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AG 22-094 - DKS ASSOCIATESRETURN TO: PW ADMIN EXT: 2700 ID #: 4053 / 4100 CITY OF FEDERAL WAY LAW DEPARTMENT ROUTING FORM 1. ORIGINATING DEPT/DIY: PUBLIC WORKS / Traffic Division .2. ORIGINATING STAFF PERSON: Sarady Long EXT: 2743 3. DATE REQ. BY: 05-25-2022 .3. TYPE OF DOCUMENT (CHECK ONE): p CONTRACTOR SELECTION DOCUMENT (E.G., RFB, RFP, RFQ) ❑ PUBLIC WORKS CONTRACT ❑ SMALL OR LIMITED PUBLIC WORKS CONTRACT 0 PROFESSIONAL SERVICE AGREEMENT ❑ MAINTENANCE AGREEMENT ❑ GOODS AND SERVICE AGREEMENT ❑ HUMAN SERVICES / CDBG ❑ REAL ESTATE DOCUMENT ❑ SECURITY DOCUMENT (E.G. BOND RELATED DOCUMENTS) ❑ ORDINANCE ❑ RESOLUTION ❑ CONTRACT AMENDMENT (AG#): ❑ INTERLOCAL ❑ OTHER 4. PROJECT NAME: 2022 Federal Way Travel Demand Model Update 5. NAME OF CONTRACTOR: DKS ASSSOCIateS ADDRESS: 719 Second Ave Suit 1250 - Seattle WA 98104 TFLF.PRONE: 206.436.0319 E-MAIL: .. dksa5SOciate FAX: SIGNATURENAME: Wlntana Miller TITLE: Principal 6. EXHIBITS AND ATTACHMENTS: 0 SCOPE, WORK OR SERVICES 0 COMPENSATION ❑ INSURANCE REQUIREMENTS/CERTIFICATE ❑ ALL OTHER REFERENCED EXHIBITS ❑ PROOF OF AUTHORITY TO SIGN ❑ REQUIRED LICENSES ❑ PRIOR CONTRACT/AMENDMENTS CFW LICENSE # BL, EXP. 12/31/+ UBI # . EXP. / / 7. TERM: COMMENCEMENT DATE: TBD p COMPLETION DATE: December 31, 2022 8. TOTAL COMPENSATION: $ 97,670.00 (INCLUDE EXPENSES AND SALES TAX, IF ANY) (IF CALCULATED ON HOURLY LABOR CHARGE - ATTACH SCHEDULES OF EMPLOYEES TITLES AND HOLIDAY RATES) REIMBURSABLE EXPENSE: ❑ YES 0 NO IF YES, MAXIMUM DOLLAR AMOUNT: $ IS SALES TAX OWED: ❑ YES ❑ NO IF YES, $ PAID BY: ❑ CONTRACTOR Cl CITY RETAINAGE: RETAINAGE AMOUNT: a RETAINAGE AGREEMENT (SEE CONTRACT) OR ❑ RETAINAGE BOND PROVIDED ❑ PURCHASING: PLEASE CHARGE TO: 101-4300-230-543-10-410 9. DOCUMENT / CONTRACT REVIEW INITIAL / DATE REVIEWED INITIAL / DATE APPROVED 6 PROJECT MANAGER SL / 26Jan2022 SL / 06May2022 A DIVISION MANAGER RAP 127 Jan 2022 RAP 109 May 2022 A DEPUTY DIRECTOR EJW 1/28/2022 DSW 5/9/22 A DIRECTOR EJW 2/l/2022 _ -- ❑ RISK MANAGEMENT (IF APPLICABLE) 6 LAW DEPT KVA 2/1/2022 KVA 5/11/2022; KVA 8/16/2022 10. COUNCIL APPROVAL (IF APPLICABLE) SCHEDULED COMMITTEE DATE: COMMITTEE APPROVAL DATE: SCHEDULED COUNCIL DATE: COUNCIL APPROVAL DATE: 11. CONTRACT SIGNATURE ROUTING ❑ SENT TO VENDOR/CONTRACTOR DATE SENT: 8/17/22 DATE REC, D: 8/24/22 ❑ ATTACH: SIGNATURE AUTHORITY, INSURANCE CERTIFICATE, LICENSES, EXHIBITS ❑ CREATE ELECTRONIC REMINDER/NOTIFICATION FOR 1 MONTH PRIOR TO EXPIRATION DATE (INCLUDE DEPT. SUPPORT STAFF IF NECESSARY AND FEEL FREE TO SET NOTIFICATION MORE THAN A MONTH IN ADVANCE IF COUNCIL APPROVAL IS NEEDED.) INITIAL / DATE SIGNED ❑ FINANCE DEPARTMENT O LAW DEPT in SIGNATORY (MAYOR OR DIRECTOR) O CITY CLERK 100 4 ❑ ASSIGNED AG # AG# ElSIGNED COPY RETURNED DATE SENT: COMMENTS: EXECUTE " " ORIGINALS March 18, 2022 - Selected DKS to perform the model update. InQ20 CITY of CITY HALL Fe d e ra I Wa Feder 8th Avenue South �� Federal Way, WA 98003-6325 (253)835-7000 www cityoffederalway com PROFESSIONAL SERVICES AGREEMENT FOR 2022 FEDERAL WAY TRAVEL DEMAND MODEL UPDATE This Professional Services Agreement ("Agreement") is made between the City of Federal Way, a Washington municipal corporation ("City"), and DKS Associates, dba DKS Associates Corporation, a California corporation ("Contractor"). The City and Contractor (together "Parties") are located and do business at the below addresses, which shall be valid for any notice required under this Agreement: DKS ASSOCIATES dba DKS ASSOCIATES CORPORATION: Wintana Miller, PE, PTOE 719 Second Ave, Suite 1250 Seattle, WA 98104 206.436.0319 (telephone) 206.382.9800 (facsimile) The Parties agree as follows: CITY OF FEDERAL WAY: Sarady Long - 33325 8th Avenue South Federal Way, WA 98003-6325 (253) 835-2743 (telephone) (253) 835-2709 (facsimile) com 1. TERM. The term of this Agreement shall commence upon the effective date of this Agreement, which shall be the date of mutual execution, and shall continue until the completion of the Services specified in this Agreement, but in any event no later than December 31, 2022 ("Term"). This Agreement may be extended for additional periods of time upon the mutual written agreement of the Parties. 2. SERVICES. The Contractor shall perform the services more specifically described in Exhibit A ("Services"), attached hereto and incorporated by this reference, in a manner consistent with the accepted professional practices for other similar services within the Puget Sound region in effect at the time those services are performed, performed to the City's reasonable satisfaction, within the time period prescribed by the City and pursuant to the direction of the Mayor or his or her designee. The Contractor shall have the requisite training, skill, and experience necessary to provide the Services and is appropriately accredited and licensed by all applicable agencies and governmental entities, including but not limited to obtaining a City of Federal Way business registration. Services shall begin immediately upon the effective date of this Agreement. Services shall be subject, at all times, to inspection by and approval of the City, but the making (or failure or delay in making) such inspection or approval shall not relieve Contractor of responsibility for performance of the Services in accordance with this Agreement, notwithstanding the City's knowledge of defective or non -complying performance, its substantiality or the ease of its discovery. 3. 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 above. The City may terminate this Agreement immediately if the Contractor fails to maintain required insurance policies, breaches confidentiality, or materially violates Section 12 of this Agreement. Termination for such conduct may render the Contractor ineligible for City agreements in the future. COMPENSATION. 4.1 Amount. In return for the Services, the City shall pay the Contractor an amount not to exceed a maximum amount and according to a rate or method as delineated in Exhibit B, attached hereto and incorporated by this reference. The Contractor agrees that any hourly or flat rate charged by it for its services contracted for herein shall remain locked at the negotiated rate(s) for the Term. Except as otherwise provided in Exhibit B, the Contractor shall be solely responsible for the payment of any taxes imposed by any lawful jurisdiction as a result of the performance of Services and payment under this Agreement. PROFESSIONAL SERVICES AGREEMENT - 1 - Rev. 7/2021 CITY OF CITY HALL Fe d e ra I Way Feder 8th Avenue South �� Federal Way, WA 98003-6325 (253)835-7000 www cityoffederatway corn 4.2 Method of Pa ment. On a monthly basis, the Contractor shall submit a voucher or invoice in the form specified by the City, including a description of what Services have been performed, the name of the personnel performing such Services, and any hourly labor charge rate for such personnel. The Contractor shall also submit a final bill upon completion of all Services. Payment shall be made on a monthly basis by the City only after the Services have been performed and within thirty (30) days following receipt and approval by the appropriate City representative of the voucher or invoice. If the Services do not meet the requirements of this Agreement, the Contractor will correct or modify the work to comply with the Agreement. The City may withhold payment for such work until the work meets the requirements of the Agreement. 4.3 Non -Appropriation of Funds. If sufficient funds are not appropriated or allocated for payment under this Agreement for any future fiscal period, the City will not be obligated to make payments for Services or amounts incurred after the end of the current fiscal period, and this Agreement will terminate upon the completion of all remaining Services for which funds are allocated. No penalty or expense shall accrue to the City in the event this provision applies. 5. INDEMNIFICATION. 5.1 Contractor Indemnification. The Contractor agrees to release, indemnify, defend, and hold the City, its elected officials, officers, employees, agents, representatives, insurers, attorneys, and volunteers harmless from any and all third party claims, demands, actions, suits, causes of action, arbitrations, mediations, proceedings, judgments, awards, injuries, damages, liabilities, taxes, losses, fines, fees, penalties expenses, attorney's fees, costs, and/or litigation expenses arising from, resulting from, or in connection with Contractor's performance under this Agreement and to the extent caused by the willful misconduct or the negligent acts, errors or omissions of the Contractor. Contractor has no obligation to indemnify any indemnitee against liability for damages arising out of bodily injury to persons or damage to property caused by or resulting from the sole negligence of that indemnitee or its agents or employees. Moreover, should a court of competent jurisdiction determine that this Agreement is subject to RCW 4.24.115, then, in the event of liability for damages arising out of bodily injury to persons or damages to property caused by or resulting from the concurrent negligence of the Contractor and the City, the Contractor's liability, including the duty and cost to defend, hereunder shall be only to the extent of the Contractor's negligence. Contractor shall ensure that each sub -contractor shall agree to defend and indemnify the City, its elected officials, officers, employees, agents, representatives, insurers, attorneys, and volunteers to the extent and on the same terms and conditions as the Contractor pursuant to this paragraph. The City's inspection or acceptance of any of Contractor's work when completed shall not be grounds to avoid any of these covenants of indemnification. 5.2 Industrial Insurance Act Waiver. It is specifically and expressly understood that the Contractor waives any immunity that may be granted to it under the Washington State industrial insurance act, Title 51 RCW, solely for the purposes of this indemnification. Contractor's indemnification shall not be limited in any way by any limitation on the amount of damages, compensation or benefits payable to or by any third party under workers' compensation acts, disability benefit acts or any other benefits acts or programs. The Parties acknowledge that they have mutually negotiated this waiver. 