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AG 22-123 - TRAFFIC DATA GATHERINGRETURN TO: PW ADMIN EXT: 2700 ID #: 4149 CITY OF FEDERAL WAY LAW DEPARTMENT ROUTING FORM 1. ORIGINATING DEPT/DIv: PUBLIC WORKS / Traffic 2. ORIGINATING STAFF$ERSQN: Anthony Avery EXT: 2747 3. DATE REQ. BY: 9/16/22 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 ADT Counts 5. NAME OF CONTRACTOR: Traffic Data Gathering ADDRESS: 11410 13th Street SE. -Lake Stevens. WA 98258 TELEPHONE:425-334-3348 E-MAIL: carlan(o)trafficdataaatherina.cam FAX, SIGNATURENAME: Carla Nasr TITLE: Owner/Manager 6. EXHIBITS AND ATTACHMENTS: 0 SCOPE, WORK OR SERVICES ❑ 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 COMPLETION DATE: 12/1 6/22 8. TOTAL COMPENSATION: $ 19,890.00 (INCLUDE EXPENSES AND SALES TAX, IF ANY) (IF CALCULATED ON HOURLY LABOR CHARGE - ATTACH SCHEDULES OF EMPLOYEES TITLES AND HOLIDAY RATES) REIMBURSABLE EXPENSE: ❑ YES d NO IF YES, MAXIMUM DOLLAR AMOUNT: $ IS SALES TAX OWED: ❑ YES ❑ NO IF YES, $. PAID BY: ❑ CONTRACTOR ❑ CITY RETAINAGE: RETAINAGE AMOUNT: ❑ RETAINAGE AGREEMENT (SEE CONTRACT) OR ❑ RETAINAGE BOND PROVIDED O PURCHASING: PLEASE CHARGE TO: Traffic Counts 9. DOCUMENT / CONTRACT REVIEW INITIAL / DATE REVIEWED INITIAL / DATE APPROVED 6 PROJECT MANAGER AA / 08Sep2022 d DIVISION MANAGER RAP /12 Se[2022 6 DEPUTY DIRECTOR DSW 9/12122 8 DIRECTOR EJW 9/21/2022 ❑ RISK MANAGEMENT (IF APPLICABLE) A LAW DEPT KVA 9/13/2022; 9/16/2022; 9/28/22 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: 9/29/2022 DATE REC• D: 10/25/22 ❑ ATTACH: SIGNATURE AUTHORITY, INSURANCE CERTIFICATE, LICENSES, EXHIBITS ❑ CREATE ELECTRONIC REMINDER/NOTIFICATION FOR I 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 6 LAW DEPT 6 SIGNATORY (MAYOR OR DIRECTOR) ❑ CITY CLERK ❑ ASSIGNED AG # AG# ❑ SIGNED COPY RETURNED DATE SENT: �D • ni�S,�'%J.,..� COMMENTS: EXECUTE" " ORIGINALS 1 /2020 CITY OF CITY HALL Fe d e ra I � Feder l Avenue South Y Federal Way. WA 98003 6325 (253) 835-7000 www cityoffederahvay can PROFESSIONAL SERVICES AGREEMENT FOR 2022 FEDERAL WAY CONCURRENCY TRAFFIC COUNTS UPDATE This Professional Services Agreement ("Agreement") is made between the City of Federal Way, a Washington municipal corporation (-'City"), and Carla Nasr, d.b.a. Traffic Data Gathering, a Washington sole proprietorship ("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: TRAFFIC DATA GATHERING: Carla Nasr 1 1410 13th Street SE Lake Steven, WA 98258 (425) 334-3348 (telephone) (425) 335-1 148 (cell) carlan(uD.trafficdatagathering.com The Parties agree as follows: CITY OF FEDERAL WAY: Anthony Avery 33325 8th Avenue South Federal Way, WA 98003-6325 (253) 835-2747 (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-sha4I-peKbrm-the-services snore—spedftea ly--described—in- Exh bbit—Ar{�ery ices" - , 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 satisfaction, within the time period prescribed by the City and pursuant to the direction of the Mayor or his or her designee. 1-he Contractor warrants that it has 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. 4. 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 - I - Rev. 7/2021 CITY OF Federal Way CITY HALL 33325 8th Avenue South Federal Way, WA 98003-6325 (253) 835-7000 www cityoffederalway coin 4.2 Method. o(Pa •ment. On or before December 15, 2022, 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. 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 claims, demands, actions, suits, causes of action, arbitrations, mediations, proceedings, judgments, awards, injuries, damages, liabilities, taxes, losses, fines, fees, penalties expenses, attomey'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 in connection with this Agreement or the acts, errors or omissions of the Contractor in performance of this Agreement, except for that portion of the claims caused by the City's sole negligence. 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 sliall ensure that each sub -contractor shall agree_ to defend and. indemnify the_C_ity,_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. 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: PROFESSIONAL SERVICES AGREEMENT - 2 - Rev. 7/2021 [ CITY HALL Y 33325 8th Avenue South Federal1110111,Z%,-, Via Federal Way, WA 98003-6325 (253) 835-7000 www aryolfederalwey coin 6.1. Nlinimum 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 of Liabili�. 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 --ni-aimain-tail-coverage for a-minimum-period-of-three-(3) year-s-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. VVOItK 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 tiles 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 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 PROFESSIONAL SERVICES AGREEMENT - 3 - Rev. 7/2021 CITY of Federal Way CITY HALL 33325 8th Avenue South Federal Way, WA 98003-6325 (253) 835-7000 www Wyoffederahmy coin 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 perfonning 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. EQUAL 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. 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 PROFESSIONAL SERVICES AGREEMENT - 4 - Rev. 7/2021 , jCITY OF m�,� Federal Way CITY HALL 33325 8th Avenue South Federal Way. WA 98003-6325 (253) 835-7000 www ctyoffederaiway coin 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. 