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AG 19-029 - TRANSPO GROUPRETURN TO: PW ADMIN EXT: 2700 ID #: 4350 CITY OF FEDERAL WAY LAW DEPARTMENT ROUTING FORM 1. ORIGINATING DEPT/DIV: PUBLIC WORKS / TRAFFIC 2. ORIGINATING STAFF PERSON: Rick Perez EXT: 2743 3. DATE REQ. BY:12/19/2023 .3. TYPE OF DOCUMENT (CHECK ONE): ❑ CONTRACTOR SELECTION DOCUMENT (E.G., RFB, RFP, RFQ) ❑ PUBLIC WORKS CONTRACT ❑ SMALL OR LIMITED PUBLIC WORKS CONTRACT ❑ 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#): 1 9-029 ❑ INTERLOCAL ❑ OTHER 4. PROJECT NAME: -On -Call Traffic Services 5. NAME OF CONTRACTOR: Transpo Group USA, Incorporated ADDRESS: 12131 113th Ave NE. Suite 203, Kirkland WA 98034 TELEPHONE:425-821-3665 E-MAIL: ion .pa I ; transl2ogroup.com FAX: SIGNATURE NAME: Jon Pascal TITLE: Principal 6. EXHIBITS AND ATTACHMENTS: ❑ 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: 3/1 5/201 9 COMPLETION DATE: 12/31 /2025 8. TOTAL COMPENSATION: $ Up to $200000.00 No change) (INCLUDE EXPENSES AND SALES TAX, IF ANY) (IF CALCULATED ON HOURLY LABOR CHARGE - ATTACH SCHEDULES OF EMPLOYEES TITLES AND HOLIDAY RATES) REIMBURSABLE EXPENSE: ❑ YES ❑ NO IF YES, MAXIMUM DOLLAR AMOUNT: $ IS SALES TAX OWED: ❑ YES ❑ NO IF YES, $ PAID BY: ❑ CONTRACTOR ❑ CITY RETAINAGE: RETAINAGE AMOUNT: J3 RETAINAGE AGREEMENT (SEE CONTRACT) OR ❑ RETAINAGE BOND PROVIDED ❑ PURCHASING: PLEASE CHARGE TO: do Of\& 9. DOCUMENT / CONTRACT REVIEW NFrIAL / DATE REVIEWED INITIAL / DATE APPROVED 8 PROJECT MANAGER 6 DIVISION MANAGER RAP 105 Dec 2023 iS DEPUTY DIRECTOR DSW 1216123 6 DIRECTOR ❑ RISK MANAGEMENT (IF APPLICABLE) 8 LAW DEPT TMW 12M23 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: 12/8123 DATE REC' D: 12/14/23 ❑ 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 DEPT t VOSIGNATORY (MAYOR OR DIRECTOR) ❑ CITY CLERK ❑ ASSIGNED AG # AG# kl i'-c QqQq ❑ SIGNED COPY RETURNED DATE SENT: V;:) . p1r_7,�r1i COMMENTS: EXECUTE' " ORIGINALS Term amendment to 12/31/2025 without increased compensation. Con(mclor will not commence work until the City Provides written aulhcrization with agreed budget and schedule 1 /2020 4'SFCITY OF CITY HALL Federal Wa Feder l Avenue South ederal Way, WA 98003-6325 (253) 835-7000 www cityoffederatway.com AMENDMENT NO.4 TO PROFESSIONAL SERVICES AGREEMENT FOR ON -CALL TRAFFIC SERVICES This Amendment ("Amendment No. 4") is made between the City of Federal Way, a Washington municipal corporation ("City"), and Transpo Group USA, Inc., a Washington corporation ("Contractor"). The City and Contractor (together "Parties"), for valuable consideration and by mutual consent of the Parties, agree to amend the original Agreement for On -Call Traffic Services ("Agreement") dated effective March 15, 2019, as amended by Amendment No(s). 1, 2, and 3 as follows: 1. AMENDED TERM. The term of the Agreement, as referenced by Section 1 of the Agreement and any prior amendments thereto, shall be amended and shall continue until the completion of the Services, but in any event no later than December 31, 2025 ("Amended Term"). 2. GENERAL PROVISIONS. All other terms and provisions of the Agreement, together with any prior amendments thereto, not modified by this Amendment, shall remain in full force and effect. Any and all acts done by either Party consistent with the authority of the Agreement, together with any prior amendments thereto, after the previous expiration date and prior to the effective date of this Amendment, are hereby ratified as having been performed under the Agreement, as modified by any prior amendments, as it existed prior to this Amendment. The provisions of Section 13 of the Agreement shall apply to and govern this Amendment. The Parties whose names appear below swear under penalty of perjury that they are authorized to enter into this Amendment, which is binding on the parties of this contract. [Signature page follows] AMENDMENT - 1 - Rev. 4/2023 CITY OF Federal Way CITY HALL 33325 8th Avenue South Federal Way, VVA 98003-6325 (253) 835-7000 www cityofl'ederalway. com IN WITNESS, the Parties execute this Agreement below, effective the last date written below. CITY OF FEDERAL WAY: By; _ (:: W. 4VO�4zv� Jim Kell, Mayor DATE: �A3 TRANSPO GROUP USA, INC.: By: Printed Name: Jon Pascal, PE, PTOE Title: Principal DATE: I ,)-It i/ 20 �3 STATE OF WASHINGTON ) ) ss. COUNTY OF ) ATTEST: q�p�&4kwl ph nie Courtney, CMC, ity Clerk AP ROVED AS TO FO Ryan Call, City AttorW On this day personally appeared before me Jon Pascal, to me known to be the Principal of Transpo Group USA, Inc., that executed the within and 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 or she was authorized to execute said instrument and that the seal affixed, if any, is the corporate seal of said corporation. GIVEN under my hand and official seal this f I day of D C CexMbCf 20Z3 ,-%%!- .DACES-•.%. •,v ..TT'6' I�p- "NG1,W0006j164110�,• Notary's signature Notary's printed name R-,AOICA Notary Public in and for )e State of Washington. My commission expires q 1 3(212 7 AMENDMENT - 2 - Rev. 4/2023 12/5/23, 4:44 PM Corporations and Charities System BUSINESS INFORMATION Business Name: TRANSPO GROUP USA, INCORPORATED UBI Number: 603 258 009 Business Type: WA PROFIT CORPORATION Business Status: ACTIVE Principal Office Street Address: 12131 113TH AVE NE STE 203, KIRKLAND, WA, 98034-6944, UNITED STATES Principal Office Mailing Address: 12131 113TH AVE NE, SUITE 203, KIRKLAND, WA, 98034-6944, UNITED STATES Expiration Date: 12/31/2024 Jurisdiction: UNITED STATES, WASHINGTON Formation/ Registration Date: 12/05/2012 Period of Duration: PERPETUAL Inactive Date: Nature of Business: PROFESSIONAL, SCIENTIFIC & TECHNICAL SERVICES REGISTERED AGENT INFORMATION Registered Agent Name: BRUCE HALDORS Street Address: 12131 113TH AVE NE STE 203, KIRKLAND, WA, 98034-6944, UNITED STATES Mailing Address: 12131 113TH AVE NE STE 203, KIRKLAND, WA, 98034-6944, UNITED STATES GOVERNORS Title Governors Type GOVERNOR INDIVIDUAL GOVERNOR INDIVIDUAL GOVERNOR INDIVIDUAL GOVERNOR INDIVIDUAL GOVERNOR INDIVIDUAL Entity Name First Name Last Name BRUCE HALDORS MCKINNEY JR DANIEL SWENSON MICHAEL BRINKERHOFF SARAH KEVIN COLLINS hftps://ccfs.sos.wa.gov/#/BusinessSearch/Businessinformation 1 /1 12/5/23, 4:44 PM Washington State Department of Revenue Washington State Department of Revenue < Business Lookup License Information: Entity name: TRANSPO GROUP USA, INCORPORATED Business TRANSPO GROUP USA, INCORPORATED name: Entity type: Profit Corporation UBI #: 603-258-009 \ Business ID: 001 Location ID: 0001 Location: Active Location address: Mailing address: 12131 113TH AVE NE STE 203 KIRKLAND WA 98034-6944 12131 113TH AVE NE STE 203 KIRKLAND WA 98034-6944 Excise tax and reseller permit status: Click here Secretary of State status: Click here New search Back to results https://secure.dor.wa.gov/gteunauth/_/#3 1 /4 12/5/23, 4:44 PM Washington State Department of Revenue Page 1 of 3 Endorsements Filter Endorsements held z License # Count Details Status Expiration First issua Arlington General Active Jan-31-2C Jan-26-2C Business - Non - Resident Bainbridge Island Active Dec-31-21 Apr-24-2( General Business - Non -Resident Bellingham . 053257 Active Feb-20-2( General Business Blaine General Active Dec-31-21 Mar-1 1-2 Business - Non-. Resident Carnation General Active Dec-31-21 Feb-24-2( Business - Non - Resident Covington General Active Dec-31-21 Nov-25-2 Business - Non - Resident Duvall General Active Aug-31-2 Aug-21-2 Business - Non - Resident Edgewood General Active Dec-31-21 Feb-21-2( Business - Non - Resident Ellensburg General Active Dec-31-21 Dec-27-21 Business - Non - Resident v https://secure.dor.wa.gov/gteunauth/_/#3 2/4 12/5/23, 4:44 PM Washington State Department of Revenue Endorsements held i License # Count Details Status Expiratior First issua Federal Way 17-10430, Active Dec-31-21 Sep-07-21 General Business - Non -Resident Ferndale General 60089 Active Dec-31-21 Jun-24-2( Business - Non - Resident Issaquah General Active Dec-31-21 Feb-24-2( Business - Non - Resident Kirkland General BUS2764( Active Dec-31-21 Jan-06-2C Business Lake Stevens Active Dec-31-21 Jul-07-20; General Business - Non -Resident Lakewood General BL15-001 Active Dec-31-21 Apr-09-2( Business - Non - Resident Governing People May include governing people not registered with Secretary of State Governing people Title COLLINS, KEVIN DANIEL, MCKINNEY JR G HALDORS, BRUCE R MICHAEL, SWENSON J SARAH, BRINKERHOFF A hftps://secure.dor.wa.gov/gteunauth/—/#3 3/4 12/5/23, 4:44 PM Washington State Department of Revenue Registered Trade Names Registered trade names Status First issued TRANSPO Active Feb-25-2021 The Business Lookup information is updated nightly. Search date and time: 12/5/2023 4:44:52 PM Contact us How are we doing? Take our survey! Don't see what you expected? Check if your browser is supported https://secure.dor.wa.gov/gteunauth/_/#3 4/4 transpo,-)-.Dup C�F WHAT TRANSPORTATION CAN BE. Proiect Contract Signature Authoritv The Principals of the firm are solely authorized to sign legally binding project contracts on behalf of the firm. Prior to signing, all contracts must be reviewed by the firm's risk management. The following Principals are delegated authority to sign legally binding project contracts: Bruce R. Haldors Michael J. Swenson Kevin R. Collins Jon C. Pascal Daniel G. McKinney Kevin L. Jones Patrick B. Lynch John H. Duesing Approved by: �((�4U94� I Bruce R. Haldors President/CEO Transpo Group USA, Inc. Last updated: January 1, 2019 12131 113th Avenue NE, Suite 203, Kirkland, WA 98034 1 425.821.3665 1 transpogroup.com RETURN TO: PW ADMIN EXT: 2700 ID #: 4172 CITY OF FEDERAL WAY LAW DEPARTMENT ROUTING FORM 1. ORIGINATING DEPT/DIV: PUBLIC WORKS / Traffic Division 2. 3. ORIGINATING STAFF PERSON: Sarady Long EXT: 2743 3. DATE REQ. BY: 11 /28/22 TYPE OF DOCUMENT (CHECK ONE): ❑ CONTRACTOR SELECTION DOCUMENT (E.G., RFB, RFP, RFQ) ❑ PUBLIC WORKS CONTRACT ❑ SMALL OR LIMITED PUBLIC WORKS CONTRACT ❑ PROFESSIONAL SERVICE AGREEMENT ❑ MAINTENANCE AGREEMENT ❑ GOODS AND SERVICE AGREEMENT ❑ HUMAN SERVICES / CDBG ❑ REAL ESTATE DOCUMENT ❑ SECURITY DOCUMENT (E.G. BOND RELATED DOCUMENTS) ❑ ORDINANCE ❑ RESOLUTION 0 CONTRACT AMENDMENT (AG#): 19-029 ❑ INTERLOCAL 13 4. PROJECT NAME: On -Call Traffic Services 5. NAME OF CONTRACTOR: Transpo Group] USA, Inc. ADDRESS:12131 113th Ave NE Suite 203, Kirkland 98034 E-MAIL: lon.Dascal()tranSaoaroup.COrn SIGNATURE NAME jon Pascal TELEPHONE: 425-821-3665 FAX: TITLE: Principal 6. EXHIBITS AND ATTACHMENTS: ❑ 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: 3-15-2019 COMPLETION DATE: 12/31 /2023 8. TOTAL COMPENSATION: $Up to $200,000 (No Change) (INCLUDE EXPENSES AND SALES TAX, IF ANY) (IF CALCULATED ON HOURLY LABOR CHARGE - ATTACH SCHEDULES OF EMPLOYEES TITLES AND HOLIDAY RATES) REIMBURSABLE EXPENSE: ❑ YES ❑ NO IF YES, MAXIMUM DOLLAR AMOUNT: $ IS SALES TAX OWED: ❑ YES 0 NO IF YES, $ PAID BY: ❑ CONTRACTOR ❑ CITY RETAINAGE: RETAINAGE AMOUNT: ❑ RETAINAGE AGREEMENT (SEE CONTRACT) OR ❑ RETAINAGE BOND PROVIDED ❑ PURCHASING: PLEASE CHARGE TO: 101-430-023-054-310-410 9. DOCUMENT / CONTRACT REVIEW 6 PROJECT MANAGER 6 DIVISION MANAGER ❑ DEPUTY DIRECTOR ❑ DIRECTOR ❑ RISK MANAGEMENT (IF APPLICABLE) - 11 LAW DEPT 10. COUNCIL APPROVAL (IF APPLICABLE) INITIAL / DATE REVIEWED INITIAL / DATE APPROV ED SL 11/8/222 RAP / 08 Nov 2022 DSW 1119/22 EJW 11/10/2022 TMW 11/10/22 SCHEDULED COMMITTEE DATE: SCHEDULED COUNCIL DATE: COMMITTEE APPROVAL DATE: COUNCIL APPROVAL DATE: 11. CONTRACT SIGNATURE ROUTING /SENT TO VENDOR/CONTRACTOR DATE SENT: `) to 1 2'2- DATE REC' D: Z2 n ATTACH: S[GNAT UREAUTHORITY, INSURANCE CERTIFICATE, LICENSES, EXHIBITS ❑ CREATE ELECTRONIC REMINDER/NOTIFICATION FOR l 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.SMNED ❑ FINANCE DEPARTMENT rd LAW DEPT ,V SIGNATORY (MAYOR OR DIRECTOR) 7,tITY CLERIC SSIGNED AG # 5IGNED COPY RETURNED COMMENTS: EXECUTE " 1 " ORIGINALS Term amendment to Dec, 2023 without increase compensation. Contractor will not commence work until City provide written authorization with agreed budget and schedule 1/2020 CITY OF CITY HALL "S Federal Way Feder 8th Avenue South Federal Way, WA 98003-6325 (253) 835-7000 www_ o1yoffederalway. com AMENDMENT NO.3 TO PROFESSIONAL SERVICE AGREEMENT FOR ON -CALL TRAFFIC SERVICES This Amendment ("Amendment No. 3") is made between the City of Federal Way, a Washington municipal corporation ("City"), and Transpo Group USA, Inc., a Washington corporation ("Contractor"). The City and Contractor (together "Parties"), for valuable consideration and by mutual consent of the Parties, agree to amend the original Agreement for On -Call Traffic Services ("Agreement") dated effective March 15, 2019, as amended by Amendment No(s). 1, and 2 as follows: 1. AMENDED TERM. The term of the Agreement, as referenced by Section 1 of the Agreement and any prior amendments thereto, shall be amended and shall continue until the completion of the Services, but in any event no later than December 31, 2023 ("Amended Term"). 2. GENERAL PROVISIONS. All other terms and provisions of the Agreement, together with any prior amendments thereto, not modified by this Amendment, shall remain in full force and effect. Any and all acts done by either Party consistent with the authority of the Agreement, together with any prior amendments thereto, after the previous expiration date and prior to the effective date of this Amendment, are hereby ratified as having been performed under the Agreement, as modified by any prior amendments, as it existed prior to this Amendment. The provisions of Section 13 of the Agreement shall apply to and govern this Amendment. The Parties whose names appear below swear under penalty of perjury that they are authorized to enter into this Amendment, which is binding on the parties of this contract. [Signature page follows] AMENDMENT #3 - 1 - Rev. 3/2017 CITY OF CITY HALL "S Feder Federa I Way 8th Avenue South Federal Way, WA 98003-6325 (253) 835-7000 wwwritynSede►alway. com IN WITNESS, the Parties execute this Agreement below, effective the last date written below. CITY OF FEDERAL WAY: 00 By:_00�0'awv000 Jim rre , Mayor DATE: r_ TRANSPO GROUP USA, INC.: By: Printed Name: cam,�Ylj Title: Pr •i\- C i p DATE: no v-A 2-727- STATE OF WASHINGTON ) ) ss. COUNTY OF L�r ATTEST: APPROVED AS TO FORM: c d Ryan Call, City A�ttor#�� On this day personally appeared before me M �C L4&&t nyW_, to me known to be the f m[\wk of 1 icn p 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 I Li day of N] QV exY)biff , 202Z Notary's signature r Notary's printed name AC1a Notary Public in and far the State of Washington. My commission expires (341301292-3 AMENDMENT #3 - 2 - Rev. 3/2017 11 /8/22, 11:49 AM Washington State Department of Revenue Washington State Department of Reve„— < Business Lookup License Information: New search Back to results Entity name: TRANSPO GROUP USA, INCORPORATED Business name: TRANSPO GROUP USA, INCORPORATED Entity type: Profit Corporation UBI #: 603-258-009 Business ID: 001 Location ID: 0001 Location: Active Location address: 12131 113TH AVE NE STE 203 KIRKLAND WA 98034-6944 Mailing address: 12131 113TH AVE NE STE 203 KIRKLAND WA 98034-6944 Excise tax and reseller permit status: Click here Secretary of State status: Click here Page 1 of 3 Endorsements Filter Endorsements held at this loc License # Count Details Status Expiration dat First issuance Bainbridge Island General Active Dec-31-2022 