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HomeMy WebLinkAboutCAG2024-092 - Original - Terracon Consultants, Inc. - Linda Heights Pump Station - 02/29/2024 FOR CITY OF KENT OFFICIAL USE ONLY Sup/Mgr: Agreement Routing Form DirAsst: • For Approvals,Signatures and Records Management Dir/Dep: KENT This form combines&replaces the Request for Mayor's Signature and Contract Cover (optional) W A S H I N G T O N Sheet forms. (Print on pink or cherry colored paper) Originator: Department: Karin Bayes for Brian Shields Public Works Date Sent: Date Required: 0 02/21/2024 2/28/2024 Q Mayor or Designee to Sign. Date of Council Approval: Q Q Interlocal Agreement Uploaded to Website N/A Budqet Account Number: Grant? Yes NoF71 Budget? Yes E]No Type: N/A Vendor Name: Category Terracon Consultants, Inc. Contract Vendor Number: Sub-Category: ° Original 0 Project Name: Linda Heights Pump Station 3- Project Details: 0 Consultant shall provide special inspection and materials testing r_ for the Linda Heights Pump Station project c Basis for Selection of Contractor: AgreementAmoun • $38,335 Other E *Memo to Mayor must be attached i Start Date: Upon Execution Termination Date: 12/31/2025 Q Local Business? Yes F—]No*If meets requirements per KCC 3.70.100,please complete'Vendor Purchose-Locol Exceptions"form on Cityspace. Business License Verification: ❑Yes In-Process❑Exempt(KCC 5.01.045) ❑Authorized Signer Verified Notice required prior to disclosure? Contract Number: F—]YesF—]No CAG2024-092 Comments: H i 3 f0 IM C C a1 3 cc a, a, cc Date Received:City Attorney: 2/23/24 Date Routed:Mayor's Office 2/29/24 City Clerk's Office3/1/24 adccW22373_1_20 Visit Documents.KentWA.gov to obtain copies of all agreements rev.20221201 �I oe�0�. �,KcNT WASHiNG,oN CONSULTANT SERVICES AGREEMENT between the City of Kent and Terracon Consultants, Inc. THIS AGREEMENT is made between the City of Kent, a Washington municipal corporation (hereinafter the "City"), and Terracon Consultants, Inc. organized under the laws of the State of Delaware, located and doing business at 20225 Cedar Valley Road, Suite 110, Lynnwood, WA 98036, Phone: (425)742-9360, Contact: Hanna Birkvold (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 special inspection and materials testing for the Linda Heights Pump Station 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, 2025. III. COMPENSATION. A. The City shall pay the Consultant, based on time and materials, an amount not to exceed Thirty Eight Thousand,Three Hundred Thirty Five Dollars ($38,335), 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. Consultant may retain one copy of all work product for its internal record- keeping purposes. 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. CONSULTANT: CITY OF KENT: 1 1v� *Ww— Print Name: Kevin Graham Print Name: Dana Ralph Its Principal / Office Manager Its Mayor DATE: 02/16/2024 DATE: 02/29/2024 NOTICES TO BE SENT TO: NOTICES TO BE SENT TO: CONSULTANT: CITY OF KENT: Hanna Birkvold Chad Bieren, P.E. Terracon Consultants, Inc. City of Kent 20225 Cedar Valley Road, Suite 110 220 Fourth Avenue South Lynnwood, WA 98036 Kent, WA 98032 (425) 697-1183 (telephone) (253) 856-5500 (telephone) Hanna.Birkvold@Terracon.com (email) PublicWorks@KentWA.gov (email) APPROVED AS TO FORM: Kent Law Department ATTEST: 4�� 6MA Kent City Clerk P:Admin\Contracts\Dani 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 signing below, I agree to fulfill the five requirements referenced above. By: 1""Vu- For: TSVC, INC. Title: Principal/Office Manager Date: 02/19/2024 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 City of Kent Linda Heights Pump Station (Revision 2) Testing and Inspection Services Terracon Cost Estimate No. PM7231831 Exhibit A ITEM UNITS UNIT PRICE TOTAL Inspection Services Site Work Inspections: Soils Technician 24 Hours 105.00 /hr 2,520.00 Density Testing: Estimate 4 inspections at 6 hours per inspection Asphalt Technician 40 Hours 105.00 /hr 4,200.00 Density Testing: Estimate 5 inspections at 4 hours per inspection Sampling: Estimate 5 inspections at 4 hours per inspection Pump House Inspections: Soils