7i2021 CITY d e ra l W�� F HALL 33325 8th Avenue South �Y Federal ral Way, WA 98003-6325 (253) 835-7000 www crryolfederalway corn IN WITNESS, the -Parties execute this Agreement below, effective the last date written below. CITY . Mayor r DATE: D WAY: Carla Nasr, d.b.a. Traffic Data Gathering By: -- Printed Name: Carla Nasr Title: Sole Proprietor j DATE: 2-0 2- STATE OF WASHINGTON ) ss. COUNTY OF Snr�,nrn,h ) ATTEST: S e 1uie Courtney, CMC, `i y Clerk APPROVED AS TO FORM: van Call, City At y On this day personally appeared before me, Carla Nasr, to me known to be the individual described in and who executed the foregoing instrument, and on oath swore that he/she/they executed the foregoing instrument as his/her/their free and voluntary act and deed for the uses and purposes therein mentioned. GIVEN my hand and official seal this LLA day of OcAd)atr 201L Notary's signature PETR BELOBORODYY Notary's printed name r Belo Notary Public Notary Public in and for the State of Washington. State of Washington My commission expires to l tS 124 , j Commission N 2103 5568 My Comm. Expires Oct 15, 2025 PROFESSIONAL SERVICES AGREEMENT - 6 - Rev. 7/2021 CITY OF Federal Way EXHIBIT A SERVICES CITY HALL 33325 8th Avenue South Federal Way. WA 98003-6325 (253) 835-7000 www cilyolfederalway. corn The City of Federal Way utilizes average daily traffic ("ADT") counts (seven consecutive days) to support the City's traffic signal coordination program and travel demand model development. The Contractor shall do or provide the following: The Contractor shall conduct directional traffic counts at the locations outlined in Table I below. ADT data shall be collected at each location for a consecutive seven (7) day period with one day consisting of three (3) weekday peak periods (AM, Mid -Day, and PM). ADT counts for some locations on SR 99 shall include combined General Purpose (GP) lanes and a separate HOV lane volume. ADT counts shall not be collected the week before and after any holidays. All data collection shall commence after September 15, 2022 and shall be completed by November 15, 2022. An electronic file copy in PDF or other approved alternatives in 15-minute increments and hard paper copy printouts in 1-hour increments shall be provided to the City no later than December 16, 2022. The printouts or PDFs shall be provided at 15-minute increment reports. At the City's request, traffic counts with errors shall be re -done by Contractor. Table 1. ADT Locations ( Must be completed by November 15, 2022) Table I. ADT Locations (Must be complete by November 15, 2022) FW No. Sen# North -South Street East-West Street Description Comments 50 EW I 16 Ave S S 272 St 16 AV S south of S 272 St 52 EW I SR 99 S 272 St SR 99 south of S 272 St (GP+HOV), and HOV 54 EW l S Star Lake Rd S 272 St S Star Lake Rd south of S 272 St 60 EW I Military Rd S S 272 St Military Rd S south of S 272 St 251 EW SR 99 S 276 St SR 99 south of S 276 St NB approach Only 1056 EW2 Military Rd S S 288 St Military Rd S south of S 288 St 1056 NS5 Military Rd S S 288 St S 288 St west of Military Rd S 1056 Military Rd S S 288 St Military Rd S north of S 288 St 1061 NS6 34 Ave S S 288 St S 288 St east of 34 Ave S 1070 EW2 51 Ave S S 288 St 51 AV S south of S 288 St 1240 EW2 I Ave S S 292 St I Ave S north of S 292 St 1248 EW2 13 Ave S Redondo Wy S Redondo Wy S south of 13 Ave S 1651 EW2 SR 99 SR 509 SR 99 north of SR 509 (GP+HOV), & HOV 1651 EW SR 99 SR 509 SR 99 south of SR 509 NB Approach Only 1842 NS4 4 PI SW SR 509 SR 509 east of 4 Ave S 2051 EW SR 99 S 304 St SR 99 south of S 304 St NB Approach only 2051 EW I SR 99 S 304 St SR 99 north of S 304 St SB Approach Only PROFESSIONAL SERVICES AGREEMENT - 7 - Rev. 7/2021 CITY OF ,4% Federal Way CITY HALL 33325 8th Avenue South Federal Way. WA 98003-6325 (253) 835-7000 www uryoffederalw y can 2054 NS5 23 Ave S S 304 St S 304 St between 23 Ave S and 28 Ave S 2057 EW3 28 Ave S S 304 St 28 Ave S between S 304 St and S 312 St 2058 EW3 Military Rd S S 304 St Military Rd S south of 31 Ave S 2540 EW3 1 Ave S SW 312 St l Ave S north of S 312 St 2540 EW4 1 Ave S SW 312 St I Ave S between S 312 St and S 320 St 2545 NS4 8 Ave S S 312 St S 312 St west of 8 Ave S 2546 EW4 8 Ave S S 312 St 8 Ave S between S 312 St and S 320 St 2550 EW3 SR 99 S 312 St SR 99 north of S 312 St (GP+HOV), and HOV 2550 EW4 SR 99 S 3 12 St SR 99 between S 312 St and S 316 St 2550 SR 99 S 312 St S, 12 St east of SR 99 2554 NS5 23 Ave S S 312 St S 312 St between 23 Ave S and 28 Ave S 2554 EW4 23 Ave S S 316 St 23 Ave S between S 312 St and S 316 St 2612 NSI SR 509 47 Ave SW SR 509 west of47 Ave SW Don't delete 2652 EW4 Pete V. Reichbauer S 312 St Pete V. Reichbauer Way S between S 312 St and S 316 St 2557 EW4 28 Ave S S 312 St 28 Av S between S 312 St and S 317 St 2750 EW SR 99 S 3 16 St SR 99 south of S 316 St NB Approach Only 2750 SR 99 S 316 St S 316 St east of SR 99 2770 EW3 51 Ave S S 316 St 51 Ave S north of S 316 St 2770 EW4 51 Ave S S 316 St 51 Ave S between S 316 St and S 321 St 3040 EW5 I Ave S S 320 St I Ave S south of S 320 St 3048 EW5 1 1 PIS S 320 St 1 I PI S south of S 320 St 3050 SR 99 S 320 St S 320 St east of SR 99 3052 NS 20 Ave S S 320 St S 320 St between 20 Ave S and 21 Ave S 3055 23 Ave S S 320 St S 320 St between 23 Ave S and 25 Ave S 3055 EW5 23 Ave S S 320 St 23 Ave S between S 320 St and S 322 St 3055 NS 23 Ave S S 320 St S 320 St between 21 Ave S and 23 Ave S 3056 NS 25 Ave S S 320 St S 320 St between 25 Ave S and 1-5 3060 NS 32 Ave S S 320 St S 320 St between 1-5 and 32 Ave S 3060 EW5 32 Ave S S 320 St 23 Ave S south of S 320 St 3060 NS 32 Ave S S 320 St S 320 St east of 32 Ave S 3064 EW4 I Military Rd S S 320 St Military Rd S north of S 320 St 3064 EW5 Military Rd S S 320 St Military Rd S south of S 320 St 3064 NS6 Military Rd S S 320 St S 320 St between Weyerhaeuser Way S and Military Rd S FYA 3261 EW5 Weyerhaeuser Wy S S 320 St Weyerhaeuser Wy S south of S 320 St 3348 13 PI S S 324 St 13 PI S south of S 324 St 3350 SR 99 S 324 St S 324 St east of SR 99 3350 EW SR 99 S 324 St SR 99 south of S 324 St NB Approach Only 3350 