Apr-24-2019 Business - Non -Resident Bellingham General 053257 Active Feb-20-2014 Business Blaine General Business - Active Dec-31-2022 Mar-11-2014 Non -Resident Carnation General Business Active Dec-31-2022 Feb-24-2014 - Non -Resident hftps://secure.dor.wa.gov/gteunauth/—/#3 1/3 11/8/22, 11:49 AM Washington State Department of Revenue Endorsements held at this loc License # Count Details Status Covington General Active Business - Non -Resident Edgewood General Active Business - Non -Resident Ellensburg General Active Business - Non -Resident Federal Way General 17-104304-00 Active Business - Non -Resident Ferndale General Business - 60089 Active Non -Resident Issaquah General Business Active - Non -Resident Kirkland General Business BUS27640 Active Lake Stevens General Active Business - Non -Resident Lakewood General Business BL15-00157 Active - Non -Resident Marysville General Business 3665SVC114 Active - Non -Resident Mercer Island General 170419 Active Business - Non -Resident Governing People May include governing people not registered with Secretary of State Governing people Title DANIEL, MCKINNEYJRG HALDORS, BRUCE R MICHAEL, SWENSON J SARAH, BRINKERHOFF A Registered Trade Names Registered trade names Status TRANSPO Active Expiration dat First issuance Dec-31-2022 Nov-25-2020 Dec-31-2022 Feb-21-2014 Dec-31-2022 Dec-27-2021 Dec-31-2022 Sep-07-2017 Dec-31-2022 Jun-24-2020 Dec-31-2022 Feb-24-2014 Dec-31-2022 Jan-06-2019 Dec-31-2022 Jul-07-2021 Dec-31-2022 Apr-09-2015 Dec-31-2022 Feb-28-2014 Dec-31-2022 Oct-09-2019 First issued Feb-25-2021 - https://secure.dor.wa.gov/gteunauth/_/#3 213 11 /8/22, 11:49 AM Washington State Department of Revenue The Business Lookup information is updated nightly. Search date and time: 11/8/2022 11:49:52 AM Contact us How are we doing? Take our survey! Don't see what you expected? Check if your browser is supported https://secure.dor.wa.gov/gteunauth/_/#3 3/3 11 /8/22, 11:48 AM Corporations and Charities System ir,rssCAt�ri11 s-and Charities Filing System BUSINESS INFORMATION Business Name: TRANSPO GROUP USA, INCORPORATED UBI Number: 603 258 009 Business Type: WA PROFIT CORPORATION Business Status: ACTIVE Principal Office Street Address: 12131 113TH AVE NE STE 203, KIRKLAND, WA, 98034-6944, UNITED STATES Principal Office Mailing Address: 12131 113TH AVE NE, SUITE 203, KIRKLAND, WA, 98034-6944, UNITED STATES Expiration Date: 12/31/2022 Jurisdiction: UNITED STATES, WASHINGTON Formation/ Registration Date: 12/05/2012 Period of Duration: PERPETUAL Inactive Date: Nature of Business: PROFESSIONAL, SCIENTIFIC &TECHNICAL SERVICES REGISTERED AGENT INFORMATION Registered Agent Name: BRUCE HALDORS Street Address: 12131 113TH AVE NE STE 203, KIRKLAND, WA, 98034-6944, UNITED STATES Mailing Address: 12131 113TH AVE NE STE 203, KIRKLAND, WA, 98034-6944, UNITED STATES GOVERNORS https:Hcafs.sos.wa.gov/#/BusinessSearch/Businessinformation 1 /2 11/8/22, 11:48 AM Corporations and Charities System Title Governors Type Entity Name First Name Last Name GOVERNOR INDIVIDUAL BRUCE HALDORS GOVERNOR INDIVIDUAL MCKINNEYJR DANIEL GOVERNOR INDIVIDUAL SWENSON MICHAEL GOVERNOR INDIVIDUAL BRINKERHOFF SARAH Back Filing History 11 Name History Print I Return to Business Search https:Hccfs.sos.wa.gov/#/BusinessSearch/Businesslnformation 2/2 RETURN TO: PW ADMIN EXT: 2700 ID #: 4036 CITY OF FEDERAL WAY LAW DEPARTMENT ROUTING FORM 1. ORIGINATING DEPT/DIv: 2. 3. Traffic Division ORIGINATING STAFF PERSON: Sarady Long EXT: 2743 3. DATE REQ. BY: Dec. 27, 2021 TYPE OF DOCUMENT (CHECK ONE): ❑ CONTRACTOR SELECTION DOCUMENT (E.G., RFB, RFP, RFQ) ❑ PUBLIC WORKS CONTRACT ❑ SMALL OR LIMITED PUBLIC WORKS CONTRACT ❑ PROFESSIONAL SERVICE AGREEMENT ❑ MAINTENANCE AGREEMENT ❑ GOODS AND SERVICE AGREEMENT ❑ HUMAN SERVICES / CDBG ❑ REAL ESTATE DOCUMENT ❑ SECURITY DOCUMENT (E.G. BOND RELATED DOCUMENTS) ❑ ORDINANCE ❑ RESOLUTION m CONTRACT AMENDMENT (AG#): 19-029 ❑ INTERLOCAL ❑ OTHER 4. PROJECT NAME: On -Call Traffic Services Amendment #2 5. NAME OF CONTRACTOR ADDRESS: 12131 113 E-MAIL: I D n .17aSCal lrQ SIGNATURE NAME: Jon Transi)o Group USA, Inc. 6. EXHIBITS AND ATTACHMENTS: 0 SCOPE, WORK OR SERVICES REFERENCED EXHIBITS ❑ PROOF OF AUTHORITY TO SIGN CFW LICENSE # BL, EXP. 12/31/_ 7. TERM: COMMENCEMENT DATE: 3-15-2019 TELEPHONE: 42b-till -:ibbb FAX: TITLE: Principal ❑ COMPENSATION ❑ INSURANCE REQUIREMENTS/CERTIFICATE ❑ ALL OTHER ❑ REQUIRED LICENSES ❑ PRIOR CONTRACT/AMENDMENTS UBI # , EXP. COMPLETION DATE. 12-31-2022 8. TOTAL COMPENSATION: $ No Change (INCLUDE EXPENSES AND SALES TAX, IF ANY) (IF CALCULATED ON HOURLY LABOR CHARGE - ATTACH SCHEDULES OF EMPLOYEES TITLES AND HOLIDAY RATES) REIMBURSABLE EXPENSE: ❑ YES ❑ NO IF YES, MAXIMUM DOLLAR AMOUNT: $ IS SALES TAX OWED: ❑ YES ❑ NO IF YES, $ PAID BY: ❑ CONTRACTOR ❑ CITY RETAINAGE: RETAINAGE AMOUNT: a RETAINAGE AGREEMENT (SEE CONTRACT) OR ❑ RETAINAGE BOND PROVIDED ❑ PURCHASING: PLEASE CHARGE TO: 101430023054310410 9. DOCUMENT / CONTRACT REVIEW 11 PROJECT MANAGER 8 DIVISION MANAGER ❑ DEPUTY DIRECTOR ❑ DIRECTOR ❑ RISK MANAGEMENT (IF APPLICABLE) 8 LAW DEPT 10. COUNCIL APPROVAL (IF APPLICABLE) 11. CONTRACT SIGNATURE ROUTING INITIAL / DATE REVIEWED SL - 12/10/2021 RAP 10 Dec 2021 EJW for DSW 1211412021 tvyf� MP 12/15/2021 SCHEDULED COMMITTEE DATE: SCHEDULED COUNCIL DATE: INITIAL / DATE APPROVED COMMITTEE APPROVAL DATE: COUNCIL APPROVAL DATE: ❑ SENT TO VENDOR/CONTRACTOR DATE SENT: 12/16/21 DATE REC' D: 12128/21 ❑ 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 6 LAW DEPT d 12 9 2Q1,1 6 SIGNATORY (MAYOR OR DIRECTOR) 6 CITY CLERK Q ii 2 ASSIGNED AG # AG_ L Z SIGNED COPY RE M u DATE SENT: COMMENTS: EXECUTE " " ORIGINALS Amend AG#19-029 to extend term until Dec. 2022. 1/2020 Clry OF CITY HALL A%%A,Federal Way Feder 8th Avenue South Federal Way, WA 98003-6325 (253) 835-7000 www. cityofederalway. com AMENDMENT NO.2 TO PROFESSIONAL SERVICE AGREEMENT FOR ON -CALL TRAFFIC SERVICES This Amendment ("Amendment No. 2") is made between the City of Federal Way, a Washington municipal corporation ("City"), and Transpo Group USA, Inc., a Washington corporation ("Contractor"). The City and Contractor (together "Parties"), for valuable consideration and by mutual consent of the Parties, agree to amend the original Agreement for On -call traffic services ("Agreement") dated effective March 15, 2019, as amended by Amendment No. 1 as follows: 1. AMENDED TERM. The term of the Agreement, as referenced by Section 1 of the Agreement and any prior amendments thereto, shall be amended and shall continue until the completion of the Services, but in any event no later than December 31, 2022 ("Amended Term"). 2. GENERAL PROVISIONS. All other terms and provisions of the Agreement, together with any prior amendments thereto, not modified by this Amendment, shall remain in full force and effect. Any and all acts done by either Parry consistent with the authority of the Agreement, together with any prior amendments thereto, after the previous expiration date and prior to the effective date of this Amendment, are hereby ratified as having been performed under the Agreement, as modified by any prior amendments, as it existed prior to this Amendment. The provisions of Section 13 of the Agreement shall apply to and govern this Amendment. The Parties whose names appear below swear under penalty of perjury that they are authorized to enter into this Amendment, which is binding on the parties of this contract. [Signature page follows] AMENDMENT #3 - 1 - Rev. 3/2017 CITY OF CITY HALL A* 33325South Federal Way Feder 8th Avenue 8003 Federal Way, WA 98003-6325 (253) 835-7000 www. cityofrederalway.. com IN WITNESS, the Parties execute this Agreement below, effective the last date written below. CITY OF FEDERAL WAY: 00 By: Ji errefl, Mayor DATE: TRANSPO GROUP USA, INC.: IM Name: Jon Pascal. PE. PTOE Title: Principal DATE: 6 % Zv 21 STATE OF WASHINGTON ) ss. COUNTY OF -�) ATTEST: S plYanie Courtney, C ity Clerk APPROVED AS TO FORM: k /— — // 41- Ryan Call, City Attom On this day personally appeared before me Jon Pascal, to me known to be the Principal of Transpo Group USA, Inc., 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 110 day of eCeMbe/C , 20Zk. Notary's signature r Notary's printed name Notary Public in and f r the State of Washington. My commission expires oL4— J(�-ZC, 3 _ AMENDMENT #3 -2- Rev. 3/2017 transpo,:-�,'OU - V,. FIAT TRANSPORTATION CAN BE Project Contract Signature Authority The Principals of the firm are solely authorized to sign legally binding project contracts on behalf of the firm. Prior to signing, all contracts must be reviewed by the firm's risk management. The following Principals are delegated authority to sign legally binding project contracts: Bruce R. Haldors Michael J. Swenson Kevin R. Collins Jon C. Pascal Daniel G. McKinney Kevin L. Jones Patrick B. Lynch John H. Duesing Approved by: 6ruce R. Haldors President/CEO Transpo Group USA, Inc. Last updated: January 1, 2019 12131 113th Avenue NE, Suite 203, Kirkland, WA 98034 1 425.821.3665 1 transpogroup.com DATE (MM/DD/YYYY) ,4cc'►rn° CERTIFICATE OF LIABILITY INSURANCE F2/22/2021 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must have ADDITIONAL INSURED provisions or be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). PRODUCER CONTACT NAME: Jennifer A uirre AssuredPartners Design Professionals Insurance Services, LLC PHONE FAX 3697 Mt. Diablo Blvd Suite 230 _(htC. No. Ex* (510) 465-3090 _(A)C. N©y Lafayette CA 94549 ADDRESS: DesignProCerts@AssuredPaftners.com INSURED Transpo Group USA, Inc. 12131 113th Ave NE, Suite 203 Kirkland, WA 98034 425 821-3665 INSURER(S) AFFORDING COVERAGE NAIC # License# 6003745 INSURERA: BeaZley Insurance Company Inc 37540 TRANGRO-08 INSURER B : Travelers Property Casualty Company of America 25674 INSURERC: HARTFORD INSURANCE COMPANY 38288 INSURER D: The Travelers Indemnity Company of Connecticut 25682 INSURER E : COVERAGES CERTIFICATE NUMBER:883984862 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 ADDL SUBR POLICY EFF POLICY EXP LTR TYPE OF INSURANCE IN2512WVI2POLICY NUMBER MM/DDIYYYY MMIDDAIL LIMITS D X COMMERCIAL GENERAL LIABILITY Y Y 68051-1922543 1/1/2022 1/1/2023 EACH OCCURRENCE $1,000.000 rCLAIMS -MADE I X OCCUR PREMISES(Ea occurrence $1.000,000 MED EXP (Any one person) $ 5.000 PERSONAL 8 ADV INJURY X XCU Included $ 1.000.000 GEN'L AGGREGATE LIMIT APPLIES PER: GENERAL AGGREGATE $2,000,000 POLICY ❑ PRO LOC J $ 2,000,000 PRODUCTS - COMP/OP AGG Is OTHER: D AUTOMOBILE LIABILITY _ Y Y BA3R390266 1/1/2022 1/1/2023 COMBINEDSI14GLEDMIT Ea acc dent $1,000,000 BODILY INJURY (Per person) $ ANY AUTO OWNED SCHEDULED AUTOS ONLY AUTOS BODILY INJURY (Per accident) $ _ X HIRED x NON -OWNED AUTOS ONLY AUTOS ONLY pfiOPERTYpAMAGE Per accident $ B X UMBRELLALIAB X OCCUR CUP4F625338 1/1/2022 1/1/2023 EACH OCCURRENCE $ 5,000,000 $ 5,000,ODO EXCESS LIAR CLAIMS -MADE AGGREGATE DED X RETENTION $ C D WORKERS COMPENSATION AND EMPLOYERS' LIABILITY Y/N Y 57WECZS7222 1/1/2022 1/1/2023 X PER OTH- 6805H922543 1/1/2022 1/1/2023 L_STATUTE ER ` WASto Gap ANYPROPRIETOR/PARTNER/EXECUTIVE E.L. EACH ACCIDENT $ 1.000.000 OFFICER/MEMBER EXCLUDED? ❑ NIA (Mandatory In NH) E.L. DISEASE - EA EMPLOYEE $ 1,000,000 If yes, describe under DESCRIPTION OF OPERATIONS below E.L DISEASE -POLICY LIMIT $ 1,000,000 A Professional Liability I C1D535220601 1/1/2022 1/1/2023 $2.000.000 Per Claim Claims Made Form $4,000,000 Annual Aggregate DESCRIPTION OF OPERATIONS I LOCATIONS I VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached if more space is required) Project Name/Number: Federal Way On -Call Traffic Services 18389.00 — City of Federal Way is named as Additional Insured as respects General and Auto Liability as required per written contract or agreement. General Liability insurance is Primary/Non-Contributory per policy form wording. Ur—K I If-1LA 1 t HULUtK L Arvl.tLLA 11Ury JU U2Y NUL,/"I U IJaV TOr INOIIl'ay OT Vrem City of Federal Way 33325 8th Avenue South Federal Way WA 98003-6325 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 E ©1988-2015 ACORD CORPORATION. All rights reserved. ACORD 25 (2016/03) The ACORD name and logo are registered marks of ACORD COMMERCIAL GENERAL LIABILITY POLICY NUMBER: 6805H922543 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. ADDITIONAL INSURED - OWNERS, LESSEES OR CONTRACTORS - COMPLETED OPERATIONS This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART SCHEDULE Name Of Additional Insured Person(s) Or Organization(s): Any person or organization that you agree in a written contract to include as an additional insured on this Coverage Part for "bodily injury" or "property damage" included in the "products - completed operations hazard", provided that such contract was signed and executed by you before, and is in effect when, the bodily injury or property damage occurs. Location And Description Of Completed Operations Any project to which an applicable contract described in the Name of Additional Insured Person(s) or Organization(s) section of this Schedule applies. Information required to complete this Schedule, if not shown above, will be shown in the Declarations. Section II — Who Is An Insured is amended to in- clude as an additional insured the person(s) or or- ganization(s) shown in the Schedule, but only with respect to liability for "bodily injury" or "property dam- age" caused, in whole or in part, by "your work" at the location designated and described in the schedule of this endorsement performed for that additional in- sured and included in the "products -completed opera- tions hazard". CG 20 37 07 04 © ISO Properties, Inc., 2004 Page 1 of 1 CG T8 02 XX XX COMMERCIAL GENERAL LIABILITY POLICY NUMBER 6805H922543 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. ADDITIONAL INSURED - OWNERS, LESSEES OR CONTRACTORS - SCHEDULER PERSON OR ORGANIZATION This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART SCHEDULE Names of Additional Insured Person(s) or Organ izati on (s): Any person or organization that you agree in a written contract to include as an additional insured on this Coverage Part, provided that such written contract was signed by you before, and is in effect when, the "bodily injury" or "property damage" occurs or the "personal injury" or "advertising injury" offense is committed. Location of Covered Operations: Any project to which a written contract with the Additional Insured Person(s) or Organization(s) in the Schedule applies. (Information required to complete this Schedule, if not shown above, will be shown in the Declarations.) A. Section II — Who Is An Insured is amended to in- clude as an additional insured the person(s) or organization(s) shown in the Schedule, but only with respect to liability for "bodily injury", "property damage", "personal injury" or "advertising injury" caused, in whole or in part, by: 1. Your acts or omissions; or 2. The acts or omissions of those acting on your behalf; in the performance of your ongoing operations for the additional insured(s) at the location(s) desig- nated above. B. With respect to the insurance afforded to these additional insureds, the following additional exclu- sions apply: This insurance does not apply to "bodily injury" or "property damage" occurring, or "personal injury" or "advertising injury" arising out of an offense committed, after: 1. All work, including materials, parts or equip- ment furnished in connection with such work, on