5.3 City Indemnification. The City agrees to release, indemnify, defend and hold the Contractor, its officers, directors, shareholders, partners, employees, agents, representatives, and sub -contractors harmless from any and all claims, demands, actions, suits, causes of action, arbitrations, mediations, proceedings, judgments, awards, injuries, damages, liabilities, losses, fines, fees, penalties expenses, attorney's fees, costs, and/or litigation expenses to or by any and all persons or entities, including without limitation, their respective agents, licensees, or representatives, arising from, resulting from or connected with this Agreement to the extent solely caused by the negligent acts, errors, or omissions of the City. 5.4 Survival. The provisions of this Section shall survive the expiration or termination of this Agreement with respect to any event occurring prior to such expiration or termination. PROFESSIONAL SERVICES AGREEMENT - 2 - Rev. 7/2021 CITY Of: CITY HALL IftFed a ra 1 Wa Feder 8th Avenue South �� Federal Way, WA 98003-6325 (253) 835-7000 mm cityoffederalway com 6. INSURANCE. The Contractor agrees to carry insurance for liability which may arise from or in connection with the performance of the services or work by the Contractor, their agents, representatives, employees, or subcontractors for the duration of the Agreement and thereafter with respect to any event occurring prior to such expiration or termination as follows: 6.1. Minimum Limits. The Contractor agrees to carry as a minimum, the following insurance, in such forms and with such carriers who have a rating that is satisfactory to the City: a. Commercial general liability insurance covering liability arising from premises, operations, independent contractors, products -completed operations, stopgap liability, personal injury, bodily injury, death, property damage, products liability, advertising injury, and liability assumed under an insured contract with limits no less than $2,000,000 for each occurrence and $2,000,000 general aggregate. b. Workers' compensation and employer's liability insurance in amounts sufficient pursuant to the laws of the State of Washington. C. Automobile liability insurance covering all owned, non -owned, hired, and leased vehicles with a minimum combined single limits in the minimum amounts required to drive under Washington State law per accident for bodily injury, including personal injury or death, and property damage. d. Professional liability insurance with limits no less than $2,000,000 per claim and $2,000,000 policy aggregate for damages sustained by reason of or in the course of operation under this Agreement, whether occurring by reason of acts, errors or omissions of the Contractor. 6.2. No Limit of Liability. Contractor's maintenance of insurance as required by this Agreement shall not be construed to limit the liability of the Contractor to the coverage provided by such insurance, or otherwise limit the City's recourse to any remedy available at law or in equity. 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 excess of the Contractor's insurance and shall not contribute with Contractor's insurance. 6.3. Additional Insured. Verification. The City shall be named as additional insured on all commercial general liability insurance policies. Concurrent with the execution of this Agreement, Contractor shall provide certificates of insurance for all commercial general liability policies attached hereto as Exhibit C and incorporated by this reference. At the City's request, Contractor shall furnish the City with copies of all insurance policies and with evidence of payment of premiums or fees of such policies. If Contractor's insurance policies are "claims made," Contractor shall be required to maintain tail coverage for a minimum period of three (3) years from the date this Agreement is terminated or upon project completion and acceptance by the City. 6.4 Survival. The provisions of this Section shall survive the expiration or termination of this Agreement. 7. CONFIDENTIALITY. All information regarding the City obtained by Contractor in performance of this Agreement shall be considered confidential and subject to applicable laws. Breach of confidentiality by the Contractor may be grounds for immediate termination. All records submitted by the City to the Contractor will be safeguarded by the Contractor. The Contractor will fully cooperate with the City in identifying, assembling, and providing records in case of any public records request. 8. WORK PRODUCT. All originals and copies of work product, including plans, sketches, layouts, designs, design specifications, records, files, computer disks, magnetic media, or material that may be produced or modified by Contractor while performing the Services shall belong to the City upon delivery. The Contractor shall make such data, documents, and files available to the City and shall deliver all needed or contracted for work product upon the City's request. At the expiration or termination of this Agreement, all originals and copies of any such work product remaining in the possession of Contractor shall be delivered to the City. 9. BOOKS AND RECORDS. The Contractor agrees to maintain books, records, and documents which sufficiently and properly reflect all direct and indirect costs related to the performance of the Services specified in this Agreement, and maintain such accounting procedures and practices as may be deemed necessary by the City to assure proper accounting of all funds paid pursuant to this Agreement. These records shall be subject, at all reasonable times, to inspection, review, or PROFESSIONAL SERVICES AGREEMENT - 3 - Rev. 7/2021 C1 TY O F CITY HALL Aft Federal Wa 8th Avenue South 401 Y Feder Federal Way, WA 98003-6325 (253) 835-7000 www cityoffederalway com audit by the City, its authorized representative, the State Auditor, or other governmental officials authorized by law to monitor this Agreement. 10. INDEPENDENT CONTRACTOR. The Parties intend that the Contractor shall be an independent contractor and that the Contractor 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. The City shall be neither liable nor obligated to pay Contractor sick leave, vacation pay, or any other benefit of employment, nor to pay any social security or other tax that may arise as an incident of this Agreement. Contractor shall take all necessary precautions and shall be responsible for the safety of its employees, agents, and subcontractors in the performance of the Services specified in this Agreement and shall utilize all protection necessary for that purpose. All work shall be done at Contractor's own risk, and Contractor shall be responsible for any loss of or damage to materials, tools, or other articles used or held for use in connection with the Services. The Contractor shall pay all income and other taxes due except as specifically provided in Section 4 of this Agreement. Industrial or any other insurance that is purchased for the benefit of the City, regardless of whether such may provide a secondary or incidental benefit to the Contractor, shall not be deemed to convert this Agreement to an employment contract. If the Contractor is a sole proprietorship or if this Agreement is with an individual, the Contractor agrees to notify the City and complete any required form if the Contractor retired under a State of Washington retirement system and agrees to indemnify any losses the City may sustain through the Contractor's failure to do so. 11. CONFLICT OF INTEREST. It is recognized that Contractor may or will be performing professional services during the Term for other entities or persons; however, such performance of other services shall not conflict with or interfere with Contractor's ability to perform the Services. Contractor agrees to resolve any such conflicts of interest in favor of the City. Contractor confirms that Contractor does not have a business interest or a close family relationship with any City officer or employee who was, is, or will be involved in the Contractor's selection, the negotiation, drafting, signing, administration of this Agreement, or the evaluation of the Contractor's performance. 12. E UAL OPPORTUNITY EMPLOYER. In all services, programs, activities, hiring, and employment made possible by or resulting from this Agreement or any subcontract, there shall be no discrimination by Contractor or its subcontractors of any level, or any of those entities' employees, agents, subcontractors, or representatives against any person because of sex, age (except minimum age and retirement provisions), race, color, religion, creed, national origin, marital status, honorably discharged veteran or military status, sexual orientation including gender expression or identity, or the presence of any disability, including sensory, mental or physical handicaps, unless based upon a bona fide occupational qualification in relationship to hiring and employment. This requirement shall apply, but not be limited to the following: employment, advertising, layoff or termination, rates of pay or other forms of compensation, and selection for training, including apprenticeship. Contractor shall comply with and shall not violate any of the terms of Chapter 49.60 RCW, Title VI of the Civil Rights Act of 1964, the Americans With Disabilities Act, Section 504 of the Rehabilitation Act of 1973, 49 CFR Parts 21, 21.5, and 26, or any other applicable federal, state, or local law or regulation regarding non- discrimination. 13. GENERAL PROVISIONS. 13.1 Interpretation and Modification. This Agreement, together with any attached Exhibits, contains all of the agreements of the Parties with respect to any matter covered or mentioned in this Agreement and no prior statements or agreements, whether oral or written, shall be effective for any purpose. Should any language in any Exhibits to this Agreement conflict with any language in this Agreement, the terms of this Agreement shall prevail. The respective captions of the Sections of this Agreement are inserted for convenience of reference only and shall not be deemed to modify or otherwise affect any of the provisions of this Agreement. Any provision of this Agreement that is declared invalid, inoperative, null and void, or illegal shall in no way affect or invalidate any other provision hereof and such other provisions shall remain in full force and effect. Any act done by either Party prior to the effective date of the Agreement that is consistent with the authority of the Agreement and compliant with the terms of the Agreement, is hereby ratified as having been performed under the Agreement. No provision of this Agreement, including this provision, may be amended, waived, or modified except by written agreement signed by duly authorized representatives of the Parties. PROFESSIONAL SERVICES AGREEMENT - 4 - Rev. 7/2021 CITY OF vw Federal Allay CITY HALL 33325 8th Avenue South Federal Way, WA 98003-6325 (253) 835-7000 www cityoffederalway com 13.2 Assignment and Beneficiaries. Neither the Contractor nor the City shall have the right to transfer or assign, in whole or in part, any or all of its obligations and rights hereunder without the prior written consent of the other Party. 