EW5 SR 99 S 324 St SR 99 between'S 320 St and S 324 St (GP+HOV), and HOV 3650 EW SR 99 S 330 St SR 99 north of S 330 St SB Approach Only 3650 EW SR 99 S 330 St SR 99 south of S 330 St NB Approach Only 3842 NS4 I Ave S S 333 St S 333 St between 1 Ave S and 8 Ave S 3842 EW6 l Wy S S 333 St 1 Wy S between S 333 St and S 336 St 3858 EW6 Weyerhaeuser Wy S S 336 St Weyerhaeuser Wy S south of S 336 St 3867 1 EW6 Military Rd S 45 Wy S Military Rd S south of 45 Wy S PROFESSIONAL SERVICES AGREEMENT -8- Rev. 7/2021 -A-;kCITY OF Federal CITY HALL War _ 33325 8th Avenue South Y Federal Way. WA 98003-6325 (253) 835-7000 www citvoffederalway. coin 4046 EW6 9 Ave S S 336 St 9 Ave S north of S 336 St 4046 9 Ave S S 336 St S 336 St between 13 Ave S and SR 99 4050 EW6 SR 99 S 336 St SR 99 north of S 336 St 4050 NS5 20 Ave S S 336 St S 336 St east of 2011 Ave S 4218 NS1 Hoyt Rd SW SW 340 St SW 340 St west of Hoyt Rd SW Don't delete 4218 EW6 Hoyt Rd SW SW 340 St Hoyt Rd SW south of SW 340 St Don't delete 4460 Weyerhaeuser Wy S S 33 PI S Wey WY S south of S 33 PI S South of Roundabout 4540 1 Ave S Winco Driveway I Ave S north of S 348 St 4549 EW SR 99 S 344 St SR 99 Between 16 Ave S and S 344 St 4549 SR 99 S 344 St S 344 St between 9 Ave S and SR 99 4550 16 Ave S S 344 St 16 Ave S between S 344 St and S 348 St 4563 1 NS6 38 Ave S S 344 St S 344 St east of 38 Ave S 4840 1 Ave S SW Campus Dr SW Campus DR west of Winco Signal 4846 NS 9 Ave S S 348 St S 348 St east of 9 Ave S 4846 9 Ave S S 348 St 9 Ave S between S 344 St and S 348 St 4846 NS4 9 Ave S S 348 St S 348 St west of 9 Ave S 4848 SR 99 S 348 St SR 99 Between S 344 St and S 348 St (GP+HOV), and HOV 4848 SR 99 S 348 St S 348 St between SR 99 and SR 161 5050 SR 99 S 352 St S 352 St between SR 99 and SR 161 5228 NS2 21 Ave SW SW 356 St SW 356 St west of 21 Ave SW 5240 EW7 I Ave S SW 356 St 1 Ave S between S 348 St and SW 356 St 5246 EW7 SR 99 S 356 St SR 99 north of S 356 St 5250 16 Ave S S 356 St 16 Ave S south of S 356 St 5246 NS4 SR 99 S 356 St S 356 St between I Ave S and SR 99 5246 SR 99 S 356 St SW 356 St east of SR 99 5246 EW SR 99 S 356 St SR 99 south of S 356 St NB Approach Only 5251 EW7 SR 161 S 356 St SR 161 between S 352 St and S 356 St 5257 EW7 28 Ave S S 349 St 28 Ave S south of S 349 St 5557 EW8 28 Ave S S 360 St 28 Ave S south of S 360 St 5557 NS6 Military Rd S S 360 St S 360 St west of Military Rd S 5568 EW7 Military Rd S S 352 St Military Rd S south of S 352 St 5652 NS5 SR161 Milton Rd S Milton Rd S (S 360 St) east of SR 161 5954 EW8 SR 161 19 Wy S SR 161 south of 19 Wy S 6065 EW8 Military Rd S S 368 St Military Rd S south of S 368 St 6340 NS4 SR 99 S 373 St S 373 St east of SR 99 6340 EW8 SR 99 S 373 St SR 99 north of S 373 St 6346 EW8 12 Ave S S 373 St 12 Ave S north of S 373 St 6457 EW8 Milton Rd S S 375 St Milton Rd S north of S 375 St PROFESSIONAL SERVICES AGREEMENT -9- Rev. 7/2021 CITY OF CITY HALL Fe d e ra I Way Feder 8th Avenue South Federal W WA 98003-6325 (253) 835-7000 WWW. eilyotit-denhy?w com EXHIBIT B COMPENSATION l . Total Compensation: In return for the Services, the City shall pay the Contractor an amount not to exceed Nineteen Thousand Eight Hundred and Ninety and 00/100 Dollars ($19,890.00). Additional traffic counts performed by Contractor as a result of previous traffic counts with errors shall not alter the total compensation. PROFESSIONAL SERVICES AGREEMENT - 10 - Rev. 7/2021 STAII a _ STATE OF WASHINGTON BUSINESS LICENSING SERVICE Thank you for filing online Our processing time generally takes up to 10 business days. Some endorsements may take more time for state or city approval. You will receive your business license with approved endorsements in the mail. An updated business license will be mailed to you when additional endorsements are approved. Confirmation Number: 0-028-684-822 Filing Date and Time: 09/12/2022 08:58:33 PM Payment Method: ACH Debit/E-Check Business Entity Information Entity Type: Sole Proprietorship Name of Entity: Account ID: 601374605-002-0001 Firm Name: TRAFFIC DATA GATHERING Endorsement(s) Applied For Begin Federal Way General Business - 09/12/2022 Non -Resident Fee Type Begin BLS Processing Fee 09/12/2022 End Count Fee 09/30/2023 1 $81.00 $81.00 End Count Fee 1 $0.00 $0.00 Grand Total: $81.00 txL0004 9/8/22, 3:11 PM Washington State Department of Revenue Washington State Department of Revt,,-- < Business Lookup License Information: Entity name: NASR, CARLA FARID Business name: TRAFFIC DATA GATHERING Entity type: Sole Proprietor UBI#: 601-374-605 Business ID: 002 Location ID: 0001 Location: Active Location address: 11410 13TH ST SE LAKE STEVENS WA 98258-8558 Mailing address: 11410 13TH ST SE LAKE STEVENS WA 98258-8558 Excise tax and reseller permit status: Endorsements Endorsements held at this loc License # Bainbridge Island General Business - Non -Resident Lake Stevens General Business Richland General Business - Non -Resident Click here Count Details Status Active Governing People May include governing people not registered with Secetoryc(Stote Governing people Title NASR, CARLA FARID Active Active M New search Back to results Expiration dal First issuance May-31-2023 May-10-2022 May-31-2023 Jul-27-2022 May-31-2023 May-11-2022 The Business Lookup information is updated nightly. Search date and time: 9/8/2022 3:11:24 PM r hftps://secure.dor.wa.gov/gteunauth/—t#5 1/2 9/8/22, 3:11 PM Washington State Department of Revenue Contact us How are we doing? Take our survey! Don't see what you expected? Check if your browser is supported hftps://secure.dor.wa.gov/gteunauth/_/#5 2/2 AC"Rhe � CERTIFICATE OF LIABILITY INSURANCE DATE (MM/DD/YYYY) 9/12/2022 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). PRODUCER AssuredPartners of Washington, LLC 19689 7th Ave NE, Ste 183, PMB #369 Poulsbo WA 98370 CONTACT NAME, Anni Owens PHONE 360-626-2021 �c Nu s 360-626-2021 Ann IRess: anni.owens assured artners.com INSURERS AFFORDING COVERAGE NAIC # INSURER A: Sentinel Insurance Company 11000 INSURED 13274 INSURER B ; Carla Nasr and Souheil DBA: Traffic Data Gathering INSURERC; 11410-13th Street SE INSURER D : INSURER E.