the project (other than service, mainte- nance or repairs) to be performed by or on behalf of the additional insured(s) at the loca- tion of the covered operations has been com- pleted; or 2. That portion of "your work" out of which the injury or damage arises has been put to its in- tended use by any person or organization other than another contractor or subcontrac- tor engaged in performing operations for a principal as a part of the same project. CG D3 61 03 05 Copyright 2005 The St. Paul Travelers Companies, Inc. All rights reserved. Page 1 of 1 CG T8 01 XX XX Includes copyrighted material of Insurance Services Office, Inc. with its permission. DATE OF ISSUE: 01/01/2022 Policy # 68051-1922543 COMMERCIAL GENERAL LIABILITY c. Method Of Sharing If all of 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. d. Primary And Non -Contributory Insurance If Required By Written Contract If you specifically agree in a written contract or agreement that the insurance afforded to an insured under this Coverage Part must apply on a primary basis, or a primary and non- contributory basis, this insurance is primary to other insurance that is available to such insured which covers such insured as a named insured, and we will not share with that other insurance, provided that: (1) The "bodily injury' or "property damage" for which coverage is sought occurs; and (2) The "personal and advertising injury" for which coverage is sought is caused by an offense that is committed; subsequent to the signing of that contract or agreement by you. Premium Audit a. We will compute all premiums for this Coverage Part in accordance with our rules and rates. b. Premium shown in this Coverage Part as advance premium is a deposit premium only. At the close of each audit period we will compute the earned premium for that period and send notice to the first Named Insured. The due date for audit and retrospective premiums is the date shown as the due date on the bill. If the sum of the advance and audit premiums paid for the policy period is greater than the earned premium, we will return the excess to the first Named Insured. a. The statements in the Declarations are accurate and complete; b. Those statements are based upon representations you made to us; and c. We have issued this policy in reliance upon your representations. The unintentional omission of, or unintentional error in, any information provided by you which we relied upon in issuing this policy will not prejudice your rights under this insurance. However, this provision does not affect our right to collect additional premium or to exercise our rights of cancellation or nonrenewal in accordance with applicable insurance 7. Separation Of Insureds Except with respect to the Limits of Insurance, and any rights or duties specifically assigned in this Coverage Part 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 claim is made or "suit" is brought. 8. Transfer Of Rights Of Recovery Against Others To Us If the insured has rights to recover all or part of any payment 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. 9. When We Do Not Renew If we decide not to renewthis Coverage Part, we will mail or deliver to the first Named Insured shown in the Declarations written notice of the nonrenewal not less than 30 days before the expiration date. If notice is mailed, proof of mailing will be sufficient proof of notice_ SECTION V — DEFINITIONS 1. "Advertisement" means a notice that is broadcast or published to the general public or specific market segments about your goods, products or services for the purpose of attracting customers or supporters. For the purposes of this definition: c. The first Named Insured must keep records of a. Notices that are published include material the information we need for premium placed on the Internet or on similar electronic computation, and send us copies at such times means of communication; and as we may request. b. Regarding websites, only that part of a website 6. Representations that is about your goods, products or services By accepting this policy, you agree: for the purposes of attracting customers or supporters is considered an advertisement. Page 16 of 21 © 2017 The Travelers Indemnity Company. All rights reserved. CG T1 00 02 19 includes copyrighted material of Insurance Services Office, Inc. with its permission Policy # 68051-1922543 COMMERCIAL GENERAL LIABILITY occupational therapist or occupational therapy assistant, physical therapist or speech -language pathologist; or (b) First aid or "Good Samaritan services" by any of your "employees" or "volunteer workers", other than an employed or volunteer doctor. Any such "employees" or "volunteer workers" providing or failing to provide first aid or "Good Samaritan services" during their work hours for you will be deemed to be acting within the scope of their employment by you or performing duties related to the conduct of your business. 3. The following replaces the last sentence of Paragraph 5. of SECTION III — LIMITS OF INSURANCE: For the purposes of determining the applicable Each Occurrence Limit, all related acts or omissions committed in providing or failing to provide "incidental medical services", first aid or "Good Samaritan services" to any one person will be deemed to be one "occurrence". 4. The following exclusion is added to Paragraph 2., Exclusions, of SECTION I — COVERAGES — COVERAGE A — BODILY INJURY AND PROPERTY DAMAGE LIABILITY: Sale Of Pharmaceuticals "Bodily injury" or "property damage" arising out of the violation of a penal statute or ordinance relating to the sale of pharmaceuticals committed by, or with the knowledge or consent of the insured. 5. The following is added to the DEFINITIONS Section: "Incidental medical services" means: a. Medical, surgical, dental, laboratory, x- ray or nursing service or treatment, advice or instruction, or the related furnishing of food or beverages; or b. The furnishing or dispensing of drugs or medical, dental, or surgical supplies or appliances. 6. The following is added to Paragraph 4.b., Excess Insurance, of SECTION IV — COMMERCIAL GENERAL LIABILITY CONDITIONS: This insurance is excess over any valid and collectible other insurance, whether primary, excess, contingent or on any other basis, that is available to any of your "employees" for "bodily injury" that arises out of providing or failing to provide "incidental medical services" to any person to the extent not subject to Paragraph 2.a.(1) of Section II — Who Is An Insured. K. MEDICAL PAYMENTS — INCREASED LIMIT The following replaces Paragraph 7. of SECTION III — LIMITS OF INSURANCE: 7. Subject to Paragraph 5. above, the Medical Expense Limit is the most we will pay under Coverage C for all medical expenses because of "bodily injury" sustained by any one person, and will be the higher of: a. $10,000; or b. The amount shown in the Declarations of this Coverage Part for Medical Expense Limit. L. AMENDMENT OF EXCESS INSURANCE CONDITION — PROFESSIONAL LIABILITY The following is added to Paragraph 4.b., Excess Insurance, of SECTION IV — COMMERCIAL GENERAL LIABILITY CONDITIONS: This insurance is excess over any of the other insurance, whether primary, excess, contingent or on any other basis, that is Professional Liability or similar coverage, to the extent the loss is not subject to the professional services exclusion of Coverage A or Coverage B. M. BLANKET WAIVER OF SUBROGATION — WHEN REQUIRED BY WRITTEN CONTRACT OR AGREEMENT The following is added to Paragraph 8., Transfer Of Rights Of Recovery Against Others To Us, of SECTION IV — COMMERCIAL GENERAL LIABILITY CONDITIONS: If the insured has agreed in a written contract or agreement to waive that insured's right of recovery against any person or organization, we waive our right of recovery against such person or organization, but only for payments we make because of: a. "Bodily injury" or "property damage" that occurs; or b. "Personal and advertising injury" caused by an offense that is committed; subsequent to the signing of that contract or agreement. CG D3 79 02 19 © 2017 The Travelers Indemnity Company. All rights reserved. Page 5 of 6 Includes copyrighted material of Insurance Services Office, Inc with its permission Policy: BA3R390266 COMMERCIAL AUTO THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. BLANKET ADDITIONAL INSURED This endorsement modifies insurance provided under the following: BUSINESS AUTO COVERAGE FORM MOTOR CARRIER COVERAGE FORM The following is added to Paragraph c. in A.1., Who Is An Insured, of SECTION II — COVERED AUTOS LIABILITY COVERAGE in the BUSINESS AUTO COVERAGE FORM and Paragraph e. in A.1., Who Is An Insured, of SECTION II — COVERED AUTOS LIABILITY COVERAGE in the MOTOR CARRIER COVERAGE FORM, whichever Coverage Form is part of your policy: This includes any person or organization who you are required under a written contract or agreement between you and that person or organization, that is signed by you before the "bodily injury" or "property damage" occurs and that is in effect during the policy period, to name as an additional insured for Covered Autos Liability Coverage, but only for damages to which this insurance applies and only to the extent of that person's or organization's liability for the conduct of another "insured". CA T4 37 02 16 © 2016 The Travelers Indemnity Company. All rights reserved. Page 1 of 1 In( -.It APC rnnvrinhtarl matarial of Incnrnnna Raniirac Clffira Inr with its narmicsinn POLICY NUMBER: BA3R390266 COMMERCIAL AUTO THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. BLANKET ADDITIONAL INSURED - PRIMARY AND NON-CONTRIBUTORY WITH OTHER INSURANCE This endorsement modifies insurance provided under the following: BUSINESS AUTO COVERAGE FORM PROVISIONS 1. The following is added to Paragraph A.1.c., Who Is An Insured, of SECTION II — COVERED AUTOS LIABILITY COVERAGE: This includes any person or organization who you are required under a written contract or agreement between you and that person or organization, that is signed by you before the "bodily injury" or "property damage" occurs and that is in effect during the policy period, to name as an additional insured for Covered Autos Liability Coverage, but only for damages to which this insurance applies and only to the extent of that person's or organization's liability for the conduct of another "insured". 2. The following is added to Paragraph B.5., Other Insurance of SECTION IV — BUSINESS AUTO CONDITIONS: Regardless of the provisions of paragraph a. and paragraph d. of this part 5. Other Insurance, this insurance is primary to and non-contributory with applicable other insurance under which an additional insured person or organization is the first named insured when the written contract or agreement between you and that person or organization, that is signed by you before the "bodily injury" or "property damage" occurs and that is in effect during the policy period, requires this insurance to be primary and non-contributory. CA T4 74 02 16 © 2016 The Travelers Indemnity Company. All rights reserved. Page 1 of 1 Includes copyrighted material of Insurance Services Office, Inc. with its permission. Policy # BA3R390266 COMMERCIAL AUTO THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. BLANKET WAIVED OF SUBROGATION This endorsement modifies insurance provided under the following: AUTO DEALERS COVERAGE FORM BUSINESS AUTO COVERAGE FORM MOTOR CARRIER COVERAGE FORM The following replaces Paragraph A.5., Transfer of required of you by a written contract executed Rights Of Recovery Against Others To Us, of the prior to any "accident" or 'loss", provided that the CONDITIONS Section: "accident" or 'loss" arises out of the operations 5. Transfer Of Rights Of Recovery Against Oth- contemplated by such contract. The waiver ap- ers To Us plies only to the person or organization desig- We waive any right of recovery we may have nated in such contract. against any person or organization to the extent CA T3 40 02 15 © 2015 The Travelers Indemnity Company. All rights reserved. Page 1 of 1 Includes copyrighted material of Insurance Services Office, Inc. with its permission. THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. WORKERS' COMPENSATION BROAD FORM ENDORSEMENT EXTENDED OPTIONS Policy Number: "weczs7222 Endorsement Number: Effective Date: 01/01/2022 Effective hour is the same as stated on the Information Page of the policy. Named Insured and Address: Transpo Group USA, Inc. Kirkland, WA 9BO34 Section I of this endorsement expands coverage provided under WC 00 00 00. Section II of this endorsement provides additional coverage usually only provided by endorsement. Section III of this endorsement is a Schedule of Covered States. You may use the index to locate these coverage features quickly: CI IR_I;=rT SECTION I PARTS ONE and TWO 01 We Will Also Pay PART -THREE 02 How This Insurance Works PART - SIX 03 Transfer of Your Rights and Duties 04 Cancellation 05 Liberalization SECTION II VOLUNTARY COMPENSATION INSURANCE 06 Voluntary Compensation Insurance A. How This Insurance Applies B. We Will Pay C. Exclusions D. Before We Pay E. Recovery From Others F. Employers' Liability Insurance EMPLOYERS' LIABILITY STOP GAP ENDORSEMENT 07 Employers' Liability Stop Gap Coverage A. Stop Gap Coverage Limited to Montana, North Dakota, Ohio, Washington, West Virginia and Wyoming INDEX PAGE (SUBJECT 2 2 2 2 2 2 2 2 2 2 2 2 2 3 3 3 3 3 3 3 3 B. Part One Does Not Apply C. Application of Coverage D. Additional Exclusions E. West Virginia EXTENDED OPTIONS 01 Employers' Liability Insurance 02 Unintentional Failure to Disclose Hazards 03 Waiver of Our Right to Recover from Others 04 Foreign Voluntary Compensation A. How This Reimbursement Applies B. We Will Reimburse C. Exclusions D. Before We Pay E. Recovery From Others F. Reimbursement For Actual Loss Sustained G. Repatriation H. Endemic Disease 05 Longshore and Harbor Workers' Compensation Act Coverage Endorsement SECTION III 01 Schedule of Covered States PAGE 3 3 3 3 4 4 4 4 4 4 4 4 5 5 5 5 5 5 F o r m W C 9 9 0 3 0 1 B Printed in U.S.A. (Ed. 8/00) Process Date: © 2000, The Hartford Policy Expiration Date: Page 1 of 6 SECTION I PARTS ONE and TWO 1. WE WILL ALSO PAY D. We Will Also Pay of Part One (WORKERS' COMPENSATION INSURANCE); and E. We Will Also Pay of Part Two (EMPLOYERS' LIABILITY INSURANCE) is replaced by the following: We Will Also Pay We will also pay these costs, in addition to other amounts payable under this insurance, as part of any claim, proceeding, or suit we defend: the Information Page, coverage will not be afforded for that state unless we are notified within sixty days. PART SIX 3. Transfer Of Your Rights and Duties C. Transfer Of Your Rights and Duties of Part 6 (Conditions) is replaced by the following: Your rights or duties under this policy may not be transferred without our written consent. 1. reasonable expenses incurred at our request, INCLUDING loss of earnings; 4. 2. premiums for' bonds to release attachments and for appeal bonds in bond amounts up to the limit of our liability under this insurance; 3. litigation costs taxed against you; 4. interest on a judgment as required by law until we offer the amount due under this law; and 5. expenses we incur. 