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HomeMy WebLinkAboutCAG2024-305 - Original - MurCal, Inc - Supplying Motor Control Equipment - Horseshoe Storm Pump Station - 06/24/2024 FOR CITY OF KENT OFFICIAL USE ONLY Sup/Mgr: Agreement Routing Form DirAsst: For Approvals,Signatures and Records Management Dir/Dep: KEN T This form combines&replaces the Request for Mayor's Signature and Contract Cover (optional) W n s H�N G T o N Sheet forms. (Print on pink or cherry colored paper) Originator: Department: Karin Bayes for Bryan Bond Public Works Date Sent: Date Required: > 06/10/2024 6/17/2024 0 CL Mayor or Designee to Sign. Date of Council Approval: CL Q Interlocal Agreement Uploaded to Website 6/4/2024 Budget,Account dumber; Grant? Yes NoE Budget? Yes �( No Type: N/A Vendor Name: Category: MurCal, Inc. Contract Vendor Number: Sub-Category: c Original 0 Project Name: Supplying Motor Control Equipment for the Horseshoe Storm Pump Station Project Details: .2 The Vendor shall supply Motor Control Equipment for the c Horseshoe Storm Pump Station. .r c Basis for Selection of Contractor: Agreement 134,450.61 Bid E *Memo to Mayor must be attached Start Date: Upon Execution Termination Date: 12/31/2024 G1 Q Local Business? Yes F—]No* If meets req uiremen ts per KCC 3.70.100,please complete'Vendor Purchase-Local Exceptions"form on Cilyspace. Business License Verification: ❑Yes ElIn-ProcessEl Exempt(KCC 5.01.045) El Authorized Signer Verified Notice required prior to disclosure? Contract Number: F—]YesF—]No CAG2024-305 Comments: cm L V7 3 0 a, cc Date Received:City Attorney 6/10/24 Date Routed:Mayors/@4�24 City Clerk's OfFic6/24/24 ads W22373 1 20 Visit Documents.KentWA.gov to obtain copies of all agreements rev.20221201 6/5/24,10:54 AM Supplying Motor Control Equipment for the Horseshoe Storm Pump Station-Award-City of Kent,Washington City of Kent Washington KENT Action Item w —..." 4021 Supplying Motor Control Equipment for the Horseshoe Storm Pump Station - Award Information Department: Public Works Department Sponsors: Category: Award Bid Attachments Printout Supplying Motor Control Equipment for the Horseshoe Storm Pump Station - Bid Tab Budget Impact BUDGET IMPACT: None. This is a budgeted project with funding coming from the Drainage Fund. Motion MOTION: I move to award the Supplying Motor Control Equipment for the Horseshoe Storm Pump Station Project to Murcal, Inc. and authorize the Mayor to sign all necessary documents, subject to final terms and conditions acceptable to the City Attorney and Public Works Director. Summary SUMMARY: The Horseshoe Acres Stormwater Pump Station discharges stormwater into the Green River when river levels are too high for gravity flow. The pump station consists of three diesel powered pumps, each with a capacity to pump 10,000 gallons per minute. Each diesel engine is controlled by a control panel that has exceeded its expected life, is no longer supported by the vendor, and is in need of replacement. The bid opening for the Supplying Motor Control Equipment for the Horseshoe Storm Pump Station Project was held on May 14, 2024, with two bids received. The lowest responsible and responsive bid was submitted by Murcal, Inc. in the amount of $134,450.61. Bid Tab Summary_ 1. Murcal, Inc. $134,450.61 2. Technology International, Inc. $155,957.24 Engineer's Estimate $121,771.00 Discussion '0 Add Comment hftps://kentwa.igm2.com/Citizens/Detail_LegiFile.aspx?MeetinglD=5576&MediaPosition=&ID=4021&CssClass=&Print=Yes 1/2 6/5/24, 10:54 AM Supplying Motor Control Equipment for the Horseshoe Storm Pump Station-Award-City of Kent,Washington Powered by Granicus https://kentwa.igm2.com/Citizens/Detail_LegiFile.aspx?Meetingl D=5576&MediaPosition=&I D=4021&CssClass=&Print=Yes 2/2 �-� KEN T GOODS & SERVICES AGREEMENT between the City of Kent and MurCal, Inc. THIS AGREEMENT is made by and between the City of Kent, a Washington municipal corporation (hereinafter the "City"), and MurCal, Inc. organized under the laws of the State of California, located and doing business at 41343 12t" Street West, Palmdale, CA 93551, Phone: (918) 704-3702, Contact: Jim Saunders (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 Motor Control Equipment for the Horseshoe Storm Pump Station. For a description, see Vendor's Proposal, attached as Exhibit A and incorporated by this reference. The