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HomeMy WebLinkAboutCAG2024-230 - Original - Ultrablock, Inc. - KEHOC Ecology Blocks - 05/14/2024 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: Dani Hodgins/Brent Collins Public Works Date Sent: Date Required: c 05/09/2024 5/14/2024 Q Mayor or Designee to Sign. Date of Council Approval: Q Q Interlocal Agreement Uploaded to Website N/A Budget Account Number: Grant? Yes NoF71 R20113 Budget? Yes E]No Type: N/A Vendor Name: Category Ultrablock, Inc. Contract Vendor Number: Sub-Category: Original 0 Project Name: KEHOC Ecology Blocks cProject Details: The Vendor shall supply 186 blocks for the KEHOC site. (The blocks will be used to construct 3 bins). c Agreement Amoun $39 936.48 Basis for Selection of Contractor: Other EA' r *Memo to Mayor must be attached � 4) i i Start Date: Date of Mayor's Signature Termination Date: 90 Days from Execution 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: Yes ✓❑No CAG2024-230 Comments: H i 3 f0 IM C C a1 Vf � 3 0 a, qq cc Date Received:City Attorney: 5/9/24 Date Routed:Mayor's Office 5/9/24 City Clerk's Office 5/14/24111 adccW22373_1_20 Visit Documents.KentWA.gov to obtain copies of all agreements rev.20221201 KENT WISHINGTON GOODS & SERVICES AGREEMENT between the City of Kent and Ultrablock, Inc. THIS AGREEMENT is made by and between the City of Kent, a Washington municipal corporation (hereinafter the "City"), and Ultrablock, Inc. organized under the laws of the State of Washington, located and doing business at 815 SE 172nd Avenue, Vancouver, WA 98684, Phone: (800)377-3877, Contact: Rick Ianello (hereinafter the "Vendor"). AGREEMENT I. DESCRIPTION OF WORK. The Vendor shall provide the following goods and materials and/or perform the following services for the City: The Vendor shall supply one hundred eighty six (186) blocks for the Kent East Hill Operations Center at 12607 SE 248th Street. For a description and Vendor's quote, see Exhibit A which is attached and inocrporated by this reference. The Vendor acknowledges and understands that it is not the City's exclusive provider of these goods, materials, or services and that the City maintains its unqualified right to obtain these goods, materials, and services through other sources. II. TIME OF COMPLETION. Upon the effective date of this Agreement, the Vendor shall complete the work and provide all goods, materials, and services within 90 Days. III. COMPENSATION. The City shall pay the Vendor an amount not to exceed Thirty Nine Thousand, Nine Hundred Thirty Six Dollars and Forty Eight Cents ($39,936.48), including applicable Washington State Sales Tax, for the goods, materials, and services contemplated in this Agreement. The City shall pay the Vendor the following amounts according to the following schedule: Vendor shall be paid after execution of agreement and submittla of invoice. GOODS & SERVICES AGREEMENT - 1 (Over$20,000, including WSST) Card Payment Program. The Vendor may elect to participate in automated credit card payments provided for by the City and its financial institution. This Program is provided as an alternative to payment by check and is available for the convenience of the Vendor. If the Vendor voluntarily participates in this Program, the Vendor will be solely responsible for any fees imposed by financial institutions or credit card companies. The Vendor shall not charge those fees back to the City. If the City objects to all or any portion of an invoice, it shall notify the Vendor and reserves the option to only pay that portion of the invoice not in dispute. In that event, the parties will immediately make every effort to settle the disputed portion. A. Defective or Unauthorized Work. The City reserves its right to withhold payment from the Vendor for any defective or unauthorized goods, materials or services. If the Vendor is unable, for any reason, to complete any part of this Agreement, the City may obtain the goods, materials or services from other sources, and the Vendor shall be liable to the City for any additional costs incurred by the City. "Additional costs" shall mean all reasonable costs, including legal costs and attorney fees, incurred by the City beyond the maximum Agreement price specified above. The City further reserves its right to deduct these additional costs incurred to complete this Agreement with other sources, from any and all amounts due or to become due the Vendor. B. Final Payment: Waiver of Claims. VENDOR'S ACCEPTANCE OF FINAL PAYMENT SHALL CONSTITUTE A WAIVER OF CLAIMS, EXCEPT THOSE PREVIOUSLY AND PROPERLY MADE AND IDENTIFIED BY VENDOR AS UNSETTLED AT THE TIME REQUEST FOR FINAL PAYMENT IS MADE. IV. INDEPENDENT CONTRACTOR. The parties intend that an Independent Contractor- Employer Relationship will be created by this Agreement. By their execution of this Agreement, and in accordance with Ch. 51.08 RCW, the parties make the following representations: A. The Vendor has the ability to control and direct the performance and details of its work, the City being interested only in the results obtained under this Agreement. B. The Vendor maintains and pays for its own place of business from which the Vendor's services under this Agreement will be performed. C. The Vendor has an established and independent business that is eligible for a business deduction for federal income tax purposes that existed before the City retained the Vendor's services, or the Vendor is engaged in an independently established trade, occupation, profession, or business of the same nature as that involved under this Agreement. D. The Vendor is responsible for filing as they become due all necessary tax documents with appropriate federal and state agencies, including the Internal Revenue Service and the state Department of Revenue. E. The Vendor has registered its business and established an account with the state Department of Revenue and other state agencies as may be required by the Vendor's business, and has obtained a Unified Business Identifier (UBI) number from the State of Washington. F. The Vendor maintains a set of books dedicated to the expenses and earnings of its business. V. TERMINATION. Either party may terminate this Agreement, with or without cause, upon providing the other party thirty (30) days written notice at its address set forth on the signature block of this Agreement. GOODS & SERVICES AGREEMENT - 2 (Over$20,000, including WSST) VI. CHANGES. The City may issue a written amendment for any change in the goods, materials or services to be provided during the performance of this Agreement. If the Vendor determines, for any reason, that an amendment is necessary, the Vendor must submit a written amendment request to the person listed in the notice provision section of this Agreement, Section XV(D), within fourteen (14) calendar days of