5. PART THREE 2. How This Insurance Applies Paragraph 4. of A. How This Insurance Applies of Part 3 (Other States Insurance) is replaced by the following: 4. If you have work on the effective date of this policy in any state not listed in Item 3.A. of SECTION II VOLUNTARY COMPENSATION AND EMPLOYERS' LIABILITY COVERAGE 6. Voluntary Compensation Insurance A. How This Insurance Applies This insurance applies to bodily injury by accident or bodily injury by disease. Bodily injury includes resulting death. 1. The bodily injury must be sustained by any officer or employee not subject to the workers' compensation law of any state shown in Item 3.A. of the Information Page. If you die and we receive notice within sixty days after your death, we will cover your legal representative as insured. Cancellation Paragraph 2. of D. Cancellation of Part 6 (Conditions) is replaced by the following: 2. We may cancel this policy. We must mail or deliver to you not less than 15 days advance written notice stating when the cancellation is to take effect. Mailing that notice to you at your mailing address shown in Item 1 of the Information Page will be sufficient to prove notice. Liberalization If we adopt a change in this form that would broaden the coverage of this form without extra charge, the broader coverage will apply to this policy. It will apply when the change becomes effective in your state. 2. The bodily injury must arise out of and in the course of employment or incidental to work in a state shown in Item 3.A. of the Information Page. 3. The bodily injury must occur in the United States of America, its territories or possessions, or Canada, and may occur elsewhere if the employee is a United States or Canadian citizen, or otherwise legal resident, and legally employed, in the United States or Canada and temporarily away from those places. Form WC 99 03 01 B Printed in U.S.A. (Ed. 8/00) Page 2 of 6 '4. Bodily injury by accident must occur during the policy period. 5. Bodily injury by disease must be caused or aggravated by the conditions of the officer's or employee's employment. The officer's or employee's last day of last exposure to the conditions causing or aggravating such bodily injury by disease must occur during the policy period. B. We Will Pay We will pay an amount equal to the benefits that would be required of you as if you and your employees were subject to the workers' compensation law of any state shown in Item 3.A. of the Information Page. We will pay those amounts to the persons who would be entitled to them under the law. C. Exclusion This insurance does not cover: 1. any obligation imposed by workers' compensation or occupational disease law or any similar law. 2. bodily injury intentionally caused or aggravated by you. 3. officers or employees who have elected not to be subject to the state workers' compensation law. 4. partners or sole proprietors not covered under the Standard Sole Proprietors, Partners, Officers and Others Coverage Endorsement. D. Before We Pay Before we pay benefits to the persons entitled to them, they must: 1. Release you and us, in writing, of all responsibility for the injury or death. 2. Transfer to us their right to recover from others who may be responsible for the injury or death. 3. Cooperate with us and do everything necessary to enable us to enforce the right to recover from others. If the persons entitled to the benefits of this insurance fail to do those things, our duty to pay ends at once. If they claim damages from you or from us for the injury or death, our duty to pay ends at once. E. Recovery From Others If we make a recovery from others, we will keep an amount equal to our expenses of recovery and the benefits we paid. We will pay the balance to the persons entitled to it. If the persons entitled to the benefits of this insurance make a recovery from others, they must reimburse us for the benefits we paid them. F. Employers' Liability Insurance Part Two (Employers' Liability Insurance) applies to bodily injury covered by this endorsement as though the State of Employment was shown in Item 3.A. of the Information Page. This provision 6. does not apply in New Jersey or Wisconsin. EMPLOYERS' LIABILITY STOP GAP COVERAGE 7. Employers' Liability Stop Gap Coverage A. This coverage only applies in Montana, North Dakota, Ohio, Washington, West Virginia and Wyoming. B. Part One (Workers' Compensation Insurance) does not apply to work in states shown in Paragraph A above. C. Part Two (Employers' Liability Insurance) applies in the states, shown in Paragraph A., as though they were shown in Item 3.A. of the Information Page. D. Part Two, Section C. Exclusions is changed by adding these exclusions. This insurance does not cover; 5. bodily injury intentionally caused or aggravated by you or in Ohio bodily injury resulting from an act which is determined by an Ohio court of law to have been committed by you with the belief than an injury is substantially certain to occur. However, the cost of defending such claims or suits in Ohio is covered. 13. bodily injury sustained by any member of the flying crew of any aircraft. 14. any claim for bodily injury with respect to which you are deprived of any defense or defenses or are otherwise subject to penalty because of default in premium under the provisions of the workers' compensation law or laws of a state shown in Paragraph A. E. This insurance applies to damages for which you are liable under West Virginia Code Annot. S 23-4-2. Form WC 99 03 01 B Printed in U.S.A. (Ed. 8/00) Page 3 of 6 EXTENDED OPTIONS 1. Employers' Liability Insurance Item 3.13. of the Information Page is replaced by the following: B. Employers' Liability Insurance: 1. Part Two of the policy applies to work in each state listed in Item 3.A. The Limits of Liability under Part Two are the higher of: Bodily Injury by Accident $500,000 Each Accident Bodily Injury by Disease $500,000 Policy Limit Bodily Injury by Disease $500,000 Each Employee OR 2. The amount shown in the Information Page. This provision 1 of EXTENDED OPTIONS does not apply in New York because the Limits Of Our Liability are unlimited. In this provision the limits are changed from $500,000 to $1,000,000 in California. 2. Unintentional Failure to Disclose Hazards If you unintentionally should fail to disclose all existing hazards at the inception date of your policy, we shall not deny coverage under this policy because of such failure. 3. Waiver of Our Right To Recover From Others A. We have the right to recover our payments from anyone liable for an injury covered by this policy. We will not enforce our right against any person or organization for whom you perform work under a written contract that requires you to obtain this agreement from us. This agreement shall not operate directly or indirectly to benefit anyone not named in the agreement. B. This provision 3. does not apply in the states of Pennsylvania and Utah. 4. Foreign Voluntary Compensation and Employers' Liability Reimbursement A. How This Reimbursement Applies This reimbursement provision applies to bodily injury by accident or bodily injury by disease. Bodily injury includes resulting death. 1. The bodily injury must be sustained by an officer or employee. 2. The bodily injury must occur in the course of employment necessary or incidental to work in a country not listed in Exclusion C.1. of this provision. 3. Bodily injury by accident must occur during the policy period. 4. Bodily injury by disease must be caused or aggravated by the conditions of your employment. The officer or employee's last exposure to those conditions of your employment must occur during the policy period. B. We Will Reimburse We will reimburse you for all amounts paid by you whether such amounts are: 1. voluntary payments for the benefits that would be required of you if you and your officers or employees were subject to any workers' compensation law of the state of hire of the individual employee. 2. sums to which Part Two (Employers' Liability Insurance) would apply if the Country of Employment were shown in Item 3.A. of the Information Page. C. Exclusions This insurance does not cover: 1. any occurrences in the United States, Canada, and any country or jurisdiction which is the subject of trade or economic sanctions imposed by the laws or regulations of the United States of America in effect as of the inception date of this policy. 2. any obligation imposed by a workers' compensation or occupational disease law, or similar law. 3. bodily injury intentionally caused or aggravated by you. Form WC 99 03 01 B Printed in U.S.A. (Ed. 8/00) Page 4 of 6 4. liability for any consequence, whether direct or indirect, of war, invasion, act of Foreign enemy, hostilities (whether war be declared or not), civil war, rebellion, revolution, insurrection or military or usurped power. No endorsement now or subsequently attached to this policy shall be construed as overriding or waiving this limitation unless specific reference is made thereto. D. Before We Pay Before we reimburse you for the benefits to the persons entitled to them, you must have them: 1. release you and us, in writing, of all responsibility for the injury or death, 2. transfer to us their right to recover from others who may be responsible for their injury or death, 3. cooperate with us and do everything necessary to enable us to enforce the right to recover from others. If the persons entitled to the benefits paid fail to do these things, our duty to reimburse ends at once. If they claim damages from us for the injury or death, our duty to reimburse ends at once. E. Recovery From Others If we make a recovery from others, we will keep an amount equal to our expenses of recovery and the benefits we reimbursed. We will pay the balance to the persons entitled to it. If persons entitled to the benefits make a recovery from others, they must repay us for the amounts that we have reimbursed you. F. Reimbursement for Actual Loss Sustained This endorsement provides only for reimbursement for the loss you actually sustain. In order for you to recover loss or expenses under this reimbursement you must: 1. actually sustain and pay the loss or expense in money after trial, or 2. secure our consent for the payment of the loss or expense. G. Repatriation Our reimbursement includes the additional expenses of repatriation to the United States of America necessarily incurred as a direct result of bodily injury. Our reimbursement shall be limited as follows: 1. to the amount by which such expenses exceed the normal cost of returning the officer or employee if in good health, or 2. in the event of death, to the amount by which such expenses exceed the normal cost of returning the officer or employee if alive and in good health. In no event shall our reimbursement exceed the bodily injury by accident limit shown in Item 3.B. of the Information Page as respects any one such officer or employee whether dead or alive. H. Endemic Disease The word "disease" includes any endemic diseases. The coverage applies as if endemic diseases were included in the provisions of the workers' compensation law. 5. Longshore and Harbor Workers' Compensation Act Coverage General Section C. Workers' Compensation Law is replaced by the following: C. Workers' Compensation Law Workers' Compensation Law means the workers or workers' compensation law and occupational disease law of each state or territory named in Item 3.A. of the Information Page and the Longshore and Harbor Workers' Compensation Act (33 USC Sections 901- 950). It includes any amendments to those laws that are in effect during the policy period. It does not include any other federal workers or workers' compensation law, other federal occupational disease law or the provisions of any law that provide nonoccupational disability benefits. Part Two (Employers' Liability Insurance), C. Exclusions, exclusion 8, does not apply to work subject to the Longshore and Harbor Workers' Compensation Act. This coverage does not apply to work subject to the Defense Base Act, the Outer Continental Shelf Lands Act, or the Nonappropriated Fund Instrumentalities Act. Form WC 99 03 01 B Printed in U.S.A. (Ed. 8100) Page 5 of 6 SECTION III 1. SCHEDULE OF COVERED STATES A. This endorsement only applies in the states listed in this Schedule of Covered States. C. Schedule of Covered States: Countersigned by B. If a state, shown in Item 3.A. of the Information Page, approves this endorsement after the effective date of this policy, this endorsement will apply to this policy. The coverage will apply in the new state on the effective date of the state approval. Authorized Representative Form WC 99 03 01 B Printed in U.S.A. (Ed. 8/00) Page 6 of 6 11/10/21, 8:32 AM Corporations and Charities System BUSINESS INFORMATION Business Name: TRANSPO GROUP USA, INCORPORATED UBI Number: 603 258 009 Business Type: WA PROFIT CORPORATION Business Status: ACTIVE Principal Office Street Address: 12131 113TH AVE NE STE 203, KIRKLAND, WA, 98034-6944, UNITED STATES Principal Office Mailing Address: 12131 113TH AVE NE STE 203, KIRKLAND, WA, 98034-6944, UNITED STATES Expiration Date: 12/31/2021 Jurisdiction: UNITED STATES, WASHINGTON Formation/ Registration Date: 12/05/2012 Period of Duration: PERPETUAL Inactive Date: Nature of Business: PROFESSIONAL, SCIENTIFIC & TECHNICAL SERVICES REGISTERED AGENT INFORMATION Registered Agent Name: BRUCE HALDORS Street Address: 12131 113TH AVE NE STE 203, KIRKLAND, WA, 98034-6944, UNITED STATES Mailing Address: 12131 113TH AVE NE STE 203, KIRKLAND, WA, 98034-6944, UNITED STATES GOVERNORS Title Governors Type GOVERNOR INDIVIDUAL GOVERNOR INDIVIDUAL GOVERNOR INDIVIDUAL GOVERNOR INDIVIDUAL Entity Name First Name Last Name BRUCE HALDORS MCKINNEY JR DANIEL SWENSON MICHAEL BRINKERHOFF SARAH hUps://ccfs.sos.wa.gov/#/BusinessSearch/Businesslnformation 1/1 11 /10/21, 8:35 AM Washington State Department of Revenue < Business Lookup License Information: Entity name: TRANSPO GROUP USA, INCORPORATED Business TRANSPO GROUP USA, INCORPORATED name: Entity type: Profit Corporation UBI #: 603-258-009 Business ID: 001 Location ID: 0001 Location: Active Location address: 12131 113TH AVE NE STE 203 KIRKLAND WA 98034-6944 Mailing address: 12131 113TH AVE NE STE 203 KIRKLAND WA 98034-6944 Excise tax and reseller permit status: Click here Secretary of State status: Click here Page 1 of 3 Endorsements F<<t„ https://secure.dor.wa.gov/gteunauth//#3 New search Back to results 1/4 11/10/21, 8:35 AM Washington State Department of Revenue Endorsements held,? License # Count Details Status Expiratioi First issua Endorsements held a License # Count Details Status Expiratioi First issua Bainbridge Island Active Dec-31-21 Apr-24-2( General Business - Non -Resident Bellingham 053257 Active Feb-20-2( General Business Blaine General Active Dec-31-21 Mar-1 1-2 Business - Non - Resident Carnation General Active Dec-31-2i Feb-24-2( Business - Non - Resident Covington General Active Dec-31-21 Nov-25-2 Business - Non - Resident Edgewood General Active Dec-31-21 Feb-21-2( Business - Non - Resident Federal Way 17-10430, Active Dec-31-21 Sep-07-21 General Business - Non -Resident Ferndale General 60089 Active Dec-31-21 Jun-24-2( Business - Non - Resident Issaquah General Active Dec-31-21 Feb-24-2( Business - Non - Resident Kirkland General BUS2764C Active Dec-31-21 Jan-06-2C Business https://secure.dor.wa.gov/gteunauth/—/#3 2/4 11/10/21, 8:35 AM Washington State Department of Revenue Endorsements held a