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HomeMy WebLinkAboutCAG2023-322 - Original - Otak, Inc. - Mill Creek/76th Ave S Flood Protection Improvements - 05/25/2023 FOR CITY OF KENT OFFICIAL USE ONLY Sup/Mgr: Agreement Routing Form DirAsst: • For Approvals,Signatures and Records Management Dir/Dep: KE N T This form combines&replaces the Request for Mayor's Signature and Contract Cover (optional) W A 5 H 1 N G T O N Sheet forms. (Print on pink or cherry colored paper) Originator: Department: Karin Bayes for Susanne Smith Public Works Date Sent: Date Required: 0 05/19/2023 5/26/2023 fl. Authorized to Sign: Date of Council Approval: a aMayor or Designee N/A Budclet Account Number: Grant? Yes❑ NOW] D90121 Budget?W]Yes❑No Type: N/A Vendor Name: Category: Otak, Inc. Contract Vendor Number: Sub-Category: = Original O Project Name: Mill Creek/76th Ave S flood Protection Improvements a- Project Details: The consultant shall provide final design services for the Mill Creek / 76th Avenue O = S Flood Protection Improvements Project. For a description, see the Consultant's Scope of Work which is attached as Exhibit A and incorporated by this reference. C O Basis for Selection of Contractor: Agreement $48 306 Direct Negotiation N *Memo to Mayor must be attached i Start Date: Upon contract execution Termination Date: June 30, 2024 im Q Local Business?❑Yes❑No*If meets requirements per KCC3.70.100,please complete'Vendor Purchase-Local Exceptions"form on Cityspace. Business License Verification: ❑Yes El In-Process❑Exempt(KCC 5.01.045) ❑Authorized Signer Verified Notice required prior to disclosure? Contract Number: ❑Yes❑No CAG2023-322 Comments: 1A N 3 f0 1711 C C 81 +. y 3 0 a, a, oc Date Received:City Attorney: 5/19/23 Date Routed:Mayor's Office 5/22/23 City Clerk's Office 5/26/23 adccW22373_1_20 Visit Documents.KentWA.gov to obtain copies of all agreements rev.20221201 KENT CONSULTANT SERVICES AGREEMENT between the City of Kent and Otak, Inc. THIS AGREEMENT is made between the City of Kent, a Washington municipal corporation (hereinafter the "City"), and Otak, Inc. organized under the laws of the State of Washington, located and doing business at 11241 Willows Road NE, Suite 200, Redmond, WA 98052-1009, Phone: 425-739-7965, Contact: Lori McFarland, (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 provide final design services for the Mill Creek / 76th Avenue S Flood Protection Improvements 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 June 30, 2024. III. COMPENSATION. A. The City shall pay the Consultant, based on time and materials, an amount not to exceed Forty Eight Thousand, Three Hundred Six Dollars ($48,306), 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. 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 SERVICES AGREEMENT - 1 (Over$20,000) Consultant voluntarily participates in this Program, the Consultant will be solely responsible 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 CONSULTANT SERVICES AGREEMENT - 2 (Over$20,000) costs, losses, expenses, damages, or delay costs incurred by the Consultant 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 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 Non-Discrimination Policy Declaration and comply with City Administrative Policy 1.2. 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. CONSULTANT SERVICES AGREEMENT - 3 (Over$20,000) 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 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 - 4 (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. CONSULTANT SERVICES AGREEMENT - 5 (Over$20,000) 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. i ype text nere CONSULT A T: CITY OF KENT: 4J BY: � By:�-- ------ Print Name: Nico M. Vanderhorst, PE Print Name: Dana Ralph Its Principal Its Mayor DATE: May 16, 2023 DATE: 05/25/2023 NOTICES TO BE SENT TO: NOTICES TO BE SENT TO: CONSULTANT: CITY OF KENT: Lori McFarland Chad Bieren, P.E. Otak, Inc. City of Kent 11241 Willows Road NE, Suite 200 220 Fourth Avenue South Redmond, WA 98052 Kent, WA 98032 425-739-7965 (telephone) (253) 856-5500 (telephone) Lori.Mcfarland@otak.com (email) PublicWorks@KentWA.gov (email) APPROVED AS TO FORM: OA& Kent Law Department ATTEST: k�� 6KA Kent City Clerk CONSULTANT SERVICES AGREEMENT - 6 (Over$20,000) DECLARATION CITY OF KENT NON-DISCRIMINATION POLICY The City of Kent (City) is committed to conform to Federal and State laws regarding equal opportunity. As such all contractors, subcontractors, consultants, vendors, and suppliers who perform work with relation to this Agreement shall comply with the regulations of the City's equal employment opportunity policies. The City of Kent and its contractors are subject to and will comply with the following: • Title VI of the Civil Rights Act of 1964 (42 U.S.C. § 2000d et seq., 78 stat. 252), (prohibits discrimination on the basis of race, color, national origin); • 49 C.F.R. Part 21 (entitled Non-discrimination In Federally-Assisted Programs Of The Department Of Transportation-Effectuation Of Title VI Of The Civil Rights Act Of 1964); • 28 C.F.R. section 50.3 (U.S. Department of Justice Guidelines for Enforcement of Title VI of the Civil Rights Act of 1964). • Ch. 49.60 RCW (Washington Law Against Discrimination) The preceding statutory and regulatory cites hereinafter are referred to as "the Acts and Regulations". The following statements specifically identify the requirements the City deems necessary for any contractor, subcontractor, or supplier on this specific Agreement to adhere to. An affirmation of all of the following is required for this Agreement to be valid and binding. If any contractor, subcontractor, or supplier willfully misrepresents themselves with regard to the directives outlined below, 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 statements 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 I, 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. During the performance of this contract, the contractor, for itself, its assignees, and successors in interest (hereinafter referred to as the "contractor") agrees as follows: EEO COMPLIANCE DOCUMENTS - 1 A. Compliance with Regulations: The contractor, subcontractor, consultant, vendor, and supplier (hereinafter "Contractor") will comply with all Acts and the Regulations relative to non-discrimination, including those applicable to Federally- assisted programs of the U.S. Department of Transportation, State-assisted programs through the Washington State Department of Transportation, and generally under Washington's Law Against Discrimination, Ch. 49.60 RCW, as they may be amended from time to time, which are herein incorporated by reference and made a part of this contract. B. Non-discrimination: The contractor, with regard to the work performed by it during the contract, will not discriminate on the grounds of race, color, or national origin in the selection and retention of subcontractors, including procurements of materials and leases of equipment. The contractor will not participate directly or indirectly in the discrimination prohibited by the Acts and the Regulations, including employment practices when the contract covers any activity, project, or program set forth in Appendix B of 49 CFR Part 21. C. Solicitations for Subcontracts, Including Procurements of Materials and Equipment: In all solicitations, either by competitive bidding, or negotiation made by the contractor for work to be performed under a