- Lake Stevens WA 98258 INSURER F COVERAGES CERTIFICATE NUMBER:30618904 REVISION NUMBER: THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. ILTR NSR TYPE OF INSURANCE lAD L SUBR vp POLICYNUMBER MM DDlYYYy MM D IYYYLICY LIMITS A X COMMERCIAL GENERAL LIABILITY CLAIMS -MADE OCCUR 52SBMFO9211 2/28/2022 2/28/2023 EACH OCCURRENCE S2,000,000 DAMAGE TU 2R PREMISE Ea r,rr„rr $ 1,000,000 MED EXP (Any one person) $ 10,000 PERSONAL 8 ADV INJURY $ 2,000,000 GEN'L AGGREGATE LIMIT APPLIES PER: - - LOC POLICY I ' JPECT OTHER: GENERAL AGGREGATE $4,000.000 PRODUCTS - COMP/OP AGG $ 4,000,000 $ A AUTOMOBILE LIABILITY ANY AUTO OWNED �- SCHEDULED AUTOS ONLY AUTOS X HIRED X NON -OWNED AUTOS ONLY AUTOS ONLY 52SBMFO9211 2/28/2022 2/28/2023 OM�SINGLE MI $2,000.000 BODILY INJURY (Per person) $ BODILY INJURY (Per accident) $ PROPERTY AGE Per acdden $ $ UMBRELLA LIAR EXCESS LAB OCCUR CLAIMS -MADE EACH OCCURRENCE $ AGGREGATE S DED RETENTION $ $ A WORKERS COMPENSATION AND EMPLOYERS' LIABILITY Y / N ANYPROPRIETOR/PARTNER/EXECUTIVE ❑ OFFICER/MEMBEREXCLUDED? (Mandatory in NH) If yes, describe under DESCRIPTION OF OPERATIONS below NIA 52SBMFO9211 2/28/2022 2/28/2023 STA STA 7LLTE fX Eft WAS Gap E.L. EACH ACCIDENT $ 1.000.000 $ 1.000,000 $ 1.000,000 E,L. DISEASE - EA EMPLOYEE E.L. DISEASE - POLICY LIMIT DESCRIPTION OF OPERATIONS / LOCATIONS / VEHICLES (ACORD 101, Additional Remarks Schedule, maybe attached if more space is required) The certificate holder is an additional insured per the attached. CERTIFICATE HOLDER CANCELLATION City of Federal Way Anthony Avery 33325 8th Ave South 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 vt t/ � # ©1988-2015 ACORD CORPORATION. All rights reserved. ACORD 25 (2016/03) The ACORD name and logo are registered marks of ACORD 52SBMFO9211 Carla Nasr and Souheil BUSINESS LIABILITY COVERAGE FORM (b) Rented to, in the care, custody or b. Coverage under this provision does not control of, or over which physical apply to: control is being exercised for any (1) "Bodily injury" or "property damage" purpose by you, any of your that occurred; or "employees", "volunteer workers", any partner or member (if you are (2) "Personal and advertising injury" a partnership or joint venture), or arising out of an offense committed any member (if you are a limited before you acquired or formed the liability company). organization. b. Real Estate Manager 4. Operator Of Mobile Equipment Any person (other than your "employee" or With respect to "mobile equipment" registered in "volunteer worker"), or any organization your name under any motor vehicle registration while acting as your real estate manager. law, any person is an insured while driving such c. Temporary Custodians Of Your equipment along a public highway with your Property permission. Any other person or organization responsible for the conduct of such person is Any person or organization having proper also an insured, but only with respect to liability temporary custody of your property if you arising out of the operation of the equipment, and die, but only: only if no other insurance of any kind is available (1) With respect to liability arising out of the to that person or organization for this liability. maintenance or use of that property; and However, no person or organization is an insured (2) Until your legal representative has with respect to: been appointed. a. "Bodily injury" to a co -"employee" of the d. Legal Representative If You Die person driving the equipment; or Your legal representative if you die, but b. "Property damage" to property owned by, only with respect to duties as such. That rented to, in the charge of or occupied by representative will have all your rights and you or the employer of any person who is duties under this insurance. an insured under this provision. e. Unnamed Subsidiary 5. Operator of Nonowned Watercraft Any subsidiary and subsidiary thereof, of yours which is a legally incorporated entity of which you own a financial interest of more than 50% of the voting stock on the effective date of this Coverage Part. The insurance afforded herein for any subsidiary not shown in the Declarations as a named insured does not apply to injury or damage with respect to which an insured under this insurance is also an insured under another policy or would be an insured under such policy but for its termination or upon the exhaustion of its limits of insurance. 3. Newly Acquired Or Formed Organization Any organization you newly acquire or form, other than a partnership, joint venture or limited liability company, and over which you maintain financial interest of more than 50% of the voting stock, will qualify as a Named Insured if there is no other similar insurance available to that organization. However: a. Coverage under this provision is afforded only until the 180th day after you acquire or form the organization or the end of the policy period, whichever is earlier; and With respect to watercraft you do not own that is less than 51 feet long and is not being used to carry persons for a charge, any person is an insured while operating such watercraft with your permission. Any other person or organization responsible for the conduct of such person is also an insured, but only with respect to liability arising out of the operation of the watercraft, and only if no other insurance of any kind is available to that person or organization for this liability. However, no person or organization is an insured with respect to: a. "Bodily injury" to a co -"employee" of the person operating the watercraft; or b. "Property damage" to property owned by, rented to, in the charge of or occupied by you or the employer of any person who is an insured under this provision. 