the date the Vendor knew or should have known of the facts and events giving rise to the requested change. If the City determines that the change increases or decreases the Vendor's costs or time for performance, the City will make an equitable adjustment. The City will attempt, in good faith, to reach agreement with the Vendor on all equitable adjustments. However, if the parties are unable to agree, the City will determine the equitable adjustment as it deems appropriate. The Vendor shall proceed with the amended work upon receiving either a written amendment from the City or an oral order from the City before actually receiving the written amendment. If the Vendor fails to require an amendment within the time allowed, the Vendor waives its right to make any claim or submit subsequent amendment requests for that portion of the contract work. If the Vendor disagrees with the equitable adjustment, the Vendor must complete the amended work; however, the Vendor may elect to protest the adjustment as provided in subsections A through E of Section VIII, Claims, below. The Vendor accepts all requirements of an amendment by: (1) endorsing it, (2) writing a separate acceptance, or (3) not protesting in the way this section provides. An amendment that is accepted by the Vendor as provided in this section shall constitute full payment and final settlement of all claims for contract time and for direct, indirect and consequential costs, including costs of delays related to any work, either covered or affected by the change. VII. FORCE MA)EURE. Neither party shall be liable to the other for breach due to delay or failure in performance resulting from acts of God, acts of war or of the public enemy, riots, pandemic, fire, flood, or other natural disaster or acts of government ("force majeure event"). Performance that is prevented or delayed due to a force majeure event shall not result in liability to the delayed party. Both parties represent to the other that at the time of signing this Agreement, they are able to perform as required and their performance will not be prevented, hindered, or delayed by the current COVID-19 pandemic, any existing state or national declarations of emergency, or any current social distancing restrictions or personal protective equipment requirements that may be required under federal, state, or local law in response to the current pandemic. If any future performance is prevented or delayed by a force majeure event, the party whose performance is prevented or delayed shall promptly notify the other party of the existence and nature of the force majeure event causing the prevention or delay in performance. Any excuse from liability shall be effective only to the extent and duration of the force majeure event causing the prevention or delay in performance and, provided, that the party prevented or delayed has not caused such event to occur and continues to use diligent, good faith efforts to avoid the effects of such event and to perform the obligation. Notwithstanding other provisions of this section, the Vendor shall not be entitled to, and the City shall not be liable for, the payment of any part of the contract price during a force majeure event, or any costs, losses, expenses, damages, or delay costs incurred by the Vendor due to a force majeure event. Performance that is more costly due to a force majeure event is not included within the scope of this Force Majeure provision. If a force majeure event occurs, the City may direct the Vendor to restart any work or performance that may have ceased, to change the work, or to take other action to secure the work or the project site during the force majeure event. The cost to restart, change, or secure the work or project site arising from a direction by the City under this clause will be dealt with as a change order, except to the extent that the loss or damage has been caused or exacerbated by the failure of the Vendor to fulfill its obligations under this Agreement. Except as expressly contemplated by this section, all other costs will be borne by the Vendor. VIII. CLAIMS. If the Vendor disagrees with anything required by an amendment, another written order, or an oral order from the City, including any direction, instruction, interpretation, or determination by the City, the Vendor may file a claim as provided in this section. The Vendor shall give written notice to the City of all claims within fourteen (14) calendar days of the occurrence of the events giving rise to the claims, or within fourteen (14) calendar days of the date the Vendor knew or should have known of the facts GOODS & SERVICES AGREEMENT - 3 (Over$20,000, including WSST) or events giving rise to the claim, whichever occurs first . Any claim for damages, additional payment for any reason, or extension of time, whether under this Agreement or otherwise, shall be conclusively deemed to have been waived by the Vendor unless a timely written claim is made in strict accordance with the applicable provisions of this Agreement. At a minimum, a Vendor's written claim shall include the information set forth in subsections A, items 1 through 5 below. FAILURE TO PROVIDE A COMPLETE, WRITTEN NOTIFICATION OF CLAIM WITHIN THE TIME ALLOWED SHALL BE AN ABSOLUTE WAIVER OF ANY CLAIMS ARISING IN ANY WAY FROM THE FACTS OR EVENTS SURROUNDING THAT CLAIM OR CAUSED BY THAT DELAY. A. Notice of Claim. Provide a signed written notice of claim that provides the following information: 1. The date of the Vendor's claim; 2. The nature and circumstances that caused the claim; 3. The provisions in this Agreement that support the claim; 4. The estimated dollar cost, if any, of the claimed work and how that estimate was determined; and 5. An analysis of the progress schedule showing the schedule change or disruption if the Vendor is asserting a schedule change or disruption. B. Records. The Vendor shall keep complete records of extra costs and time incurred as a result of the asserted events giving rise to the claim. The City shall have access to any of the Vendor's records needed for evaluating the protest. The City will evaluate all claims, provided the procedures in this section are followed. If the City determines that a claim is valid, the City will adjust payment for work or time by an equitable adjustment. No adjustment will be made for an invalid protest. C. Vendor's Duty to Complete Protested Work. In spite of any claim, the Vendor shall proceed promptly to provide the goods, materials and services required by the City under this Agreement. D. Failure to Protest Constitutes Waiver. By not protesting as this section provides, the Vendor also waives any additional entitlement and accepts from the City any written or oral order (including directions, instructions, interpretations, and determination). E. Failure to