subcontract, including procurements of materials, or leases of equipment, each potential subcontractor or supplier will be notified by the contractor of the contractor's obligations under this contract and the Acts and the Regulations relative to non-discrimination on the grounds of race, color, or national origin. D. Information and Reports: The contractor will provide all information and reports required by the Acts and Regulations and directives issued pursuant thereto and will permit access to its books, records, accounts, other sources of information, and its facilities as may be determined applicable to contractor's contract by the City or the Washington State Department of Transportation to be pertinent to ascertain compliance with such Acts and Regulations and instructions. Where any information required of a contractor is in the exclusive possession of another who fails or refuses to furnish the information, the contractor will so certify to the City or the Washington State Department of Transportation, as appropriate, and will set forth what efforts it has made to obtain the information. E. Sanctions for Noncompliance: In the event of a contractor's noncompliance with the non-discrimination provisions of this contract, the City will impose such contract sanctions as it or the Washington State Department of Transportation may determine to be appropriate, including, but not limited to: a. withholding payments to the contractor under the contract until the contractor complies; and/or b. cancelling, terminating, or suspending a contract, in whole or in part. F. Incorporation of Provisions: The contractor will include the provisions of paragraphs (A) through (F) above in every subcontract, including procurements of materials and leases of equipment, unless exempt by the Acts and Regulations and directives issued pursuant thereto. The contractor will take action with respect to any subcontract or procurement as the City or the Washington State Department of Transportation may direct as a means of enforcing such provisions including sanctions for noncompliance. Provided, that if the contractor becomes involved in, EEO COMPLIANCE DOCUMENTS - 2 or is threatened with litigation by a subcontractor, or supplier because of such direction, the contractor may request the City to enter into any litigation to protect the interests of the City. In addition, the contractor may request the United States to enter into the litigation to protect the interests of the United States. 6. During the performance of this contract, the contractor, for itself, its assignees, and successors in interest agrees to comply with the following non-discrimination statutes and authorities; including but not limited to: Pertinent Non-Discrimination Authorities: i. Title VI of the Civil Rights Act of 1964 (42 U.S.C. § 2000d et seq., 78 stat. 252), (prohibits discrimination on the basis of race, color, national origin); and 49 CFR Part 21. ii. The Uniform Relocation Assistance and Real Property Acquisition Policies Act of 1970, (42 U.S.C. § 4601), (prohibits unfair treatment of persons displaced or whose property has been acquired because of Federal or Federal-aid programs and projects); iii. Federal-Aid Highway Act of 1973, (23 U.S.C. § 324 et seq.), (prohibits discrimination on the basis of sex); iv. Section 504 of the Rehabilitation Act of 1973, (29 U.S.C. § 794 et seq.), as amended, (prohibits discrimination on the basis of disability); and 49 CFR Part 27; V. The Age Discrimination Act of 1975, as amended, (42 U.S.C. § 6101 et seq.), (prohibits discrimination on the basis of age); vi. Airport and Airway Improvement Act of 1982, (49 USC § 471, Section 47123), as amended, (prohibits discrimination based on race, creed, color, national origin, or sex); vii. The Civil Rights Restoration Act of 1987, (PL 100-209), (Broadened the scope, coverage and applicability of Title VI of the Civil Rights Act of 1964, The Age Discrimination Act of 1975 and Section 504 of the Rehabilitation Act of 1973, by expanding the definition of the terms "programs or activities" to include all of the programs or activities of the Federal-aid recipients, sub-recipients and contractors, whether such programs or activities are Federally funded or not); viii. Titles II and III of the Americans with Disabilities Act, which prohibit discrimination on the basis of disability in the operation of public entities, public and private transportation systems, places of public accommodation, and certain testing entities (42 U.S.C. §§ 12131-12189) as implemented by Department of Transportation regulations at 49 C.F.R. parts 37 and 38; ix. The Federal Aviation Administration's Non-discrimination statute (49 U.S.C. § 47123) (prohibits discrimination on the basis of race, color, national origin, and sex); X. Executive Order 12898, Federal Actions to Address Environmental Justice in Minority Populations and Low-Income Populations, which ensures Non-discrimination against minority populations by discouraging programs, policies, and activities with disproportionately high and adverse human health or environmental effects on minority and low-income populations; EEO COMPLIANCE DOCUMENTS - 3 xi. Executive Order 13166, Improving Access to Services for Persons with Limited English Proficiency, and resulting agency guidance, national origin discrimination includes discrimination because of Limited English proficiency (LEP). To ensure compliance with Title VI, you must take reasonable steps to ensure that LEP persons have meaningful access to your programs (70 Fed. Reg. at 74087 to 74100); xii. Title IX of the Education Amendments of 1972, as amended, which prohibits you from discriminating because of sex in education programs or activities (20 U.S.C. 1681 et seq). xiii. Washington Law Against Discrimination (Ch. 49.60 RCW) 7. The submission of the final invoice for this contract will constitute a reaffirmation that the preceding statements were complied with during the course of the contract's performance. By sig ing belo , I agree to fulfill the five requirements referenced above. For: Otak, Inc. Title: Principal Date: May 16, 2023 EEO COMPLIANCE DOCUMENTS - 4 CITY OF KENT ADMINISTRATIVE POLICY NUMBER: 1.2 EFFECTIVE DATE: October 20, 2022 SUBJECT: INCLUSIVE CONTRACTING SUPERSEDES: January 1, 1998 APPROVED BY Dana Ralph, Mayor POLICY: Equal employment opportunity and non-discrimination in contracting 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. Further, all contractors, subcontractors, consultants, suppliers, grantees, or subgrantees of the City, regardless of the value of the Agreement, are required to sign the City's Non-Discrimination Policy Declaration, prior to commencing performance. 