premises Under B. Exclusions, 1. Applicable to Business Liability Coverage, Exclusion k. Damage To Property, is replaced by the following: k. Damage To Property "Property damage" to: 1. Property you own, rent or occupy, including any costs or expenses incurred by you, or any other person, organization or entity, for repair, replacement, enhancement, restoration or maintenance of SB146932F (6-16) Page 5 of 7 Copyright, CNA All Rights Reserved. CNA SB146932F (Ed. 6-16) such property for any reason, including prevention of injury to a person or damage to another's property; 2. Premises you sell, give away or abandon, if the "property damage" arises out of any part of those premises; 3. Property loaned to you; 4. Personal property in the care, custody or control of the insured; 5. That particular part of any real property on which you or any contractors or subcontractors working directly or indirectly in your behalf are performing operations, if the "property damage" arises out of those operations; or 6. That particular part of any property that must be restored, repaired or replaced because "your work" was incorrectly performed on it. Paragraph 2 of this exclusion does not apply if the premises are "your work" and were never occupied, rented or held for rental by you. Paragraphs 1, 3, and 4, of this exclusion do not apply to "property damage" (other than damage by fire or explosion) to premises: (1) rented to you: (2) temporarily occupied by you with the permission of the owner, or (3) to the contents of premises rented to you for a period of 7 or fewer consecutive days. A separate limit of insurance applies to Damage To Premises Rented To You as described in Section D — Liability and Medical Expenses Limits of Insurance. Paragraphs 3, 4, 5, and 6 of this exclusion do not apply to liability assumed under a sidetrack agreement. Paragraph 6 of this exclusion does not apply to "property damage" included in the "products -completed operations hazard." 2. Under B. Exclusions, 1. Applicable to Business Liability Coverage, the following paragraph is added, and replaces the similar paragraph, if any, beneath paragraph (14) of the exclusion entitled Personal and Advertising injury: Exclusions c, d, e, f, g, h, i, k, I, m, n, and o, do not apply to damage by fire to premises while rented to you or temporarily occupied by you with permission of the owner or to the contents of premises rented to you for a period of 7 or fewer consecutive days. A separate limit of insurance applies to this coverage as described in Section D. Liability And Medical Expenses Limits Of Insurance. 3. The first Paragraph under item 5. Damage To Premises Rented To You Limit of the section entitled Liability And Medical Expenses Limits Of Insurance is replaced by the following: The most we will pay under Business Liability for damages because of "property damage" to any one premises, while rented to you or temporarily occupied by you with the permission of the owner, including contents of such premises rented to you for a period of 7 or fewer consecutive days, is the Damage to Premises Rented to You limit shown in the Declaration. E. Personal and Advertising Injury— Discrimination or Humiliation 1. Under Liability and Medical Expenses Definitions, the definition of "personal and advertising injury" is amended to add the following: h. Discrimination or humiliation that results in injury to the feelings or reputation of a natural person, but only if such discrimination or humiliation is: (1) Not done intentionally by or at the direction of: (a) The insured; or SB146932F (6-16) Page 6 of 7 Copyright, CNA All Rights Reserved. CNA S (Ed. 6 16) (b) Any "executive officer," director, stockholder, partner, member or manager (if you are a limited liability company) of the insured; and (2) Not directly or indirectly related to the employment, prospective employment, past employment or termination of employment of any person or person by any insured. 2. Under B. Exclusions, 1. Applicable to Business Liability Coverage, the exclusion entitled Personal and Advertising injury is amended to add the following additional exclusions: (15) Discrimination Relating to Room, Dwelling or Premises Caused by discrimination directly or indirectly related to the sale, rental, lease or sub -lease or prospective sale, rental, lease or sub -lease of any room, dwelling or premises by or at the direction of any insured. (16) Employment Related Discrimination Discrimination or humiliation directly or indirectly related to the employment, prospective employment, past employment or termination of employment of any person by any insured. (17) Fines or Penalties Fines or penalties levied or imposed by a governmental entity because of discrimination. 3. This provision (Personal and Advertising Injury — Discrimination or Humiliation) does not apply if Personal and Advertising Injury Liability is excluded either by the provisions of the Policy or by endorsement. F. Personal and Advertising Injury - Broadened Eviction Under Liability and Medical Expenses Definitions, the definition of "Personal and advertising injury" is amended to delete Paragraph c. and replace it with the following: c. The wrongful eviction from, wrongful entry into, or invasion of the right of private occupancy of a room dwelling or premises that a person or organization occupies committed by or on behalf of its owner, landlord or lessor. G. Waiver of Subrogation — Blanket We waive any right of recovery we may have against: a. Any person or organization with whom you have a written contract that requires such a waiver. 