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. Subject to the foregoing, the rights and obligations of the Parties shall inure to the benefit of and be binding upon their respective successors in interest, heirs and assigns. This Agreement is made and entered into for the sole protection and benefit of the Parties hereto. No other person or entity shall have any right of action or interest in this Agreement based on any provision set forth herein. 13.3 Compliance with Laws. The Contractor shall comply with and perform the Services in accordance with all applicable federal, state, local, and city laws including, without limitation, all City codes, ordinances, resolutions, regulations, rules, standards and policies, as now existing or hereafter amended, adopted, or made effective. If a violation of the City's Ethics Resolution No. 91-54, as amended, occurs as a result of the formation or performance of this Agreement, this Agreement may be rendered null and void, at the City's option. 13.4 Enforcement. Time is of the essence in this Agreement and each and all of its provisions in which performance is a factor. Adherence to completion dates set forth in the description of the Services is essential to the Contractor's performance of this Agreement. Any notices required to be given by the Parties shall be delivered at the addresses set forth at the beginning of this Agreement. Any notices may be delivered personally to the addressee of the notice or may be deposited in the United States mail, postage prepaid, to the address set forth above. Any notice so posted in the United States mail shall be deemed received three (3) days after the date of mailing. Any remedies provided for under the terms of this Agreement are not intended to be exclusive, but shall be cumulative with all other remedies available to the City at law, in equity, or by statute. 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. Failure or delay of the City to declare any breach or default immediately upon occurrence shall not waive such breach or default. Failure of the City to declare one breach or default does not act as a waiver of the City's right to declare another breach or default. This Agreement shall be made in, governed by, and interpreted in accordance with the laws of the State of Washington. If the Parties are unable to settle any dispute, difference or claim arising from this Agreement, the exclusive means of resolving that dispute, difference, or claim, shall be by filing suit under the venue, rules, and jurisdiction of the King County Superior Court, King County, Washington, unless the parties agree in writing to an alternative process. If the King County Superior Court does not have jurisdiction over such a suit, then suit may be filed in any other appropriate court in King County, Washington. Each party consents to the personal jurisdiction of the state and federal courts in King County, Washington and waives any objection that such courts are an inconvenient forum. If either Party brings any claim or lawsuit arising from this Agreement, each Party shall pay all its legal costs and attorney's fees and expenses incurred in defending or bringing such claim or lawsuit, including all appeals, in addition to any other recovery or award provided by law; however, nothing in this paragraph shall be construed to limit the Parties' rights to indemnification under Section 5 of this Agreement. 13.5 Execution. Each individual executing this Agreement on behalf of the City and Contractor represents and warrants that such individual is duly authorized to execute and deliver this Agreement. This Agreement may be executed in any number of counterparts, each of which shall be deemed an original and with the same effect as if all Parties hereto had signed the same document. All such counterparts shall be construed together and shall constitute one instrument, but in making proof hereof, it shall only be necessary to produce one such counterpart. The signature and acknowledgment pages from such counterparts may be assembled together to form a single instrument comprised of all pages of this Agreement and a complete set of all signature and acknowledgment pages. The date upon which the last of all of the Parties have executed a counterpart of this Agreement shall be the "date of mutual execution" hereof. [Signature page follows] PROFESSIONAL SERVICES AGREEMENT - 5 - Rev. 7/2021 Federal CITY HALL Way 33325 8th Avenue South Federal Way, WA 98003-6325 (253)835-7000 www atyoffederalway com IN WITNESS, the Parties execute this Agreement below, effective the last date written below. CITY OF FEDERAL WAY: r -.0,00P Ji me ayor ATTEST: S ha ie Courtney, CMC, t Clerk DATE: a APPROVED AS TO FORM: 41 - 42��; 4. -�ar= Ryan Call, City At&lliey DKS ASSOCIATES dba DKS ASSOCIATES CORPORATION: an lt,,,Mta..nt, MI'at"l. Printed Name: Wintana Miller Title: Principal DATE: 8.24.22 STATE OF WASHINGTON ) ) ss. COUNTY OF King On this day personally appeared before me Wintana Miller to me known to be the Principal of DKS Associates that executed the foregoing instrument, and acknowledged the said instrument to be the free and voluntary act and deed of said corporation, for the uses and purposes therein mentioned, and on oath stated that he/she was authorized to execute said instrument and that the seal affixed, if any, is the corporate seal of said corporation. GIVEN my hand and official seal this 24 th day of August , 20 2Z 01J'M•• a tip. ...s�oN . ��y Notary's signature `2.=���+�f : Notary's printed name Betsy McCarthy PUBLIC- ... ..... •''ate WASH` Notary Public in and for the State of Washington. My commission expires 12.10.22 PROFESSIONAL SERVICES AGREEMENT - 6 - Rev. 7/2021 CITY OF �� Federal Way EXHIBIT A SERVICES City of Federal Way Travel Demand Model Update The Contractor shall do or provide the following: CITY HALL 33325 8th Avenue South Federal Way, WA 98003-6325 (253) 835-7000 www atyof ederafway com Task 1: Project Management This project will complete an update to the City of Federal Way Travel Demand Model. The Contractor is responsible for project management of the various work elements described within this document. These responsibilities shall include but shall not be limited to: • Project set-up and execute agreement • Preparation of monthly progress reports and invoices • Record keeping and project closeout • Project staff management and coordination • Prepare and update project schedule • Schedule and budget monitoring • One formal kickoff meeting at project start • Progress meetings with the City throughout the project duration (estimate 3) Assumptions: ■ All meetings will be virtual ■ Project kickoff meeting will include up to two staff members from consultant team • Progress meetings will include Contractor project manager and the City project manager Project duration assumed to be four months Task 2 : Review Model and Existing Conditions The Contractor will review the Puget Sound Regional Council ("PSRC") 4k models. The Contractor will review the transportation analysis zone ("TAZ") structure and network structure in the existing and future year models and will work with staff to propose and review updates to the models. This will include network updates and TAZ restructure. Assumptions: • The Federal Way models will be built off PSRC 4k base year and future year (2040) travel demand models • City will provide proposed TAZ structure (Over 250 TAZs within the City) in GIS format Task 3: Methods and Assumptions Memo The Contractor will complete a Methods and Assumptions memo detailing the following: • Model network updates and projects to include in the base year and future year models TAZ restructure Model calibration and validation process Post -processing methodology PROFESSIONAL SERVICES AGREEMENT - 7 - Rev. 7/2021 CITY OF CITY HALL 8th Avenue South � Federal Way. WA 98003-6325 Fe d e ra I Way (253) 835-7000 www ciryoffederaiway com Deliverables: • Draft Methods and Assumptions Memo in Microsoft Word Final Methods and Assumptions Memo in PDF Task 4: Update Base Year Model The Contractor will update/develop the base year model as described in the Methods and Assumptions memo. The base year model will represent the roadway structure of year 2020/2021. Contractor will be responsible for adjusting model inputs to reflect 2021 conditions and updated model structure. Base year model updates will include the following: • Refining the roadway network within the City of Federal Way • Refining the roadway network outside the City of Federal Way to include major projects detailed in the Methods and Assumptions Memo • TAZ restructure • Modes split from PSRC trip base model Roadway network refinement may include adding roadways, modifying allowed modes on lanes, roadways, and transit links, intersections, and centroids as well as updating links/nodes, turn penalties, speeds, capacities, and volume -delay functions. Deliverables: • Updated Base year model Task 5: Update Future Year Model The Contractor will update/develop the future year models as described in the Methods and Assumptions memo. The Contractor will develop three (3) future year models, 2028 and two (2) in 2044. Future year model updates will include the following: • Refining the roadway network within the City of Federal Way • Refining the roadway network outside the City of Federal Way TAZ restructure Modes split from PSRC trip base model Roadway network refinement may include adding roadways, intersections, and centroids as well as updating links/nodes, turn penalties, speeds, capacities, and volume -delay functions. The roadway network will be updated to represent the future year including funded transportation improvement projects from WSDOT, King County Metro, Sound Transit, and other jurisdictions. Assumptions: • 2028 model will have land use and network changes between base year 2021 and 2044 2044 models will be developed from the 2040 PSRC model scenario. The two (2) 2044 models will have the same model structure and will only differ in transportation projects (CIP and TIP proj ects) Deliverables: • 2028 model scenario and two (2) 2044 model scenarios PROFESSIONAL SERVICES AGREEMENT - 8 - Rev. 7/2021 CITY 01: AIIII Federal Way CITY HALL 33325 8th Avenue South Federal Way, WA 98003-6325 (253)835-7000 www cityoffederolway com Task 6: Land Use Data/Trip