Technician 12 Hours 105.00 /hr 1,260.00 Other: Estimate 3 inspections at 4 hours per inspection Reinforced Concrete Inspection 82 Hours 92.00 /hr 7,544.00 Foundations: Estimate 3 inspections at 6 hours per inspection Walls/Columns: Estimate 2 inspection at 6 hours per inspection Resteel: Estimate 5 inspections at 4 hours per inspection Slab on grade: Estimate 3 inspections at 4 hours per inspection Lightweight: Estimate 2 inspections at 4 hours per inspection Generator Pad: Estimate 1 inspections at 4 hours per inspection Miscellaneous: Estimate 2 inspection at 4 hours per inspection Lateral Framing Inspection (Includes shearwalls, holddowns and diaphragms) 12 Hours 92.00 /hr 1,104.00 Roof: Estimate 3 inspections at 4 hours per inspection Vault Grouting Inspection (Precast) 4 Hours 92.00 /hr 368.00 Estimate 1 inspection at 4 hours per inspection Post Installed Anchor Inspection 32 Hours 92.00 /hr 2,944.00 Estimate 8 inspections at 4 hours per inspection Masonry Inspection 48 Hours 92.00 /hr 4,416.00 Estimate 6 inspections at 4 hours per inspection Brick Veneer Estimate 6 inspections at 4 hours per inspection Structural Steel Fabrication Inspection 12 Hours 110.00 /hr 1,320.00 Estimate 3 inspections at 4 hours per inspection Structural Steel Erection Inspection 28 Hours 110.00 /hr 3,080.00 Estimate 7 inspections at 4 hours per inspection h terMCM City of Kent Linda Heights Pump Station (Revision 1) Testing and Inspection Services Terracon Cost Estimate No. PM7231831 JITEM UNITS UNIT PRICE • A Project Management (Includes project set up, meetings, report review, closeout services and misc. consultation) 22 Hours 150.00 /hr 3,300.00 Laboratory Services Concrete Compressive Strength Cylinder Test 52 Each .00 ea 1, 00 Masonry Prism Test (Grouted or ungrouted) 3 Each 150.00 ea 450.50.00 Grout Compressive Strength Test 6 Each 33.00 ea 198.00 Soil Moisture Density Relationship Test (Proctor) 6 Each 250.00 ea 1,500.00 Miscellaneous Services 69 Each 35.00 ea 2,415.00 Trip Charge No Charge Cylinder Pick-up No Charge Mileage Administrative Services (Types reports, mail, postage, etc.) No Charge Total Estimated Costs: $38,335.00 A four-hour minimum charge per call applies to all inspections. A premium rate of 1.5 times the regular will be charged for all work outside of normal working hours of 7 am to 5 pm or in excess of 8 hours per day and on Saturdays, Sundays and Legal Holidays. Payment is net 30 days. This estimate is valid for 90 days. �i fta=on 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. If a general aggregate limit applies, either the general aggregate limit shall apply separately to this project/location or the general aggregate limit shall be twice the required occurrence limit. The Contractor may use Umbrella or Excess Policies to provide the liability limits as required in this Agreement. This form of insurance will be acceptable if all the Primary and Umbrella or Excess Policies shall provide all the insurance coverages herein required. The Umbrella or Excess policies shall be provided on a true "following form" or broader coverage basis, with coverage at least as broad as provided on the underlying Commercial General Liability insurance. Automobile Liability insurance providing bodily injury and property damage liability coverage for all automobiles/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. Professional Liability or Errors & Omissions insurance appropriate to the Contractor's profession. Workers' Compensation coverage for the employees of Contractor and subcontractors as required by the Industrial Insurance laws of the State of Washington. B. Minimum Amounts of Insurance Contractor shall maintain the following insurance limits: Commercial General Liability insurance shall be written with limits no less than $1,000,000 per occurrence, $2,000,000 general aggregate, and a $1,000,000 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 $1,000,000 per occurrence, $1,000,000 general aggregate. If the Contractor maintains broader coverage and/or higher limits than the minimums shown above, the City requires and shall be entitled to the broader coverage and/or the higher limits maintained by the Contractor. Any available insurance proceeds in excess of the specified minimum limits of insurance and coverage shall be available to the City. 