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 coordinate with the City's Title VI coordinator, and perform 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 - 5 Otak ��► Exhibit A City of Kent Mill Creek at 76th Avenue S Flood Protection Improvements Final Design Otak Project No. 33048.13 Scope of Services This scope of work covers tasks to complete the design of the above listed project and to provide support during the advertisement and bid evaluation period. Tasks include: • Address topics that arise during final design coordination • Revise the design to accommodate a water main on the two driveway bridges, and adjust other bridge- supported utility details • Provide support during the advertisement and bid evaluation period Project Management Time is included to cover coordination and is incorporated into the tasks below. Task 1: 100% Stream Geometry Design This task includes stream, landscaping and storm drainage designed to approximately 100% completion under a previous contract. The design team will respond to questions and make minor design revisions as needed during final coordination of the City's design with Otak's design. Task 2: 100% Bridge and Retaining Wall Design This task includes three bridges and nine retaining walls designed to approximately 100% completion under a previous contract. The design team will respond to questions and make design revisions as needed during final coordination of the City's design with Otak's design. This will include bridge calculations and design details to support a 12-inch diameter water main on the downstream side of both driveway bridges, modifying bridge wing wall layout and design to accommodate the water lines, design details for removing the fire hydrant from the northeast corner of the north driveway bridge, and updating concrete barrier, approach slab, and wall layout and details associated with the fire hydrant removal. Task 3: Bridge Hangers for Gas Line The design team will adjust details for support of the gas line on one of the driveway bridges. Work will include coordinating with the City to determine the location of the gas line, and updating utility support details. Task 4: Bid Support As requested by the City, the design team will respond to bidder's questions, provide minor revisions to the plans with updated quantities and special provisions for addendum, attend a pre-bid meeting, and provide input into bid results. k:lprojectk33000k33048kcontractk33048bk2O23 0510 33048b mill creek scope.docx 11241 Willows Road NE, Suite 200 Redmond, WA 98052 • Phone (425)822-4446 Fax(425)827-9577 otak.com Q 00 N CO 00 00 00 (.0 (.0 N 00 O CD M co U) N N 00 Lo Lo C` co CD (�I�;O) q CA IQ U 00 ti U CM O N M l co M N w LC) Co LC) Iq O 00 00 s �sel�(q aa� Iejol 6» Nd� �» �» �» , *611), 4469-� X w (3jB;p) sanoH lL;ol N °r° co ccoo N M M w N M �p O 00 N p Al o O E m N 0) M a Y U yaal 6uu99ui6u3 o Y O a Al Iaa}iyaay I O Lo N n adeaspue� 00 C m to O y J In 4091NON o N N CL adeospuel N N (D •N � Q0 m U O� N � CD c N Al p r Lo to O 00 o Al aau6is9d v o N o v cm 00 C° O U �p 5UIJaaul5uA N co N N 00 o U CD00 O O O 0 X 3 N N 00 - °0 r ti LO 0 N co fA ER O O _ 16 a O aui6u �ini� u�J LL N N N O L CL 0 O W o (D o Z CM U a C � d .2) c c c m cB Q G N to 01 C N70 m a m 0 CO co C o 1.0 ton ca co c u) U � I d m a) � � w m > c a cu co a cn .ra � W F 06 'aaU O D�o CO) o a 0O C o c) oho •- d o � � o � a U Ch 7 i o y w242 .2 � � iB0 aio � m '� -0too Imo d o � ca p 'i CO) 0) C 0) C m 0) y U 0) C U C O 2 J a� to o � `off m o `oar O m N N c 0 C o = Cam = C o = eyo 45 o 0 C) 0 ii cai ca) ii m ca) C7 rn m H in — >N LUY p 0 O O O Z 04 M U i) 6 ~ Otak �2 ilk Otak, Inc. Billing Rate Schedule Billing Rate Sr. PIC/Sr. PM Civil 280.00 PIC/Sr. PM Civil 265.00 Civil Engineer X 214.00 Civil Engineer IX 204.00 Civil Engineer VIII 185.00 Civil Engineer VII 169.00 Civil Engineer VI 161.00 Civil Engineer V 154.00 Civil Engineer IV 141.00 Civil Engineer III 131.00 Civil Engineer II 121.00 Civil Engineer 1 112.00 Engineering Designer V 129.00 Engineering Designer IV 118.00 Engineering Designer III 108.00 Engineering Designer II 101.00 Engineering Designer 1 86.00 Engineering Tech VII 160.00 Engineering Tech VI 131.00 Engineering Tech V 120.00 Engineering Tech IV 109.00 Engineering Tech III 90.00 Engineering Tech II 80.00 Engineering Tech 1 69.00 Sr. PIC/Sr. PM LA/Mst Pin 275.00 PIC/Sr. PM LA/Master Plan 225.00 Landscape Architect VII 181.00 Landscape Architect VI 161.00 Landscape Architect V 153.00 Landscape Architect IV 138.00 Landscape Architect III 124.00 Landscape Architect II 115.00 Landscape Architect 1 102.00 Landscape Technician III 104.00 Landscape Technician II 88.00 Landscape Technician 1 77.00 Planner VI 191.00 Planner V 177.00 Planner IV 159.00 Planner III 146.00 Planner II 135.00 Planner 1 122.00 Page 1 of 2 Otak �2 ilk Otak, Inc. Billing Rate Schedule Billing Rate Planner Associate IV 119.00 Planner Associate III 108.00 Planner Associate II 94.00 Planner Associate 1 78.00 Sr. GIS Specialist- Planner 124.00 GIS Specialist- Planner 112.00 PIC/Scientist 224.00 Scientist VI 202.00 Scientist V 176.00 Scientist IV 151.00 Scientist III 129.00 Scientist II 113.00 Scientist 1 92.00 Environmental Specialist 143.00 PIC/PLS Sr. Manager 256.00 Professional Land Surveyor V 216.00 Professional Land Surveyor IV 171.00 Professional Land Surveyor III 158.00 Professional Land Surveyor II 141.00 Professional Land Surveyor 1 134.00 Survey Crew Chief III 134.00 Survey Crew Chief II 111.00 Survey Crew Chief 1 87.00 Survey Office Technician IV 131.00 Survey Office Technician III 121.00 Survey Office Technician II 97.00 Survey Office Technician 1 87.00 Survey Field Technician III 85.00 Survey Field Technician II 77.00 Survey Field Technician 1 70.00 Graphics Specialist 121.00 Project Coordinator III 155.00 Project Coordinator II 132.00 Project Coordinator 1 119.00 Project Admin. Asst 89.00 Page 2 of 2 Exhibit B Insurance Requirements Insurance The Contractor shall procure and maintain for the duration of the Agreement, insurance against claims for injuries to persons or damage to property which may arise from or in connection with the performance of the work hereunder by the Contractor, their agents, representatives, employees, or subcontractors. A. Minimum Scope of Insurance Contractor shall obtain insurance of the types described below: Commercial General Liability insurance shall be written on Insurance Services Office (ISO) occurrence form CG 00 01 and shall cover liability arising from premises, operations, independent contractors, products-completed operations, personal injury and advertising injury, and liability assumed under an insured contract. The Commercial General Liability insurance shall be endorsed to provide the Aggregate Per Project Endorsement ISO form CG 25 03 11 85. The City shall be named as an insured under the Contractor's Commercial General Liability insurance policy with respect to the work performed for the City using ISO additional insured endorsement CG 20 10 11 85 or a substitute endorsement providing equivalent coverage. Automobile Liability insurance providing bodily injury and property damage liability coverage for all owned, non-owned, hired, and leased vehicles used in the performance of this Agreement. This coverage must be on a primary and non-contributory basis only. Coverage shall be written on 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. Workers' Compensation coverage for the employees of Contractor and subcontractors as required by the Industrial Insurance laws of the State of Washington. Professional Liability or Errors & Omissions insurance appropriate to the Consultant's profession. B. Minimum Amounts of Insurance Contractor shall maintain the following insurance limits: Commercial General Liability insurance shall be written with limits no less than $2,000,000 per occurrence, $2,000,000 general aggregate, and $2,000,000 products-completed operations aggregate limit. Stop Gap Liability - $1,000,000/$1,000,000/$1,000,000 Primary Non-Contributory Additional Insured coverage for the City of Kent, et. al. Waiver of Subrogation Automobile Liability insurance with a minimum combined single limit for bodily injury and property damage of $1,000,000 per occurrence. Professional Liability or Errors & Omissions insurance shall be written with limits no less than $2,000,000 per claim and $2,000,000 policy aggregate limit. The above policy limits may be obtained with excess liability (umbrella) insurance. C. Other Insurance Provisions The insurance policies are to contain, or be endorsed to contain, the following provisions: 1. The Contractor's insurance coverage shall be primary insurance with respect to the City. Any insurance, self-insurance, or insurance pool coverage maintained by the City shall be in excess of the Contractor's insurance policies and shall not contribute to the Contractor's insurance policies. 