5296MFA40itional Insureds When Required By Written Contract, Written Agreement Or Permit The person(s) or organization(s) identified in Paragraphs a. through f. below are additional insureds when you have agreed, in a written cF9rwS8;4&i08 04 05 Page 11 of 24 BUSINESS LIABILITY COVERAGE FORM contract, written agreement or because of a (e) Any failure to make such permit issued by a state or political inspections, adjustments, tests or subdivision, that such person or organization servicing as the vendor has be added as an additional insured on your agreed to make or normally policy, provided the injury or damage occurs undertakes to make in the usual subsequent to the execution of the contract or course of business, in connection agreement, or the issuance of the permit. with the distribution or sale of the A person or organization is an additional products; insured under this provision only for that (� Demonstration, installation, period of time required by the contract, servicing or repair operations, agreement or permit. except such operations performed However, no such person or organization is an at the vendor's premises in connection with the sale of the additional insured under this provision if such product; person or organization is included as an additional insured by an endorsement issued (g) Products which, after distribution by us and made a part of this Coverage Part, or sale by you, have been labeled including all persons or organizations added or relabeled or used as a as additional insureds under the specific container, part or ingredient of any additional insured coverage grants in Section other thing or substance by or for F. — Optional Additional Insured Coverages. the vendor; or a. Vendors (h) "Bodily injury" or "property Any persons) or organization(s) (referred to damage" arising out of the sole negligence of the vendor for its below as vendor), but only with respect to own acts or omissions or those of "bodily injury" or "property damage" arising its employees or anyone else out of "your products" which are distributed acting on its behalf. However, this or sold in the regular course of the vendor's exclusion does not apply to: business and only if this Coverage Part provides coverage for "bodily injury" or (I) The exceptions contained in "property damage" included within the Subparagraphs (d) or (f); or "products -completed operations hazard". (ii) Such inspections, adjustments, (1) The insurance afforded to the vendor tests or servicing as the vendor is subject to the following additional has agreed to make or normally exclusions: undertakes to make in the usual This insurance does not apply to: course of business, in connection with the distribution (a) "Bodily injury" or "property or sale of the products. damage" for which the vendor is (2) This insurance does not apply to any obligated to pay damages by insured person or organization from reason of the assumption of whom you have acquired such products, liability in a contract or agreement. or any ingredient, part or container, This exclusion does not apply to entering into, accompanying or liability for damages that the containing such products. vendor would have in the absence of the contract or agreement; b. Lessors Of Equipment (b) Any express warranty (1) Any person or organization from unauthorized by you; whom you lease equipment; but only with respect to their liability for "bodily (c) Any physical or chemical change injury", "property damage" or in the product made intentionally "personal and advertising injury" by the vendor; caused, in whole or in part, by your (d) Repackaging, except when maintenance, operation or use of unpacked solely for the purpose of equipment leased to you by such inspection, demonstration, testing, person or organization. or the substitution of parts under instructions from the manufacturer, and then repackaged in the original container; Page 12 of 24 Form SS 00 08 04 05 BUSINESS LIABILITY COVERAGE FORM (2) With respect to the insurance afforded to these additional insureds, this insurance does not apply to any "occurrence" which takes place after you cease to lease that equipment. c. Lessors Of Land Or Premises (1) Any person or organization from whom you lease land or premises, but only with respect to liability arising out of the ownership, maintenance or use of that part of the land or premises leased to you. (2) With respect to the insurance afforded to these additional insureds, this insurance does not apply to: (a) Any 'occurrence" which takes place after you cease to lease that land or be a tenant in that premises; or (b) Structural alterations, new construction or demolition operations performed by or on behalf of such person or organization. d. Architects, Engineers Or Surveyors (1) Any architect, engineer, or surveyor, 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 connection with your premises; or (b) In the performance of your ongoing operations performed by you or on your behalf. (2) With respect to the insurance afforded to these additional insureds, the following additional exclusion applies: This insurance does not apply to "bodily injury", "property damage" or "personal and advertising injury" arising out of the rendering of or the failure to render any professional services by or for you, including: (a) The preparing, approving, or