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. Contractor's insurer must deliver or mail written notice of cancellation to the named insured at least forty-five (45) days before the effective date of the cancellation. The Contractor's insurance policy shall include an endorsement that provides the City with written notice of cancellation forty-five (45) days before the effective date of the cancellation. If Contractor's insurer fails to provide the City with a copy of the notice of cancellation endorsement, the Contractor must notify the City of any cancellation, nonrenewal or termination within two (2) business days of their receipt of such notice. 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 endorsement 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. 7 ® DATE(MM/DD/YYYY) A��o CERTIFICATE OF LIABILITY INSURANCE 4/l/2024 2/19/2024 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). CONTACT PRODUCER Lockton Companies NAME: 444 W.47th Street,Suite 900 E FAx PHONA/C t: A/C No Kansas City MO 64112-1906 E-MAIL ADDRESS: (816)960-9000 kC1SU Cl IOCktOn.COm INSURER(S)AFFORDING COVERAGE NAIC# INSURER A:Travelers Property Casualty Company of America 25674 INSURED INSURER B:Allied World Assurance Company(U.S.)Inc. 19489 1312891 TERRACON CONSULTANTS,INC. 10841 S. RIDGEVIEW ROAD INSURER C:The Travelers Indemnity Company 25658 OLATHE KS 66061 INSURER D:The Travelers Indemnity Company of America 25666 INSURER E:Lloyds Of London INSURER F: COVERAGES ***MAIN CERTIFICATE NUMBER: 20302285 REVISION NUMBER: XXXXXXX 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. ADDL SUBR POLICY EFF POLICY EXP rCOMMERCIAL F INSURANCE POLICY NUMBER MM/DD/YYYY MM/DD/YYYY LIMITS GENERAL LIABILITY Y Y TC2J-GLSA-9P529930 4/1/2023 4/l/2024 EACH OCCUDAMAGE TC)RRENCE $ 2 000000 ADE �OCCUR. PREMSES Ea occurence $ 1 00O 000 CTUAL LIAB MED EXP(Any one person) $ 25 000 ERAGE PERSONAL&ADV INJURY $ 1 000 000 GEN'L AGGREGATE LIMIT APPLIES PER: GENERAL AGGREGATE $ 4 000 000 POLICY❑X PRO- LOC PRODUCTS-COMP/OP AGG $ 4,000,000 JECTOTHER: A AUTOMOBILE LIABILITY Y N TC2J-CAP-13IJ3858 4/1/2023 4/l/2024 COMBINED SINGLE LIMIT Ea accident) $ 2 000 000 X ANY AUTO BODILY INJURY(Per person) $ XXXXXXX OWNED SCHEDULED BODILY INJURY(Per accident) $ XXXXXXX AUTOS ONLY AUTOS HIRED NON-OWNED PROPERTY DAMAGE $ XXXXXXX AUTOS ONLY AUTOS ONLY Per accident $ XXXXXXX A X UMBRELLA LIAB X OCCUR Y Y CUP-4W208814 4/I/2023 4/I/2024 EACH OCCURRENCE $ 5 000 000 A EXCESS LIAB CLAIMS-MADE (EXCL.PROF&POLL LIAR.) AGGREGATE $ 5 000 000 DED I X I RETENTION$ $0 PER $ XXXXXXX WORKERS COMPENSATION UB-IT88663A AOS 4/1/2023 4/1/2024 X STATUTE 'ER D AND EMPLOYERS'LIABILITY Y/N N ( ) C ANY PROPRIETOR/PARTNER/EXECUTIVE UB-IT885681 (AZ,MA,WI) 4/1/2023 4/l/2024 E.L.EACH ACCIDENT $ 1,000 000 _ OFFICER/MEMBER EXCLUDED? � N I A (Mandatory in NH) E.L.DISEASE-EA EMPLOYEE $ 1,000,000 — If yes,describe under E.L.DISEASE-POLICY LIMIT $ l 000 000 DESCRIPTION OF OPERATIONS below B CONTRACTORS N N 0312-6506 4/1/2023 4/1/2025 $10,000,000 EACH POLLUTION LIAB OCCURANCE/AGGREGATE E PROFESSIONAL LDUSA2305190 4/I/2023 4/l/2024 $1,000,000 EACH CLAIM/$1,000,000 LIABILITY AGGREGATE DESCRIPTION OF OPERATIONS/LOCATIONS/VEHICLES (ACORD 101,Additional Remarks Schedule,may be attached if more space is required) RE: PROJECT# M7231831 ; PROJECT NAME:CITY OF KENT LINDA HEIGHTS PUMP STATION.CITY OF KENT IS AN ADDITIONAL INSURED AS RESPECTS GENERAL LIABILITY,AUTO LIABILITY AND UMBRELLA/EXCESS LIABILITY,THESE COVERAGES ARE PRIMARY AND NON-CONTRIBUTORY AS REQUIRED BY WRITTEN CONTRACT.WAIVER OF SUBROGATION APPLIES TO GENERAL LIABILITY AND UMBRELLA/EXCESS LIABILITY,WHERE ALLOWED BY STATE LAW AND AS REQUIRED BY WRITTEN CONTRACT. CERTIFICATE HOLDER CANCELLATION See Attachments SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE 20302285 THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. CITY OF KENT 400 W GOW E ST KENT,WA 98032 AUTHORIZED REPRESENTATIV t ;> � f xx ©1988L1015ACORD CORPORATION. All rights reserved. ACORD 25(2016/03) The ACORD name and logo are registered marks of ACORD Miscellaneous Attachment: M482524 Certificate ID:20302285 COMMERCIAL GENERAL LIABILITY TC2J-GLSA-9P529930 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. BLANKET ADDITIONAL INSURED - AUTOMATIC STATUS IF REQUIRED BY WRITTEN CONTRACT (CONTRACTORS) This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART The following is added to SECTION II—WHO IS AN INSURED: a.The Additional Insured—Owners, Lessees or Contractors Any person or organization that: —Scheduled Person or Organization endorsement CG 20 a.You agree in a written contract or agreement to include as an 10 07 04 or CG 20 10 04 13,the Additional Insured— additional insured on this Coverage Part;and Owners, Lessees or Contractors—Completed Operations b. Has not been added as an additional insured for the same endorsement CG 20 37 07 04 or CG 20 37 04 13,or both of such endorsements with either of those edition dates;or +I project by attachment of an endorsement under this Coverage Part which includes such person or organization b. Either or both of the following:the Additional Insured— in the endorsement's schedule; Owners, Lessees or Contractors-Scheduled Person Or is an insured,but: Organization endorsement CG 20 10,or the Additional Insured—Owners, Lessees or Contractors—Completed a.Only with respect to liability for"bodily injury"or"property Operations endorsement CG 20 37,without an edition date damage"that occurs,or for"personal injury"caused by an of such endorsement specified; offense that is committed,subsequent to the signing of that the person or organization is an additional insured only if contract or agreement and while that part of the contract or the injury or damage is caused, in whole or in part, by acts agreement is in effect;and or omissions of you or your subcontractor in the b. Only as described in Paragraph(1),(2)or(3)below, performance of"your work"to which the written contract or whichever applies: agreement applies;or (1)If the written contract or agreement specifically requires (3) If neither Paragraph(1)nor(2)above applies: you to provide additional insured coverage to that person or a.The person or organization is an additional insured only if, organization by the use of: and to the extent that,the injury or damage is caused by a.The Additional Insured—Owners, Lessees or Contractors acts or omissions of you or your subcontractor in the —(Form B)endorsement CG 20 10 11 85;or performance of"your work"to which the written contract or b. Either or both of the following:the Additional Insured— agreement applies;and Owners, Lessees or Contractors-Scheduled Person Or b.Such person or organization does not qualify as an additional Organization endorsement CG 20 10 10 01,or the insured with respect to the independent acts or omissions of Additional Insured—Owners,Lessees or Contractors— such person or organization . Completed Operations endorsement CG 20 37 10 01; The insurance provided to such additional insured is subject the person or organization is an additional insured only if to the following provisions: the injury or damage arises out of"your work"to which the a.If the Limits of Insurance of this Coverage Part shown in written contract or agreement applies; the Declarations exceed the minimum limits required by the (2)If the written contract or agreement specifically requires written contract or agreement,the insurance provided to the you to provide additional insured coverage to that person or additional insured will be limited to such minimum required organization by the use of: limits. For the purposes of determining whether CG D6 04 02 19 0 2017 The Travelers Indemnity Company.All rights reserved. Page 1 of 2 Miscellaneous Attachment: M482524 Certificate ID: 20302285 COMMERCIAL GENERAL LIABILITY this limitation applies, the minimum limits required by result in a claim.To the extent possible, such notice the written contract or agreement will be considered should include: to include the minimum limits of any Umbrella or (a) How,when and