2. The Contractor's insurance shall be endorsed to state that coverage shall not be cancelled by either party, except after thirty (30) days prior written notice has been given to the City, sent via certified mail, return receipt requested. 3. The City of Kent shall be named as an additional insured on all policies (except Professional Liability) with respect to work performed by or on behalf of the Contractor and a copy of the endorsement naming the City as an 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 Contractor's Commercial General Liability insurance shall also contain a clause stating that coverage shall apply separately to each insured against whom claims are made or suit is brought, except with respect 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 Contractor 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. The City waives no rights, and the Contractor is not excused from performance if Contractor fails to provide the City with a copy of the endorsements naming the City as a Primary Non-Contributory Additional Insured. F. Subcontractors Contractor shall include all subcontractors as insureds under its policies or shall furnish separate certificates and endorsements for each subcontractor. All coverage for subcontractors shall be subject to all the same insurance requirements as stated herein for the Contractor. Client#: 245599 OTAKINC DATE(MM/DD/YYYY) ACORDTM CERTIFICATE OF LIABILITY INSURANCE 5/18/2023 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 any rights to the certificate holder in lieu of such endorsement(s). PRODUCER NAME: Carly Underwood Edgewood Partners Ins. Center/Greyling PHONE 770.670.5324 FAX 770.670.5324 A/C No Ext: A/C,No 3780 Mansell Rd. Suite 370 E-MAIL ADDRESS: greylingcerts@greyling.com Alpharetta, GA 30022 INSURER(S)AFFORDING COVERAGE NAIC# INSURER A:The Travelers Indemnity Company 25658 INSURED INSURER B:Travelers Property Casualty Co of Amer 25674 Otak, Inc. INSURER C: Y Llo d s of London 085202 808 SW Third Avenue, Suite 800 The Travelers Indemnity Co of America 25666 INSURER D: Y Portland, OR 97204 INSURER E INSURER F: COVERAGES CERTIFICATE NUMBER: 23-24 REVISION NUMBER: THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACTOR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. LT R TYPE OF INSURANCE ADDL SUBR POLICY EFF POLICY EXP LIMITS LTR INSR WVD POLICY NUMBER MM/DD MM/DD A X COMMERCIAL GENERAL LIABILITY 6805H242469 1/01/2023 01/01/2024 EACH OCCURRENCE $1 000000 CLAIMS-MADE �OCCUR PREMISES ERENTED rr nce $1,000,000 MED EXP(Any one person) s5,000 PERSONAL&ADV INJURY $1,000,000 GEN'L AGGREGATE LIMIT APPLIES-1 PPPLLIIEES PER: GENERAL AGGREGATE $2,000,000 POLICY X1 JECTPRO- X LOC PRODUCTS-COMP/OP AGG $2,000,000 OTHER: WA Stop Gap $1,000,000 D AUTOMOBILE LIABILITY BA3R284328 1/01/2023 01/01/202 (COMINED Ea acciden SINGLE LIMIT $110001000 X ANY AUTO BODILY INJURY(Per person) $ OWNED SCHEDULED BODILY INJURY(Per accident) $ AUTOS ONLY AUTOS HIRED NON-OWNED PROPERTY DAMAGE X AUTOS ONLY X AUTOS ONLY Per accident $ B X UMBRELLA LIAB X OCCUR CUP5C857081 1/01/2023 01/01/2024 EACH OCCURRENCE $10 000 000 EXCESS LIAB CLAIMS-MADE AGGREGATE $1 O 000 000 DED I X RETENTION$1 O 000 $ WORKERS COMPENSATION PER OH- AND EMPLOYERS'LIABILITY Y/N STATUTE ER ANY PROPRIETOR/PARTNER/EXECUTIVE E.L.EACH ACCIDENT $ OFFICER/MEMBER EXCLUDED? N/A (Mandatory in NH) E.L.DISEASE-EA EMPLOYEE $ If yes,describe under DESCRIPTION OF OPERATIONS below E.L.DISEASE-POLICY LIMIT $ C Professional LDUSA2305125 1/01/2023 01/01/202 Per Claim $2,000,000 Liability Aggregate$4,000,000 DESCRIPTION OF OPERATIONS/LOCATIONS/VEHICLES(ACORD 101,Additional Remarks Schedule,may be attached if more space is required) Re: Mill Creek/76th Avenue S Flood Protection Improvements. Otak Project#033048.1300. The City of Kent is named as an Additional Insured on the above referenced liability policies with the exception of professional liability where required by written contract.The above referenced liability policies are primary &non-contributory where required by written contract.Waiver of Subrogation in favor of Additional Insured where required by written contract&allowed by law. Umbrella Follows Form with (See Attached Descriptions) CERTIFICATE HOLDER CANCELLATION City of Kent SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN 220 4th Ave South ACCORDANCE WITH THE POLICY PROVISIONS. Kent,WA 98032-6050 AUTHORIZED REPRESENTATIVE ©1988-2015 ACORD CORPORATION.All rights reserved. ACORD 25(2016/03) 1 of 2 The ACORD name and logo are registered marks of ACORD #S5570731/M5131382 MSH04 DESCRIPTIONS (Continued from Page 1) respects to General,Automobile&Employers Liability Policies. Should any of the above described policies be cancelled by the issuing insurer before the expiration date thereof,we will endeavor to provide 30 days'written notice(except 10 days for nonpayment of premium)to the Certificate Holder. Separation of Insureds applies to the General Liability Policy. SAGITTA 25.3(2016/03) 2 of 2 #S5570731/M5131382 CERTIFICATE OF LIABILITY INSURANCE DATE(MM/DD/YYYY) 05/18/2023 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER.THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND,EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S),AUTHORIZED REPRESENTATIVE OR PRODUCER,AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder is an ADDITIONAL INSURED,the policy(ies)must have ADDITIONAL INSURED provisions or be endorsed. If SUBROGATION IS WAIVED,subject to the terms and conditions of the policy,certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). PRODUCER CONTACT Oksana Sulza NAME: Elliott Powell Baden and Baker Inc. H0 p o Exf: (503)227-1771 A No: (503)274-7644 An ISU Network Member E-MAIL osulza@epbb.com ADDRESS: 1521 SW Salmon Street INSURER(S)AFFORDING COVERAGE NAIC# Portland OR 97205-1783 INSURERA: SAIF 36196 INSURED INSURER B: Otak Inc. INSURER C: 808 SW 3rd Ave Ste 800 INSURER D: INSURER E: Portland OR 97204 INSURER F: COVERAGES CERTIFICATE NUMBER: 23/24 WC REVISION NUMBER: THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT,TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN,THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES.LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. ILTR TYPE OF INSURANCE INSD WVD POLICY NUMBER MM DD YYYY MM DD YYYY LIMITS 4—lom MERCIAL GENERAL LIABILITY EACH OCCURRENCE $ DAMAGE TO RETED CLAIMS-MADE OCCUR PREM IS Ea occ rrence $ MED EXP(Any one person) $ -PERSONAL&ADV INJURY $ GEN'LAGGREGATE LIMITAPPLIES PER: GENERAL AGGREGATE $ POLICY ❑ PRO- POLICY ❑ LOC PRODUCTS-COMP/OP AGG $ OTHER: $ AUTOMOBILE LIABILITY COMBINED SINGLE LIMIT $ Ea accident ANYAUTO BODILY INJURY(Per person) $ OWNED SCHEDULED BODILY INJURY(Per accident) $ AUTOS ONLY AUTOS HIRED NON-OWNED PROPERTY DAMAGE $ AUTOS ONLY AUTOS ONLY Per accident UMBRELLA LIAB OCCUR EACH OCCURRENCE $ EXCESS LIAB CLAIMS-MADE AGGREGATE $ DED I I RETENTION $ r $ WORKERS COMPENSATION X PER STATUTE EORH AND EMPLOYERS'LIABILITY Y/N 1,000,000 ANY PROPRIETOR/PARTNER/EXECUTIVE E.L.EACH ACCIDENT $ OFFICER/MEMBER EXCLUDED? NIA Y 487431 01/01/2023 01/01/2024 (Mandatory in NH) E.L.DISEASE-EA EMPLOYEE $ 1,000,000 If yes,describe under 1,000,000 DESCRIPTION OF OPERATIONS below E.L.DISEASE-POLICY LIMIT $ DESCRIPTION OF OPERATIONS/LOCATIONS/VEHICLES (ACORD 101,Additional Remarks Schedule,may be attached if more space is required) Per attached WC000313 Re:Mill Creek/76th Avenue S Flood Protection Improvements.Otak project#033048.1300. CERTIFICATE HOLDER CANCELLATION SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF,NOTICE WILL BE DELIVERED IN City of Kent ACCORDANCE WITH THE POLICY PROVISIONS. 