Vendor acknowledges and understands that it is not the City's exclusive provider of these goods, materials, or services and 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 by December 31, 2024. III. COMPENSATION. The City shall pay the Vendor an amount not to exceed One Hundred Thirty Four Thousand, Four Hundred Fifty Dollars and Sixty One Cents ($134,450.61), 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: The Vendor shall be paid after execution of the agreement and submittal 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 MAJEURE. Neither party shall be liable to the other for breach due to delay or failure in performance resulting from acts of God, acts of war or of the public enemy, riots, pandemic, fire, flood, or other natural disaster or acts of government ("force majeure event"). Performance that is prevented or delayed due to a force majeure event shall not result in liability to the delayed party. Both parties represent to the other that at the time of signing this Agreement, they are able to perform as required and their performance will not be prevented, hindered, or delayed by the current COVID-19 pandemic, any existing state or national declarations of emergency, or any current social distancing restrictions or personal protective equipment requirements that may be required under federal, state, or local law in response to the current pandemic. If any future performance is prevented or delayed by a force majeure event, the party whose performance is prevented or delayed shall promptly notify the other party of the existence and nature of the force majeure event causing the prevention or delay in performance. Any excuse from liability shall be effective only to the extent and duration of the force majeure event causing the prevention or delay in performance and, provided, that the party prevented or delayed has not caused such event to occur and continues to use diligent, good faith efforts to avoid the effects of such event and to perform the obligation. Notwithstanding other provisions of this section, the Vendor shall not be entitled to, and the City shall not be liable for, the payment of any part of the contract price during a force majeure event, or any costs, losses, expenses, damages, or delay costs incurred by the Vendor due to a force majeure event. Performance that is more costly due to a force majeure event is not included within the scope of this Force Majeure provision. If a force majeure event occurs, the City may direct the Vendor to restart any work or performance that may have ceased, to change the work, or to take other action to secure the work or the project site during the force majeure event. The cost to restart, change, or secure the work or project site arising from a direction by the City under this clause will be dealt with as a change order, except to the extent that the loss or damage has been caused or exacerbated by the failure of the Vendor to fulfill its obligations under this Agreement. Except as expressly contemplated by this section, all other costs will be borne by the Vendor. VIII. CLAIMS. If the Vendor disagrees with anything required by an amendment, another written order, or an oral order from the City, including any direction, instruction, interpretation, or determination by the City, the Vendor may file a claim as provided in this section. The Vendor shall give written notice to the City of all claims within fourteen (14) calendar days of the occurrence of the events giving rise to the claims, or within fourteen (14) calendar days of the date the Vendor knew or should have known of the facts 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. 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 GOODS & SERVICES AGREEMENT - 6 (Over$20,000, including WSST) 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: By: _LDa Print Name: Bob Murp Print Name: Dana Raloh Its President Its Mayor DATE: 6/6/2024 DATE: 06/24/2024 NOTICES TO BE SENT TO: NOTICES TO BE SENT TO: VENDOR: CITY OF KENT: Jim Saunders Chad Bieren, P.E. MurCal, Inc. City of Kent 41343 121" Street West 220 Fourth Avenue South Palmdale, CA 93551 Kent, WA 98032 (918) 704-3702 (telephone) (253) 856-5500 (telephone) jsaunders@murcal.com (email) PublicWorks@KentWa.gov (email) APPROVED AS TO FORM: Kent Law Department ATTEST: �rk&JAIL Kent City Clerk kb-5/30/2024 