Follow Procedures Constitutes Waiver. By failing to follow the procedures of this section, the Vendor completely waives any claims for protested work and accepts from the City any written or oral order (including directions, instructions, interpretations, and determination). IX. LIMITATION OF ACTIONS. VENDOR MUST, IN ANY EVENT, FILE ANY LAWSUIT ARISING FROM OR CONNECTED WITH THIS AGREEMENT WITHIN 120 CALENDAR DAYS FROM THE DATE THE CONTRACT WORK IS COMPLETE OR VENDOR'S ABILITY TO FILE THAT SUIT SHALL BE FOREVER BARRED. THIS SECTION FURTHER LIMITS ANY APPLICABLE STATUTORY LIMITATIONS PERIOD. X. WARRANTY. The Vendor warrants that it will faithfully and satisfactorily perform all work provided under this Agreement in accordance with the provisions of this Agreement. In addition to any other warranty provided for at law or herein, this Agreement is additionally subject to all warranty provisions established under the Uniform Commercial Code, Title 62A, Revised Code of Washington. The Vendor warrants goods are merchantable, are fit for the particular purpose for which they were obtained, and will perform in accordance with their specifications and the Vendor's representations to City. The Vendor shall promptly correct all defects in workmanship and materials: (1) when the Vendor knows or should have known of the defect, or (2) upon the Vendor's receipt of notification from the City of the existence or GOODS & SERVICES AGREEMENT - 4 (Over$20,000, including WSST) discovery of the defect. In the event any part of the goods are repaired, only original replacement parts shall be used—rebuilt or used parts will not be acceptable. When defects are corrected, the warranty for that portion of the work shall extend for an additional year beyond the original warranty period applicable to the overall work. The Vendor shall begin to correct any defects within seven (7) calendar days of its receipt of notice from the City of the defect. If the Vendor does not accomplish the corrections within a reasonable time as determined by the City, the City may complete the corrections and the Vendor shall pay all costs incurred by the City in order to accomplish the correction. XI. DISCRIMINATION. In the hiring of employees for the performance of work under this Agreement or any sub-contract, the Vendor, its sub-contractors, or any person acting on behalf of the Vendor or sub-contractor shall not, by reason of race, religion, color, sex, age, sexual orientation, national origin, or the presence of any sensory, mental, or physical disability, discriminate against any person who is qualified and available to perform the work to which the employment relates. The Vendor shall execute the attached City of Kent Non-Discrimination Policy Declaration and comply with City Administrative Policy 1.2. XII. INDEMNIFICATION. The Vendor shall defend, indemnify and hold the City, its officers, officials, employees, agents and volunteers harmless from any and all claims, injuries, damages, losses or suits, including all legal costs and attorney fees, arising out of or in connection with the Vendor's performance of this Agreement, except for that portion of the injuries and damages caused by the City's negligence. The City's inspection or acceptance of any of the Vendor's work when completed shall not be grounds to avoid any of these covenants of indemnification. IT IS FURTHER SPECIFICALLY AND EXPRESSLY UNDERSTOOD THAT THE INDEMNIFICATION PROVIDED HEREIN CONSTITUTES THE VENDOR'S WAIVER OF IMMUNITY UNDER INDUSTRIAL INSURANCE, TITLE 51 RCW, SOLELY FOR THE PURPOSES OF THIS INDEMNIFICATION. THE PARTIES FURTHER ACKNOWLEDGE THAT THEY HAVE MUTUALLY NEGOTIATED THIS WAIVER. In the event the Vendor refuses tender of defense in any suit or any claim, if that tender was made pursuant to this indemnification clause, and if that refusal is subsequently determined by a court having jurisdiction (or other agreed tribunal) to have been a wrongful refusal on the Vendor's part, then the Vendor shall pay all the City's costs for defense, including all reasonable expert witness fees and reasonable attorneys' fees, plus the City's legal costs and fees incurred because there was a wrongful refusal on the Vendor's part. The provisions of this section shall survive the expiration or termination of this Agreement. XIII. INSURANCE. The Vendor shall procure and maintain for the duration of the Agreement, insurance of the types and in the amounts described in Exhibit B attached and incorporated by this reference. XIV. WORK PERFORMED AT VENDOR'S RISK. The Vendor shall take all necessary precautions and shall be responsible for the safety of its employees, agents, and subcontractors in the performance of the contract work and shall utilize all protection necessary for that purpose. All work shall be done at the Vendor's own risk, and the Vendor shall be responsible for any loss of or damage to materials, tools, or other articles used or held for use in connection with the work. XV. MISCELLANEOUS PROVISIONS. A. Recyclable Materials. Pursuant to Chapter 3.80 of the Kent City Code, the City requires its contractors and consultants to use recycled and recyclable products whenever practicable. A price preference may be available for any designated recycled product. B. Non-Waiver of Breach. The failure of the City to insist upon strict performance of any of the covenants and agreements contained in this Agreement, or to exercise any option conferred by this Agreement in one or more instances shall not be construed to be a waiver or relinquishment of those covenants, agreements or options, and the same shall be and remain in full force and effect. GOODS & SERVICES AGREEMENT - 5 (Over$20,000, including WSST) C. Resolution of Disputes and Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of Washington. If the parties are unable to settle any dispute, difference or claim arising from the parties' performance of this Agreement, the exclusive means of resolving that dispute, difference or claim, shall only be by filing suit exclusively under the venue, rules and jurisdiction of the King County Superior Court, King County, Washington, unless the parties agree in writing to an alternative dispute resolution process. In any claim or lawsuit for damages arising from the parties' performance of this Agreement, each party shall pay all its legal costs and attorney's fees incurred in defending or bringing such claim or lawsuit, including all appeals, in addition to any other recovery or award provided by law; provided, however, nothing in this paragraph shall be construed to limit the City's right to indemnification under Section XII of this Agreement. D. Written Notice. All communications regarding this Agreement shall be sent to the parties at the addresses listed on the signature page of the Agreement, unless notified