220 4th Ave South AUTHORIZED REPRESENTATIVE 9KzM0, Kent WA 98032 \ItIZo-/ @ 1988-2015 ACORD CORPORATION. All rights reserved. ACORD 25(2016/03) The ACORD name and logo are registered marks of ACORD www.saif.com ■ saif Work. Life. Oregon. Carrier no: 20001 Endorsement no: WC000313 (Ed. 43013) SAIF policy: 487431 Otak Inc Waiver of Our Right to Recover from Others Endorsement We have the right to recover our payments from anyone liable for an injury covered by this policy. We will not enforce our right against the person or organization named in the Schedule. This agreement shall not operate directly or indirectly to benefit anyone not named in the Schedule. Schedule Description: ALL OPERATIONS Contractor name: Persons and/or organizations with whom the insured-employer is required by written contract to waive subrogation rights. This endorsement does not alter the rights of an injured worker to pursue recovery from another party or SAIF to receive a statutory share of recoveries by an injured worker, even from the party listed in the schedule. The premium charge for this endorsement is based on one (1) percent of your manual premium. Effective date: January 01, 2023 This endorsement changes the policy to which it is attached and is effective on the date issued unless otherwise stated. Countersigned December 20, 2022 at Salem, Oregon WC000313 Chip Terhune (Ed. 430B) President and Chief Executive Officer 400 High Street SE Salem,OR 97312 P:800.285.8525 F:503.373.8020 Pol_PC1_E430B POlICy #: BA3R284328 COMMERCIAL AUTO THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. BUSINESS AUTO EXTENSION ENDORSEMENT This endorsement modifies insurance provided under the following: BUSINESS AUTO COVERAGE FORM 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 this en- dorsement and the rest of your policy carefully to determine rights, duties, and what is and is not covered. A. BROAD FORM NAMED INSURED H. HIRED AUTO PHYSICAL DAMAGE — LOSS OF B. BLANKET ADDITIONAL INSURED USE—INCREASED LIMIT C. EMPLOYEE HIRED AUTO I. PHYSICAL DAMAGE — TRANSPORTATION EXPENSES—INCREASED LIMIT D. EMPLOYEES AS INSURED J. PERSONAL PROPERTY E. SUPPLEMENTARY PAYMENTS — INCREASED K. AIRBAGS LIMITS L. NOTICE AND KNOWLEDGE OF ACCIDENT OR F. HIRED AUTO — LIMITED WORLDWIDE COV- LOSS ERAGE — INDEMNITY BASIS M. BLANKET WAIVER OF SUBROGATION G. WAIVER OF DEDUCTIBLE — GLASS N. UNINTENTIONAL ERRORS OR OMISSIONS PROVISIONS A. BROAD FORM NAMED INSURED this insurance applies and only to the extent that The following is added to Paragraph A.1., Who Is person or organization qualifies as an "insured" An Insured, of SECTION II — COVERED AUTOS under the Who Is An Insured provision contained LIABILITY COVERAGE: in Section II. Any organization you newly acquire or form dur- C. EMPLOYEE HIRED AUTO ing the policy period over which you maintain 1. The following is added to Paragraph A.1., 50% or more ownership interest and that is not Who Is An Insured, of SECTION II — COV- separately insured for Business Auto Coverage. ERED AUTOS LIABILITY COVERAGE: Coverage under this provision is afforded only un- An "employee" of yours is an "insured" while til the 180th day after you acquire or form the or- operating an "auto" hired or rented under a ganization or the end of the policy period, which- contract or agreement in an "employee's" ever is earlier. name, with your permission, while performing duties related to the conduct of your busi- B. BLANKET ADDITIONAL INSURED ness. The following is added to Paragraph c. in A.1., 2. The following replaces Paragraph b. in B.5., Who Is An Insured, of SECTION II — COVERED Other Insurance, of SECTION IV — BUSI- AUTOS LIABILITY COVERAGE: NESS AUTO CONDITIONS: Any person or organization who is required under b. For Hired Auto Physical Damage Cover- a written contract or agreement between you and age, the following are deemed to be cov- that person or organization, that is signed and ered "autos"you own: executed by you before the "bodily injury" or (1) Any covered "auto" you lease, hire, "property damage" occurs and that is in effect rent or borrow; and during the policy period, to be named as an addi- (2) Any covered "auto" hired or rented by tional insured is an "insured" for Covered Autos your "employee" under a contract in Liability Coverage, but only for damages to which an "employee's" name, with your CA T3 53 02 15 ©2015 The Travelers Indemnity Company.All rights reserved. Page 1 of 4 Includes copyrighted material of Insurance Services Office, Inc.with its permission. COMMERCIAL AUTO permission, while performing duties (a) With respect to any claim made or "suit" related to the conduct of your busi- brought outside the United States of ness. America, the territories and possessions However, any "auto" that is leased, hired, of the United States of America, Puerto rented or borrowed with a driver is not a Rico and Canada: covered "auto". (i) You must arrange to defend the "in- D. EMPLOYEES AS INSURED sured" against, and investigate or set- The following is added to Paragraph A.1., Who Is tle any such claim or "suit" and keep An Insured, of SECTION II — COVERED AUTOS us advised of all proceedings and ac- tions. LIABILITY COVERAGE: Any "employee" of yours is an "insured" while us- (ii) Neither you nor any other involved Insured will make any settlement ing a covered "auto"you don't own, hire or borrow without our consent. in your business or your personal affairs. E. SUPPLEMENTARY PAYMENTS — INCREASED (ill) in may, at our discretion, participate LIMITS in defending the "insured" against, or in the settlement of, any claim or 1. The following replaces Paragraph A.2.a.(2), "suit". of SECTION II — COVERED AUTOS LIABIL- (iv) We will reimburse the "insured" for ITY COVERAGE: sums that the "insured" legally must (2) Up to $3,000 for cost of bail bonds (in- pay as damages because of "bodily cluding bonds for related traffic law viola- injury" or "property damage" to which tions) required because of an "accident" this insurance applies, that the "in- we cover. We do not have to furnish sured" pays with our consent, but these bonds. only up to the limit described in Para- 2. The following replaces Paragraph A.2.a.