Generation The Contractor will coordinate with City staff and PSRC to update the land use in the base year model, the 2028 model, and the two (2) 2044 model scenarios. The City of Federal Way will provide land use data within the City and PSRC will provide land use outside of the City. The Contractor will work with PSRC staff to aggregate and disaggregate the land use where necessary and to interpolate to the land use to the model years. Assumptions: • The City will provide land use within Federal Way for base year, 2028, and two (2) 2044 model scenarios PSRC will assist with aggregation, disaggregation and interpolation of land use, where necessary Task 7: Model Calibration The Contractor will calibrate the base year model to meet or exceed Federal Highway Administration ("FHWA") travel model validation guidelines. The Contractor will compare the link level forecasts with current PM peak hour traffic count data for up to ten north/south and east/west screen lines within the City of Federal Way. The calibration will also include PM turning movement volumes at key intersections. Model calibration will focus on link/node, turn penalty, speed, capacity, and volume delay functions. Deliverables: • Calibrated and validated base year model Task 8: Post Processing 2028 and 2044 Volume Data The Contractor will use a post -processing tool that follows the National Cooperative Highway Research Program ("NCHRP") 765 guidelines. The Contractor will customize the post -processing spreadsheet for Federal Way to produce turning movements compatible with Synchro software. The Contractor and the City will agree upon the post -processing methodology. The post -processing will be completed for up to 200 intersections within the City of Federal Way. Deliverables: Post processing spreadsheet and 2028 and two (2) 2044 model scenario post processing volumes Task 9: Macros The Contractor will review and update macros in the updated Federal Way model. This will include macros for trip generation, special generators, mode choice and distribution, and highway, transit, and light rail assignment, among others if necessary. The Contractor will update the Transportation Concurrency macro. The Contractor will update the macro to generate model volumes in excel format to be compatible with Synchro. l)elivernhle.c.- Updated macros Task 10: Model Training/Professional Services The Contractor will provide up to 20 hours of training for City staff. The training will focus on the new model structure, macros, trip generation, and volume post -processing. The training will include instruction on how to edit the model, run an assignment, and post -process the results. The Contractor will also provide up to eight (8) hours of on -call consultant time for modeling assistance. PROFESSIONAL SERVICES AGREEMENT - 9 - Rev. 7/2021 ci rr of; CITY HALL Federal Wa Feder 8th Avenue South �� Federal Way, WA 98003-6325 (253)835-7000 wtiwv cityoffederalway com Task 11: . Model Documentation The contractor will provide a detailed document on the development and update of the City of Federal Way Travel Demand Model. The document will include information on the development, assumptions, calibration, post -processing, and results. It will have step-by-step guidance on how to complete common Emme tasks such as editing the model, running an assignment, and post -processing result Assumptions: a The document will have one submittal with no revisions Deliverables: a Model Documentation Memo PROFESSIONAL SERVICES AGREEMENT - 10 - Rev. 7/2021 CITY OF CITY HALL Federal Wa Feder l Avenue South Federal Way, WA 98003-6325 �, (253)835-7000 mm cityoffederalway com EXHIBIT B COMPENSATION 1. Total Compensation: In return for the Services, the City shall pay the Contractor an amount not to exceed Ninety -Seven Thousand Six Hundred Seventy and 00/100 Dollars ($97,670.00). 2. Method of Compensation: Hourly rate In consideration of the Contractor performing the Services, the City agrees to pay the Contractor an amount calculated on the basis of the hourly labor charge rate schedule for Contractor's personnel as shown below: City of Federal Way Travel Demand Model Update Fee Estimate DKS Assocaites 5/4/2022 Position Principal Project Project Admin In Charge Manager Engineer Billing Rate $280.00 S200.00 S175.00 $140.00 Task 1: Project Management 2 20 2 4 28 55,470 'Task 2: Review Model and Existing Conditions 8 12 20 S3.700 i Task 3: Methods and Assumptions Memo 2 8 10 S2.160 Task 4: Update Base Year Model 30 40 70 j $13.000 'Task 5: Update Future Year Models 30 40 70 $13 000 Task 6: Land Use Data/Trip Generation 4 40 10 54 $10.870 'Task 7: Model Calibration 6 48 56 110 $21,080 Task 8: Post Processing 2028 and 2044 Volumes 10 80 90 $16,000 Task 9: Macros 2 4 10 16 $3,110 Task 10: Model Training/Professional Services 4 16 8 28 $5,720 Task 11: Model Documenation 2 e 8 18 S3,560 Subtotal Labor Hours 22 222 266 4 $6,160 $44,400 $467550 S560 514 $97.670 Subtotal Labor Costs BASE SERVICE TOTAL COST S97.670 PROFESSIONAL SERVICES AGREEMENT - 11 - Rev. 7/2021 cirrix I RightSignature SIGNATURE CERTIFICATE TRANSACTION DETAILS Reference Number 2A16F2CO-4FFC-4737-BOA6-CAA9DAAC8655 Transaction Type Signature Request Sent At 08/24/2022 12:22 EDT Executed At 08/24/2022 12:47 EDT Ideyitity Method email Distribution Method email Signed Checksum df2d1c3b7b6b54cf7adc91 lc90c99f698c6b65ffBaec5517le2c6cafbf53c923 Signer Sequencing Enabled Document Passcode Disabled SIGNERS REFERENCE NUMBER 2A16F2C0-4FFC-4737-BOA6-CAA9DAAC8655 0 _ DOCUMENT DETAILS Document Name 22235-000 Contract Filename 22235-000_contract.pdf Pages 11 pages Content Type application/pdf File Size 1.96 MB Original Checksum a5c1b3e85cc66fe9fed7c520829a3473d4943b96d9eccf46f54945671920198 SIGNER E-SIGNATURE Name Status Betsy McCarthy signed Email Multi -factor Digital Fingerprint Checksum bj m @ d ksa ssoci ates. co m Bdc48968be6a40175762eba31115860a10075301bOa541923ad089ba6aed5d2f Signer Sequence IP Address 1 137.83.106.218 Components Device 1 Chrome via Windows Typed Signature Signature Reference ID AB796570 Name Status Wintana Miller signed Email Multi -factor Digital Fingerprint Checksum wam@dksassociates.com 2729d2801097377774d8ff726b7129f9c1372a85dd4b2bac1412f65d874486lb Signer Sequence IP Address 0 75.172.64.82 Components Device 1 Chrome via Windows Typed Signature Signature Reference ID 8CDC2A1A AUDITS EVENTS Viewed At 08/24/2022 12:47 EDT Identity Authenticated At 08/24/2022 12:47 EDT Signed At 08/24/2022 12:47 EDT Viewed At 08/24/2022 12:45 EDT Identity Authenticated At 08/24/2022 12:46 EDT Signed At 08/24/2022 12:46 EDT TIMESTAMP AUDIT 08/24/2022 12:22 EDT Seattle Admins (adminsea@dksassociates.com) created document'22235-000_contract.pdf' on Chrome via Windows from 137.83.106.218. 08/24/2022 12:22 EDT Wintana Miller (wam@dksassociates.com) was emailed a link to sign. 08/24/2022 12:45 EDT Wintana Miller (wam@dksassociates.com) viewed the document on Chrome via Windows from 75.172.64.82. 08/24/2022 12:46 EDT Wintana Miller (wam@dksassociates.com) authenticated via email on Chrome via Windows from 75.172.64.82. 08/24/2022 12:46 EDT Wintana Miller (wam@dksassociates.com) signed the document on Chrome via Windows from 75.172.64.82. 08/24/2022 12:46 EDT Betsy McCarthy (bjm@dksassociates.com) was emailed a link to sign. 08/24/2022 12:47 EDT Betsy McCarthy (bjm@dksassociates.com) viewed the document on Chrome via Windows from 137.83.106.218. 08/24/2022 12:47 EDT Betsy McCarthy (bjm@dksassociates.com) authenticated via email on Chrome via Windows from 137.83.106.218. 08/24/2022 12:47 EDT Betsy McCarthy (bjm@dksassociates.com) signed the document on Chrome via Windows from 137.83.106.218. 0 n a 0 rD N m f F f CD 7 O EL mo 0 0 n ° ❑ C (D �. m v Q 0 0 O 0 ❑ c 9 Q C ❑ (OD O Imn 7 C 00 Q y 0� O —s CD O U O C 0 n O< 0 (D C N Q Q m m C o a O ° Q m m m 3 (❑ m (D O 3 n CD =r m ❑ < O � 7 O O ❑ s� ❑ o 7 < 0� n < � � m C m m Q O C. 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C 0 E • • • • Y O O - OZ N On <o O < O J O T O O < c n O N m ° m r�o o m 3 0 ° y m< C o N C J n D» < N N 01 � 0 3 s fD d < J m a m c a 0 a n � c � 3 — 0 �' < p ^ C o n N N V N V O m o W 0 o T N m n N C Q Q ° — 'w = 0 c V a J J K S o O 3 a a c G w a O T J 0 EL- " w ° - Q m o w n �. v- o F o o ° ^ < N J ao 0 O O a y 0 ° ° v 0 o n � J o m m Er w n J x0 n - c J o ^ a m m O x N m j n m o 3 0 a N (p 0 O m m F 0 O m 0 J J o ao N m 0 m c 1 d ro O T d S c p vi O j NO OS C O W O m < 3 J a a m < ro Ja rso o °1 m E 0 ^ � m o c o o n v 3 'F, m 4 F - y 3 O n S y � c ° 3 0 < < o <. o a c w oa o w o o mm < m w n v 3 0 Q N c O= 0 w un a W j ° J m m m T 0 J c 0 ° J m w a J c m N O < �G v m s o o < n a m O n m � � n � J m m m � a J °- J < O 0o m _ rp (o T 9/7/22, 8:09 AM Leaders hip-Placemat-2021-1-scaled.jpg (2560x1978) PETER COFFEY RICHARD HUTCHINSON JENNIFER HOFFMAN JOHN BOSKET BRIAN COPELAND SCOTT MANSUR JEFF HEALD President Principal Principal Principal Principal Principal Principal r. • � '� Ar WINTANA MILLER ERIC SHIMIZU TERRY KLIM KASEY DELUCIA JIM PETERS KATRINA HANEY CARL SPRINGER Principal Principal Principal Director of Corporate Principal Director of Human Principal Marketing Resources An .100 �. MIKE THOMAS JIM DAMKOWITCH CHRIS MACIEJEWSKI Chief Financial Officer Sacramento Managing Principal Director 3tyg0c4b101 72h27vy36gfss-wpengine. netd na-ssl.com/wp-content/uploads/2021 /05/Leadersh ip-Placemat-2021-1-scaled.jpg 1/1 DATE (MMIDDIYYYY) A L��IAAA" CERTIFICATE OF LIABILITY INSURANCE 7/8/2022 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). CONTAPRODUCER _NAME CT Melissa Hall Durham and Bates Insurance PHONE FAX 1211 SW 5th Avenue c ■ • 503-224-5017 WC No: Suite 2800 AUDIR : melissah@dbates.com Portland OR 97204 INSURERS AFFORDING COVERAGE NAIC # INSURER A: Valley Fore Insurance Co. 20508 INSURED DKSASSO-01 INSURERB: Transportation Insurance Co. 20494 DKS ASSOCIATES DKS ASSOCIATES INC INCIIRER c.: Continental Insurance Co. _ 35289 720 SW Washington Street INSURERD: American Casual Co of Reading, PA 20427 Suite 250 INSUREBE; Continental Casualty Co. 20443 Portland OR 97205-3554 INSURER r0VFRAr.FS CERTIFICATE NUMBER:1662547294 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 T TYPE OF INSURANCE R POLICY NUMBER POLICY EFF D POLICY EXP MM/DD/Y LIMITS A X COMMERCIAL GENERAL LIABILITY 6080860327 5/1/2022 5/1/2023 EACH OCCURRENCE $1,000.000 F_V_1 CLAIMS -MADE OCCUR DAMAGE TO RENTED PREMISES JEa ocAurrenc S 1,000,000 X MED EXP (Any oneperson). $ 5,000 WA Stop Gap PERSONAL & ADV INJURY $ 1,000,000 GEN'L AGGREGATE LIMIT APPLIES PER: GENERAL AGGREGATE I S 2,000,000 POLICY 1XI ;) LOC OTHER: PRODUCTS - COMP/OP AGG $ 2.000 000 WA Stop Gap $ 1,000,000 B AUTOMOBILE LIABILITY 