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 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: --, For: MurCal, Inc. Title: President -------------------- Date: 6/6/2024 -------------------- 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 CONTRACTOR COMPLIANCE STATEMENT (President's Executive Order #11246) Date IV\ .p'�'f J,�J SJ J-014 This statement relates to a proposed contract with the City of Kent named Supplying Motor Control Equipment for the Horseshoe Storm Pump Station Project Number: D20126 I am the undersigned bidder or prospective contractor. I represent that - 1. I have, have not, participated in a previous contract or subcontract subject to the President's Executive Order #11246 (regarding equal employment opportunity) or a preceding similar Executive Order. MJrCA t— NAME OF BIDDER BY: _J M S ftoJur (S.M S NATURE/TITLE y I � 3 1a Opyw c9mI-, CA 3 sS I ADDRESS (Note to Bidders: The information required in this Compliance Statement is informational only) Supplying Motor Control Components/Bond 1 April 26, 2024 Project Number: D20126 CONTRACTOR QUALIFICATION STATEMENT To be filled in by the Contractor submitting a bid. Each Contractor submitting a proposal on work and materials included in these contract documents shall prepare and submit the data requested in the following schedule of information: The City will use information offered by the Contractor in this Statement as a significant factor in determining which Contractor to contact to engage in further negotiations. (Attach additional pages as necessary) This data sheet must be included in and made a part of these proposal Documents. /► 1. Name of Contractor: I" �J 1 Al-, -L(\ 2. Business Address: `"1 ' �I I-a' Pj.\1MJA I E, C/4 I How many years have you been engaged in supplying and servicing the specified equipment under the present firm name? 60 GA 2S 4. Contracts now in hand. Gross amount: $: S L K 5. List several recent contracts completed by your company similar to this project, including approximate costs and name and phone number of Owner: Ky A L '6 E�cal r�/l4f's CdJA Leo, e 6. Business references: LA/OUNk, U,x city' W (\(I,)rO�x t S l - boo Supplying Motor Control Components/Bond 2 April 26, 2024 Project Number: D20126 Supplying Motor Control Equipment for the Horseshoe Storm Pump Station PROPOSAL The undersigned herby proposes to provide all new and undamaged equipment, hardware, labor, materials and supplies to perform the service as specified in this contract (see TECHNICAL SPECIFICATIONS) for the following fees: Bidder's Name: (" O --cl"_ , �rl c_ ITEM SECTION APPROX. ITEM UNIT TOTAL NO. NO. QUANTITY PRICE AMOUNT 1 Technical 3 S800 Standard Diesel Engine $ $ Specifica EACH Controller (40-16-087) Per EA tion A J �' 1°0 25080 2 Technical 2 S800 Standard Central $ $ Specifica EACH Controller, Lift Station (35- Per EA tion 16-055) Utz 25080 a,,s 3 Technical 1 Programming Controls and $ $ Specifica Lump Sum On-Site Startup Support Lump Sum tion 25080 D.i Sb 6 a �� Sub Total $ ( -�L .�1 6D(0 10.2% WA State Sales Tax $ yH 4 , Cot Total $ , L1 5-b , lo( Supplying Motor Control Components/Bond 3 April 26, 2024 Project Number: D20126 BIDDER'S CHECKLIST All bidders are required to submit the following documents to qualify for consideration: _ 1. Contractor Compliance Statement _ 2. Contractor Qualification Statement 3. Proposal Form BIDDERS WHO FAIL TO SUBMIT THE NECESSARY DOCUMENTS MAY, AT THE CITY'S SOLE DISCRETION, BE DISQUALIFIED FROM FURTHER CONSIDERATION. Supplying Motor Control Components/Bond 4 April 26, 2024 Project Number: D20126 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. 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 $2,000,000 per occurrence, and $2,000,000 products- completed operations aggregate limit. Primary Non-Contributory Additional Insured coverage for the City of Kent, et. al. Stop Gap Liability - $1,000,000/$1,000,000/$1,000,000 Waiver of Subrogation 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. MURPSWI-01 KWILLIAMS ACORO CERTIFICATE OF LIABILITY INSURANCE DATE(MM/DD/YYYY) 61212024/ THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER.THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S),AUTHORIZED REPRESENTATIVE OR PRODUCER,AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder is an ADDITIONAL INSURED,the policy(ies)must have ADDITIONAL