to the contrary. Any written notice hereunder shall become effective three (3) business days after the date of mailing by registered or certified mail, and shall be deemed sufficiently given if sent to the addressee at the address stated in this Agreement or such other address as may be hereafter specified in writing. E. Assignment. Any assignment of this Agreement by either party without the written consent of the non-assigning party shall be void. If the non-assigning party gives its consent to any assignment, the terms of this Agreement shall continue in full force and effect and no further assignment shall be made without additional written consent. F. Modification. No waiver, alteration, or modification of any of the provisions of this Agreement shall be binding unless in writing and signed by a duly authorized representative of the City and the Vendor. G. Entire Agreement. The written provisions and terms of this Agreement, together with any Exhibits attached hereto, shall supersede all prior verbal statements of any officer or other representative of the City, and such statements shall not be effective or be construed as entering into or forming a part of or altering in any manner this Agreement. All of the above documents are hereby made a part of this Agreement. However, should any language in any of the Exhibits to this Agreement conflict with any language contained in this Agreement, the terms of this Agreement shall prevail. H. Compliance with Laws. The Vendor agrees to comply with all federal, state, and municipal laws, rules, and regulations that are now effective or in the future become applicable to the Vendor's business, equipment, and personnel engaged in operations covered by this Agreement or accruing out of the performance of those operations. I. Public Records Act. The Vendor acknowledges that the City is a public agency subject to the Public Records Act codified in Chapter 42.56 of the Revised Code of Washington and documents, notes, emails, and other records prepared or gathered by the Vendor in its performance of this Agreement may be subject to public review and disclosure, even if those records are not produced to or possessed by the City of Kent. As such, the Vendor agrees to cooperate fully with the City in satisfying the City's duties and obligations under the Public Records Act. J. City Business License Required. Prior to commencing the tasks described in Section I, Contractor agrees to provide proof of a current city of Kent business license pursuant to Chapter 5.01 of the Kent City Code. K. Counterparts and Signatures by Fax or Email. This Agreement may be executed in any number of counterparts, each of which shall constitute an original, and all of which will together constitute this one Agreement. Further, upon executing this Agreement, either party may deliver the signature page to the other by fax or email and that signature shall have the same force and effect as if the Agreement bearing the original signature was received in person. GOODS & SERVICES AGREEMENT - 6 (Over$20,000, including WSST) 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. VENDOR: CITY OF KENT: By �'�-y�-- _ By:4 _ Print Name: 1 � ��„��ln Print Name: Dana Ralph Its- Co rE aO elz- Its Mayor DATE:. $' 7 1 Z`' DATE: 05/11/2024 NOTICES TO BE SENT TO: NOTICES TO BE SENT TO: VENDOR: CITY OF KENT: Rick Ianello Chad Bieren, P.E. Ultrablock, Inc. City of Kent 815 NE 172Dd Avenue 220 Fourth Avenue South Vancouver, WA 98684 Kent, WA 98032 (800) 377-3877 (telephone) (253) 856-5500 (telephone) Estimating@Ultrablock.com (email) PublicWorks@KentWA.gov (email) APPROVED AS TO FORM: Kent Law Department ATTEST: Kent City Clerk V:V4 min\Cont MCt5\Dan! i f GOODS &SERVICES AGREEMENT - 7 (Over$20,000, including WSST) 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 of 5 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 of 5 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 of 5 xi. Executive Order 13166, Improving Access to Services for Persons with Limited English Proficiency, and resulting agency guidance, national origin dlscrlmination _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); xil. 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. For: F-«4- Title: ��, � -c_ 4a Date: �� y i EEO COMPLIANCE DOCUMENTS - 4 of 5 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 of 5 Exhibit A ESTIMATE _ ULTRABLOCK TM, INC. 815 NE 172nd Avenue Vancouver, WA 98684 Phone(360)694-0141 Toll Free: (800) 377-3877 Fax(360)694-0281 estimating@ultrablock.com ESTIMATE NUMBER: 0034983 ESTIMATE DATE: 4/4/2024 MATERIAL SPECIFICATIONS: SPEC POUR AIR ENTRAINED GRID/TIEBACKS REQUIRED HAMMER TESTING Y:YES N: NO FN I FN_1 F ITEM NUMBER WHSE CODE WHSE CONTACT I FAX UNIT QUANTITY PRICE AMOUNT DESCRIPTION Job Bids:ASAP To: Estimator Job:CITY OF KENT Site: 12607 SE 248TH ST KENT WA 98032 Engineer:N/A ***ULTRABLOCK AS REQUESTED- -ALL BLOCKS TO BE POURED USING SURPLUS CONCRETE.COMPRESSIVE STRENGTH WILL VARY 2,200 TO 5,800 PSI. ***INSTALLER MUST REVIEW INSTALLATION GUIDE PRIOR TO START OF PROJECT. ***INSTALLATION GUIDE IS AVAILABLE ON OUR WEBSITE OR BY REQUEST. ***BLOCK FINISH:SMOOTH ***ENGINEERING NOT INCLUDED OR PROVIDED BY ULTRABLOCK.CONTACT ULTRABLOCK FOR RECOMMENDATION OF LICENSED ENGINEERS*** ***PLEASE SEE FOLLOWING PAGES FOR OUR TERMS AND AGREEMENTS*** 00101ZZZZ EACH 84 90.00 7,560.00 Full-Sid --- 00601ZZZZ EACH 42 160.00 6,720.00 3X Beam-Std --- 20101ZZZZ EACH 42 95.00 3,990.00 Full FIT-Std --- 00801ZZZZ EACH 18 165.00 2,970.00 3X Beam FIT-Sid --- TOTAL BLOCK COUNT: 186 FRTLOAD EACH 20 750.00 15,000.00 Freight Per Load --- NOTES: Continued ESTIMATE ULTRABLOCK TM, INC. 815 NE 172nd Avenue _ Vancouver, WA 98684 Phone(360) 694-0141 Toll Free: (800) 377-3877 Fax(360)694-0281 estimating@ultrablock.com ESTIMATE NUMBER: 0034983 ESTIMATE DATE: 4/4/2024 MATERIAL SPECIFICATIONS: SPEC POUR AIR ENTRAINED GRID/TIEBACKS REQUIRED HAMMER TESTING Y:YES N: NO F7 ITEM NUMBER WHSE CODE WHSE CONTACT/FAX UNIT QUANTITY PRICE AMOUNT DESCRIPTION -SPEC. POUR, HAMMER TEST AND ARCHITECTURAL FINISH-ADDITIONAL COST PER BLOCK-CALL FOR A NEW QUOTE. -CONTRACTOR TO VERIFY ALL LOCATIONS, ELEVATIONS, DIMENSIONS AND QUANTITY OF BLOCKS. -WALL LAYOUTS/SECTIONS TO BE APPROVED BY A LICENSED ENGINEER. ENGINEERING ESTIMATE NOT INCLUDED. -UTILITY BLOCKS, IF AVAILABLE,ARE$10 LESS PER BLOCK. UTILITY BLOCKS MAY HAVE BLEMISHES,CHIPS, EXPOSED AGGREGATE, COLORED CONCRETE. THEY MAY NOT CONFORM TO DIMENSIONAL TOLERANCES AND CONTAIN SMOOTH OR ARCHITECTURAL FACES. -CUSTOMER IS RESPONSIBLE FOR OFF-LOADING. FREIGHT: REGULAR TRUCKS ONLY=48'FLAT BEDS. -SITE HAS %HOUR TO OFFLOAD-STANDBY FEES WILL APPLY. -FREIGHT RATE GOOD FOR 30 DAYS. -IT IS THE CUSTOMERS RESPONSIBILITY TO MAKE ULTRABLOCK AWARE OF SITE ACCESSIBILITY CONDITIONS THAT WOULD PREVENT MINIMUM 32'TRAILER ACCESS. -PRODUCTION WILL BE REQUIRED AT TIME OF ORDER. Net Order: 36,240.00 Less Discount: 0.00 Sales Tax: 0.00 Material Total: 36,240.00 Exhibit B Insurance Requirements Insurance 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. 