6080860053 5/1/2022 5/1/2023 COMBINED. SINGLE LiMrr Fa acres' ent S 1,000,000 BODILY INJURY (Per person) $ ANY AUTO OWNED SCHEDULED AUTOS ONLY AUTOS BODILY INJURY (Per accident) $ PROPERTY DAMAGE Per accident $ X HIRED X NON -OWNED AUTOS ONLY AUTOS ONLY $ C X UMBRELLALIAB X OCCUR 6080860246 5/1/2022 5/1/2023 EACH OCCURRENCE $2,000,000 AGGREGATE $ 2,000,000 EXCESS LIAB CLAIMS -MADE DED RETENTIONS $ A D WORKERS COMPENSATION AND EMPLOYERS'LIABILITY ANYPROPRIETOR/PARTNER/EXECUTIVE Y WC680860179 WC680860263 5/1/2022 5/1/2022 5/1/2023 5/1/2023 _ PERU E OTH- TATER E.L EACH ACCIDENT $ 1,000,000 OFFICER/MEMBEREXCLUDED? N / A (Mandatory In NH) E.L. DISEASE - EA EMPLOYEE $ 1,000,000 If yes, describe under DESCRIPTION OF OPERATIONS below I I E.L. DISEASE - POLICY LIMIT $ 1-000 000 E Professional Liability Claims Made Forth MCH591939154 5/1/2022 5/1/2023 Each Claim Limit 2,000,000 Aggregate Limit 2,000,000 Retro, Date: 5/17/1979 Deductible Each Claim 50,000 DESCRIPTION OF OPERATIONS I LOCATIONS I VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached if more space is required) DKS Project #22235-000 Re: Federal Way 2022 Travel Demand Model Update If required by written contract, holder is included as Additional Insured With primary coverage, applies to General Liability and Automobile Liability and Waiver of Subrogation applies to General Liability, and Automobile Liability, all per the attached endorsements. CERTIFICATE HOLDER CANCELLATION City of Federal Way 33325 8th Ave. S. Federal Way, WA 98003 SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. AUTHORIZED REPRESENTATIVE ©1988-2015 ACORD CORPORATION. All rights reserved. ACORD 25 (2016/03) The ACORD name and logo are registered marks of ACORD CNA CNA PARAMOUNT Blanket Additional Insured - Owners, Lessees or Contractors -with Products -Completed Operations Coverage Endorsement This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART It is understood and agreed as follows: I. WHO IS AN INSURED is amended to include as an Insured any person or organization whom you are required by written contract to add as an additional insured on this coverage part, but only with respect to liability for bodily injury, property damage or personal and advertising injury caused in whole or in part by your acts or omissions, or the acts or omissions of those acting on your behalf: A. in the performance of your ongoing operations subject to such written contract; or B. in the performance of your work subject to such written contract, but only with respect to bodily injury or property damage included in the products -completed operations hazard, and only if: 1. the written contract requires you to provide the additional insured such coverage; and 2. this coverage part provides such coverage. II. But if the written contract requires: A. additional insured coverage under the 11-85 edition, 10-93 edition, or 10-01 edition of CG2010, or under the 10- 01 edition of CG2037; or B. additional insured coverage with "arising out of language; or C. additional insured coverage to the greatest extent permissible by law; then paragraph I. above is deleted in its entirety and replaced by the following: WHO IS AN INSURED is amended to include as an Insured any person or organization whom you are required by written contract to add as an additional insured on this coverage part, but only with respect to liability for bodily injury, property damage or personal and advertising injury arising out of your work that is subject to such written contract. III. Subject always to the terms and conditions of this policy, including the limits of insurance, the Insurer will not provide such additional insured with: A. coverage broader than required by the written contract; or B. a higher limit of insurance than required by the written contract. IV. The insurance granted by this endorsement to the additional insured does not apply to bodily injury, property damage, or personal and advertising injury arising out of: A. the rendering of, or the failure to render, any professional architectural, engineering, or surveying services, including: 1. the preparing, approving, or failing to prepare or approve maps, shop drawings, opinions, reports, surveys, field orders, change orders or drawings and specifications; and V. 2. supervisory, inspection, architectural or engineering activities; or B. any premises or work for which the additional insured is specifically listed as an additional insured on another endorsement attached to this coverage part. Under COMMERCIAL GENERAL LIABILITY CONDITIONS, the Condition entitled Other Insurance is amended to add the following, which supersedes any provision to the contrary in this Condition or elsewhere in this coverage pa rt: CNA75079XX (10-16) Page 1 of 2 VALLEY FORGE INSURANCE COMPANY Insured Name: DKS ASSOCIATES Policy No: 6080860327 Endorsement No: 13 Effective Date: 05/01/2022 Copyright CNA All Rights Reserved. Includes copyrighted material of Insurance Services Office, Inc., with its permission. CNA CNA PARAMOUNT Blanket Additional Insured - Owners, Lessees or Contractors -with Products -Completed Operations Coverage Endorsement Primary and Noncontributory Insurance With respect to other insurance available to -the additional insured under which the additional insured is a named insured, this insurance is primary to and will not seek contribution from such other insurance, provided that a written contract requires the insurance provided by this policy to be: 1. primary and non-contributing with other insurance available to the additional insured; or 2. primary and to not seek contribution from any other insurance available to the additional insured. But except as specified above, this insurance will be excess of all other insurance available to the additional insured. VI. Solely with respect to the insurance granted by this endorsement, the section entitled COMMERCIAL GENERAL LIABILITY CONDITIONS is amended as follows: The Condition entitled Duties In The Event of Occurrence, Offense, Claim or Suit is amended with the addition of the following: Any additional insured pursuant to this endorsement will as soon as practicable: 1. give the Insurer written notice of any claim, or any occurrence or offense which may result in a claim; 2. send the Insurer copies of all legal papers received, and otherwise cooperate with the Insurer in the investigation, defense, or settlement of the claim; and 3. make available any other insurance, and tender the defense and indemnity of any claim to any other insurer or self -insurer, whose policy or program applies to a loss that the Insurer covers under this coverage part. However, if the written contract requires this insurance to be primary and non-contributory, this paragraph 3. does not apply to insurance on which the additional insured is a named insured. The Insurer has no duty to defend or indemnify an additional insured under this endorsement until the Insurer receives written notice of a claim from the additional insured. VII. Solely with respect to the insurance granted by this endorsement, the section entitled DEFINITIONS is amended to add the following definition: Written contract means a written contract or written agreement that requires you to make a person or organization an additional insured on this coverage part, provided the contract or agreement: A. is currently in effect or becomes effective during the term of this policy; and B. was executed prior to: 1. the bodily injury or property damage; or 2. the offense that caused the personal and advertising injury; for which the additional insured seeks coverage. Any coverage granted by this endorsement shall apply solely to the extent permissible by law. All other terms and conditions of the Policy remain unchanged. This endorsement, which forms a part of and is for attachment to the Policy issued by the designated Insurers, takes effect on the effective date of said Policy at the hour stated in said Policy, unless another effective date is shown below, and expires concurrently with said Policy. CNA75079XX (10-16) Policy No: 6080860327 Page 2 of 2 Endorsement No: 13 VALLEY FORGE INSURANCE COMPANY Effective Date: 05/01/2022 Insured Name: DKS ASSOCIATES Copyright CNA Al Rights Reserved. Includes copyrighted material of Insurance Services Office, Inc., with its permission. W CNA CNA PARAMOUNT Architects, Engineers and Surveyors General Liability Extension Endorsement It is understood and agreed that this endorsement amends the COMMERCIAL GENERAL LIABILITY COVERAGE PART as follows. If any other endorsement attached to this policy amends any provision also amended by this endorsement, then that other endorsement controls with respect to such provision, and the changes made by this endorsement with respect to such provision do not apply. TABLE OF CONTENTS 1. Additional Insureds 2. Additional Insured - Primary And Non -Contributory To Additional Insured's Insurance 3. Additional Insured — Extended Coverage 4. Boats 5. Bodily Injury — Expanded Definition 6. Broad Knowledge of Occurrence/ Notice of Occurrence 7. Broad Named Insured 8. Contractual Liability — Railroads 9. Estates, Legal Representatives and Spouses 10. Expected Or Intended Injury — Exception for Reasonable Force 11. General Aggregate Limits of Insurance — Per Location 12. In Rem Actions 13. Incidental Health Care Malpractice Coverage 14. Joint Ventures/Partnership/Limited Liability Companies 15. Legal Liability — Damage To Premises 16. Liquor Liability 17. Medical Payments 18. Non -owned Aircraft Coverage 19. Non -owned Watercraft 20. Personal And Advertising Injury — Discrimination or Humiliation 21. Personal And Advertising Injury - Contractual Liability 22. Property Damage — Elevators 23. Retired Partners, Members, Directors And Employees 24. Supplementary Payments 25. Unintentional Failure To Disclose Hazards 26. Waiver of Subrogation — Blanket 27. Wrap -Up Extension: OCIP, CCIP or Consolidated (Wrap -Up) Insurance Programs CNA74858XX (1-15) Page 1 of 18 VALLEY FORGE INSURANCE COMPANY Insured Name: DKS ASSOCIATES Policy No: 6080860327 Endorsement No: 5 Effective Date: 0 5/ 01 / 2 0 2 2 Copyright CNA All Rights Reserved. Includes copyrighted material of Insurance Services Office, Inc., with its permission. CNA 1. ADDITIONAL INSUREDS CNA PARAMOUNT Architects, Engineers and Surveyors General Liability Extension Endorsement a. WHO IS AN INSURED is amended to include as an Insured any person or organization described in paragraphs A. through I. below whom a Named Insured is required to add as an additional insured on this Coverage Part under a written contract or written agreement, provided such contract