INSURED provisions or be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy,certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). PRODUCER CONTACT Kalie Williams NAME: Laird&Walkingstick Insurance Services PHONE FA X No):(405)258-4284 P.O.Box 9 (A/C,No,EXt):(405)258-4284 A Chandler,OK 74834 ADDRESS:kaliew@lW-ins.com INSURERS AFFORDING COVERAGE NAIC# INSURER A:Travelers Property Casualty Company of America 25674 INSURED INSURER B: Murphy Switch of California,Inc.DBA MurCal Inc. INSURER 7 41343 12th Street West INSURER D: Palmdale,CA 93551 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 MM/DD A X COMMERCIAL GENERAL LIABILITY EACH OCCURRENCE $ 1,000,000 CLAIMS-MADE 71 X OCCUR ZLP-91N62517-24-15 3/1/2024 3/1/2025 DAMAGE TO RENTED 1,000,000 X X 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 jE LOC PRODUCTS-COMP/OP AGG $ 2,000,000 OTHER: $ A AUTOMOBILE LIABILITY COMBINED SINGLE LIMIT 1,000,000 Ea accident $ ANY AUTO X X BA-4W867740-24-15-G 3/1/2024 3/1/2025 BODILY INJURY Perperson) $ OWNED SCHEDULED AUTOS ONLY AUTOS BODILY INJURY Per accident $ X HIRED X NON-OWNED PROPERTY DAMAGE AUTOS ONLY AUTOS ONLY Per accident $ A X UMBRELLA LIAB X OCCUR EACH OCCURRENCE $ 1,000,000 EXCESS LIAB CLAIMS-MADE CUP-4W874988-24-15 3/1/2024 3/1/2025 AGGREGATE $ 1,000,000 DED RETENTION$ $ A WORKERS COMPENSATION X PER OTH- AND EMPLOYERS'LIABILITY STATUTE ER YIN UB-8X118402-24-15-G 3/1/2024 3/1/2025 1,000,000 ANY PROPRIETOR/ R/EXECUTIVE ❑ E.L.EACH ACCIDENT $ EXCLUDED? OFFICER/MEMBER EXCLUDED? N/A (Mandatory in NH) E.L.DISEASE-EA EMPLOYEE $ 1,000,000 If yes,describe under 1,000,000 DESCRIPTION OF OPERATIONS below E.L.DISEASE-POLICY LIMIT $ DESCRIPTION OF OPERATIONS/LOCATIONS/VEHICLES (ACORD 101,Additional Remarks Schedule,may be attached if more space is required) Due to Written Contract signed by the insured Certificate holder is an additional insured in regards to General Liability and Auto Liability and a waiver of subrogation is in favor of certificate holder in regards to General Liability,Auto Liability and Workers Compensation when required by written contract. Insurance is Primary and non-contributory regarding the General Liability.30 Days notice of cancellation applies except for 10 Days Notice for Non-payment of premium. 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. 220th 4th Ave S. Kent,WA 98032 AUTHORIZED REPRESENTATIVE ACORD 25(2016103) ©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. XTEND ENDORSEMENT FOR TECHNOLOGY This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART GENERAL DESCRIPTION OF COVERAGE - This endorsement broadens coverage. However, coverage for any injury, damage or medical expenses described in any of the provisions of this endorsement may be excluded or limited by another endorsement to this Coverage Part, and these coverage broadening provisions do not apply to the extent that coverage is excluded or limited by such an endorsement.The following listing is a general coverage description only. Read all the provisions of this endorsement and the rest of your policy carefully to determine rights,duties,and what is and is not covered. A. Non-Owned Watercraft-75 Feet Long Or Less I. Blanket Additional Insured - Mortgagees, B. Who Is An Insured - Unnamed Subsidiaries Assignees,Successors Or Receivers C. Who Is An Insured - Employees - Supervisory J. Blanket Additional Insured - Governmental Positions Entities - Permits Or Authorizations Relating To Premises D. Who Is An Insured - Newly Acquired Or Formed K. Blanket Additional Insured - Governmental Limited Liability Companies Entities - Permits Or Authorizations Relating To E. Who Is An Insured - Liability For Conduct Of Operations Unnamed Partnerships Or Joint Ventures L. Medical Payments- Increased Limit F. Blanket Additional Insured - Persons Or M. Blanket Waiver Of Subrogation Organizations For Your Ongoing Operations As Required By Written Contract Or Agreement. N. Contractual Liability- Railroads G. Blanket Additional Insured - Broad Form O. Damage To Premises Rented To You Vendors H. Blanket Additional Insured -Controlling Interest PROVISIONS watercraft that you do not own that is: A. NON-OWNED WATERCRAFT - 75 FEET (1) 75 feet long or less;and LONG OR LESS (2)Not being used to carry any person 1. The following replaces Paragraph (2) of or property for a charge. Exclusion g., Aircraft, Auto