License # Count Details Status Lake Stevens Active General Business - Non -Resident Lakewood General BL15-001 ! Active Business - Non - Resident Longview General 795894 Active Business - Non - Resident Marysville General 3665SVC1 Active Business - Non - Resident Mercer Island 170419 Active General Business - Non -Resident Expiratioi First issua Jun-30-2( Jul-07-20, Dec-31-21 Apr-09-2( Dec-31-21 Oct-11-2( Dec-31-21 Feb-28-2( Dec-31-21 Oct-09-2( Governing People May include governing people not registered with Secretary of State Governing people Title DANIEL, MCKINNEY JR G HALDORS, BRUCE R MICHAEL, SWENSON J SARAH, BRINKERHOFF A Registered Trade Names Registered trade names Status First issued https://secure.dor.wa.gov/gteunauth//#3 3/4 11/10/21, 8:35 AM Washington State Department of Revenue Registered trade names Status TRANSPO Active First issued Feb-25-2021 The Business Lookup information is updated nightly. Search date and time: 11/10/2021 8:34:53 AM 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//#3 4/4 RETURN TO: PW ADMIN EXT: 2700 ID #: 3853 CITY OF FEDERAL WAY LAW DEPARTMENT ROUTING FORM ORIGINATING DEPT/DIv: PUBLIC WORKS / Traffic Division ORIGINATING STAFF PERSON: Sarady Long EXT: 2743 3. DATE REQ. BY: Dec. 31, 2020 TYPE OF DOCUMENT (CHECK ONE): p CONTRACTOR SELECTION DOCUMENT (E.G., RFB, RFP, RFQ) ❑ PUBLIC WORKS CONTRACT ❑ SMALL OR LIMITED PUBLIC WORKS CONTRACT ❑ 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#): 19-029 ❑ INTERLOCAL ❑ OTHER G. PROJECT NAME: On -Call Services NAMEOFCONTRACTOR: Transpo Group USA, Inc. ADDRESS: 12131 113th Ave NE Suite 203, Kirkland 98034TELEPHONE:425-821-3665 E-MA[L: iorl.I3ascalCa7trans000roula.com FAX: SIGNATURENAME: don Pascal TITLE: Principal i. EXHIBITS AND ATTACHMENTS: ® SCOPE, WORK OR SERVICES ❑ COMPENSATION ❑ INSURANCE REQUIREMENTS/CERTIFICATE ❑ ALL OTHEF REFERENCED EXHIBITS ❑ PROOF OF AUTHORITY TO SIGN ❑ REQUIRED LICENSES ❑ PRIOR CONTRACT/AMENDMENTS CFW LICENSE # BL, EXP. 12/31/^ UBI # . EXP. 1. TERM: COMMENCEMENT DATE: 3-15-2019 COMPLETION DATE: 12-31-2021 i. TOTAL COMPENSATION: $ 150,000.00 _ (INCLUDE EXPENSES AND SALES TAX, IF ANY) (IF CALCULATED ON HOURLY LABOR CHARGE - ATTACH SCHEDULES OF EMPLOYEES TITLES AND HOLIDAY RATES) REIMBURSABLE EXPENSE: ❑ YES I3 NO IF YES, MAXIMUM DOLLAR AMOUNT: $ IS SALES TAX OWED: ❑ YES RETAINAGE: RETAINAGE AMOUNT: ❑ NO IF YES, $ PAID BY: ❑ CONTRACTOR ❑ CITY o RETAINAGE AGREEMENT (SEE CONTRACT) OR ❑ RETAINAGE BOND PROVIDED ❑ PURCHASING: PLEASE CHARGE TO: 101430023054310410 I. DOCUMENT / CONTRACT REVIEW ❑ PROJECT MANAGER ❑ DIVISION MANAGER ❑ DEPUTY DIRECTOR ❑ DIRECTOR ❑ RISK MANAGEMENT (IF APPLICABLE) ❑ LAW DEPT 0. COUNCIL APPROVAL (IF APPLICABLE) INITIAL / DATE REVIEWED SL - 12/11/2020 RP 12/24/2020 DSW 1212912020 ER 12/30/2020 SCHEDULED COMMITTEE DATE: SCHEDULED COUNCIL DATE: INITIAL / DATE APPROVED COMMITTEE APPROVAL DATE: COUNCIL APPROVAL DATE: 1. CONTRACT SIGNATURE ROUTING ❑ SENT TO VENDOR/CONTRACTOR DATE SENT: DATE REC, D: ❑ 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 LAW DEPT AIK Y SIGNATORY (MAYOR OR DIRECTOR) M I I?0CITY CLERK ❑ ASSIGNED AG # AG ❑ SIGNED COPY RETURNED DATE SENT: :OMMENTS: >mend AG#19-029 to extend term, compensation and additional services. Increase compensation by $150,000 (Up to $200,000 total contract amount). Contractor will not commence work intil the City provided written authorization with agreed budget and schedule. 1/2020 cEry OF CITY HALL rFederal ades Feder l Way 8th Avenue South Federal Way, WA 9803-6325 (253) 835-7000 www cityo8ederalway. com AMENDMENT NO. 1 TO PROFESSIONAL SERVICE AGREEMENT FOR ON -CALL TRAFFIC SERVICES This Amendment ("Amendment No. I") is made between the City of Federal Way, a Washington municipal corporation ("City"), and Transpo Group USA, Inc., a Washington corporation ("Contractor"). The City and Contractor (together "Parties"), for valuable consideration and by mutual consent of the Parties, agree to amend the original Agreement for On -call traffic services ("Agreement") dated effective March 15, 2019, as follows: 1. AMENDED TERM. The term of the Agreement, as referenced by Section 1 of the Agreement and any prior amendments thereto, shall be amended and shall continue until the completion of the Services, but in any event no later than December 31, 2021("Amended Term"). 2. AMENDED SERVICES. The Services, as described in Exhibit A and as referenced by Section 2 of the Agreement, shall be amended to include, in addition to the Services and terms required under the original Agreement and any prior amendments thereto, those additional services described in Exhibit A-1 attached hereto and incorporated by this reference ("Additional Services"). 3. AMENDED COMPENSATION. The amount of compensation, as referenced by Section 4 of the Agreement, shall be amended to change the total compensation the City shall pay the Contractor and the rate or method of payment, as delineated in Exhibit 13-1, 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 Amended Term. Except as otherwise provided in an attached Exhibit, the Contractor shall be solely responsible for the payment of any taxes imposed by any lawful jurisdiction as a result of the performance and payment of this Agreement. 4. GENERAL PROVISIONS. All other terms and provisions of the Agreement, together with any prior amendments thereto, not modified by this Amendment, shall remain in full force and effect. Any and all acts done by either Party consistent with the authority of the Agreement, together with any prior amendments thereto, after the previous expiration date and prior to the effective date of this Amendment, are hereby ratified as having been performed under the Agreement, as modified by any prior amendments, as it existed prior to this Amendment. The provisions of Section 13 of the Agreement shall apply to and govern this Amendment. The Parties whose names appear below swear under penalty of perjury that they are authorized to enter into this Amendment, which is binding on the parties of this contract. [Signature page follows] AMENDMENT #1 - 1 - 3/2017 4�kCITY OF OF-ederal Way CITY HALL 33325 8th Avenue South Federal Way, WA 98003-6325 (253) 835-7000 www cal yoffederal way. com IN WITNESS, the Parties execute this Agreement below, effective the last date written below. CITY OF FEDERAL WAY: By: C2 t�v,� Jim ell, Mayor DATE: C TRANSPO GROUP USA, INC.: By: Y Printed Name: Jon Pascal, PE, PTOE Title: Principal Date: ( /-f 1/ O -2- k STATE OF WASHINGTON ) ) ss. COUNTY OF t n C } ATTEST: S h nie Courtney, CM ,City Clerk APPROVED AS TO FORM: C� -I� fo r J. Ryan Call, City Attorney On this day personally appeared before me Jon Pascal, to me known to be the Principal of Transpo Group USA, Inc. 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 day of jany(jf , 20 2-1. 1 " NOTARY ;U= i y a pUBLIG � - s 'all .[� araaa►� Notary's signature Notary's printed name _ �. Notary Public in and or the State of Washington. My commission expires 0y 130l 2n 23 AMENDMENT #1 - 2 - 3/2017 coTv OF CITY HALL Federal Way Feder 8th Avenue South Federal Way, WA 98003-6325 (253) 835-7000 www cityoflederalway. com EXHIBIT A-1 ADDITIONAL SERVICES To provide transportation planning and engineering support to the City of Federal Way in reviewing of materials related to the permitting, design, analysis, and construction of Sound Transit Light Rail facilities within the City. The City of Federal Way is working to install new sidewalks along the frontage of Lakota Park which is immediately adjacent to Lakota Middle School. The sidewalks will improve existing school walk routes and allow the City to expand the school speed zone to SR 509 between SW 312th Street and 21" Avenue SW. Transpo will provide support in performing a school speed zone analyses and prepare channelization plans as required by WSDOT. At such time requested by the City, Transpo Group ("Contractor") shall assist the City by providing third party professional engineering services including but not limited to transportation engineering and engineering plans review services. Services will be provided on a task order basis as identified by the City. For each task order, Contractor will provide the City with a summary of tasks to be conducted, an estimated fee, and a schedule. Services shall be performed within the agreed budget and schedule. To facilitate project schedules, the task orders may be in email format. Contractor will not commence work until the City has provided written authorization via email, fax, or letter. The City is not obligated to assign any specific number of tasks to Contractor, and the City's and Contractor's obligation hereunder are limited to the tasks assigned in writing. The Contractor shall do or provide the following in addition to Services in previous Exhibits: Task #5: Sound Transit Federal Way Link Extension Materials - Transpo will support the City of Federal Way in their review of materials submitted by Sound Transit or its representatives related to the permitting, design, and construction of Federal Way Link Extension facilities within Federal Way. Task #6: Sound Transit Tacoma Dome Link Extension Materials - Transpo will support the City of Federal Way in their review of materials submitted by Sound Transit or its representatives related to the permitting, design, and construction of Tacoma Dome Link Extension facilities within Federal Way. Task #7: Sound Transit Operations and Maintenance Facility (OMF) Materials - Transpo will support the City of Federal Way in their review of materials submitted by Sound Transit or its representatives related to the permitting, design, and construction of Operations and Maintenance Facility within Federal Way. The following services may be included as part of task order #5 through task order #7. Strategic Advice • Advise the City regarding transportation issues related to Sound Transit project proposals and environmental review. Examples include positions regarding alignment, station location, benefits and costs, traffic safety, access, and/or other impacts related to Sound Transit proposals. Technical Support • Assist with the technical review of Sound Transit materials or project proposals • Review analyses or design materials submitted to the City by Sound Transit or its representatives • Support City staff in performing additional evaluation or review of issues pertaining to Sound Transit projects AMENDMENT #1 - 3 - 3/2017 CITY OF CITY HALL 4South 4% Federal Feder 8th Avenue 8003 Federal Way, WA 98003-6325 (253) 835-7000 www cilyoffederalway. com • Develop material to assist in the review of project proposals by Sound Transit Meetings/Coordination • Attend or participate in meetings with City staff, or Sound Transit staff and its representatives Deliverahle.v • Monthly progress reports and invoices • Regular phone calls, emails, and coordination with City staff • Attendance at meetings, as needed • Preparation of materials summarizing review comments or analyses Task #8: School Speed Zone Study and Channelization Plans - Conduct a study in support of establishing a school speed zone on SR 509 between SW 312th Street and 21 st Avenue SW and prepare Channelization plans for WSDOT review and approval. The scope of work will be consistent with Section 6.4 of the WSDOT Traffic Manual. A local agency must complete and submit n school speed zone analysis when requesting establishment of a new school speed zone along a state highway. The analysis will include the following: • Prepare a memo outlining the reasons for the proposal, and any previously tried corrective measures and results. Include the following in the memo: o A description of the roadway characteristics including geometrics, lane and shoulder width and condition, grade and sight distance, etc. o A map showing SR/MP, speed study locations and results, including 85th percentile speeds. Show pedestrian walkways, schools, accesses, significant traffic generators, newly developed areas, etc. Show locations of existing and proposed speed limit signs and curve or turn warning signs and applicable speed advisories. o Summarize collision history for the past three years together with collision rates. o Description of any changes to geometrics, sight distances, lane widths, and shoulders. o Include a copy of any local agency ordinance required for a managed access highway segment within an incorporated city or town. o Attach any copies of any citizen petitions or other letters regarding the proposed speed zone. o Channelization Plans for WSDOT review and approval along SW Dash Point Rd (SR 509). City Support The City of Federal Way will provide: 1. Relevant background materials 2. Existing collision data 3. Existing traffic volume and speed data 4. Existing pedestrian and bike counts if available Deliverahles • Memorandum summarizing the results of the school zone analysis • Map of the proposed school zone consistent with WSDOT requirements • Channelization Plans on SW Dash Point Road (SR 509) approved by WSDOT Schedule The task order includes on -going support services, therefore timelines will be determined as needs arise. AMENDMENT #1 - 4 - 3/2017 CITY OF CITY HALL Federal Way 33325 Avenue South Federal Way, WA 98003-6325 (253) 835-7000 www. cilyoffedeFalmy.. com EXHIBIT B-1 ADDITIONAL COMPENSATION 1. Total Compensation: In return for the additional Services, the City shall pay the Contractor an additional amount not to exceed One Hundred Fifty Thousand and 00/100 Dollars ($150,000.00). The total amount payable to Contractor pursuant to the original Agreement, all previous Amendments, and this Amendment shall be an amount not to exceed Two Hundred Thousand and00/100 Dollars ($200,000.00). AMENDMENT #1 - 5 - 3/2017 DATE (MM/DD/YYYY) AC"Rf> CERTIFICATE OF LIABILITY INSURANCE 12/11 /2020 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must have ADDITIONAL INSURED provisions or be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). PRODUCER CONTACT NAME: Dealey, Renton & Associates PHONE FAX P. O. Box 12675 (ALr,_NQ. Exp: 510-465-3090 jA/c, No): 510-452-2193 Oakland, CA 94604-2675 ADDRESS: Certificates Deale renton.com License #0020739 INSURER(S) AFFORDING COVERAGE NAIC# INSURER A: Charter Oak Fire Insurance Company 25615 INSURED TRANGRO-08 INSURER B : BeaZley Insurance Company Inc 37540 Transpo Group USA, Inc. INSURER c_ Travelers Property Casualty Company of America 25674 12131 113th Ave NE, Suite 203 ----- - Kirkland, WA 98034 INSURERD: HARTFORD INSURANCE COMPANY 38288 425 821-3665 INSURER E: The Travelers Indemnity Company of Connecticut 25682 INSURER F Rr1V1=RAr:FC r ;=RTIFICATF NI IMRFR- 13d7AA9R..rA RFVISION Nilll 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. _ POLICY EFF POLICY E INSR I TYPE OF INSURANCE IADDL SUER POLICY NUMBER MM/DDNYYY LTR MM DD/YYYY LIMITS LT A X COMMERCIAL GENERAL LIABILITY Y Y 68051-1922543 1/1/2021 1/1/2022 EACH OCCURRENCE $1,000.000 CLAIMS -MADE I X] OCCUR $ 1,000,000 DAMAGE TO RENTED PRE.MISES Ea occurrence X MED EXP (Any one person) Contractual Liab $ 10.000 X XCU Included PERSONAL & ADV INJURY $ 1,000.000 GEN'L AGGREGATE LIMIT APPLIES PER: _ GENERAL AGGREGATE $ 2,000,000 POLICY C jE F_J LOC $ 2,000,000 PRODUCTS -COMP/OP AGG OTHER: I 1 $ E AUTOMOBILE LIABILITY Y Y BA3R390266 1/1/2021 1/1/2022 COMB1NEpccident SJNGLELIMIT Ea a $ 1,000,000 BODILY INJURY (Per person) I ANY AUTO $ OWNED SCHEDULED AUTOS ONLY AUTOS X HIRED