or agreement: (1) is currently in effect or becomes effective during the term of this Coverage Part; and (2) was executed prior to: (a) the bodily injury or property damage; or (b) the offense that caused the personal and advertising injury, for which such additional insured seeks coverage. b. However, subject always to the terms and conditions of this policy, including the limits of insurance, the Insurer will not provide such additional insured with: (1) a higher limit of insurance than required by such contract or agreement; or (2) coverage broader than required by such contract or agreement, and in no event broader than that described by the applicable paragraph A. through I. below. Any coverage granted by this endorsement shall apply only to the extent permissible by law. A. Controlling Interest Any person or organization with a controlling interest in a Named Insured, but only with respect to such person or organization's liability for bodily injury, property damage or personal and advertising injury arising out of: 1. such person or organization's financial control of a Named Insured; or 2. premises such person or organization owns, maintains or controls while a Named Insured leases or occupies such premises; provided that the coverage granted by this paragraph does not apply to structural alterations, new construction or demolition operations performed by, on behalf of, or for such additional insured. B. Co-owner of Insured Premises A co-owner of a premises co -owned by a Named Insured and covered under this insurance but only with respect to such co -owner's liability for bodily injury, property damage or personal and advertising injury as co-owner of such premises. C. Engineers, Architects or Surveyors Engaged By You An architect, engineer or surveyor engaged by the Named Insured, but only with respect to liability for bodily injury, property damage or personal and advertising injury caused in whole or in part by the Named Insured's acts or omissions, or the acts or omissions of those acting on the Named Insured's behalf: a. in connection with the Named Insured's premises; or b. in the performance of the Named Insured's ongoing operations. But the coverage hereby granted to such additional insureds does not apply to bodily injury, property damage or personal and advertising injury arising out of the rendering of or failure to render any professional services by, on behalf of, or for the Named Insured, including but not limited to: CNA74858XX (1-15) Page 2 of 18 VALLEY FORGE INSURANCE COMPANY Insured Name: DKS ASSOCIATES Policy No: 6080860327 Endorsement No: 5 Effective Date: 05/01/2022 Copyright CNA All Rights Reserved. Includes copyrighted material of Insurance Services Office, Inc, with its permission. CNA CNA PARAMOUNT Architects, Engineers and Surveyors General Liability Extension Endorsement 1. the preparing, approving, or failing to prepare or approve, maps, shop drawings, opinions, reports, surveys, field orders, change orders or drawings and specifications; or 2. supervisory, inspection, architectural or engineering activities. D. Lessor of Equipment Any person or organization from whom a Named Insured leases equipment, but only with respect to liability for bodily injury, property damage or personal and advertising injury caused, in whole or in part, by the Named Insured's maintenance, operation or use of such equipment, provided that the occurrence giving rise to such bodily injury, property damage or the offense giving rise to such personal and advertising injury takes place prior to the termination of such lease. E. Lessor of Land Any person or organization from whom a Named Insured leases land but only with respect to liability for bodily injury, property damage or personal and advertising injury arising out of the ownership, maintenance or use of such land, provided that the occurrence giving rise to such bodily injury, property damage or the offense giving rise to such personal and advertising injury takes place prior to the termination of such lease. The coverage granted by this paragraph does not apply to structural alterations, new construction or demolition operations performed by, on behalf of, or for such additional insured. F. Lessor of Premises An owner or lessor of premises leased to the Named Insured, or such owner or lessor's real estate manager, but only with respect to liability for bodily injury, property damage or personal and advertising injury arising out of the ownership, maintenance or use of such part of the premises leased to the Named Insured, and provided that the occurrence giving rise to such bodily injury or property damage, or the offense giving rise to such personal and advertising injury, takes place prior to the termination of such lease. The coverage granted by this paragraph does not apply to structural alterations, new construction or demolition operations performed by, on behalf of, or for such additional insured. G. Mortgagee, Assignee or Receiver A mortgagee, assignee or receiver of premises but only with respect to such mortgagee, assignee or receiver's liability for bodily injury, property damage or personal and advertising injury arising out of the Named Insured's ownership, maintenance, or use of a premises by a Named Insured. The coverage granted by this paragraph does not apply to structural alterations, new construction or demolition operations performed by, on behalf of, or for such additional insured. H. State or Governmental Agency or Subdivision or Political Subdivisions — Permits A state or governmental agency or subdivision or political subdivision that has issued a permit or authorization but only with respect to such state or governmental agency or subdivision or political subdivision's liability for bodily injury, property damage or personal and advertising injury arising out of: 1. the following hazards in connection with premises a Named Insured owns, rents, or controls and to which this insurance applies: a. the existence, maintenance, repair, construction, erection, or removal of advertising signs, awnings, canopies, cellar entrances, coal holes, driveways, manholes, marquees, hoistaway openings, sidewalk vaults, street banners, or decorations and similar exposures; or b. the construction, erection, or removal of elevators; or c. the ownership, maintenance or use of any elevators covered by this insurance; or CNA74858XX (1-15) Page 3 of 18 VALLEY FORGE INSURANCE COMPANY Insured Name: DKS ASSOCIATES Policy No: 6080860327 Endorsement No: 5 Effective Date: 05/01/2022 Copyright CNA Al Rights Reserved. Includes copyrighted material of Insurance Services Office, Inc., with its permission. CNA Architects, Engineers CNA PARAMOUNT and Surveyors General Liability Extension Endorsement 2. the permitted or authorized operations performed by a Named Insured or on a Named Insured's behalf. The coverage granted by this paragraph does not apply to: a. Bodily injury, property damage or personal and advertising injury arising out of operations performed for the state or governmental agency or subdivision or political subdivision; or b. Bodily injury or property damage included within the products -completed operations hazard. With respect to this provision's requirement that additional insured status must be requested under a written contract or agreement, the Insurer will treat as a written contract any governmental permit that requires the Named Insured to add the governmental entity as an additional insured. I. Trade Show Event Lessor 1. With respect to a Named Insured's participation in a trade show event as an exhibitor, presenter or displayer, any person or organization whom the Named Insured is required to include as an additional insured, but only with respect to such person or organization's liability for bodily injury, property damage or personal and advertising injury caused by: a. the Named Insured's acts or omissions; or b. the acts or omissions of those acting on the Named Insured's behalf, in the performance of the Named Insured's ongoing operations at the trade show event premises during the trade show event. 2. The coverage granted by this paragraph does not apply to bodily injury or property damage included within the products -completed operations hazard. 2. ADDITIONAL INSURED - PRIMARY AND NON-CONTRIBUTORY TO ADDITIONAL INSURED'S INSURANCE The Other Insurance Condition in the COMMERCIAL GENERAL LIABILITY CONDITIONS Section is amended to add the following paragraph: If the Named Insured has agreed in writing in a contract or agreement that this insurance is primary and non- contributory relative to an additional insured's own insurance, then this insurance is primary, and the Insurer will not seek contribution from that other insurance. For the purpose of this Provision 2., the additional insured's own insurance means insurance on which the additional insured is a named insured. Otherwise, and notwithstanding anything to the contrary elsewhere in this Condition, the insurance provided to such person or organization is excess of any other insurance available to such person or organization. 3. ADDITIONAL INSURED — EXTENDED COVERAGE When an additional insured is added by this or any other endorsement attached to this Coverage Part, WHO IS AN INSURED is amended to make the following natural persons Insureds. If the additional insured is: a. An individual, then his or her spouse is an Insured; b. A partnership or joint venture, then its partners, members and their spouses are Insureds; c. A limited liability company, then its members and managers are Insureds; or d. An organization other than a partnership, joint venture or limited liability company, then its executive officers, directors and shareholders are Insureds; CNA74858XX (1-15) Page 4 of 18 VALLEY FORGE INSURANCE COMPANY Insured Name: DKS ASSOCIATES Policy No: 6080860327 Endorsement No: 5 Effective Date: 05/01/2022 copyright CNA All Rights Reserved. Includes copyrighted material of Insurance Services Office, Inc, with its permission. CNA CNA PARAMOUNT Architects, Engineers and Surveyors General Liability Extension Endorsement but only with respect to locations and operations covered by the additional insured endorsement's provisions, and only with respect to their respective roles within their organizations. Please see the ESTATES, LEGAL REPRESENTATIVES, AND SPOUSES provision of this endorsement for additional coverage and restrictions applicable to spouses of natural person Insureds. 