(4), graph C., Limits Of Insurance, of of SECTION II — COVERED AUTOS LIABIL- SECTION II — COVERED AUTOS ITY COVERAGE: LIABILITY COVERAGE. (4) All reasonable expenses incurred by the (v) We will reimburse the "insured" for "insured" at our request, including actual the reasonable expenses incurred loss of earnings up to $500 a day be- with our consent for your investiga- cause of time off from work. tion of such claims and your defense of the "insured" against any such F. HIRED AUTO — LIMITED WORLDWIDE COV- "suit", but only up to and included ERAGE— INDEMNITY BASIS within the limit described in Para- The following replaces Subparagraph (5) in Para- graph C., Limits Of Insurance, of graph B.7., Policy Period, Coverage Territory, SECTION II — COVERED AUTOS of SECTION IV — BUSINESS AUTO CONDI- LIABILITY COVERAGE, and not in TIONS: addition to such limit. Our duty to (5) Anywhere in the world, except any country or make such payments ends when we jurisdiction while any trade sanction, em- have used up the applicable limit of bargo, or similar regulation imposed by the insurance in payments for damages, United States of America applies to and pro- settlements or defense expenses. hibits the transaction of business with or (b) This insurance is excess over any valid within such country or jurisdiction, for Cov- and collectible other insurance available ered Autos Liability Coverage for any covered to the "insured" whether primary, excess, "auto" that you lease, hire, rent or borrow contingent or on any other basis. without a driver for a period of 30 days or less (c) This insurance is not a substitute for re- and that is not an "auto" you lease, hire, rent quired or compulsory insurance in any or borrow from any of your "employees", country outside the United States, its ter- partners (if you are a partnership), members ritories and possessions, Puerto Rico and (if you are a limited liability company) or Canada. members of their households. Page 2 of 4 ©2015 The Travelers Indemnity Company.All rights reserved. CA T3 53 02 15 Includes copyrighted material of Insurance Services Office, Inc.with its permission. COMMERCIAL AUTO You agree to maintain all required or (2) In or on your covered "auto". compulsory insurance in any such coun- This coverage applies only in the event of a total try up to the minimum limits required by theft of your covered "auto". local law. Your failure to comply with No deductibles apply to this Personal Property compulsory insurance requirements will not invalidate the coverage afforded by coverage. this policy, but we will only be liable to the K. AIRBAGS same extent we would have been liable The following is added to Paragraph B.3., Exclu- had you complied with the compulsory in- sions, of SECTION III — PHYSICAL DAMAGE surance requirements. COVERAGE: (d) It is understood that we are not an admit- Exclusion 3.a. does not apply to "loss" to one or ted or authorized insurer outside the more airbags in a covered "auto" you own that in- United States of America, its territories flate due to a cause other than a cause of "loss" and possessions, Puerto Rico and Can- set forth in Paragraphs A.1.b. and A.1.c., but ada. We assume no responsibility for the only: furnishing of certificates of insurance, or a. If that "auto" is a covered "auto" for Compre- for compliance in any way with the laws hensive Coverage under this policy; of other countries relating to insurance. b. The airbags are not covered under any war- G. WAIVER OF DEDUCTIBLE — GLASS ranty; and The following is added to Paragraph D., Deducti- c. The airbags were not intentionally inflated. ble, of SECTION III — PHYSICAL DAMAGE We will pay up to a maximum of $1,000 for any COVERAGE: one "loss". No deductible for a covered "auto" will apply to L. NOTICE AND KNOWLEDGE OF ACCIDENT OR glass damage if the glass is repaired rather than LOSS replaced. The following is added to Paragraph A.2.a., of H. HIRED AUTO PHYSICAL DAMAGE — LOSS OF SECTION IV—BUSINESS AUTO CONDITIONS: USE— INCREASED LIMIT Your duty to give us or our authorized representa- The following replaces the last sentence of Para- tive prompt notice of the "accident" or "loss" ap- graph AA.b., Loss Of Use Expenses, of SEC- plies only when the "accident" or "loss" is known TION III— PHYSICAL DAMAGE COVERAGE: to: However, the most we will pay for any expenses (a) You (if you are an individual); for loss of use is $65 per day, to a maximum of (b) A partner(if you are a partnership); $750 for any one "accident". (c) A member (if you are a limited liability com- I. PHYSICAL DAMAGE — TRANSPORTATION pany); EXPENSES— INCREASED LIMIT (d) An executive officer, director or insurance The following replaces the first sentence in Para- manager (if you are a corporation or other or- graph A.4.a., Transportation Expenses, of ganization); or SECTION III — PHYSICAL DAMAGE COVER- (e) Any "employee" authorized by you to give no- AGE: tice of the "accident" or"loss". We will pay up to $50 per day to a maximum of M. BLANKET WAIVER OF SUBROGATION $1,500 for temporary transportation expense in- The following replaces Paragraph A.5., Transfer curred by you because of the total theft of a cov- Of Rights Of Recovery Against Others To Us, ered "auto" of the private passenger type. of SECTION IV — BUSINESS AUTO CONDI- J. PERSONAL PROPERTY TIONS: The following is added to Paragraph AA., Cover- 5. Transfer Of Rights Of Recovery Against age Extensions, of SECTION III — PHYSICAL Others To Us DAMAGE COVERAGE: We waive any right of recovery we may have Personal Property against any person or organization to the ex- We will a u to $400 for "loss" to wearing a - tent required of you by a written contract pay p 9 p signed and executed prior to any "accident" parel and other personal property which is: or"loss", provided that the "accident" or"loss" (1) Owned by an "insured"; and arises out of operations contemplated by CA T3 53 02 15 ©2015 The Travelers Indemnity Company.All rights reserved. Page 3 of 4 Includes copyrighted material of Insurance Services Office, Inc.with its permission. COMMERCIAL AUTO such contract. The waiver applies only to the The unintentional omission of, or unintentional person or organization designated in such error in, any information given by you shall not contract. prejudice your rights under this insurance. How- N. UNINTENTIONAL ERRORS OR OMISSIONS ever this provision does not affect our right to col- The following is added to Paragraph B.2., Con- lect additional premium or exercise our right of cealment, Misrepresentation, Or Fraud, of cancellation or non-renewal. SECTION IV— BUSINESS AUTO CONDITIONS: Page 4 of 4 ©2015 The Travelers Indemnity Company.All rights reserved. CA T3 53 02 15 Includes copyrighted material of Insurance Services Office, Inc.with its permission. Policy Number: BA3R284328 COMMERCIAL AUTO THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. BLANKET ADDITIONAL INSURED - PRIMARY AND NON-CONTRIBUTORY WITH OTHER INSURANCE This endorsement modifies insurance provided under the following: BUSINESS AUTO COVERAGE FORM PROVISIONS 2. The following is added to Paragraph B.S., Other 1. The following is added to Paragraph A.1.c., Who Insurance of SECTION IV — BUSINESS AUTO Is An Insured, of SECTION II — COVERED CONDITIONS: AUTOS LIABILITY COVERAGE: Regardless of the provisions of paragraph a. and This includes any person or organization who you paragraph d. of this part S. Other Insurance, this are required under a written contract or insurance is primary to and non-contributory with agreement between you and that person or applicable other insurance under which an organization, that is signed by you before the additional insured person or organization is the "bodily injury" or "property damage" occurs and first named insured when the written contract or that is in effect during the policy period, to name agreement between you and that person or as an