failure to prepare or approve, maps, shop drawings, opinions, reports, surveys, field orders, change orders, designs or drawings and specifications; or (b) Supervisory, inspection, architectural or engineering activities. e. Permits Issued By State Or Political Subdivisions (1) Any state or political subdivision, but only with respect to operations performed by you or on your behalf for which the state or political subdivision has issued a permit. (2) With respect to the insurance- afforded to these additional insureds, this insurance does not apply to: (a) 'Bodily injury", "property damage" or "personal and advertising injury" arising out of operations performed for the state or municipality; or (b) 'Bodily injury" or "property damage" included within the "products - completed operations hazard". f. Any Other Party (1) Any other person or organization who is not an insured under Paragraphs a. through e. above, 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; (b) In connection with your premises owned by or rented to you; or (c) In connection with "your work" and included within the "products - completed operations hazard", but only if (i) The written contract or written agreement requires you to provide such coverage to such additional insured; and (ii) This Coverage Part provides coverage for "bodily injury" or "property damage" included within the "products - completed operations hazard". (2) With respect to the insurance afforded to these additional insureds, this insurance does not apply to: "Bodily injury", "property damage" or "personal and advertising injury" arising out of the rendering of, or the failure to render, any professional architectural, engineering or surveying services, including: Form SS 00 08 04 05 Page 13 of 24 BUSINESS LIABILITY COVERAGE FORM (a) The preparing, approving, or failure to prepare or approve, maps, shop drawings, opinions, reports, surveys, field orders, change orders, designs or drawings and specifications; or (b) Supervisory, inspection, architectural or engineering activities. The limits of insurance that apply to additional insureds are described in Section D. — Limits Of Insurance. How this insurance applies when other insurance is available to an additional insured is described in the Other Insurance Condition in Section E. — Liability And Medical Expenses General Conditions. No person or organization is an insured with respect to the conduct of any current or past partnership, joint venture or limited liability company that is not shown as a Named Insured in the Declarations. D. LIABILITY AND MEDICAL EXPENSES LIMITS OF INSURANCE 1. The Most We Will Pay The Limits of Insurance shown in the Declarations and the rules below fix the most we will.pay regardless of the number of: a. Insureds; b. Claims made or "suits" brought; or c. Persons or organizations making claims or bringing "suits". 2. Aggregate Limits The most we will pay for: a. Damages because of "bodily injury" and "property damage" included in the "products -completed operations hazard" is the Products -Completed Operations Aggregate Limit shown in the Declarations. b. Damages because of all other "bodily injury", "property damage" or "personal and advertising injury", including medical expenses, is the General Aggregate Limit shown in the Declarations. This General Aggregate Limit applies separately to each of your "locations" owned by or rented to you. "Location" means premises involving the same or connecting lots, or premises whose connection is interrupted only by a street, roadway or right-of-way of a railroad. This General Aggregate limit does not apply to "property damage" to premises while rented to you or temporarily occupied by you with permission of the owner, arising out of fire, lightning or explosion. 3. Each Occurrence Limit Subject to 2.a. or 2.b above, whichever applies, the most we will pay for the sum of all damages because of all "bodily injury", "property damage" and medical expenses arising out of any one "occurrence" is the Liability and Medical Expenses Limit shown in the Declarations. The most we will pay for all medical expenses because of "bodily injury" sustained by any one person is the Medical Expenses Limit shown in the Declarations. 4. Personal And Advertising Injury Limit Subject to 2.b. above, the most we will pay for the sum of all damages because of all "personal and advertising injury" sustained by any one person or organization is the Personal and Advertising Injury Limit shown in the Declarations. 5. Damage To Premises Rented To You Limit The Damage To Premises Rented To You Limit is the most we will pay under Business Liability Coverage for damages because of "property damage" to any one premises, while rented to you, or in the case of damage by fire, lightning or explosion, while rented to you or temporarily occupied by you with permission of the owner. In the case of damage by fire, lightning or explosion, the Damage to Premises Rented To You Limit applies to all damage proximately caused by the same event, whether such damage results from fire, lightning or explosion or any combination of these. 