4. BOATS Under COVERAGES, Coverage A — Bodily Injury And Property Damage Liability, the paragraph entitled Exclusions is amended to add the following additional exception to the exclusion entitled Aircraft, Auto or Watercraft: This exclusion does not apply to: Any watercraft owned by the Named Insured that is less than 30 feet long while being used in the course of the Named Insured's inspection or surveying work. 5. BODILY INJURY— EXPANDED DEFINITION Under DEFINITIONS, the definition of bodily injury is deleted and replaced by the following: Bodily injury means physical injury, sickness or disease sustained by a person, including death, humiliation, shock, mental anguish or mental injury sustained by that person at any time which results as a consequence of the physical injury, sickness or disease. 6. BROAD KNOWLEDGE OF OCCURRENCE/ NOTICE OF OCCURRENCE Under CONDITIONS, the condition entitled Duties in The Event of Occurrence, Offense, Claim or Suit is amended to add the following provisions: A. BROAD KNOWLEDGE OF OCCURRENCE The Named Insured must give the Insurer or the Insurer's authorized representative notice of an occurrence, offense or claim only when the occurrence, offense or claim is known to a natural person Named Insured, to a partner, executive officer, manager or member of a Named Insured, or to an employee designated by any of the above to give such notice. B. NOTICE OF OCCURRENCE The Named Insured's rights under this Coverage Part will not be prejudiced if the Named Insured fails to give the Insurer notice of an occurrence, offense or claim and that failure is solely due to the Named Insured's reasonable belief that the bodily injury or property damage is not covered under this Coverage Part. However, the Named Insured shall give written notice of such occurrence, offense or claim to the Insurer as soon as the Named Insured is aware that this insurance may apply to such occurrence, offense or claim. 7. BROAD NAMED INSURED WHO IS AN INSURED is amended to delete its Paragraph 3. in its entirety and replace it with the following: 3. Pursuant to the limitations described in Paragraph 4. below, any organization in which a Named Insured has management control: a. on the effective date of this Coverage Part; or b. by reason of a Named Insured creating or acquiring the organization during the policy period, qualifies as a Named Insured, provided that there is no other similar liability insurance, whether primary, contributory, excess, contingent or otherwise, which provides coverage to such organization, or which would have CNA74858XX (1-15) Page 5 of 18 VALLEY FORGE INSURANCE COMPANY Insured Name: DKS ASSOCIATES Policy No: 6080860327 Endorsement No: 5 Effective Date: 05/01/2022 Copyright CNA Al Rights Reserved: Includes copyrighted material of Insurance Services Office, Inc., with its permission. CNA CNA PARAMOUNT Architects, Engineers and Surveyors General Liability Extension Endorsement by the indemnitee at the Insurer's request will be paid as defense costs. Such payments will not be deemed to be damages for personal and advertising injury and will not reduce the limits of insurance. C. This PERSONAL AND ADVERTISING INJURY - LIMITED CONTRACTUAL LIABILITY Provision does not apply if Coverage B —Personal and Advertising Injury Liability is excluded by another endorsement attached to this Coverage Part. This PERSONAL AND ADVERTISING INJURY - CONTRACTUAL LIABILITY Provision does not apply to any person or organization who otherwise qualifies as an additional insured on this Coverage Part. 22. PROPERTY DAMAGE —ELEVATORS A. Under COVERAGES, Coverage A — Bodily Injury and Property Damage Liability, the paragraph entitled Exclusions is amended such that the Damage to Your Product Exclusion and subparagraphs (3), (4) and (6) of the Damage to Property Exclusion do not apply to property damage that results from the use of elevators. B. Solely for the purpose of the coverage provided by this PROPERTY DAMAGE — ELEVATORS Provision, the Other Insurance conditions is amended to add the following paragraph: This insurance is excess. over any of the other insurance, whether primary, excess, contingent or on any other basis that is Property insurance covering property of others damaged from the use of elevators. 23. RETIRED PARTNERS, MEMBERS, DIRECTORS AND EMPLOYEES WHO IS INSURED is amended to include as Insureds natural persons who are retired partners, members, directors or employees, but only for bodily injury, property damage or personal and advertising injury that results from services performed for the Named Insured under the Named Insured's direct supervision. All limitations that apply to employees and volunteer workers also apply to anyone qualifying as an Insured under this Provision. 24. SUPPLEMENTARY PAYMENTS The section entitled SUPPLEMENTARY PAYMENTS — COVERAGES A AND B is amended as follows: A. Paragraph 1.b. is amended to delete the $250 limit shown for the cost of bail bonds and replace it with a $5,000. limit; and B. Paragraph 1.d. is amended to delete the limit of $250 shown for daily loss of earnings and replace it with a $1,000. limit. 25. UNINTENTIONAL FAILURE TO DISCLOSE HAZARDS If the Named Insured unintentionally fails to disclose all existing hazards at the inception date of the Named Insured's Coverage Part, the Insurer will not deny coverage under this Coverage Part because of such failure. y 26. WAIVER OF SUBROGATION - BLANKET Under CONDITIONS, the condition entitled Transfer Of Rights Of Recovery Against Others To Us is amended to add the following: The Insurer waives any right of recovery the Insurer may have against any person or organization because of payments the Insurer makes for injury or damage arising out of. 1. the Named Insured's ongoing operations; or 2. your work included in the products -completed operations hazard. However, this waiver applies only when the Named Insured has agreed in writing to waive such rights of recovery in a written contract or written agreement, and only if such contract or agreement: CNA74858XX (1-15) Policy No: 6080860327 Page 16 of 18 Endorsement No: 5 VALLEY FORGE INSURANCE COMPANY Effective Date: 05/01/2022 Insured Name: DKS ASSOCIATES Copyright CNA Al Rights Reserved Includes copyrighted material of Insurance Services Office, Inc, with its permission. CNA CNA PARAMOUNT Waiver of Transfer of Rights of Recovery Against Others to the Insurer Endorsement This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART PRODUCTS/COMPLETED OPERATIONS LIABILITY COVERAGE PART SCHEDULE Name Of Person Or Organization: ANY PERSON OR ORGANIZATION WHOM THE CONTRACT OR AGREEMENT TO WAIVE SUCH CONTRACT OR AGREEMENT: NAMED INSURED HAS AGREED IN WRITING IN A RIGHTS OF RECOVERY, BUT ONLY IF SUCH 1. IS IN EFFECT OR BECOMES EFFECTIVE DURING THE TERM OF THIS COVERAGE PART; AND 2. WAS EXECUTED PRIOR TO THE BODILY INJURY, PROPERTY DAMAGE OR PERSONAL AND ADVERTISING INJURY GIVING RISE TO THE CLAIM. (Information required to complete this Schedule, if not shown above, will be shown in the Declarations.) Under COMMERCIAL GENERAL LIABILITY CONDITIONS, it is understood and agreed that the condition entitled Transfer Of Rights Of Recovery Against Others To Us is amended by the addition of the following: With respect to the person or organization shown in the Schedule above, the Insurer waives any right of recovery the Insurer may have against such person or organization because of payments the Insurer makes for injury or damage arising out of the Named Insured's ongoing operations or your work included in the products -completed operations hazard. All other terms and conditions of the Policy remain unchanged. This endorsement, which forms a part of and is for attachment to the Policy issued by the designated Insurers, takes effect on the effective date of said Policy at the hour stated in said Policy, unless another effective date is shown below, and expires concurrently with said Policy. CNA75008XX (10-16) Page 1 of 1 VALLEY FORGE INSURANCE COMPANY Insured Name: DKS ASSOCIATES Policy No: 6080860327 Endorsement No: 15 Effective Date: 05/01/2022 Copyright CNA All Rights Reserved. Includes copyrighted material of Insurance Services Office, Inc., with its permission. Business Auto Policy L 1 It is understood and agreed that this endorsement amends the BUSINESS AUTO COVERAGE FORM as follows. If any other endorsement attached to this policy amends any provision also amended by this endorsement, then that other endorsement controls with respect to such provision, and the changes made by this endorsement to such provision do not apply. TABLE OF CONTENTS I. AMENDMENTS TO LIABILITY COVERAGE A. Who Is An Insured 1. Majority Owned Corporations 2. Newly Acquired Organizations 3. Additional Insureds Required By Written Contracts 4. Employee -Hired Autos B. Increased Loss of Earnings Allowance C. Fellow Employee Coverage II. AMENDMENTS TO PHYSICAL DAMAGE COVERAGE A. Increased Loss of Use Expense B. Broadened Electronic Equipment Coverage III. AMENDMENTS TO BUSINESS AUTO CONDITIONS A. Knowledge of Accident or Loss B. Knowledge of Documents C. Waiver of Subrogation D. Unintentional Failure To Disclose Hazards E. Primary and Non -Contributory When Required By Contract IV. AMENDMENTS TO DEFINITIONS A. Broadened Bodily Injury 1. AMENDMENTS TO LIABILITY COVERAGE A. Amendments to Who Is An Insured Under SECTION II — COVERED AUTOS LIABILITY COVERAGE, the paragraph entitled Who Is An Insured is amended to add the following: 1. Majority Owned Corporations Any incorporated entity in which you own a majority of the voting stock on the inception date of this Coverage Form is an insured, but only if such entity is not an insured under any other liability "policy" that provides auto coverage. 2. Newly Acquired Organizations Form No: CNA83700XX (10-2015) Policy No: BUA 6080860053 Endorsement Effective Date: Endorsement Expiration Date: Policy Effective Date: 05/01 /2022 Endorsement No: 65; Page: 1 of 4 Policy Page: 101 of 114 Underwriting Company: Transportation Insurance Company, 151 N Franklin St, Chicago, IL 60606 " Copyright CNA All Rights Reserved. CNA Business Auto Policy Policy Endorsement Any organization you newly acquire or form during the policy period, other than a limited liability company, partnership or joint venture, and in which you maintain majority ownership interest is an insured, but only if such organization is not an insured under any other liability "policy" that provides auto coverage. The insurance afforded by this provision: a. Is effective on the date of acquisition or formation of the organization, and applies until: (1) The end of the policy period of this Coverage Form; or (2) The next anniversary of this Coverage Form's inception date, whichever is earlier; and b. Does not apply to bodily injury or property damage caused by an accident that occurred before you acquired or formed the organization. 