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 $2,000,000 products-completed operations aggregate limit. Primary Non-Contributory Additional Insured coverage for the City of Kent, et. al. Automobile Liability insurance with a minimum combined single limit for bodily injury and property damage of $1,000,000 per occurrence. 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. ---W*i ULTRINC-04 AFREISZSTEWARD #% O- CERTIFICATE OF LIABILITY INSURANCE DATE DYYYY) ��� 5/1/2024 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). PRODUCER License#OC36861 CONTACT Alison Freisz-Steward NAME: Alliant Insurance Services, Inc. PHONE FAX 105 W Evergreen Blvd Ste 200 (A/C,No,Ext):(360)695-3301 (A/C,No): Vancouver,WA 98660 aoRIE ,alison.steward@biggsinsurance.com INSURERS AFFORDING COVERAGE NAIC# INSURER A:Employers Mutual Casualty Company 21415 INSURED INSURER B: Ultrablock,Inc. INSURERC: 815 NE 172nd Ave INSURER D: Vancouver,WA 98684 INSURER E INSURER F: COVERAGES CERTIFICATE NUMBER: REVISION NUMBER: THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES.LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. INSR TYPE OF INSURANCE ADDL SUBR POLICY NUMBER POLICY EFF POLICY EXP LIMITS LTR INSD WVD MM/DD/YYYY MM/DD A X COMMERCIAL GENERAL LIABILITY EACH OCCURRENCE $ 1,000,000 CLAIMS-MADE FX_1 OCCUR X X 6D34179 6/1/2023 6/1/2024 DAMAGE TO RENTED 600,000 PREMISES Ea occurrence $ MED EXP(Any oneperson) $ 10,000 PERSONAL&ADV INJURY $ 1,000,000 GEN'L AGGREGATE LIMIT APPLIES PER: GENERAL AGGREGATE $ 2,000,000 X POLICY JERK LOC PRODUCTS-COMP/OP AGG $ 2,000,000 OTHER: $ A AUTOMOBILE LIABILITY COMBINED SINGLE LIMIT 1,000,000 $Ea accident ANY AUTO 6E34179 6/1/2023 6/1/2024 BODILY INJURY Perperson) $ OWNED X SCHEDULED AUTOS ONLY AUTOS BODILY INJURY Per accident $ X HIRED X NON-OWNED PROPERTY DAMAGE AUTOS ONLY AUTOS ONLY Per accident $ UMBRELLA LIAB OCCUR EACH OCCURRENCE $ EXCESS LIAB CLAIMS-MADE AGGREGATE $ DIED RETENTION$ $ WORKERS COMPENSATION PER OTH- AND EMPLOYERS'LIABILITY Y/N TATLITE 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 $ DESCRIPTION OF OPERATIONS/LOCATIONS/VEHICLES (ACORD 101,Additional Remarks Schedule,may be attached if more space is required) CERTIFICATE HOLDER CANCELLATION SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE City of Kent THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN Y ACCORDANCE WITH THE POLICY PROVISIONS. 220 Fourth Avenue South Kent,WA 98032 AUTHORIZED REPRESENTATIVE ACORD 25(2016/03) ©1988-2015 ACORD CORPORATION. All rights reserved. The ACORD name and logo are registered marks of ACORD COMMERCIAL GENERAL LIABILITY THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. GENERAL LIABILITY ELITE EXTENSION This endorsement modifies insurance provided under the following.- COMMERCIAL GENERAL LIABILITY COVERAGE FORM The COMMERCIAL GENERAL LIABILITY COVERAGE FORM is amended to include the following clarifications and extensions of coverage. The provisions of the Coverage Form apply unless modified by endorsement. A. EXPECTED OR INTENDED INJURY The aggregate limit listed above is the most we will Section I — Coverage A, Exclusion a. is amended pay for all damages because of"property damage" as follows: to property in the care custody and control of or property loaned to an insured during the policy a. "Bodily injury" or "property damage" expected period. or intended from the standpoint of an insured. This exclusion does not apply to "bodily injury" Any payment we make for damages because of or "property damage" resulting from the use of "property damage" to property in the care, custody reasonable force to protect persons or property. and control of or property loaned to an insured will B. NON-OWNED WATERCRAFT apply against the General Aggregate Limit shown in the declarations. Section I — Coverage A, Exclusion g.(2) is b. Our obligation to pay damages on your behalf amended as follows: applies only to the amount of damages in (2) A watercraft you do not own that is: excess of the deductible amount listed above. (a) Less than 60 feet long; and We may pay any part or all of the deductible amount listed above. We may pay any part or (b) Not being used to carry person(s) or all of the deductible amount to effect settlement property for a charge; of any claim or "suit" and upon notification by C. EXTENDED PROPERTY DAMAGE COVERAGE us, you will promptly reimburse us for that part Section I—Coverage A, Exclusions j.(3) and (4) is of the deductible we paid. amended to add the following: c. If two or more coverages apply under one Paragraphs (3) and (4) of this exclusion do not "occurrence", only the highest per claim apply to tools or equipment loaned to you, provided deductible applicable to these coverages will they are not being used to perform operations at apply. the time of loss. d. Insurance provided by this provision is excess over any other insurance, whether primary, SCHEDULE excess, contingent or any other basis. Since Limits Of Insurance Deductible insurance provided by this endorsement is excess, we will have no duty to defend any $5,000 Each Occurrence $250 Per Claim claim or "suit" to which insurance provided by $10,000 Annual Aggregate this endorsement applies if any other insurer has a duty to defend such a claim or "suit". If a. The each occurrence limit listed above is the no other insurer defends, we will undertake to most we will pay for all damages because of do so, but we will be entitled to the insured's "property damage" to property in the care, rights against all those other insurers. custody and control of or property loaned to an D. PROPERTY DAMAGE—ELEVATORS insured as the result of any one "occurrence", regardless of the number of: Section I—Coverage A.2. Exclusions paragraphs (1) insureds; j.(3), j.(4), j.