0 All other terms and conditions of the Policy remain unchanged. N N SB146932F (6-16) Page 7 of 7 Copyright, CNA All Rights Reserved. CNA CNA80103XX (09-14) THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. PRIMARY AND NONCONTRIBUTORY - OTHER INSURANCE CONDITION This endorsement modifies insurance provided under the following: BUSINESSOWNERS COMMON POLICY CONDITIONS The following is added to Paragraph H. Other Insurance and supersedes any provision to the contrary: Primary And Noncontributory Insurance This insurance is primary to and will not seek contribution from any other insurance available to an additional insured under your policy provided that: 1. The additional insured is a Named Insured under such other insurance; and 2. You have agreed in writing in a contract or agreement that this insurance would be primary and would not seek contribution from any other insurance available to the additional insured. All other terms and conditions of the Policy remain unchanged. CNA80103XX (09-14) Page 1 of 1 Copyright, CNA All Rights Reserved. Includes copyrighted material of Insurance Services Office, Inc., with its permission CNA SB146968B (Ed. 6-16) IMPORTANT: THIS ENDORSEMENT CONTAINS DUTIES THAT APPLY TO THE ADDITIONAL INSURED IN THE EVENT OF OCCURRENCE, OFFENSE, CLAIM OR SUIT. SEE PARAGRAPH C., OF THIS ENDORSEMENT FOR THESE DUTIES. BLANKET ADDITIONAL INSURED ENDORSEMENT WITH PRODUCTS -COMPLETED OPERATIONS COVERAGE BLANKET WAIVER OF SUBROGATION Architects, Engineers and Surveyors This endorsement modifies insurance provided under the following: BUSINESSOWNERS LIABILITY COVERAGE FORM BUSINESSOWNERS COMMON POLICY CONDITIONS A. Who Is An Insured is amended to include as an insured any person or organization whom you are required to add as an additional insured on this policy under a written contract or written agreement; but the written contract or written agreement must be: 1. Currently in effect or becoming effective during the term of this policy; and 2. Executed prior to the: a. "Bodily injury" or "property damage"; or b. Offense that caused the "personal and advertising injury"; for which the additional insured seeks coverage B. The insurance provided to the additional insured is limited as follows: The person or organization is an additional insured only with respect to liability for "bodily injury", "property damage" or "personal and advertising injury" caused in whole or in part by: a. Your acts or omissions; or b. The acts or omissions of those acting on your behalf, in the performance of your ongoing operations specified in the written contract or written agreement; or c. "Your work" that is specified in the written contract or written agreement, but only for "bodily injury" or "property damage" included in the "products -completed operations hazard", and only if: N (1) The written contract or written agreement requires you to provide the additional insured such coverage; and N (2) This Coverage Part provides such coverage. 2. The Limits of Insurance applicable to the additional insured are those specified in the written contract or written agreement or in the Declarations of this policy, whichever is less. These Limits of Insurance are inclusive of, and not in addition to, the Limits of Insurance shown in the Declarations. 3. The insurance provided to the additional insured does not apply to "bodily injury", "property damage" or "personal and advertising injury" arising out of an architect's, engineer's, or surveyor's rendering of or failure to render any professional services including: a. The preparing, approving, or failing to prepare or approve maps, shop drawings, opinions, reports, surveys, field orders, change orders or drawings and specifications by any architect, engineer or surveyor performing services on a project of which you serve as construction manager; or b. Inspection, supervision, quality control, engineering or architectural services done by you on a project of which you serve as construction manager. SB146968B (6-16) Page 1 of 2 Copyright, CNA All Rights Reserved. CNA SB146968B (Ed. 6-16) 4. The insurance provided to the additional insured does not apply to "bodily injury", "property damage" or "personal and advertising injury" arising out of construction or demolition work while you are acting as a construction or demolition contractor. C. Under Businessowners Liability Conditions, the condition entitled Duties In The Event of Occurrence, Offense, Claim or Suit is amended to add the following: An additional insured under this endorsement will as soon as practicable: 1. Give written notice of an occurrence or an offense to us which may result in a claim or "suit" under this insurance; 2. Tender the defense and indemnity of any claim or "suit" to us for a loss we cover under this Coverage Part; 3. Except as provided for in paragraph D.2. below: a. Tender the defense and indemnity of any claim or "suit" to any other insurer which also has insurance for a loss we cover under this Coverage Part; and b. Agree to make available any other insurance which the additional insured has for a loss we cover under this Coverage Part. We have no duty to defend or indemnify an additional insured under this endorsement until we receive written notice of a claim or "suit" from the additional insured. D. With respect only to the insurance provided by this endorsement, the condition entitled Other Insurance of the BUSINESSOWNERS COMMON POLICY CONDITIONS is amended to delete paragraphs 2. and 3. and replace them with the following: 2. This insurance is excess over any other insurance available to the additional insured, whether primary, excess, contingent or on any other basis, But if required by the written contract or written agreement, this insurance will be primary and noncontributory relative to insurance on which the additional insured is a Named Insured. 