X NON -OWNED AUTOS ONLY AUTOS ONLY $ $ _ BODILY INJURY (Per accident) PROPERTYDAMAGE I Per accident $ C UMBRELLA LIAB X OCCUR CUP4F625338 1/1/2021 1/1/2022 EACH OCCURRENCE $5,000,000 4DED $ 5,000,000 XCESS LIAB CLAIMS -MADE AGGREGATE X I RETENTION $ D A WORKERS COMPENSATION AND EMPLOYERS'LIABILITY Y/N ANYPROPRIETOR/PARTNER/EXECUTIVE Y 57WECZS7222 6805H922543 1/1,2021 1/1/2022 X STgTUTE , ER 1/1/2021 1/1/2022 E.L. EACH ACCIDENT WA Stop Gap - $ 1,000,000 OFFICER/MEMBER EXCLUDED? (Mandatory In NH) N/A E L. DISEASE - EA EMPLOYEE - $ 1.000,000 If yes, describe under DESCRIPTION OF OPERATIONS below E.L. DISEASE - POLICY LIMIT $ 1,000,000 B Professional Liability Claims Made Form C1D535210501 1/1/2021 1/1/2022 $2.000,000 $4.000,000 Per Claim Annual Aggregate DESCRIPTION OF OPERATIONS / LOCATIONS / VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached If more space is required) Project Name/Number: Federal Way On -Call Traffic Services 18389.00 -- City of Federal Way is named as Additional Insured as respects General and Auto Liability as required per written contract or agreement. General Liability insurance is Primary/Non-Contributory per policy form wording. CEHTIFICATE HOLDER L;ANC;tLLA I IUN JU L1aY NUt;/1U L1By for NOnf-'ay Or [-rem City of Federal Way 33325 8th Avenue South Federal Way WA 98003-6325 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 REPREPRESENTATIVE _R jx ©1988-2015 ACORD CORPORATION. All rights reserved. ACORD 25 (2016/03) The ACORD name and logo are registered marks of ACORD GENERAL PURPOSE ENDORSEMENT OFFICE PAC POLICY NUMBER: 680-5H922543-21-47 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. CG2037 (07-04) - ADDITIONAL INSURED - OWNERS, LESSEES OR CONTRACTORS - COMPLETED OPERATIONS This endorsement modifies insurance provided under the following: THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. ADDITIONAL INSURED - OWNERS, LESSEES OR CONTRACTORS -COMPLETED OPERATIONS THIS ENDORSEMENT MODIFIES INSURANCE PROVIDED UNDER THE FOLLOWING: COMMERCIAL GENERAL LIABILITY COVERAGE PART SCHEDULE NAMES OF ADDITIONAL INSURED PERSON(S) OR ORGANIZATION(S): Any person or organization that you agree in a written contract to include as an additional insured on this Coverage Part for "bodily injury" or "property damage" included in the products -completed operation s hazard, provided that such contract was signed by you before, and is in effect when, the "bodily injury or "property damage" occurs. LOCATION AND DESCRIPTION OF COMPLETED OPERATIONS:Any project to which a written contract with the Additional Insured Person(s) or Organization(s) in the Schedule applies. (INFORMATION REQUIRED TO COMPLETE THIS SCHEDULE, IF NOT SHOWN ABOVE, WILL BE SHOWN IN THE DECLARATIONS.) A. SECTION II - WHO IS AN INSURED IS AMENDED TO INCLUDE AS AN ADDITIONAL INSURED THE PERSON(S) OR ORGANIZATION(S) SHOWN IN THE SCHEDULE, BUT ONLY WITH RESPECT TO LIABILITY FOR "BODILY INJURY', 'PROPERTY DAMAGE" CAUSED, IN WHOLE OR IN PART, BY "YOUR WORK" AT THE LOCATION DESIGNATED AND DESCRIBED IN THE SCHEDULE OF THIS ENDORSEMENT PERFORMED FOR THAT ADDITIONAL INSURED AND INCLUDED IN THE "PRODUCTS -COMPLETED OPERATIONS HAZARD". CG 20 37 07 04 Copyright ISO Properties, Inc. 2004 CG T8 02 01 20 Page 1 of 1 GENERAL PURPOSE ENDORSEMENT OFFICE PAC POLICY NUMBER: 680-5H922543-21-47 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. CGD361 (03-05) - ADDITIONAL INSURED - OWNERS, LESSEES OR CONTRACTORS - SCHEDULED PERSON OR This endorsement modifies insurance provided under the following: THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. ADDITIONAL INSURED - OWNERS, LESSEES OR CONTRACTORS - SCHEDULED PERSON OR ORGANIZATION THIS ENDORSEMENT MODIFIES INSURANCE PROVIDED UNDER THE FOLLOWING: COMMERCIAL GENERAL LIABILITY COVERAGE PART SCHEDULE NAMES OF ADDITIONAL INSURED PERSON(S) OR ORGANIZATION(S): Any person or organization that you agree in a written contract to include as an additional insured on this Coverage Part, provided that such written contract was signed by you before,and is in effect when, the "bodily injury" or "property damage" occurs or the "personal injury" or "advertising injury" offense is committed. LOCATION OF COVERED OPERATIONS: Any project to which a written contract with the Additional Insured Person(s) or Organization(s) in the Schedule applies. (INFORMATION REQUIRED TO COMPLETE THIS SCHEDULE, IF NOT SHOWN ABOVE, WILL BE SHOWN IN THE DECLARATIONS.) A. SECTION II - WHO IS AN INSURED IS AMENDED TO INCLUDE AS AN ADDITIONALINSURED THE PERSON(S) OR ORGANIZATION(S) SHOWN IN THE SCHEDULE, BUT ONLY WITH RESPECT TO LIABILITY FOR "BODILY INJURY", "PROPERTY DAMAGE", PERSONAL INJURY OR "ADVERTISING INJURY' CAUSED, IN WHOLE OR IN PART, BY: 1. YOUR ACTS OR OMISSIONS; OR 2. THE ACTS OR OMISSIONS OF THOSE ACTING ON YOUR BEHALF; IN THE PERFORMANCE OF YOUR ONGOING OPERATIONS FOR THE ADDITIONAL INSURED(S) AT THE LOCATION(S) DESIGNATED ABOVE. B. WITH RESPECT TO THE INSURANCE AFFORDED TO THESE ADDITIONAL INSURED, THE FOLLOWING ADDITIONAL EXCLUSIONS APPLY: CG T8 01 01 20 Page 1 of 2 GENERAL PURPOSE ENDORSEMENT POLICY NUMBER: 680-5H922543-21-47 OFFICE PAC THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. CGD361 (03-05) - ADDITIONAL INSURED - OWNERS, LESSEES OR CONTRACTORS - SCHEDULED PERSON OR This endorsement modifies insurance provided under the following: THIS INSURED DOES NOT APPLY TO 'BODILY INJURY" OR "PROPERTY DAMAGE" OCCURRING, OR "PERSONAL INJURY' OR "ADVERTISING INJURY" ARISING OUT OF AN OFFENSE COMMITTED, AFTER: 1. ALL WORK, INCLUDING MATERIALS, PARTS OR EQUIPMENT FURNISHED IN CONNECTION WITH SUCH WORK, ON THE PROJECT (OTHER THAN SERVICE, MAINTENANCE OR REPAIRS) TO BE PERFORMED BY OR ON BEHALF OF THE ADDITIONAL INSURED(S) AT THE LOCATION OF THE COVERED OPERATIONS HAS BEEN COMPLETED; OR 2. THAT PORTION OF "YOUR WORK" OUT OF WHICH THE INJURY OR DAMAGE ARISES HAS BEEN PUT TO ITS INTENDED USE BY ANY PERSON OR ORGANIZATION OTHER THAN ANOTHER CONTRACTOR OR SUBCONTRACTOR ENGAGED IN PERFORMING OPERATIONS FOR A PRINCIPAL AS A PART OF THE SAME PROJECT. CG D3 61 03 05 Copyright 2005 The St. Paul Travelers Companies, Inc. All rights reserved. Includes copyrighted material of Insurance Services Office, Inc. with its permission. CG T8 01 01 20 Page 2 of 2 COMMERCIAL GENERAL LIABILITY COVERAGE NAMED INSURED: Transpo Group USA, Inc. POLICY NUMBER: 68051-1922543 ADDITIONAL COVERAGES BY WRITTEN CONTRACT OR AGREEMENT This is a summary of the coverages provided under the following forms (complete forms available): Excerpt from COMMERCIAL GENERAL LIABILITY COVERAGE (FORM #CG T1 00 02 19) SECTION IV - COMMERCIAL GENERAL LIABILITY CONDITIONS 4. OTHER INSURANCE - d. PRIMARY AND NON-CONTRIBUTORY INSURANCE IF REQUIRED BY WRITTEN CONTRACT: If you specifically agree in a written contract or agreement that the insurance afforded to an insured under this Coverage Part must apply on a primary basis, or a primary and non-contributory basis, this insurance is primary to other insurance that is available to such insured which covers such insured as a named insured, and we will not share with that other insurance, provided that: (1) The "bodily injury" or "property damage" for which coverage is sought occurs; and (2) The "personal and advertising injury" for which coverage is sought is caused by an offense that is committed; subsequent to the signing of that contract or agreement by you. Excerpt from XTEND ENDORSEMENT FOR ARCHITECTS, ENGINEERS AND SURVEYORS (FORM #CG D3 79 02 19) PROVISION M. - BLANKET WAIVER OF SUBROGATION - WHEN REQUIRED BY WRITTEN CONTRACT OR AGREEMENT: If the insured has agreed in a written contract or agreement to waive that insured's right of recovery against any person or organization, we waive our right of recovery against such person or organization, but only for payments we make because of: a. "Bodily injury" or "property damage" that occurs; or b. "Personal and advertising injury" caused by an offense that is committed; subsequent to the signing of that contract or agreement. Page 1 Policy: BA3R390266 COMMERCIAL AUTO THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. BLANKET ADDITIONAL INSURED This endorsement modifies insurance provided under the following: BUSINESS AUTO COVERAGE FORM MOTOR CARRIER COVERAGE FORM The following is added to Paragraph c. in A.1., Who Is An Insured, of SECTION II — COVERED AUTOS LIABILITY COVERAGE in the BUSINESS AUTO COVERAGE FORM and Paragraph e. in A.1., Who Is An Insured, of SECTION II — COVERED AUTOS LIABILITY COVERAGE in the MOTOR CARRIER COVERAGE FORM, whichever Coverage Form is part of your policy: This includes any person or organization who you are required under a written contract or agreement between you and that person or organization, that is signed by you before the "bodily injury" or "property damage" occurs and that is in effect during the policy period, to name as an additional insured for Covered Autos Liability Coverage, but only for damages to which this insurance applies and only to the extent of that person's or organization's liability for the conduct of another "insured". CA T4 37 02 16 © 2016 The Travelers Indemnity Company. All rights reserved. Page 1 of 1 Includes copyrighted material of Insurance Services Office, Inc. with its permission. POLICY NUMBER: BA3R390266 COMMERCIAL AUTO THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. BLANKET ADDITIONAL INSURED - PRIMARY AND NON-CONTRIBUTORY WITH OTHER INSURANCE This endorsement modifies insurance provided under the following: BUSINESS AUTO COVERAGE FORM PROVISIONS 1. The following is added to Paragraph A.1.c., Who Is An Insured, of SECTION II — COVERED AUTOS LIABILITY COVERAGE: This includes any person or organization who you are required under a written contract or agreement between you and that person or organization, that is signed by you before the "bodily injury" or "property damage" occurs and that is in effect during the policy period, to name as an additional insured for Covered Autos Liability Coverage, but only for damages to which this insurance applies and only to the extent of that person's or organization's liability for the conduct of another "insured". 2. The following is added to Paragraph B.5., Other Insurance of SECTION IV — BUSINESS AUTO CONDITIONS: Regardless of the provisions of paragraph a. and paragraph d. of this part 5. Other Insurance, this insurance is primary to and non-contributory with applicable other insurance under which an additional insured person or organization is the first named insured when the written contract or agreement between you and that person or organization, that is signed by you before the "bodily injury" or "property damage" occurs and that is in effect during the policy period, requires this insurance to be primary and non-contributory. CA T4 74 02 16 © 2016 The Travelers Indemnity Company. All rights reserved. Page 1 of 1 Includes copyrighted material of Insurance Services Office, Inc. with its permission Policy # BA3R390266 COMMERCIAL AUTO THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. This endorsement modifies insurance provided under the following:. AUTO DEALERS COVERAGE FORM BUSINESS AUTO COVERAGE FORM MOTOR CARRIER COVERAGE FORM The following replaces Paragraph A.5., Transfer of required of you by a written contract executed Rights Of Recovery Against Others To Us, of the prior to any "accident" or 'loss", provided that the CONDITIONS Section: "accident" or 'loss" arises out of the operations 5. Transfer Of Rights Of Recovery Against Oth- contemplated by such contract. The waiver ap- ers To Us plies only to the person or organization desig- We waive any right of recovery we may have nated in such contract. against any person or organization to the extent CA T3 40 02 15 © 2015 The Travelers Indemnity Company. All rights reserved. Page 1 of 1 Includes copyrighted material of Insurance Services Office, Inc. with its permission. THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. WORKERS' COMPENSATION BROAD FORM ENDORSEMENT EXTENDED OPTIONS Policy Number: ""ECZs7222 Endorsement Number: Effective Date: 01101/2021 Effective hour is the same as stated on the Information Page of the policy. Named Insured and Address: Transpo Group USA, Inc. Kirkland, WA 98034 Section I of this endorsement expands coverage provided under WC 00 00 00. Section II of this endorsement provides additional coverage usually only provided by endorsement. Section III of this endorsement is a Schedule of Covered States. You may use the index to locate these coverage features quickly: CIIR_IFrT SECTION I PARTS ONE and TWO 01 We Will Also Pay PART -THREE 02 How This Insurance Works PART - SIX 03 Transfer of Your Rights and Duties 04 Cancellation 05 Liberalization SECTION II VOLUNTARY COMPENSATION INSURANCE 06 Voluntary Compensation Insurance A. How This Insurance Applies B. We Will Pay C. Exclusions D. Before We Pay E. Recovery From Others F. Employers' Liability Insurance EMPLOYERS' LIABILITY STOP GAP ENDORSEMENT 07 Employers' Liability Stop Gap Coverage A. Stop Gap Coverage Limited to Montana, North Dakota, Ohio, Washington, West Virginia and Wyoming INDEX PAGE SUBJECT 2 2 2 2 2 2 2 2 2 2 2 2 2 3 3 3 3 3 3 3 B. Part One Does Not Apply C. Application of Coverage D. Additional Exclusions E. West Virginia EXTENDED OPTIONS 01 Employers' Liability Insurance 02 Unintentional Failure to Disclose Hazards 03 Waiver of Our Right to Recover from Others 04 Foreign Voluntary Compensation A. How This Reimbursement Applies B. We Will Reimburse C. Exclusions D. Before We Pay E. Recovery From Others F. Reimbursement For Actual Loss Sustained G. Repatriation H. Endemic Disease 05 Longshore and Harbor Workers' Compensation Act Coverage Endorsement SECTION III 01 Schedule of Covered States PAGE 3 3 3 3 4 4 4 4 4 4 4 4 5 5 5 5 5 5 6 6 F o r m W C 9 9 0 3 0 1 B Printed in U.S.A. (Ed. 8/00) Process Date: © 2000, The Hartford Policy Expiration Date: Pagel of 6 SECTION I PARTS ONE and TWO 1. WE WILL ALSO PAY D. We Will Also Pay of Part One (WORKERS' COMPENSATION INSURANCE); and E. We Will Also Pay of Part Two (EMPLOYERS' LIABILITY INSURANCE) is replaced by the following: We Will Also Pay We will also pay these costs, in addition to other amounts payable under this insurance, as part of any claim, proceeding, or suit we defend: 1. reasonable expenses incurred at our request, INCLUDING loss of earnings; 2. premiums for bonds to release attachments and for appeal bonds in bond amounts up to the limit of our liability under this insurance; 3. litigation costs taxed against you; 4. interest on a judgment as required by law until we offer the amount due under this law; and 5. expenses we incur. PART THREE 2. How This Insurance Applies the Information Page, coverage will not be afforded for that state unless we are notified within sixty days. PART SIX 3. Transfer Of Your Rights and Duties C. Transfer Of Your Rights and Duties of Part 6 (Conditions) is replaced by the following: Your rights or duties under this policy may not be transferred without our written consent. If you die and we receive notice within sixty days after your death, we will cover your legal representative as insured. 