(6) and k. do not apply to use of elevators. This insurance afforded by this provision (2) claims made or"suits" brought; is excess over any valid and collectible property (3) persons or organizations making claims or insurance (including any deductible) available to bringing"suits". the insured and Section IV—Commercial General Liability Conditions Paragraph 4. Other Insurance is changed accordingly. CG7578(2-19) Includes copyrighted material of ISO Properties,Inc.with its permission. Page 1 of 6 E. FIRE, LIGHTNING OR EXPLOSION DAMAGE a. Currently in effect or becomes effective Except where it is used in the term "hostile fire", the during the policy period; and word fire includes fire, lightning or explosion wherever b. Executed prior to an "occurrence" or it appears in the Coverage Form. offense to which this insurance would Under Section I — Coverage A, the last paragraph apply. (after the exclusions) is replaced with the following: However, the insurance afforded to such Exclusions c. through n. do not apply to damage by additional insured: fire, smoke or leakage from automatic fire protection a. Only applies to the extent permitted by law; systems to premises while rented to you or and temporarily occupied by you with permission of the b. Will not be broader than that which you are owner. A separate limit of insurance applies to this required by the contract or agreement to coverage as described in Section III — Limits of provide for such additional insured; and Insurance. F. MEDICAL PAYMENTS c. Applies only if the person or organization is not specifically named as an additional If Section I — Coverage C. Medical Payments insured under any other provision of, or Coverage is not otherwise excluded from this endorsement added to, Section II — Who Coverage Form: Is An Insured of this policy. The requirement, in the Insuring Agreement of 2. As provided herein, the insurance coverage Coverage C., that expenses must be incurred and provided to such additional insureds is limited reported to us within one year of the accident date is to: changed to three years. G. SUPPLEMENTARY PAYMENTS a. Any Controlling Interest, but only with respect to their liability arising out of their Supplementary Payments — Coverages A and B financial control of you; or premises they Paragraphs 1.b. and 1.d. are replaced by the own, maintain, or control while you lease or following: occupy these premises. 1.b.Up to $5,000 for cost of bail bonds required This insurance does not apply to structural because of accidents or traffic law violations alterations, new construction and arising out of the use of any vehicle to which the demolition operations performed by or for Bodily Injury Liability Coverage applies. We do that person or organization. not have to furnish these bonds. b. Any architect, engineer, or surveyor 1.d.All reasonable expenses incurred by the insured engaged by you but only with respect to at our request to assist us in the investigation or liability for "bodily injury", "property defense of the claim or "suit", including actual damage" or "personal and advertising loss of earnings up to $500 a day because of injury" caused, in whole or in part, by your time off from work. acts or omissions or the acts or omissions H. SUBSIDIARIES AS INSUREDS of those acting on your behalf: Section II —Who Is An Insured is amended to add (1) In connection with your premises; or the following: (2) In the performance of your ongoing 1.f. Any legally incorporated subsidiary in which you operations. own more than 50% of the voting stock on the With respect to the insurance afforded to effective date of this policy. However, insured these additional insureds, the following does not include any subsidiary that is an insured additional exclusion applies: under any other general liability policy, or would This insurance does not apply to "bodily have been an insured under such a policy but for injury", "property damage" or"personal and termination of that policy or the exhaustion of that advertising injury" arising out of the policy's limits of liability. rendering of or the failure to render any I. BLANKET ADDITIONAL INSUREDS — AS professional services by or for you, REQUIRED BY CONTRACT including: 1. Section II —Who Is An Insured is amended to (1) The preparing, approving, or failing to include as an additional insured any person(s) or prepare or approve, maps, shop organization(s) subject to provisions in Paragraph drawings, opinions, reports, surveys, 2. below, (hereinafter referred to as additional field orders, change orders or drawings insured) when you and such person(s) or and specifications; or organization(s) have agreed in a written contract (2) Supervisory, inspection, architectural or or written agreement that such person(s) or organization(s) be added as an additional insured engineering activities. on your policy provided that the written contract or agreement is: CG7578(2-19) Includes copyrighted material of ISO Properties,Inc.with its permission. Page 2 of 6 This exclusion applies even if the claims This insurance does not apply to: against any insured allege negligence or (a) "Bodily injury", "property damage" or other wrongdoing in the supervision, hiring, "personal and advertising injury" employment, training or monitoring of arising out of operations performed others by that insured, if the "occurrence" for the federal government, state or which caused the "bodily injury" or municipality; or "property damage", or the offense which caused the "personal and advertising (b) "Bodily injury" or "property damage" injury", involved the rendering of or the included within the "products- failure to render any professional services completed operations hazard". by or for you. e. Any vendor, but only with respect to "bodily c. Any manager or lessor of a premises injury" or "property damage" arising out of leased to you, but only with respect to "your products" which are distributed or sold liability arising out of the ownership, in the regular course of the vendor's maintenance or use of that part of a business. premises leased to you, subject to the With respect to the insurance afforded to following additional exclusions: these vendors, the following additional This insurance does not apply to: exclusions apply: (1) Any "occurrence" which takes place (1) The insurance afforded any vendor does after you cease to be a tenant in that not apply to: premises. (a) "Bodily injury" or "property damage" (2) Structural alterations, new construction for which any vendor is obligated to or demolition operations performed by pay damages by reason of the or on behalf of such additional insured. assumption of liability in a contract or d. Any state or governmental agency or agreement. This exclusion does not subdivision or political subdivision, subject to apply to liability for damages that any vendor would have in the absence of the following: the contract or agreement; (1) This insurance applies only with respect (b) Any express warranty unauthorized to the following hazards for which any by you; state or governmental agency or subdivision or political subdivision has (c) Any physical or chemical change in issued a permit or authorization in the product made intentionally by connection with premises you own, rent any vendor; or control and to which this insurance (d) Repackaging, except when applies: unpacked solely for the purpose of (a) The existence, maintenance, repair, inspection, demonstration, testing, construction, erection or removal of or the substitution of parts under advertising signs, awnings, instructions from the manufacturer, canopies, cellar entrances, coal and then repackaged in the