Or B. WHO IS AN INSURED - UNNAMED Watercraft, in Paragraph 2. of SECTION I SUBSIDIARIES - COVERAGES - COVERAGE A - The following is added to SECTION II - WHO BODILY INJURY AND PROPERTY IS AN INSURED: DAMAGE LIABILITY: Any of your subsidiaries, other than a (2)A watercraft you do not own that is: partnership orjoint venture,that is not shown as (a)75 feet long or less;and a Named Insured in the Declarations is a Named Insured if: (b)Not being used to carry any person or property for a charge; a. You are the sole owner of, or maintain an ownership interest of more than 50% in, 2. The following replaces Paragraph 2.e. of such subsidiary on the first day of the policy SECTION II -WHO IS AN INSURED: period;and e. Any person or organization that, with b. Such subsidiary is not an insured under your express or implied consent, either similar other insurance. uses or is responsible for the use of a CG D417 0219 ©2017 The Travelers Indemnity Company.All rights reserved. Page 1 of 5 Includes copyrighted material of Insurance Services Office, Inc.with its permission. COMMERCIAL GENERAL LIABILITY No such subsidiary is an insured for "bodily organization in writing to us within injury" or "property damage" that occurred, or 180 days after you acquire or form it; "personal and advertising injury" caused by an or offense committed: (2)Until the end of the policy period, a. Before you maintained an ownership when that date is later than 180 days interest of more than 50% in such after you acquire or form such subsidiary;or organization, if you report such b. After the date, if any, during the policy organization in writing to us within period that you no longer maintain an 180 days after you acquire or form it; ownership interest of more than 50% in b. Coverage A does not apply to "bodily such subsidiary. injury" or "property damage" that For purposes of Paragraph 1.of Section II - Who occurred before you acquired or formed Is An Insured, each such subsidiary will be the organization;and deemed to be designated in the Declarations as: C. Coverage B does not apply to "personal a. A limited liability company; and advertising injury" arising out of an offense committed before you acquired b. An organization other than a partnership, or formed the organization. joint venture or limited liability company;or For the purposes of Paragraph 1. of Section C. A trust; II - Who Is An Insured, each such as indicated in its name or the documents that organization will be deemed to be govern its structure. designated in the Declarations as: C. WHO IS AN INSURED - EMPLOYEES - a. A limited liability company; SUPERVISORY POSITIONS b. An organization, other than a The following is added to Paragraph 2.a.(1) of partnership, joint venture or limited SECTION II -WHO IS AN INSURED: liability company;or Paragraphs (1)(a), (b) and (c) above do not C. A trust; apply to"bodily injury"to a co-"employee"while as indicated in its name or the documents in the course of the co-"employee's" that govern its structure. employment by you arising out of work by any of E. WHO IS AN INSURED - LIABILITY FOR your "employees" who hold a supervisory CONDUCT OF UNNAMED PARTNERSHIPS position. OR JOINT VENTURES D. WHO IS AN INSURED - NEWLY ACQUIRED OR FORMED LIMITED LIABILITY The following replaces the last paragraph of COMPANIES SECTION II -WHO IS AN INSURED: The following replaces Paragraph 3. of No person or organization is an insured with respect to the conduct of any current or past SECTION II -WHO IS AN INSURED: partnership or joint venture that is not shown as 3. Any organization you newly acquire or form, a Named Insured in the Declarations. This other than a partnership or joint venture, paragraph does not apply to any such and of which you are the sole owner or in partnership or joint venture that otherwise which you maintain an ownership interest of qualifies as an insured under Section II - Who Is more than 50%, will qualify as a Named An Insured. Insured if there is no other similar insurance F. BLANKET ADDITIONAL INSURED - available to that organization. However: PERSONS OR ORGANIZATIONS FOR a. Coverage under this provision is YOUR ONGOING OPERATIONS AS afforded only: REQUIRED BY WRITTEN CONTRACT OR (1) Until the 180th day after you acquire AGREEMENT or form the organization or the end The following is added to SECTION II - WHO of the