4. Cancellation 5. Paragraph 4. of A. How This Insurance Applies of Part 3 (Other States Insurance) is replaced by the following: 4. If you have work on the effective date of this policy in any state not listed in Item 3.A. of SECTION II VOLUNTARY COMPENSATION AND EMPLOYERS' LIABILITY COVERAGE 6. Voluntary Compensation Insurance A. How This Insurance Applies This insurance applies to bodily injury by accident or bodily injury by disease. Bodily injury includes resulting death. 1. The bodily injury must be sustained by any officer or employee not subject to the workers' compensation law of any state shown in Item 3.A. of the Information Page. Paragraph 2. of D. Cancellation of Part 6 (Conditions) is replaced by the following: 2. We may cancel this policy. We must mail or deliver to you not less than 15 days advance written notice stating when the cancellation is to take effect. Mailing that notice to you at your mailing address shown in Item 1 of the Information Page will be sufficient to prove notice. Liberalization If we adopt a change in this form that would broaden the coverage of this form without extra charge, the broader coverage will apply to this policy. It will apply when the change becomes effective in your state. 2. The bodily injury must arise out of and in the course of employment or incidental to work in a state shown in Item 3.A. of the Information Page. 3. The bodily injury must occur in the United States of America, its territories or possessions, or Canada, and may occur elsewhere if the employee is a United States or Canadian citizen, or otherwise legal resident, and legally employed, in the United States or Canada and temporarily away from those places. Form WC 99 03 01 B Printed in U.S.A. (Ed. 8/00) Page 2 of 6 4. Bodily injury by accident must occur keep an amount equal to our expenses of during the policy period. recovery and the benefits we paid. We will 5. Bodily injury by disease must be caused pay the balance to the persons entitled to it. If or aggravated by the conditions of the the persons entitled to the benefits of this officer's or employee's employment. The insurance make a recovery from others, they officer's or employee's last day of last must reimburse us for the benefits we paid exposure to the conditions causing or them. aggravating such bodily injury by disease F. Employers' Liability Insurance must occur during the policy period. Part Two (Employers' Liability Insurance) B. We Will Pay applies to bodily injury covered by this We will pay an amount equal to the benefits endorsement as though the State of that would be required of you as if you and Employment was shown in Item 3.A. of the your employees were subject to the workers' Information Page. compensation law of any state shown in Item This provision 6. does not apply in New Jersey or 3.A. of the Information Page. We will pay Wisconsin. those amounts to the persons who would be EMPLOYERS' LIABILITY STOP GAP COVERAGE entitled to them under the law. 7. Employers' Liability Stop Gap Coverage C. Exclusion A. This coverage only applies in Montana, North This insurance does not cover: Dakota, Ohio, Washington, West Virginia and 1. any obligation imposed by workers' Wyoming. compensation or occupational disease law B. Part One (Workers' Compensation Insurance) or any similar law. does not apply to work in states shown in 2. bodily injury intentionally caused or Paragraph A above. aggravated by you. C. Part Two (Employers' Liability Insurance) 3. officers or employees who have elected applies in the states, shown in Paragraph A., not to be subject to the state workers' as though they were shown in Item 3.A. of the compensation law. Information Page. 4. partners or sole proprietors not covered D. Part Two, Section C. Exclusions is changed under the Standard Sole Proprietors, by adding these exclusions. Partners, Officers and Others Coverage This insurance does not cover; Endorsement. 5. bodily injury intentionally caused or D. Before We Pay aggravated by you or in Ohio bodily injury Before we pay benefits to the persons entitled resulting from an act which is determined to them, they must: by an Ohio court of law to have been 1. Release you and us, in writing, of all committed by you with the belief than an responsibility for the injury or death. injury is substantially certain to occur. However, the cost of defending such 2. Transfer to us their right to recover from claims or suits in Ohio is covered. others who may be responsible for the injury or death. 13. bodily injury sustained by any member of the flying crew of any aircraft. 3. Cooperate with us and do everything necessary to enable us to enforce the right 14. any claim for bodily injury with respect to to recover from others. which you are deprived of any defense or defenses or are otherwise subject to If the persons entitled to the benefits of this penalty because of default in premium insurance fail to do those things, our duty to under the provisions of the workers' pay ends at once. If they claim damages from compensation law or laws of a state you or from us for the injury or death, our duty shown in Paragraph A. to pay ends at once. E. This insurance applies to damages for which E. Recovery From Others you are liable under West Virginia Code Annot. If we make a recovery from others, we will S 23-4-2. Form WC 99 03 01 B Printed in U.S.A. (Ed. 8/00) Page 3 of 6 EXTENDED OPTIONS 1. Employers' Liability Insurance Item 3.13. of the Information Page is replaced by the following: B. Employers' Liability Insurance: 1. Part Two of the policy applies to work in each state listed in Item 3.A, The Limits of Liability under Part Two are the higher of: Bodily Injury by Accident $500,000 Each Accident Bodily Injury by Disease $500,000 Policy Limit Bodily Injury by Disease $500,000 Each Employee OR 2. The amount shown in the Information Page. This provision 1 of EXTENDED OPTIONS does not apply in New York because the Limits Of Our Liability are unlimited. In this provision the limits are changed from $500,000 to $1,000,000 in California. 2. Unintentional Failure to Disclose Hazards If you unintentionally should fail to disclose all existing hazards at the inception date of your policy, we shall not deny coverage under this policy because of such failure. 3. Waiver of Our Right To Recover From Others A. We have the right to recover our payments from anyone liable for an injury covered by this policy. We will not enforce our right against any person or organization for whom you perform work under a written contract that requires you to obtain this agreement from us. This agreement shall not operate directly or indirectly to benefit anyone not named in the agreement. B. This provision 3. does not apply in the states of Pennsylvania and Utah. 4. Foreign Voluntary Compensation and Employers' Liability Reimbursement A. How This Reimbursement Applies This reimbursement provision applies to bodily injury by accident or bodily injury by disease. Bodily injury includes resulting death. 1. The bodily injury must be sustained by an officer or employee. 2. The bodily injury must occur in the course of employment necessary or incidental to work in a country not listed in Exclusion C.1. of this provision. 3. Bodily injury by accident must occur during the policy period. 4. Bodily injury by disease must be caused or aggravated by the conditions of your employment. The officer or employee's last exposure to those conditions of your employment must occur during the policy period. B. We Will Reimburse We will reimburse you for all amounts paid by you whether such amounts are: 1. voluntary payments for the benefits that would be required of you if you and your officers or employees were subject to any workers' compensation law of the state of hire of the individual employee. 2. sums to which Part Two (Employers' Liability Insurance) would apply if the Country of Employment were shown in Item 3.A. of the Information Page. C. Exclusions This insurance does not cover: 1. any occurrences in the United States, Canada, and any country or jurisdiction which is the subject of trade or economic sanctions imposed by the laws or regulations of the United States of America in effect as of the inception date of this policy. 2. any obligation imposed by a workers' compensation or occupational disease law, or similar law. 3. bodily injury intentionally caused or aggravated by you. Form WC 99 03 01 B Printed in U.S.A. (Ed. 8/00) Page 4 of 6 4. liability for any consequence, whether direct or indirect, of war, invasion, act of Foreign enemy, hostilities (whether war be declared or not), civil war, rebellion, revolution, insurrection or military or usurped power. No endorsement now or subsequently attached to this policy shall be construed as overriding or waiving this limitation unless specific reference is made thereto. D. Before We Pay Before we reimburse you for the benefits to the persons entitled to them, you must have them: 1. release you and us, in writing, of all responsibility for the injury or death, 2. transfer to us their right to recover from others who may be responsible for their injury or death, 3. cooperate with us and do everything necessary to enable us to enforce the right to recover from others. If the persons entitled to the benefits paid fail to do these things, our duty to reimburse ends at once. If they claim damages from us for the injury or death, our duty to reimburse ends at once. E. Recovery From Others If we make a recovery from others, we will keep an amount equal to our expenses of recovery and the benefits we reimbursed. We will pay the balance to the persons entitled to it. If persons entitled to the benefits make a recovery from others, they must repay us for the amounts that we have reimbursed you. F. Reimbursement for Actual Loss Sustained This endorsement provides only for reimbursement for the loss you actually sustain. In order for you to recover loss or expenses under this reimbursement you must: 1. actually sustain and pay the loss or expense in money after trial, or 2. secure our consent for the payment of the loss or expense. G. Repatriation Our reimbursement includes the additional expenses of repatriation to the United States of America necessarily incurred as a direct result of bodily injury. Our reimbursement shall be limited as follows: 1. to the amount by which such expenses exceed the normal cost of returning the officer or employee if in good health, or 2. in the event of death, to the amount by which such expenses exceed the normal cost of returning the officer or employee if alive and in good health. In no event shall our reimbursement exceed the bodily injury by accident limit shown in Item 3.B. of the Information Page as respects any one such officer or employee whether dead or alive. H. Endemic Disease The word "disease" includes any endemic diseases. The coverage applies as if endemic diseases were included in the provisions of the workers' compensation law. 5. Longshore and Harbor Workers' Compensation Act Coverage General Section C. Workers' Compensation Law is replaced by the following: C. Workers' Compensation Law Workers' Compensation Law means the workers or workers' compensation law and occupational disease law of each state or territory named in Item 3.A. of the Information Page and the Longshore and Harbor Workers' Compensation Act (33 USC Sections 901- 950). It includes any amendments to those laws that are in effect during the policy period. It does not include any other federal workers or workers' compensation law, other federal occupational disease law or the provisions of any law that provide nonoccupational disability benefits. Part Two (Employers' Liability Insurance), C. Exclusions, exclusion 8, does not apply to work subject to the Longshore and Harbor Workers' Compensation Act. This coverage does not apply to work subject to the Defense Base Act, the Outer Continental Shelf Lands Act, or the Nonappropriated Fund Instrumentalities Act. Form WC 99 03 01 B Printed in U.S.A. (Ed. 8/00) Page 5 of 6 SECTION III 1. SCHEDULE OF COVERED STATES A. This endorsement only applies in the states listed in this Schedule of Covered States. C. Schedule of Covered States: Countersigned by B. If a state, shown in Item 3.A. of the Information Page, approves this endorsement after the effective date of this policy, this endorsement will apply to this policy. The coverage will apply in the new state on the effective date of the state approval. Authorized Representative Form WC 99 03 01 B Printed in U.S.A. (Ed. 8/00) Page 6 of 6 transpo, ,,(—,q I WHAT TRANSPORTATION CAN BE. Project Contract Signature Authority The Principals of the firm are solely authorized to sign legally binding project contracts on behalf of the firm. Prior to signing, all contracts must be reviewed by the firm's risk management. The following Principals are delegated authority to sign legally binding project contracts: Bruce R. Haldors Michael J. Swenson Kevin R. Collins Jon C. Pascal Daniel G. McKinney Kevin L. Jones Patrick B. Lynch John H. Duesing Approved by: ibruce R. Haldors President/CEO Transpo Group USA, Inc. Last updated: January 1, 2019 12131 113th Avenue NE, Suite 203, Kirkland, WA 98034 1 425.821.3665 1 transpogroup.com ISINESS INFORMATION ness Name: \NSPO GROUP USA, INCORPORATED Number: 258 009 mess Type: PROFIT CORPORATION ness Status: rIVE cipal Office Street Address: fl 113TH AVE NE STE 203, KIRKLAND, WA, 98034-6944, UNITED STATES cipal Office Mailing Address: fl 113TH AVE NE STE 203, KIRKLAND, WA, 98034-6944, UNITED STATES iration Date: 1/2020 ;diction: TED STATES, WASHINGTON nation/ Registration Date: 5/2012 od of Duration: tPETUAL tive Date: ire of Business: )FESSIONAL, SCIENTIFIC & TECHNICAL SERVICES :GISTERED AGENT INFORMATION istered Agent Name: ICE HALDORS :t Address: it 113TH AVE NE STE 203, KIRKLAND, WA, 98034-6944, UNITED STATES ling Address: 11 113TH AVE NE STE 203, KIRKLAND, W.A, 98034-6944, UNITED STATES )VERNORS e Governors Type Entity Name First Name Last Name VERNOR INDIVIDUAL BRUCE HALDORS VERNOR INDIVIDUAL MCKINNEY JR DANIEL VERNOR INDIVIDUAL SWENSON MICHAEL VERNOR INDIVIDUAL BRINKERHOFF SARAH RETURN TO: PW ADMIN EXT: 2700 ID #: CITY OF FEDERAL WAY LAW DEPARTMENT ROUTING FORM 1. ORIGINATING DEPT/DIV: PUBLIC WORKS / 2. ORIGINATING STAFF PERSON: EXT: Zal.