where the"occurrence"or Excess liability coverage required for the additional offense took place; insured by that written contract or agreement.This (b) The names and addresses of any injured provision will not increase the limits of insurance persons and witnesses; and described in Section III—Limits Of Insurance. (c) The nature and location of any injury or b.The insurance provided to such additional insured damage arising out of the"occurrence"or does not apply to: offense. (1)Any"bodily injury", "property damage" or (2) If a claim is made or"suit" is brought against the "personal injury"arising out of the providing, or additional insured: failure to provide, any professional architectural, engineering or surveying services, including: (a) Immediately record the specifics of the claim or"suit" and the date received; and a.The preparing, approving, or failing to prepare or approve, maps, shop drawings, opinions, reports, (b) Notify us as soon as practicable and see to surveys,field orders or change orders, or the it that we receive written notice of the claim or preparing, approving, or failing to prepare or ap- "suit" as soon as practicable. prove, drawings and specifications; and (3) Immediately send us copies of all legal papers b. Supervisory, inspection, architectural or engineering received in connection with the claim or"suit", activities. cooperate with us in the investigation or settlement of (2)Any"bodily in'ur 'y, or"property damage" caused the claim or defense against the"suit", and otherwise by"your work" and included in the comply with all policy conditions. "products-completed operations hazard" unless the (4)Tender the defense and indemnity of any claim or written contract or agreement specifically requires "suit"to any provider of other insurance which would you to provide such coverage for that additional cover such additional insured for a loss we cover. insured during the policy period. However, this condition does not affect whether the c.The additional insured must comply with the fol- insurance provided to such additional insured is lowing duties: primary to other insurance available to such (1)Give us written notice as soon as practicable of an additional insured which covers that person or "occurrence"or an offense which may organization as a named insured as described in Par- agraph 4., Other Insurance, of Section IV —Commercial General Liability Conditions. Page 2 of 2 D 2017 The Travelers Indemnity Company.All rights reserved. CG D6 04 02 19 Miscellaneous Attachment: M482524 Certificate ID: 20302285 COMMERCIAL GENERAL LIABILITY TC2J-GLSA-9P529930 4. Other Insurance d. Primary And Non-Contributory Insurance If Required By Written Contract If you specifically agree in a written contract or agreement that the insurance afforded to an insured under this Coverage Part must apply on a primary basis, or a primary and non-contributory basis, this insurance is primary to other insurance that is available to such insured which covers such insured as a named insured, and we will not share that other insurance, provided that: (1) The "bodily injury" or "property damage" for which coverage is sought occurs; and (2) The "personal and advertising injury" for which coverage is sought is caused by an offense that is committed; Subsequent to the signing of that contract or agreement by you. CG T1 00 02 19 Miscellaneous Attachment: M467648 Certificate ID: 20302285 POLICY NUMBER: TC2J-CAP-131J3858 COMMERCIAL AUTO ISSUE DATE: 04/01/2023 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. DESIGNATED INSURED FOR COVERED AUTOS LIABILITY COVERAGE - PRIMARY AND NON-CONTRIBUTORY WITH OTHER INSURANCE - CONTRACTORS This endorsement modifies insurance provided by the following: BUSINESS AUTO COVERAGE FORM SCHEDULE OF ADDITIONAL INSURED PERSONS OR ORGANIZATIONS WHERE REQUIRED BY WRITTEN CONTRACT. PROVISIONS 1. The following is added to Paragraph c. in A. 1., Who Is An Insured, of SECTION II- COVERED AUTOS LIABILITY COVERAGE: This includes any person or organization designated in the Schedule Of Additional Insured Persons Or Organizations who you are required under a written contract or agreement, that is signed by you before the "bodily injury" or"property damage" occurs and that is in effect during the policy period, to name as an additional insured for Covered Autos Liability Coverage, but only for damages to which this insurance applies and only to the extent of that designated person's or organization's liability for the conduct of another"insured". 