policy period, whichever is IS AN INSURED: earlier, if you do not report such CG D417 0219 ©2017 The Travelers Indemnity Company.All rights reserved. Page 2 of 5 Includes copyrighted material of Insurance Services Office, Inc.with its permission. COMMERCIAL GENERAL LIABILITY Any person or organization that is not otherwise (3)Repackaging, unless unpacked solely for an insured under this Coverage Part and that you the purpose of inspection, have agreed in a written contract or agreement demonstration, testing, or the to include as an additional insured on this substitution of parts manufacturer, and Coverage Part is an insured, but only with then repackaged in the original respect to liability for"bodily injury"or"property container; damage"that: (4)Any failure to make such inspections, a. Occurs subsequent to the signing of that adjustments, tests or servicing as contract or agreement;and vendors agree to perform or normally b. Is caused, in whole or in part, by your acts or undertake to perform in the regular omissions in the performance of your course of business, in connection with ongoing operations to which that contract or the distribution or sale of "your agreement applies or the acts or omissions products"; of any person or organization performing (5)Demonstration, installation, servicing or such operations on your behalf. repair operations, except such The limits of insurance provided to such insured operations performed at such vendor's will be the minimum limits that you agreed to premises in connection with the sale of provide in the written contract or agreement, or "your products";or the limits shown in the Declarations, whichever (6)"Your products" that, after distribution are less. or sale by you, have been labeled or G. BLANKET ADDITIONAL INSURED - BROAD relabeled or used as a container, part or FORM VENDORS ingredient of any other thing or substance by or on behalf of such The following is added to SECTION II - WHO vendor. IS AN INSURED: Coverage under this provision does not Any person or organization that is a vendor and apply to: that you have agreed in a written contract or a. Any person or organization from whom you agreement to include as an additional insured on have acquired "your products", or any this Coverage Part is an insured, but only with respect to liability for"bodily injury"or"property ingredient, part or container entering into, damage"that: accompanying or containing such products; or a. Occurs subsequent to the signing of that b. Any vendor for which coverage as an contract or agreement;and additional insured specifically is scheduled b. Arises out of "your products" that are by endorsement. distributed or sold in the regular course of H. BLANKET ADDITIONAL INSURED - such vendor's business. CONTROLLING INTEREST The insurance provided to such vendor is subject to the following provisions: 1. The following is added to SECTION II - WHO IS AN INSURED: a. The limits of insurance provided to such vendor will be the minimum limits that you Any person or organization that has financial agreed to provide in the written contract or control of you is an insured with respect to agreement, or the limits shown in the liability for "bodily injury", "property Declarations,whichever are less. damage"or"personal and advertising injury" that arises out of: b. The insurance provided to such vendor does not apply to: a. Such financial control;or (1) Any express warranty not authorized by b. Such person's or organization's you or any distribution or sale for a ownership, maintenance or use of purpose not authorized by you; premises leased to or occupied by you. (2)Any change in "your products" made by The insurance provided to such person or such vendor; organization does not apply to structural alterations, new construction or demolition CG D417 0219 ©2017 The Travelers Indemnity Company.All rights reserved. Page 3 of 5 Includes copyrighted material of Insurance Services Office, Inc.with its permission. COMMERCIAL GENERAL LIABILITY operations performed by or on behalf of arising out of any structural alterations, such person or organization. new construction or demolition 2. The following is added to Paragraph 4. of operations performed by or on behalf of SECTION II -WHO IS AN INSURED' such mortgagee, assignee, successor or receiver. This paragraph does not apply to any