6. How Limits Apply To Additional Insureds The most we will pay on behalf of a person or organization who is an additional insured under this Coverage Part is the lesser of: a. The limits of insurance specified in a written contract, written agreement or permit issued by a state or political subdivision; or b. The Limits of Insurance shown in the Declarations. Such amount shall be a part of and not in addition to the Limits of Insurance shown in the Declarations and described in this Section. Page 14 of 24 Form SS 00 08 04 05 BUSINESS LIABILITY COVERAGE FORM If more than one limit of insurance under this policy and any endorsements attached thereto applies to any claim or "suit", the most we will pay under this policy and the endorsements is the single highest limit of liability of all coverages applicable to such claim or "suit". However, this paragraph does not apply to the Medical Expenses limit set forth in Paragraph 3. above. The Limits of Insurance of this Coverage Part apply separately to each consecutive annual period and to any remaining period of less than 12 months, starting with the beginning of the policy period shown in the Declarations, unless the policy period is extended after issuance for an additional period of less than 12 months. In that case, the additional period will be deemed part of the last preceding period for purposes of determining the Limits of Insurance. E. LIABILITY AND MEDICAL EXPENSES GENERAL CONDITIONS 1. Bankruptcy Bankruptcy or insolvency of the insured or of the insured's estate will not relieve us of our obligations under this Coverage Part. 2. Duties In The Event Of Occurrence, Offense, Claim Or Suit a. Notice Of Occurrence Or Offense You or any additional insured must see to it that we are notified as. soon as practicable of an "occurrence" or an offense which may result in a claim. To the extent possible, notice should include: (1) How, when and where the "occurrence" or offense took place; (2) The names and addresses of any injured persons and witnesses; and (3) The nature and location of any injury or damage arising out of the "occurrence" or offense. b. Notice Of Claim If a claim is made or "suit" is brought against any insured, you or any additional insured must: (1) Immediately record the specifics of the claim or "suit" and the date received; and (2) Notify us as soon as practicable. You or any additional insured must see to it that we receive a written notice of the claim or "suit" as soon as practicable. c. Assistance And Cooperation Of The Insured You and any other involved insured must: (1) Immediately send us copies of any demands, notices, summonses or legal papers received in connection with the claim or "suit"; (2) Authorize us to obtain records and other information; (3) Cooperate with us in the investigation, settlement of the claim or defense against the "suit"; and (4) Assist us, upon our request, in the enforcement of any right against any person or organization that may be liable to the insured because of injury or damage to which this insurance may also apply. d. Obligations At The Insured's Own Cost No insured will, except at that insured's own cost, voluntarily make a payment, assume any obligation, or incur any expense, other than for first aid, without our consent. e. Additional Insured's Other Insurance If we cover a claim or "suit" under this Coverage Part that may also be covered by other insurance available to an additional insured, such additional insured must submit such claim or "suit" to the other insurer for defense and indemnity. However, this provision does not apply to the extent that you have agreed in a written contract, written agreement or permit that this insurance is primary and non-contributory with the additional insured's own insurance. f. Knowledge Of An Occurrence, Offense, Claim Or Suit Paragraphs a. and b. apply to you or to any additional insured only when such "occurrence", offense, claim or "suit" is known to: (1) You or any additional insured that is an individual; (2) Any partner, if you or an additional insured is a partnership; (3) Any manager, if you or an additional insured is a limited liability company; (4) Any "executive officer" or insurance manager, , if you or an additional insured is a corporation; (5) Any trustee, if you or an additional insured is a trust; or (6) Any elected or appointed official, if you or an additional insured is a political subdivision or public entity. Form SS 00 08 04 05 Page 15 of 24 BUSINESS LIABILITY COVERAGE FORM This Paragraph f. applies separately to you and any additional insured. 3. Financial Responsibility Laws a. When this policy is certified as proof of financial responsibility for the future under the provisions of any motor vehicle financial responsibility law, the insurance provided by the policy for "bodily injury" liability and "property damage" liability will comply with the provisions of the law to the extent of the coverage and limits of insurance required by that law. b. With respect to "mobile equipment" to which this insurance applies, we will provide any liability, uninsured motorists, underinsured motorists, no-fault or other coverage required by any motor vehicle law. We will provide the required limits for those coverages. 4. Legal Action Against Us No person or organization has a right under this Coverage Form: a. To join us as a party or otherwise bring us into a "suit" asking for damages from an insured; or b. To sue us on this Coverage Form unless all of its terms have been fully complied with. A person or organization may sue us to recover on an agreed settlement or on a final judgment against an insured; but we will not be liable for damages that are not payable under the terms of this insurance or that are in excess of the applicable limit of insurance. An agreed settlement means a settlement and release of liability signed by us, the insured and the claimant or the claimant's legal representative. 5. Separation Of Insureds Except with respect to the Limits of Insurance, and any rights or duties specifically assigned in this policy to the first Named Insured, this insurance applies: a. As if each Named Insured were the only Named Insured; and b. Separately to each insured against whom a claim is made or "suit" is brought. 