original holes, driveways, manholes, container; marquees, hoist away openings, (e) Any failure to make such sidewalk vaults, street banners or inspections, adjustments, tests or decorations and similar exposures; servicing as any vendor has or agreed to make or normally (b) The construction, erection or undertakes to make in the usual removal of elevators; or course of business, in connection (c) The ownership, maintenance or use with the distribution or sale of the of any elevators covered by this products; insurance. (f) Demonstration, installation, (2) This insurance applies only with respect servicing or repair operations, to operations performed by you or on except such operations performed at any vendor's premises in your behalf for which any state or connection with the sale of the governmental agency or subdivision or product; political subdivision has issued a permit or authorization. (g) Products which, after distribution or sale by you, have been labeled or relabeled or used as a container, part or ingredient of any other thing or substance by or for any vendor; or CG7578(2-19) Includes copyrighted material of ISO Properties,Inc.with its permission. Page 3 of 6 (h) "Bodily injury" or "property A person's or organization's status as an damage" arising out of the sole additional insured under this endorsement negligence of any vendor for its ends when their contract or agreement with own acts or omissions or those of you for such leased equipment ends. its employees or anyone else With respect to the insurance afforded to acting on its behalf. However, this these additional insureds, this insurance exclusion does not apply to: does not apply to any "occurrence" which (i) The exceptions contained in takes place after the equipment lease Subparagraphs (d) or(f); or expires. (i1) Such inspections, adjustments, i. Any Owners, Lessees, or Contractors for tests or servicing as any whom you are performing operations, but vendor has agreed to make or only with respect to liability for "bodily normally undertakes to make in injury", "property damage" or"personal and the usual course of business, advertising injury" caused, in whole or in in connection with the part, by: distribution or sale of the (1) Your acts or omissions; or products. (2) This insurance does not apply to any (2) The acts omissions of those acting insured person or organization, from on your behalf; whom you have acquired such in the performance of your ongoing products, or any ingredient, part or operations for the additional insured. container, entering into, accompanying A person's or organization's status as an or containing such products. additional insured under this endorsement f. Any Mortgagee, Assignee Or Receiver, but ends when your operations for that only with respect to their liability as additional insured are completed. mortgagee, assignee, or receiver and With respect to the insurance afforded to arising out of the ownership, maintenance, these additional insureds, the following or use of the premises by you. additional exclusions apply: This insurance does not apply to structural This insurance does not apply to: alterations, new construction and demolition operations performed by or for (1) "Bodily injury", "property damage" or that person or organization. "personal and advertising injury" arising g. Any Owners Or Other Interests From out of the rendering of, or the failure to Whom Land Has Been Leased, but only render, any professional architectural, with respect to liability arising out of the engineering or surveying services, ownership, maintenance or use of that part including: of the land leased to you. (a) The preparing, approving, or failing With respect to the insurance afforded to to prepare or approve, maps, shop drawings, opinions, reports, surveys, these additional insureds, the following field orders, change orders or additional exclusions apply: drawings and specifications; or (1) This insurance does not apply to: (b) Supervisory, inspection, architectural (a) Any "occurrence" which takes or engineering activities. place after you cease to lease that This exclusion applies even if the claims land; or against any insured allege negligence or (b) Structural alterations, new other wrongdoing in the supervision, hiring, construction or demolition employment, training or monitoring of operations performed by or on others by that insured, if the "occurrence" behalf of such additional insured. which caused the "bodily injury" or h. Any person or organization from whom you "property damage", or the offense which lease equipment, but only with respect to caused the personal and advertising liability for "bodily injury", "property injury", involved the rendering of or the damage" or "personal and advertising failure to render any professional injury" caused, in whole or in part by your architectural, engineering or surveying maintenance, operation or use of services. equipment leased to you by such person(s) (2) "Bodily injury" or "property damage" or organization(s). occurring after: CG7578(2-19) Includes copyrighted material of ISO Properties,Inc.with its permission. Page 4 of 6 (a) All work, including materials, parts This endorsement shall not increase the or equipment furnished in applicable Limits of Insurance shown in the connection with such work, on the Declarations. project (other than service, J. COVERAGE FOR INJURY TO CO-EMPLOYEES maintenance or repairs) to be AND/OR YOUR OTHER VOLUNTEER WORKERS performed by or on behalf of the additional insured(s) at the location Section II—Who is an Insured, Paragraph 2.a. (1) is of the covered operations has been amended to add the following: completed; or e. Paragraphs (a), (b), and (c) do not apply to your (b) That portion of "your work" out of "employees' or "volunteer workers" with respect which the injury or damage arises to "bodily injury" to a co-"employee" or other has been put to its intended use by "volunteer worker". any person or organization other Damages owed to an injured co-"employee" or than another contractor or "volunteer worker' will be reduced by any subcontractor engaged in amount paid or available to the injured co- performing operations for a "employee" or "volunteer worker' under any principal as a part of the same other valid and collectible insurance. project. K. HEALTH CARE SERVICE PROFESSIONALS AS j. Any Grantor of Licenses to you, but only INSUREDS-INCIDENTAL MALPRACTICE with respect to their liability as grantor of Section II — Who is an Insured, Paragraph 2.a. (1) licenses to you. (d)is amended as follows: Their status as additional insured under This provision does not apply to Nurses, Emergency this endorsement ends when: Medical Technicians, or Paramedics who provide 1. The license granted to you by such professional health care services on your