2. The following is added to Paragraph 5., Other Insurance, in B., General Conditions , of SECTION IV - BUSINESS AUTO CONDITIONS: Regardless of the provisions of paragraph a. and paragraph d. of this part 5. Other Insurance , this insurance is primary to and non-contributory with applicable other insurance under which the person or organization designated in the Schedule of Additional Insured Persons Or Organizations is a named insured when a written contract or agreement with you, that is signed by you before the "bodily injury" or "property damage" occurs and that is in effect during the policy period, requires this insurance to be primary and non-contributory. CA T6 00 02 16 Miscellaneous Attachment: M523017 Certificate ID: 20302285 Umbrella Liability Policy Number: CUP-4W208814 AMENDMENT OF COVERAGE - WHO IS AN INSURED This endorsement modifies insurance provided under the following: EXCESS FOLLOW-FORM AND UMBRELLA LIABILITY INSURANCE The following replaces Paragraph A.2. of SECTION II -WHO IS AN INSURED: 2. Any other person or organization qualifying as an insured in the "underlying insurance". EU 01 25 07 16 Miscellaneous Attachment: M79272 Certificate ID: 20302285 COMMERCIAL GENERAL LIABILITY POLICY NUMBER: TC2J-GLSA-9P529930 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. WAIVER OF TRANSFER OF RIGHTS OF RECOVERY AGAINST OTHERS TO US (WAIVER OF SUBROGATION) This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART ELECTRONIC DATA LIABILITY COVERAGE PART LIQUOR LIABILITY COVERAGE PART POLLUTION LIABILITY COVERAGE PART DESIGNATED SITES POLLUTION LIABILITY LIMITED COVERAGE PART DESIGNATED SITES PRODUCTS/COMPLETED OPERATIONS LIABILITY COVERAGE PART RAILROAD PROTECTIVE LIABILITY COVERAGE PART UNDERGROUND STORAGE TANK POLICY DESIGNATED TANKS SCHEDULE Name Of Person(s)Or Organization(s): Any person or organization for whom you have agreed in a written contract or agreement to waive your right of recovery, but only for payment we make because of: 1. "Bodily Injury" or"property damage"that occurs: or 2. "personal injury" or advertising injury"caused by an offense committed; after you have executed that contract or agreement Information required to complete this Schedule, if not shown above, will be shown in the Declarations. The following is added to Paragraph 8. Transfer Of Part. Such waiver by us applies only to the extent that the Rights Of Recovery Against Others To Us of Section insured has waived its right of recovery against such IV-Conditions: person(s) or organization(s) prior to loss. This We waive any right of recovery against the person(s) or endorsement applies only to the person(s) or organization(s) shown in the Schedule above because of organization(s) shown in the Schedule above. payments we make under this Coverage CG 24 04 12 19 Page 1 of 1 Miscellaneous Attachment:M523018 Certificate ID: 20302285 UMBRELLA LIABILITY POLICY NUMBER: CUP-4W208814 SECTION V- CONDTTIONS T.WAIVER OR TRANSFER OF RIGHTS OF RECOVERY AGAINST OTHERS TO US 1. If the insured has rights to recover all or part of any payment we have made under this insurance,those rights are transferred to us and the insured must do nothing after loss to impair them. At our request, the insured will bring suit or transfer those rights to us and help us, and with respect to Coverage A,the "underlying insurer", enfore them. If the insured has agreed in a contract or agreement to waive that insured's right of recovery against any person or organization, we waive our right of recovery against that person or organization, but only for payments we make because of an "event"that takes place or is commutted subsequent to the execution of that contract or agreement by such insured. EU 00 01 07 16