J. BLANKET ADDITIONAL INSURED - premises owner, manager or lessor that has GOVERNMENTAL ENTITIES - PERMITS OR financial control of you. AUTHORIZATIONS RELATING TO I. BLANKET ADDITIONAL INSURED - PREMISES MORTGAGEES, ASSIGNEES, SUCCESSORS OR RECEIVERS The following is added to SECTION II - WHO IS AN INSURED: The following is added to SECTION II - WHO IS AN INSURED: Any governmental entity that has issued a permit or authorization with respect to premises Any person or organization that is a mortgagee, owned or occupied by, or rented or loaned to, assignee, successor or receiver and that you you and that you are required by any ordinance, have agreed in a written contract or agreement law, building code or written contract or to include as an additional insured on this agreement to include as an additional insured on Coverage Part is an insured, but only with this Coverage Part is an insured, but only with respect to its liability as mortgagee, assignee, respect to liability for "bodily injury", "property successor or receiver for "bodily injury", damage" or "personal and advertising injury" "property damage" or "personal and advertising arising out of the existence, ownership, use, injury"that: maintenance, repair, construction, erection or a. Is "bodily injury" or "property damage" that removal of any of the following for which that occurs,or is"personal and advertising injury" governmental entity has issued such permit or caused by an offense that is committed, authorization: advertising signs, awnings, subsequent to the signing of that contract or canopies,cellar entrances,coal holes,driveways, agreement;and manholes, marquees, hoist away openings, sidewalk vaults, elevators, street banners or b. Arises out of the ownership,maintenance or decorations. use of the premises for which that K. BLANKET ADDITIONAL INSURED - mortgagee,assignee,successor or receiver is required under that contract or agreement GOVERNMENTAL ENTITIES - PERMITS OR to be included as an additional insured on AUTHORIZATIONS RELATING TO this Coverage Part. OPERATIONS The insurance provided to such mortgagee, The following is added to SECTION II - WHO assignee, successor or receiver is subject to the IS AN INSURED: following provisions: Any governmental entity that has issued a a. The limits of insurance provided to such permit or authorization with respect to mortgagee, assignee, successor or receiver operations performed by you or on your behalf will be the minimum limits that you agreed and that you are required by any ordinance, law, to provide in the written contract or building code or written contract or agreement agreement, or the limits shown in the to include as an additional insured on this Declarations,whichever are less. Coverage Part is an insured, but only with b. The insurance provided to such person or respect to liability for "bodily injury", "property organization does not apply to: damage" or "personal and advertising injury" arising out of such operations. (1) Any"bodily injury" or"property damage" The insurance provided to such governmental that occurs, or any "personal and P entity does not apply to: advertising injury" caused by an offense that is committed, after such contract or a. Any "bodily injury", "property damage" or agreement is no longer in effect;or "personal and advertising injury" arising out ( ) y injury",Any„"bodily ur "' "property damage" of operations performed for the or personal and advertising injury" governmental entity;or CG D417 0219 ©2017 The Travelers Indemnity Company.All rights reserved. Page 4 of 5 Includes copyrighted material of Insurance Services Office, Inc.with its permission. COMMERCIAL GENERAL LIABILITY b. Any "bodily injury" or "property damage" b. "Personal and advertising injury" caused by included in the "products-completed an offense that is committed; operations hazard". subsequent to the execution of the contract or L. MEDICAL PAYMENTS - INCREASED LIMIT agreement. The following replaces Paragraph 7. of N. CONTRACTUAL LIABILITY- RAILROADS SECTION III - LIMITS OF INSURANCE: 1. The following replaces Paragraph c. of the 7. Subject to Paragraph 5. above, the Medical definition of "insured contract" in the Expense Limit is the most we will pay under DEFINITIONS Section: Coverage C for all medical expenses because C. Any easement or license agreement; of "bodily