6. Representations a. When You Accept This Policy By accepting this policy, you agree: (1) The statements in the Declarations are accurate and complete; (2) Those statements are based upon representations you made to us; and (3) We have issued this policy in reliance upon your representations. b. Unintentional Failure To Disclose Hazards If unintentionally you should fail to disclose all hazards relating to the conduct of your business at the inception date of this Coverage Part, we shall not deny any coverage under this Coverage Part because of such failure. 7. Other Insurance If other valid and collectible insurance is available for a loss we cover under this Coverage Part, our obligations are limited as follows: a. Primary Insurance This insurance is primary except when b. below applies. If other insurance is also primary, we will share with all that other insurance by the method described in c. below. b. Excess Insurance This insurance is excess over any of the other insurance, whether primary, excess, contingent or on any other basis: (1) Your Work That is Fire, Extended Coverage, Builder's Risk. Installation Risk or similar coverage for "your work"; (2) Premises Rented To You That is fire, lightning or explosion insurance for premises rented to you or temporarily occupied by you with permission of the owner; (3) Tenant Liability That is insurance purchased by you to cover your liability as a tenant for "property damage" to premises rented to you or temporarily occupied by you with permission of the owner; (4) Aircraft, Auto Or Watercraft If the loss arises out of the maintenance or use of aircraft, "autos" or watercraft to the extent not subject to Exclusion g. of Section A. — Coverages. (5) Property Damage To Borrowed Equipment Or Use Of Elevators If the loss arises out of "property damage" to borrowed equipment or the use of elevators to the extent not subject to Exclusion k. of Section A. — Coverages. Page 16 of 24 Form SS 00 08 04 05 BUSINESS LIABILITY COVERAGE FORM (6) When You Are Added As An Additional Insured To Other Insurance That is other insurance available to you covering liability for damages arising out of the premises or operations, or products and completed operations, for which you have been added as an additional insured by that insurance; or (7) When You Add Others As An Additional Insured To This Insurance That is other insurance available to an additional insured. However, the following provisions apply to other insurance available to any person or organization who is an additional insured under this Coverage Part: (a) Primary Insurance When Required By Contract This insurance is primary if you have agreed in a written contract, written agreement or permit that this insurance be primary. If other insurance is also primary, we will share with all that other insurance by the method described in c. below. (b) Primary And Non -Contributory To Other Insurance When Required By Contract If you have agreed in a written contract, written agreement or permit that this insurance is primary and non-contributory with the additional insured's own insurance, this insurance is primary and we will not seek contribution from that other insurance. Paragraphs (a) and (b) do not apply to other insurance to which the additional insured has been added as an additional insured. When this insurance is excess, we will have no duty under this Coverage Part to defend the insured against any "suit" if any other insurer has a duty to defend the insured against that "suit". If no other insurer defends, we will undertake to do so, but we will be entitled to the insured's rights against all those other insurers. When this insurance is excess over other insurance, we will pay only our share of the amount of the loss, if any, that exceeds the sum of: (1) The total amount that all such other insurance would pay for the loss in the absence of this insurance; and (2) The total of all deductible and self - insured amounts under all that other insurance. We will share the remaining loss, if any, with any other insurance that is not described in this Excess Insurance provision and was not bought specifically to apply in excess of the Limits of Insurance shown in the Declarations of this Coverage Part. c. Method Of Sharing If all the other insurance permits contribution by equal shares, we will follow this method also. Under this approach, each insurer contributes equal amounts until it has paid its applicable limit of insurance or none of the loss remains, whichever comes first. If any of the other insurance does not permit contribution by equal shares, we will contribute by limits. Under this method, each insurer's share is based on the ratio of its applicable limit of insurance- to the total applicable limits of insurance of all insurers. Transfer Of Rights Of Recovery Against Others To Us a. Transfer Of Rights Of Recovery If the insured has rights to recover all or part of any payment, including Supplementary Payments, we have made under this Coverage Part, those rights are transferred to us. The insured must do nothing after loss to impair them. At our request, the insured will bring "suit" or transfer those rights to us and help us enforce them. This condition does not Fb] apply to Medical Expenses Coverage. Waiver Of Rights Of Recovery (Waiver Of Subrogation) If the insured has waived any rights of recovery against any person or organization for all or part of any payment, including Supplementary Payments, we have made under this Coverage Part, we also waive that right, provided the insured waived their rights of recovery against such person or organization in a contract, agreement or permit that was executed prior to the injury or damage. Form SS 00 08 04 05 Page 17 of 24