additional insured for Covered Autos organization, that is signed by you before the Liability Coverage, but only for damages to which "bodily injury" or "property damage" occurs and this insurance applies and only to the extent of that is in effect during the policy period, requires that person's or organization's liability for the this insurance to be primary and non-contributory. conduct of another"insured". CA T4 74 02 16 ©2016 The Travelers Indemnity Company.All rights reserved. Page 1 of 1 Includes copyrighted material of Insurance Services Office, Inc.with its permission. COMMERCIAL GENERAL LIABILITY Policy Number: 68051-1242469 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. BLANKET ADDITIONAL INSURED (ARCHITECTS, ENGINEERS AND SURVEYORS) This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART 1. The following is added to SECTION II —WHO IS h. This insurance does not apply to "bodily AN INSURED: injury" or "property damage" caused by "your Any person or organization that you agree in a work" and included in the "products- "written contract requiring insurance" to include as completed operations hazard" unless the an additional insured on this Coverage Part, but: "written contract requiring insurance" specifically requires you to provide such a. Only with respect to liability for "bodily injury", coverage for that additional insured, and then "property damage" or"personal injury'; and the insurance provided to the additional b. If, and only to the extent that, the injury or insured applies only to such "bodily injury" or damage is caused by acts or omissions of "property damage" that occurs before the end you or your subcontractor in the performance of the period of time for which the "written of "your work" to which the "written contract contract requiring insurance" requires you to requiring insurance" applies, or in connection provide such coverage or the end of the with premises owned by or rented to you. policy period, whichever is earlier. The person or organization does not qualify as an 2. The following is added to Paragraph 4.a. of additional insured: SECTION IV — COMMERCIAL GENERAL c. With respect to the independent acts or LIABILITY CONDITIONS: omissions of such person or organization; or The insurance provided to the additional insured d. For "bodily injury", "property damage" or is excess over any valid and collectible other "personal injury" for which such person or insurance, whether primary, excess, contingent or organization has assumed liability in a on any other basis, that is available to the additional insured for a loss we cover. However, if contract or agreement. you specifically agree in the "written contract The insurance provided to such additional insured requiring insurance" that this insurance provided is limited as follows: to the additional insured under this Coverage Part e. This insurance does not apply on any basis to must apply on a primary basis or a primary and non-contributory basis, this insurance is primary any person or organization for which to other insurance available to the additional coverage as an additional insured specifically insured which covers that person or organizations is added by another endorsement to this as a named insured for such loss, and we will not Coverage Part. share with the other insurance, provided that: f. This insurance does not apply to the (1) The "bodily injury" or "property damage" for rendering of or failure to render any which coverage is sought occurs; and professional services". g. In the event that the Limits of Insurance of the (2) The "personal injury" for which coverage is sought arises out of an offense committed; Coverage Part shown in the Declarations exceed the limits of liability required by the after you have signed that "written contract "written contract requiring insurance", the requiring insurance". But this insurance provided insurance provided to the additional insured to the additional insured still is excess over valid shall be limited to the limits of liability required and collectible other insurance, whether primary, by that "written contract requiring insurance". excess, contingent or on any other basis, that is This endorsement does not increase the available to the additional insured when that limits of insurance described in Section III — person or organization is an additional insured Limits Of Insurance. under any other insurance. CG D3 81 09 15 ©2015 The Travelers Indemnity Company.All rights reserved. Page 1 of 2 Includes the copyrighted material of Insurance Services Office, Inc.,with its permission COMMERCIAL GENERAL LIABILITY 3. The following is added to Paragraph 8., Transfer 4. The following definition is added to the Of Rights Of Recovery Against Others To Us, DEFINITIONS Section: of SECTION IV — COMMERCIAL GENERAL "Written contract requiring insurance" means that LIABILITY CONDITIONS: part of any written contract under which you are We waive any right of recovery we may have required to include a person or organization as an against any person or organization because of additional insured on this Coverage Part, payments we make for "bodily injury", "property provided that the "bodily injury" and "property damage" or "personal injury" arising out of "your damage" occurs and the "personal injury" is work" performed by you, or on your behalf, done caused by an offense committed: under a written contract requiring insurance with that person or organization. We waive this right a. After you have signed that written contract; only where you have agreed to do so as part of b. While that part of the written contract is in the "written contract requiring insurance" with effect; and such person or organization signed by you before, and in effect when, the "bodily injury" or c. Before the end of the policy period. "property damage" occurs, or the "personal injury" offense is committed. Page 2 of 2 ©2015 The Travelers Indemnity Company.All rights reserved. CG D3 81 09 15 Includes the copyrighted material of Insurance Services Office, Inc.,with its permission COMMERCIAL GENERAL LIABILITY POLICY NUMBER: 6805H242469 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. TOTAL AGGREGATE LIMIT OTHER THAN PROJECTS AND DESIGNATED PROJECT AND LOCATION AGGREGATE LIMITS This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART SCHEDULE —LIMITS OF INSURANCE AND DESIGNATED PROJECTS AND LOCATIONS LIMITS OF INSURANCE Total Aggregate Limit $ 10,000,000 (Other Than Projects and Products-Completed Operations) Designated Location Aggregate Limit $ 2,000,000 (Other Than Products-Completed Operations) Designated Project Aggregate Limit $ 2,000,000 (Other Than Products-Completed Operations) General Aggregate Limit $ 2,000,000 (Other Than Products-Completed Operations) Designated Projects: Each "project" for which you have agreed, in a written contract which is in effect during this policy period, to provide a separate General Aggregate Limit, provided that the contract is signed by you before the "bodily injury" or "property damage" occurs. Designated Locations: All locations listed in Item 3. of the Common Policy Declarations or in any Master Pac Account Exposure Endorsement included in this policy. PROVISIONS 1. The General Aggregate Limit (Other Than 1. The Limits of Insurance shown in the Products-Completed Operations) shown in the Declarations or the Schedule — Limits Of Declarations is replaced by the Limits of Insurance And Designated Projects