3. When this insurance is excess, we will have no duty under Business Liability insurance to defend the additional insured against any "suit" if any other insurer has a duty to defend the additional insured against that "suit" If no other insurer defends, we will undertake to do so, but we will be entitled to the additional insured's rights against all those other insurers. When this insurance is excess over other insurance, we will pay only our share of the amount of the loss, if any, that exceeds the sum of: (a) The total amount that all such other insurance would pay for the loss in the absence of this insurance; and (b) The total of all deductible and self -insured amounts under all that other insurance. We will share the remaining loss, if any, with any other insurance that is not described in this Excess Insurance provision and was not bought specifically to apply in excess of the Limits of Insurance shown in the Declarations of this Coverage Part. E. The condition entitled Transfer of Rights of Recovery Against Others to Us of the BUSINESSOWNERS COMMON POLICY CONDITIONS is amended to deleted paragraph 2. and replace it with the following: 2. We waive any right of recovery we may have against any person or organization with whom you have agreed to waive such right of recovery in a written contract or agreement because of payments we make for injury or damage arising out of your ongoing operations or "your work" done under a contract with that person or organization and included within the "products -completed operations hazard." All other terms and conditions of the Policy remain unchanged. SB146968B (6-16) Page 2 of 2 Copyright, CNA All Rights Reserved. -30 CNA S (Ed. 06/1 ) THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. AMENDMENT - AGGREGATE LIMITS OF INSURANCE (PER PROJECT) This endorsement modifies insurance provided under the following: BUSINESSOWNERS LIABILITY COVERAGE FORM A. For all sums which the insured becomes legally Declarations, such limits will be subject to the obligated to pay as damages caused by 'occurrences" applicable 'Project" General Aggregate limit. under COVERAGE A.1., and for all medical expenses B. For all sums which the insured becomes legally caused by accidents under COVERAGE A.2., which obligated to pay as damages caused by can be attributed only to ongoing operations at a single 'occurrences," and for all medical expenses caused by "project": accidents, which cannot be attributed only to ongoing 1. A separate 'Project" General Aggregate limit operations at a single "project": applies to each "project." The 'Project" General 1. Any payments made under COVERAGE A.1. for Aggregate limit is equal to the amount of the damages or under COVERAGE A.2. for medical General Aggregate limit shown in the expenses shall reduce the amount available under Declarations. the General Aggregate limit or the 2. The 'Project" General Aggregate limit is the most Products/Completed Operations Aggregate limit, we will pay for the sum of all damages payable whichever is applicable; and under COVERAGE A.1., except damages 2. Such payments shall not reduce any 'Project" because of "bodily injury" or "property damage" General Aggregate limit. included in the "products -completed operations hazard," and for medical expenses payable under C. When coverage for liability arising out of the "products - COVERAGE A.2. regardless of the number of: completed operations hazard" is provided, any payments for damages because of "bodily injury" or a. Insureds; property damage included in the products- b. Claims made or "suits" brought; or completed operations hazard" will reduce the Products/Completed Operations Aggregate limit, and c. Persons or organizations making claims or not reduce the General Aggregate limit nor any bringing "suits." 'Project" General Aggregate limit. 3. Any payments made under COVERAGE A.1. for D. If a "project" has been abandoned, delayed, or damages or under COVERAGE A.2. for medical abandoned and then restarted, or if the authorized expenses shall reduce the 'Project" General contracting parties deviate from plans, blueprints, Aggregate limit for the applicable "project." Such designs, specifications or timetables, the "project" will payments shall not reduce the General Aggregate still be deemed to be the same "project." limit shown in the Declarations nor shall they reduce any Project General Aggregate limit E. The provisions of the Limits Of Insurance section not applicable to other "projects." otherwise modified by this endorsement shall continue to apply as stipulated. 4. The limits shown in the Declarations for Liability and Medical Expenses, Damage to Premises F. The following definition is added to Section F. Liability Rented to You, and Medical Expenses continue to and Medical Expenses Definitions: apply. However, instead of being subject to the "Project" means "your work" at location(s) away from General Aggregate limit shown in the premises owned or rented to you. SB-300001-C Includes copyrighted material of Insurance Services Office, Inc., with its permission. Page 1 of 1 (Ed. 06/11) Copyright, Insurance Services Office, Inc., 2002