3. Additional Insureds Required By Written Contract Any person or organization that you are required by written contract to make an additional insured under this insurance is an insured, but only with respect to that person or organization's legal liability for acts or omissions of a person who qualifies as an insured for Liability Coverage under SECTION II - WHO IS AN INSURED of this Coverage Form. 4. Employee -Hired Autos Any employee of yours is an insured while operating with your permission an auto hired or rented under a contract in that employee's name, while performing duties related to the conduct of your business. With respect to provisions A.1. and A.2. above, "policy" includes those policies that were in force on the inception date of this Coverage Form, but: i. Which are no longer in force; or ii. Whose limits have been exhausted. B. Increased Loss of Earnings Allowance Under SECTION II — COVERED AUTOS LIABILITY COVERAGE, the paragraph entitled Coverage Extensions is amended under Supplementary Payment subparagraph (4) to delete the $250. a day limit for loss of earnings and replace it with a $500. a day limit. C. Fellow Employee Coverage Under SECTION II — COVERED AUTOS LIABILITY COVERAGE, the paragraph entitled Exclusions is amended to delete the exclusion entitled Fellow Employee. Il. AMENDMENTS TO PHYSICAL DAMAGE COVERAGE A. Increased Loss of Use Expense Under SECTION III — PHYSICAL DAMAGE COVERAGE, the paragraph entitled Coverage Extensions is amended under Loss of Use Expenses to delete the maximum of $600., and replace it with a maximum of $ 800. B. Broadened Electronic Equipment Coverage Under SECTION III — PHYSICAL DAMAGE COVERAGE, the paragraph entitled Exclusions is amended to delete paragraphs 5.a through 5.d. in their entirety, and replace them with the following: 5. Exclusions 4.c. and 4.d. above do not apply to loss to any electronic equipment that at the time of loss is: Form No: CNA8370OXX (10-2015) Policy No: BUA 6080860053 Endorsement Effective Date: Endorsement Expiration Date: Policy Effective Date: 05/01 /2022 Endorsement No: 65; Page: 2 of 4 Policy Page: 102 of 114 Underwriting Company: Transportation Insurance Company, 151 N Franklin St, Chicago, IL 60606 ° Copyright CNA All Rights Reserved Business Auto Policy Policy Endorsement a. Permanently installed in or upon a covered auto, nor to such equipment's antennas or other accessories used with such equipment. A $100 deductible applies to this provision, and supersedes any otherwise applicable deductible; or b. Designed to be operated solely by use of the power from the auto's electrical system and is: (1) Removable from a housing unit which is permanently installed in or upon the covered auto; (2) An integral part of the same unit housing any electronic equipment described in paragraphs a. or b.(1) above; or (3) Necessary for the normal operation of the covered auto or the monitoring of the covered auto's operating system. III. AMENDMENTS TO BUSINESS AUTO CONDITIONS A. Knowledge of Accident or Loss Under BUSINESS AUTO CONDITIONS, the foss Condition entitled Duties In the Event of Accident, Claims, Suit, or Loss is amended to add the following subparagraph a.(4): (4) If your employees know of an accident or loss, this will not mean that you have such knowledge until such accident or loss is known to a natural person Named Insured, to a partner, executive officer, manager or member of a Named Insured, or to an employee designated by any of the above to be your insurance manager. B. Knowledge of Documents Under BUSINESS AUTO CONDITIONS, the Loss Condition entitled Duties In the Event of Accident, Claims, Suit, or Loss is amended to add the following subparagraph b.(6): (6) If your employees know of documents concerning a claim or suit, this will not mean that you have such knowledge until such documents are known to a natural person Named Insured, to a partner, executive officer, manager or member of a Named Insured, or to an employee designated by any of the above to be your insurance manager. C. Waiver of Subrogation Under BUSINESS AUTO CONDITIONS, the Loss Condition entitled Transfer Of Rights Of Recovery Against Others To Us is amended to add the following: We waive any right of recovery we may have, because of payments we make for injury or damage, against any person or organization for whom or which you are required by written contract or agreement to obtain this waiver from us. This injury or damage must arise out of your activities under a contract with that person or organization. You must agree to that requirement prior to an accident or loss. D. Unintentional Failure To Disclose Hazards Under BUSINESS AUTO CONDITIONS, the General Condition entitled Concealment, Misrepresentation or Fraud is amended to add the following: Your failure to disclose all hazards existing on the inception date of this Coverage Form shall not prejudice you with respect to the coverage provided by this insurance, provided such failure or omission is not intentional. E. Primary and Non -Contributory When Required By Contract Under BUSINESS AUTO CONDITIONS, the General Condition entitled Other Insurance is amended to add the following: Form No: CNA83700XX (10-2015) Policy No: BUA 6080860053 Endorsement Effective Date: Endorsement Expiration Date: Policy Effective Date: 05/01 /2022 Endorsement No: 65; Page: 3 of 4 Policy Page: 103 of 114 Underwriting Company: Transportation Insurance Company, 151 N Franklin St, Chicago, IL 60606 ° Copyright CNA All Rights Reserved. CNA Business Auto Policy Policy Endorselnerit Notwithstanding provisions 5.a. through 5.d. above, the coverage provided by this Coverage Form shall be on a primary and non-contributory basis when required to be so by a written contract entered into prior to accident or loss. IV. AMENDMENTS TO DEFINITIONS A. Broadened Bodily Injury Under DEFINITIONS, the definition of bodily injury is deleted and replaced by the following: Bodily injury means physical injury, sickness or disease sustained by a person, including death, mental anguish or mental injury sustained by that person which results as a consequence of the physical injury, sickness or disease. All other terms and conditions of the policy remain unchanged This endorsement, which forms a part of and is for attachment to the policy issued by the designated Insurers, takes effect on the Policy Effective date of said policy at the hour stated in said policy, unless another effective date (the Endorsement Effective Date) is shown below, and expires concurrently with said policy. Form No: CNA83700XX (10-2015) Policy No: BUA 6080860053 Endorsement Effective Date: Endorsement Expiration Date: Policy Effective Date: 05/01 /2022 Endorsement No: 65; Page: 4 of 4 Policy Page: 104 of 114 Underwriting Company: Transportation Insurance Company, 151 N Franklin St, Chicago, IL 60606 '0 Copyright CNA All Rights Reserved. 5/9/22, 9:07 AM Corporations and Charities System BUSINESS INFORMATION Business Name: DKS ASSOCIATES DBA DKS ASSOCIATES CORPORATION UBI Number: 601 460 417 Business Type: FOREIGN PROFIT CORPORATION Business Status: ACTIVE Principal Office Street Address: 720 SW WASHINGTON ST STE 500, PORTLAND, OR, 97205-3503, UNITED STATES Principal Office Mailing Address: 720 SW WASHINGTON ST STE 500, PORTLAND, OR, 97205-3503, UNITED STATES Expiration Date: 08/31/2022 Jurisdiction: UNITED STATES, CALIFORNIA Formation/ Registration Date: 08/26/2019 Period of Duration: PERPETUAL Inactive Date: Nature of Business: PROFESSIONAL, SCIENTIFIC & TECHNICAL SERVICES, PROFESSIONAL CONSULTING AND ENGINEERING FIRM REGISTERED AGENT INFORMATION Registered Agent Name: CORPORATION SERVICE COMPANY Street Address: 300 DESCHUTES WAY SW STE 208 MC-CSC1, TUMWATER, WA, 98501, UNITED STATES Mailing Address: 300 DESCHUTES WAY SW STE 208 MC-CSC1, TUMWATER, WA, 98501, UNITED STATES GOVERNORS Title Governors Type GOVERNOR INDIVIDUAL GOVERNOR INDIVIDUAL GOVERNOR INDIVIDUAL GOVERNOR INDIVIDUAL Entity Name First Name Last Name CHRIS MACIEJEWSKI PETER COFFEY KASEY DELUCIA MIKE THOMAS https://ccfs.sos.wa.gov/#/BusinessSearch/Businessinformation 1 /1 5/9/22, 9:12 AM Washington State Department of Revenue Washington State Department of Revenue < Business Lookup License Information: New search Back to results Entity name: DKS ASSOCIATES DBA DKS ASSOCIATES CORPORATION Business DKS ASSOCIATES name: Entity type: Profit Corporation UBI #: 601-460-417 Business ID: 001 Location ID: 0002 Location: Active Location address: Mailing address: 719 2ND AVE STE1250 SEATTLE WA 98104-1706 720 SW WASHINGTON ST STE 500 PORTLAND OR 97205-3503 Excise tax and reseller permit status: Click here Secretary of State status: Click here Endorsements Endorsements held a License # Count Dew ds http&Hsecure dor.wa.gov/gteunauth/—,/#3 Filter Status Expiratioi First issua 1 /4 5/9/22, 9:12 AM Washington State Department of Revenue Endorsements held a License # Count L Status Expiratioi First issua Burien General 12913 Active Aug-31-2 Nov-30-2 Business - Non - Resident Federal Way 15-10143 Active Aug-31-2 Mar-24-2 General Business - Non -Resident Issaquah General Active Aug-31-2 Dec-19-21 Business - Non - Resident La Center General 19-0053 Active Aug-31-2 Jan-01-2C Business - Non - Resident Mercer Island 170416 Active Aug-31-2 Oct-09-2( General Business - Non -Resident Redmond General RED07-00 Active Aug-31-2 Jul-25-20, Business - Non - Resident Richland General Active Jan-31-2C Jan-20-2C Business - Non - Resident SeaTac General Active Aug-31-2 Oct-28-2( Business - Non - Resident Spokane General Active Aug-31-2 Sep-19-21 Business https://secure.dor.wa.gov/gteunauth/_/#3 2/4 5/9/22, 9:12 AM Washington State Department of Revenue Endorsements held a License # Count Details Status Expiratioi First issua Spokane Valley Active Aug-31-2 Apr-17-2( General Business - Non -Resident Tumwater General F-001123 Active Sep-30-21 Sep-20-21 Business - Non - Resident University Place Active Aug-31-2 Aug-18-2 General Business - Non -Resident Vancouver General Active Aug-31-2 Dec-01-1' Business Washougal Active Aug-31-2 Nov-20-2 General Business - Non -Resident Governing People May include governing people not registered with Secretary of State Governing people Title COFFEY, PETER DELUCIA, KASEY MACIEJEWSKI, CHRIS THOMAS, MIKE Registered Trade Names Registered trade names Status First issued DKS ASSOCIATES Active Dec-18-2018 https://secure.dor.wa.gov/gteunauth/—/#3 3/4 5/9/22, 9:12 AM Washington State Department of Revenue View Additional Locations The Business Lookup information is updated nightly. 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