And Insurance shown in the Schedule — Limits Of Locations, whichever apply, and the rules Insurance And Designated Projects And below fix the most we will pay regardless of Locations. the number of: 2. The following replaces Paragraph 1. of SECTION a. Insureds; III —LIMITS OF INSURANCE: b. Claims made or"suits" brought; CG D4 69 02 19 ©2017 The Travelers Indemnity Company.All rights reserved. Page 1 of 3 Includes copyrighted material of Insurance Services Office, Inc.with its permission. COMMERCIAL GENERAL LIABILITY c. Persons or organizations making claims under Coverage B. Instead, the or bringing "suits"; or General Aggregate Limit described in d. "Projects" or"locations". Paragraph 2.d. below applies to such 3. The following replaces Paragraph 2. of SECTION damages. III—LIMITS OF INSURANCE: (5) Any payments made for damages or 2. a. The Total Aggregate Limit shown in the medical expenses to which the Designated Project Aggregate Limit Schedule — Limits Of Insurance And applies will reduce the Designated Designated Projects And Locations is the Project Aggregate Limit for the most we will pay for the sum of all applicable "project". Such payments amounts under the Designated Location will not reduce the Total Aggregate Aggregate Limit and all amounts under Limit, the General Aggregate Limit the General Aggregate Limit. This described in Paragraph 2.d. below, includes: the Designated Project Aggregate (1) Damages under Coverage A, except Limit for any other "project" or the damages because of"bodily injury" or Designated Location Aggregate Limit. "property damage" included in c. Subject to the Total Aggregate Limit the "products-completed operations described in Paragraph 2.a. above, the hazard"; Designated Location Aggregate Limit (2) Damages under Coverage B; and shown in the Schedule — Limits Of (3) Medical expenses under Coverage C. Insurance And Designated Projects And Locations applies and is further subject to b. The Designated Project Aggregate Limit all of the following provisions: shown in the Schedule — Limits Of Insurance And Designated Projects And (1) The Designated Location Aggregate Locations applies and is further subject to Limit is the most we will pay for the all of the following provisions: sum of: (1) The Designated Project Aggregate (a) Damages under Coverage A Limit is the most we will pay for the because of "bodily injury" and sum of: "property damage" caused by (a) Damages under Coverage A "occurrences'; and because of "bodily injury" and (b) Medical expenses under "property damage" caused by Coverage C for "bodily injury" "occurrences"; and caused by accidents; (b) Medical expenses under that can be attributed only to Coverage C for "bodily injury" operations at a single "location". caused by accidents; (2) The Designated Location Aggregate that can be attributed only to Limit applies separately to each operations at a single "project". "location". (2) The Designated Project Aggregate (3) The Designated Location Aggregate Limit applies separately to each Limit does not apply to damages "project". because of"bodily injury" or "property (3) The Designated Project Aggregate damage" included in the "products- Limit does not apply to damages completed operations hazard". because of"bodily injury" or "property Instead, the Products-Completed damage" included in the "products- Operations Aggregate Limit completed operations hazard". described in Paragraph 3. below Instead, the Products-Completed applies to such damages. Operations Aggregate Limit (4) The Designated Location Aggregate described in Paragraph 3. below Limit does not apply to damages applies to such damages. under Coverage B. Instead, the (4) The Designated Project Aggregate General Aggregate Limit described in Limit does not apply to damages Page 2 of 3 ©2017 The Travelers Indemnity Company.All rights reserved. CG D4 69 02 19 Includes copyrighted material of Insurance Services Office,Inc.with its permission. COMMERCIAL GENERAL LIABILITY Paragraph 2.d. below applies to such General Aggregate Limit applies will damages. reduce: (5) Any payments made for damages or (a) The Total Aggregate Limit; and medical expenses to which the Designated Location Aggregate Limit (b) The General Aggregate Limit. applies will reduce: Such payments will not reduce the (a) The Total Aggregate Limit; and Designated Project Aggregate Limit for any "project" or the Designated (b) The Designated Location Location Aggregate Limit for any Aggregate Limit for the applicable "location". "location". Such payments will not reduce the 4. The following replaces Paragraph 3. of SECTION General Aggregate Limit described in III —LIMITS OF INSURANCE: Paragraph 2.d. below, the 3. The Products-Completed Operations Aggre- Designated Project Aggregate Limit gate Limit shown in the Declarations is the or the Designated Location most we will pay under Coverage A for Aggregate Limit for any other damages because of "bodily injury" or "location". "property damage" included in the "products- completed operations hazard". Any payments d. Subject to the Total Aggregate Limit made for such damages will not reduce the described in Paragraph 2.a. above, the Total Aggregate Limit, the General Aggregate General Aggregate Limit shown in the Limit, the Designated Project Aggregate Limit Schedule — Limits Of Insurance And for any "project" or the Designated Location Designated Projects And Locations Aggregate Limit for any"location". applies and is further subject to all of the following provisions: S. The following is added to the DEFINITIONS Section: (1) The General Aggregate Limit is the most we will pay for the sum of: "Location" means any designated location shown in the Schedule — Limits Of Insurance And (a) Damages under Coverage A Designated Projects and Locations that is owned because of "bodily injury" and by or rented to you. For the purposes of "property damage" caused by determining the applicable aggregate limit of "occurrences", and medical insurance, each "location" that includes a expenses under Coverage C for premises involving the same or connecting lots, "bodily injury" caused by or premises whose connection is interrupted only accidents, that cannot be by a street, roadway or waterway, or by a right-of- attributed only to operations at a way of a railroad, will be considered a single single "project" or a single "location". "location"; and "Project" means any designated project shown in (b) Damages under Coverage B. the Schedule — Limits Of Insurance And (2) The General Aggregate Limit does Designated Projects And Locations that is away not apply to damages for "bodily from premises owned by or rented to you and at injury" or "property damage" included which you ar a contract oe agreemmingent.operations purposest to of in the "products-completed oper- ations hazard". Instead, the determining the applicable aggregate limit of Products-Completed Operations insurance, each "project" that includes a premises Aggregate Limit described in involving the same or connecting lots, or Paragraph 3. below applies to such premises whose connection is interrupted only by damages. a street, roadway or waterway, or by a right-of- way of a railroad, will be considered a single (3) Any payments made for damages or "project". medical expenses to which the CG D4 69 02 19 ©2017 The Travelers Indemnity Company.All rights reserved. Page 3 of 3 Includes copyrighted material of Insurance Services Office, Inc.with its permission.