behalf. person(s) or organization(s) expires; or However this exception does not apply if you are in 2. Your license is terminated or revoked the business or occupation of providing any such by such person(s) or organization(s) professional services. prior to expiration of the license as L. NEWLY FORMED OR ACQUIRED stipulated by the contract or ORGANIZATIONS agreement. k. Any Grantor of Franchise, but only with Section II — Who Is An Insured, Paragraph 3.a. is respect to their liability as grantor of a replaced by the following: franchise to you. 3.a. Coverage under this provision is afforded until I. Any Co-owner of Insured Premises, but the end of the policy period. only with respect to their liability as co- This provision does not apply if newly formed or owner of any insured premises. acquired organizations coverage is excluded either by m. Any Concessionaires Trading Under Your the provisions of the Coverage Form or by Name, but only with respect to their liability endorsements. as a concessionaire trading under your M. DAMAGE TO PREMISES RENTED TO YOU name. Section III — Limits of Insurance, Paragraph 6. is 3. Any insurance provided to any additional replaced by the following: insured does not apply to "bodily injury", Subject to 5.a. above, the Damage To Premises "property damage" or"personal and advertising Rented To You Limit, or $500,000, whichever is injury" arising out of the sole negligence or higher, is the most we will pay under Coverage A for willful misconduct of the additional insured or its damages because of "property damage" to any one agents, "employees' or any other premises, while rented to you, or in the case of representative of the additional insured. damage by fire, smoke or leakage from automatic 4. With respect to the insurance afforded to these protection systems, while rented to you or temporarily additional insureds, the following is added to occupied by you with permission of the owner. Section III—Limits of Insurance: N. MEDICAL PAYMENTS—INCREASED LIMITS If coverage provided to any additional insured Section III — Limits of Insurance, Paragraph 7. is is required by a contract or agreement, the replaced by the following: most we will pay on behalf of the additional 7. Subject to Paragraph 5. above, $10,000 is the insured is the amount of insurance: Medical Expense Limit we will pay under a. Required by the contract or agreement; or Coverage C for all medical expenses because of b. Available under the applicable Limits of "bodily injury" sustained by any one person, Insurance shown in the Declarations; unless the amount shown on the Declarations of this Coverage Part for Medical Expense Limit whichever is less. states: CG7578(2-19) Includes copyrighted material of ISO Properties,Inc.with its permission. Page 5 of 6 (a) No Coverage; or Q. UNINTENTIONAL FAILURE TO DISCLOSE (b) $1,000; or EXPOSURES (c) $5,000; or Section IV — Commercial General Liability hi than$10,000. Conditions Paragraph 6. Representations is (d) A limit higher amended to add the following: O. DUTIES IN THE EVENT OF OCCURRENCE, If you unintentionally fail to disclose any exposures OFFENSE, CLAIM OR SUIT existing at the inception date of your policy, we will not Section IV — Commercial General Liability deny coverage under the Coverage Form solely Conditions Paragraph 2. is amended to add the because of such failure to disclose. However, this following: provision does not affect our right to collect additional e. The requirement in Condition 2.a. that you must premium or exercise our right of cancellation or non- see to it that we are notified as soon as renewal. practicable of an "occurrence" or an offense This provision does not apply to any known injury which may result in a claim, applies only when the or damage which is excluded under any other "occurrence"or offense is known to: provision of this policy. (1) You, if you are an individual or a limited R. WAIVER OF TRANSFER OF RIGHTS OF liability company; RECOVERY AGAINST OTHERS TO US (2) A partner, if you are a partnership; Section IV — Commercial General Liability (3) A member or manager, if you are a limited Condition Paragraph 8. Transfer Of Rights Of liability company; Recovery Against Others To Us is amended to (4) An "executive officer" or insurance manager, add the following: if you are a corporation; or We waive any right of recovery we may have against any person or organization because of (5) A trustee, if you are a trust. payments we make for injury or damage arising out f. The requirement in Condition 2.b. that you must of: see to it that we receive notice of a claim or"suit" 1. Your ongoing operations; or as soon as practicable will not be considered 2. "Your work" included in the "products- breached unless the breach occurs after such claim or"suit"is known to: completed operations hazard". (1) You, if you are an individual or a limited However, this waiver applies only when you have liability company; agreed in writing to waive such rights of recovery in a contract or agreement, and only if the contract or (2) A partner, if you are a partnership; agreement: (3) A member or manager, if you are a limited 1. Is in effect or becomes effective during the term liability company; of this policy; and (4) An "executive officer" or insurance manager, 2. Was executed prior to loss. if you are a corporation; or S. MENTAL ANGUISH (5) A trustee, if you are a trust. Section V—Definition 3.is replaced by the following: P. PRIMARY AND NONCONTRIBUTORY — ADDITIONAL INSURED EXTENSION "Bodily injury" means bodily injury, sickness or disease sustained by a person, including mental Section IV — Commercial General Liability anguish or death resulting from bodily injury, Conditions Paragraph 4. Other Insurance is sickness or disease. amended to add the following: T. LIBERALIZATION This insurance is primary to and will not seek contribution from any other insurance available to an If we revise this endorsement to provide greater additional insured under your policy provided that: coverage without additional premium charge, we will automatically provide the additional coverage to (1) The additional insured is a Named Insured under all endorsement holders as of the day the revision such other insurance; and is effective in your state. (2) You have agreed in writing in a contract or agreement that this insurance would be primary and would not seek contribution from any other insurance available to the additional insured. However, if the additional insured has been added as an additional insured on other policies, whether primary, excess, contingent or on any other basis, this insurance is excess over any other insurance regardless of the written agreement between you and an additional insured. CG7578(2-19) Includes copyrighted material of ISO Properties,Inc.with its permission. Page 6 of 6