injury" sustained by any one person,and will be the higher of: 2. Paragraph Q1) of the definition of "insured a. $10,000;or contract" in the DEFINITIONS Section is deleted. b. The amount shown in the Declarations of O. DAMAGE TO PREMISES RENTED TO YOU this Coverage Part for Medical Expense Limit. The following replaces the definition of M. BLANKET WAIVER OF SUBROGATION "premises damage" in the DEFINITIONS Section: The following is added to Paragraph 8., "Premises damage" means "property damage" Transfer Of Rights Of Recovery Against to: Others To Us, of SECTION IV COMMERCIAL GENERAL LIABILITY a. Any premises while rented to you or CONDITIONS: temporarily occupied by you with permission of the owner;or If the insured has agreed in a contract or b. The contents of any premises while such agreement to waive that insured's right of recovery against any person or organization, we premises is rented to you, if you rent such waive our right of recovery against such person premises for a period of seven or fewer consecutive days. or organization, but only for payments we make because of: a. "Bodily injury" or "property damage" that occurs;or CG D417 0219 ©2017 The Travelers Indemnity Company.All rights reserved. Page 5 of 5 Includes copyrighted material of Insurance Services Office, Inc.with its permission. COMMERCIAL GENERAL LIABILITY THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. AMENDMENT OF CONTRACTUAL LIABILITY EXCLUSION - EXCEPTION FOR DAMAGES ASSUMED IN AN INSURED CONTRACT APPLIES ONLY TO NAMED INSURED This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART PROVISIONS a. The "suit" against the indemnitee seeks 1. The following replaces Paragraph (2) of damages for which you have assumed the liability of the indemnitee in a Exclusion b., Contractual Liability, in contract or agreement that is an Paragraph 2. of SECTION I - COVERAGES - "insured contract"; COVERAGE A BODILY INJURY AND PROPERTY DAMAGE LIABILITY: b. This insurance applies to such liability assumed by you; (2)Assumed by you in a contract or agreement that is an "insured contract", provided that C. The obligation to defend, or the cost of the "bodily injury" or "property damage" the defense of, that indemnitee has also occurs subsequent to the execution of the been assumed by you in the same "insured contract"; contract or agreement. Solely for the purposes of liability assumed by you in an d. The allegations in the "suit" and the "insured contract", reasonable attorney fees information we know about the and necessary litigation expenses incurred "occurrence"or offense are such that we by or for a party other than an insured will be determine that no conflict exists deemed to be damages because of "bodily between your interests and the interests injury"or"property damage",provided that: of the indemnitee; (a) Liability to such party for,or for the cost e. You and the indemnitee ask us to of, that party's defense has also been conduct and control the defense of that assumed by you in the same "insured indemnitee against such "suit"and agree contract";and that we can assign the same counsel to (b)Such attorney fees and litigation defend you and the indemnitee;and expenses are for defense of that party 3. The following replaces the last sentence of against a civil or alternative dispute Paragraph 2. of SUPPLEMENTARY resolution proceeding in which damages PAYMENTS - COVERAGES A AND B of to which this insurance applies are SECTION I - COVERAGES''alleged. Our obligation to defend your indemnitee and to 2. The following replaces the beginning of pay for attorneys' fees and necessary litigation Paragraph 2., and Paragraphs 2.a.,b., c.,d. and expenses as Supplementary Payments ends e., of SUPPLEMENTARY PAYMENTS - when: COVERAGES A AND B of SECTION I - COVERAGES: a. We have used up the applicable limit of insurance in the payment of judgments, 2. If we defend you against a "suit" and your settlements or medical expenses;or indemnitee is also named as a party to the b. The conditions set forth above or the terms suit , we will have the right and duty to of the agreement described in Paragraph f. defend that indemnitee if all of the following above,are no longer met. conditions are met: CG D4 2107 08 ©2008 The Travelers Companies, Inc. Page 1 of 1 Includes copyrighted material of Insurance Services Office, Inc.with its permission.