-SM 3. DATE REQ. BY: 3. TYPE OF DOCUMENT (CHECK ONE): CONTRACTOR SELECTION DOCUMENT (E.G., RFB, RFP RFQ) El PUBLIC WORKS CONTRACT SMALL OR LIMITED PUBLIC WORKS CONTRACT PROFESSIONAL SERVICE AGREEMENT ❑ MAINTENANCE AGREEMENT ❑ GOODS AND SERVICE AGREEMENT ❑ HUMAN SERVICES / CDBG ❑ REAL ESTATE DOCUMENT ❑ SECURITY DOCUMENT (E.G. BOND RELATED DOCUMENTS) ❑ ORDINANCE ❑ RESOLUTION Cl CONTRACT AMENDMENT (AG#): ❑ INTERLOCAL Cl OTHER 4. PROJECT NAME: Oy%- (_' YEN\ 5. NAME OF CONTRACTOR: tl.IAs O C r ADDRESS: 3 03 � TELEPHONE: L42G E-MAIL: ,rr�� FAX: �[k SIGNATURE NAME: n Ea S%cc1,( TITLE: PA 6. EXHIBITS AND ATTACHMENTS: ❑ SCOPE, WORK OR SERVICES ❑ COMPENSATION ❑ INSURANCE REQUIREMENTS/CERTIFICATE ❑ ALL OTHER REFERENCED EXHIBITS 2PROOF OF AUTHORITY TO SIGN ❑ REQUIRED LICENSES PRIOR CONTRACT/AMENDMENTS CFW LICENSE # ��' d D BL, EXP. 12/31/ ��,q1 UBI # V103�9� 1�f, EXP. �J� (� 7. TERM: COMMENCEMENT DATE: J " V `C� COMPLETION DATE: 1 /, 1 � f-ti,JZO 8. TOTAL COMPENSATION: $9�olo 0 �O (INCLUDE EXPENSES AND SALES TAX, IF ANY) (IF CALCULATED ON HOURLY LABOR CHARGE - ATTACH SCHEDULES OF EMPLOYEES TITLES AND HOLIDAY RATES) REIMBURSABLE EXPENSE: ❑ YES ❑ 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 x koI 3o0a.305y5 ko �( io PURCHASING: PLEASE CHARGE TO:-9x4rij CO P4gl rc:5 - s r-r d 9. DOCUMENT / CONTRACT REVIEW INITIAL/DATE VIE D INITIAL / DATE APPROVED PROJECT MANAGER u DIVISION MANAGER C " i I w DEPUTY DIRECTOR DIRECTOR El RISK MANAGEMENT (IF APPLICABLE) _ �t LAW DEPT 0,77571 q 10. COUNCIL APPROVAL (IF APPLICABLE) SCHEDULED COMMITTEE DATE: COMMITTEE APPROVAL DATE: SCHEDULED COUNCIL DATE: � COUNCIL APPROVAL DATES: j s� 11. CONTRACT SENT TO VENDOR/CONTRACTOR DATE SENT: l'Q1 DATE REC'D: �❑i 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.) IN��_ITIQQQLLL/ DATEaaSIGNED lVIGIV l LAW DEPT SIGNATORY (MAYOR m-gwwrTOR) aS CITY CLERK ASSIGNED AG # AG IGNED COPY RETURNED DATE SENT: J of 1. l"1 '1�idi ETURN ONE ORIGINAL COMMENTS: EXECUTE" " ORIGINALS OVA Cfl "i b c% r I/2018 ` CITY OF CITY HALL FederalWay 33325 Avenue South Federall Way. WA 98003-6325 (253) 835-7000 mvw ciiyoffederaiway. com PROFESSIONAL SERVICES AGREEMENT FOR ON -CALL TRAFFIC SERVICES This Professional Services Agreement ("Agreement") is made between the City of Federal Way, a Washington municipal corporation ("City"), and Transpo Group USA, Inc., a Washington 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: TRANSPO GROUP USA, INC.: Jon Pascal, PE, PTOE 12131 113th Avenue NE, Suite 203 Kirkland, WA 98034 (425) 821-3665 j on.pascalA,transpogroup.com The Parties agree as follows: CITY OF FEDERAL WAY: Sarady Long, Sr. Transportation Planning Engineer 33325 8th Avenue South Federal Way, WA 98003-6325 (253) 835-2743 (253) 835-2709 sarady.lon�cityoffederalwa 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, 2020 ("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 satisfaction, within the time period prescribed by the City and pursuant to the direction of the Mayor or his or her designee. The 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 - 1 - Rev. 3/2017 ` CITY OF CITY HALL '�._. Federal Way Feder l Avenue South Federal Way. WA 98003-6325 (253) 835-7000 wmv otyoffederolway com 4.2 Method of Payment. 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 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 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 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. 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. 3/2017 CITY OF CITY HALL Ar** Feder l Avenue South Federal Way. WA 98003-6325 Federal Way (253) 835-7000 twww cityoffederaiway com 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 $1,000,000 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 $1,000,000 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 audit by the City, its authorized representative, the State Auditor, or other governmental officials authorized by law to monitor this Agreement. PROFESSIONAL SERVICES AGREEMENT - 3 - Rev. 3/2017 CITY OF A%.. Federal Way CITY HALL 33325 8th Avenue South Federal Way. WA 98003-6325 (253)835-7000 wmiLv rtyoffedera/way com 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. 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 PROFESSIONAL SERVICES AGREEMENT - 4 - Rev. 3/2017 CITY OF CITY HALL Federal �� Feder l Avenue South Federal Way. WA 98003-6325 (253) 835-7000 mvw crtyoffederalway com 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 of 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 Qf 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. 3/2017 CITY OF CITY HALL South AN**' Federal 1Nay Feder l Avenue 8003 Federal Way. WA 98003-6325 (253) 835-7000 anvw ctyoffederalway. com IN WITNESS, the Parties execute this Agreement below, effective the last date written below. CITY OF FEDERAL WAY: J/erreff, Mayor DATE: sll S TRANSPO GROUP USA, INC.: By: Printed Name: Jon Pascal, PE, PTOE Title: Principal DATE: ?J �!� / 2. co (ci STATE OF WASHINGTON ) ) ss. COUNTY OF V-�AQI ATTEST: qwm""4v - ephanie Courtney, CM Uity Clerk APPROVED AS TO FORM: Ryan Call, City Attorney On this day personally appeared before me Jon Pascal, to me known to be the Principal of Transpo Group USA, Inc. 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 ((TO� day of fD a 20_Lj Notary's signature � (1� � _,o- -- ANISSA M. COREA Notary's printed name R n �s� 0 - C r� rt STATE OF WASHINGTON Notary Public in and for the State of Washington. NOTARY PUBLIC My commission expires MY COMMISSION EXPIRES 11-11-19 PROFESSIONAL SERVICES AGREEMENT - 6 - Rev. 3/2017 ` clrY of CITY HALL Federal Way 33325 Avenue South Federall n Way. nu 98003-6325 (253) 835-7000 wwiv crivoffederahvay. cons EXHIBIT A SERVICES As part of proposed private development within the City, a developer may be required to submit traffic -related improvement plans, traffic reports, and undergo Concurrency tests, all of which fall under the jurisdiction of the Public Works Department. In those cases, Public Works Traffic Division is responsible for reviewing and approving traffic - related design, and conducting intersection Level of Service ("LOS") analysis for Concurrency tests. 1. The Contractor shall do or provide the following: Transpo Group ("Contractor") shall provide on -call Plan Review services to the City of Federal Way ("City"), as requested by the City. At such time requested by the City, Contractor shall assist the City by providing third party professional engineering services for review of private development projects, including but not limited to transportation engineering and engineering plans review services. Services will be provided on a task order basis as identified by the City. For each task order, Contractor will provide the City with a summary of tasks to be conducted, an estimated fee, and a schedule. Services shall be performed within the agreed budget and schedule. To facilitate project schedules, the task orders may be in email format. Contractor will not commence work until the City has provided written authorization via email, fax, or letter. The City is not obligated to assign any specific number of tasks to Contractor, and the City's and Contractor's obligation hereunder are limited to the tasks assigned in writing. Typical services that may be requested under this Agreement include, but are not limited to, the following: Transportation Analysis Review. Contractor will review transportation impact analysis ("TIA") documents for consistency with City regulations, policies and guidelines. This review may include: ■ Trip Generation ■ Trip distribution/assignment ■ Existing and future background conditions without development ■ Traffic operations analyses • Safety Analysis ■ Mitigation measures if applicable Civil Plans/ Street Improvement Plans Review. Contractor will review and approve engineering plans and reports for private developments including commercial sites, multi -family sites, and residential developments for compliance with codes, standards, and policies. Engineering plans and reports may include: street improvements, access design, signals and illumination, sight distance analysis, signing, and channelization plans. Concurrency Management. A Concurrency application is required for all development permits within the City that generate new trips in the PM peak hour. The Concurrency test uses the City's adopted LOS as a basis for determining whether new development can proceed. Contractor will perform a Concurrency analysis consistent with City regulations, policies, and guidelines. The Concurrency test process summary is as follow: ■ Perform Trip Generation using the latest edition of ITE Trip Generation Manual ■ Perform select zone analysis in Emme to generate project trip distribution ■ Add project trips to base year counts and vested trip spreadsheet to generate background and horizon year scenarios ■ Export background and horizon scenarios spreadsheet to Synchro and perform LOS analysis for all intersections impacting by one or more trips. ■ Generate LOS summary report ■ Identify mitigation measures if applicable ■ Prepare/issue Concurrency Reserve Certificate PROFESSIONAL SERVICES AGREEMENT - 7 - Rev. 3/2017 ` CITY OF "��... Federal Way CITY HALL 33325 8th Avenue South Federal Way. WA 98003-6325 (253) 835-7000 wvvw cavoffederalway. con) Meetings & Coordination. As directed by City staff, Contractor will communicate with and meet with City staff, the developer, and the developer's consultants to clarify analysis scope elements and or technical review comments. Contractor will summarize all review findings and recommendations in an email or memorandum, including any corrections necessary to comply with City standards and practices, for each round of review. PROFESSIONAL SERVICES AGREEMENT - 8 - Rev. 3/2017 ` Feder Clry of CITY HALL Way 8th Avenue South Federal Way. WA 98003-6325 Federal (253) 835-7000 EXHIBIT B COMPENSATION 1. Total Compensation: In return for the Services, the City shall pay the Contractor an amount not to exceed Fifty Thousand and 00/100 Dollars ($50,000.00). 2. Method of Compensation: 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 attached hereto as Exhibit "C" and incorporated by this reference. Reimbursable Expenses The actual customary and incidental expenses incurred by Contractor in performing the Services including items note in Exhibit "C" and other reasonable costs; provided, however, that such costs shall be deemed reasonable in the City's sole discretion and shall not exceed Two Thousand and 00/100 Dollars ($2,000.00) PROFESSIONAL SERVICES AGREEMENT - 9 - Rev. 3/2017 CITY OF CITY HALL Federal Way Feder l Avenue South 4! Federal Way, WA 98003-6325 (253) 835-7000 wwuv cityoffederahvay. com EXHIBIT C Transpo Billing Rate Range Schedule Rates are effective Jutv 7.2018 through July 5.2019 Engineer/Planner/Malystl -rector - Level 7 $210 $300 Engineer/Planner[AnalysWroj Adm - Level 6 $170 $205 EmpneerJPlanner/Analyst/Proj Adm - Level 5 $150 $175 Engineer/PtannerlAnalysVProj Adm - Level 4 $130 $160 Engineer/Planner/Ar stlProj Adm - Level 3 $100 $140 Engineer/Ptanner/Analyst/Proj Adm - Level 2 $90 $125 ErgineedPlanner/A rsUPrq Adm - Level 1 $70 $105 Reimbursable Items: Mileage, Parking, Reproductions, Shipping/Courier, Specialty Software, Traffic Data Vendor PROFESSIONAL SERVICES AGREEMENT - 10 - Rev. 3/2017 Exhibit D A� H CERTIFICATE OF LIABILITY INSURANCE (MM/ D/Y DATEDD/YYYY) (MM/ 019 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 Dealey, Renton & Associates P. O. Box 12675o. Oakland, CA 94604-2675 CONTACT NAME: PHONE 510 465-3090 (FAX,No : 510 452 2193 E-MAIL Certificates@Dealeyrenton.com INSURERS AFFORDING COVERAGE NAIC# License #0020739 INSURER A: Charter Oak Fire Insurance Company 25615 INSURED TRANSGRO Transpo Group USA, Inc. 12131 113th Ave NE, Suite 203 INSURER B: Travelers Indemnity Company 25658 INSURER c :Sentinel Insurance Co. LTD 11000 INSURER D: Beazley Insurance Company, Inc. 37540 Kirkland, WA 98034 425 821-3665 INSURER E : INSURER F : COVERAGES CERTIFICATE NUMBER- 19.3217r,414 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 LTR TYPE OF INSURANCE ADDL SUBR POLICY NUMBER POLICY EFF MM/DD/YYYY POLICY EXP /Y MM/DDYYY LIMITS A X COMMERCIAL GENERAL LIABILITY Y Y 6805H922543 1/1/2019 1/1/2020 EACH OCCURRENCE $1,000,000 CLAIMS -MADE a OCCUR DAMAGE TO RENTED PREMISES Ea occurrence)$ 1,000,000 X MED EXP (Any one person) $ 10,000 Contractual Liab X XCU Included PERSONAL & ADV INJURY $ 1,000,000 GEN'L AGGREGATE LIMIT APPLIES PER: GENERAL AGGREGATE $ 2,000,000 RO- POLICY a j CT LOC PRODUCTS - COMP/OP AGG $ 2,000,000 $ OTHER: B AUTOMOBILE LIABILITY Y Y BA41`625154 1/1/2019 1/1/2020 COMBINED SINGLE LIMIT Ea accident $ 1,000,000 BODILY INJURY (Per person) $ ANY AUTO OWNED SCHEDULED AUTOS ONLY AUTOS BODILY INJURY (Per accident) $ X PROPERTY DAMAGE Per accident $ HIRED X NON -OWNED AUTOS ONLY AUTOS ONLY B X UMBRELLA LIAB X IOCCUR CUP4F625338 1/1/2019 1/1/2020 EACH OCCURRENCE $5,000,000 AGGREGATE $ 5,000,000 EXCESS LIAB CLAIMS -MADE DED I X IRETENTION $ $ C A WORKERS COMPENSATION AND EMPLOYERS' LIABILITY Y / N ANYPROPRIETOR/PARTNER/EXECUTIVE OFFICER/MEMBEREXCLUDED? N / A Y 57WECZS7222 6805H922543 1/1/2019 1/1/2019 1/1/2020 1/1/2020 X PER STATUTE ER WA Stop Gap E.L. EACH ACCIDENT $ 1,000,000 E.L. DISEASE - EA EMPLOYEE $ 1,000,000 (Mandatory in NH) If yes, describe under DESCRIPTION OF OPERATIONS below E.L. DISEASE - POLICY LIMIT $ 1,000,000 D Professional Liability Claims Made Form V1D535190301 1/1/2019 1/1/2020 $2,000,000 $4,000,000 Per Claim Annual Aggregate DESCRIPTION OF OPERATIONS / LOCATIONS / VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached If more space is required) Umbrella Liability policy is a follow -form to underlying General Liability/Auto Liability/Employers Liability. Project Name/Number: Federal Way On -Call Traffic Services 18389.00 -- City of Federal Way is named as Additional Insured as respects General and Auto Liability as required per written contract or agreement. General Liability insurance is Primary/Non-Contributory per policy form wording. City of Federal Way 33325 8th Avenue South Federal Way WA 98003-6325 3U UaV Notice OT l:anceiiation 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 f W- 10 OLD ©1988-2015 ACORD CORPORATION. All rights reserved. ACORD 25 (2016/03) The ACORD name and logo are registered marks of ACORD POLICY NUMBER 6805H922543 COMMERCIAL GENERAL LIABILITY ISSUED DATE: 1/28/2019 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. ADDITIONAL INSURED - OWNERS, LESSEES OR CONTRACTORS - SCHEDULED PERSON OR ORGANIZATION This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART SCHEDULE Names of Additional Insured Person(s) or Organization(s): Any person or organization that you agree in a written contract, on this Coverage Part, provided that such written contract was signed and executed by you before, and is in effect when the "bodily injury" or "property damage" occurs or the "personal injury" or "advertising injury" offense is committed. Location of Covered Operations: Any project to which an applicable written contract with the described in the Name of Additional Insured Person(s) or Organization(s) section of this Schedule applies. (Information required to complete this Schedule, if not shown above, will be shown in the Declarations.) A. Section II — Who Is An Insured is amended to in- clude as an additional insured the person(s) or organization(s) shown in the Schedule, but only with respect to liability for "bodily injury", "property damage", "personal injury" or "advertising injury" caused, in whole or in part, by: 1. Your acts or omissions; or 2. The acts or omissions of those acting on your behalf; in the performance of your ongoing operations for the additional insured(s) at the location(s) desig- nated above. B. With respect to the insurance afforded to these additional insureds, the following additional exclu- sions apply: This insurance does not apply to "bodily injury" or "property damage" occurring, or "personal injury" or "advertising injury" arising out of an offense committed, after: 1. All work, including materials, parts or equip- ment furnished in connection with such work, on the project (other than service, mainte- nance or repairs) to be performed by or on behalf of the additional insured(s) at the loca- tion of the covered operations has been com- pleted; or 2. That portion of "your work" out of which the injury or damage arises has been put to its in- tended use by any person or organization other than another contractor or subcontrac- tor engaged in performing operations for a principal as a part of the same project. CG D3 61 03 05 Copyright 2005 The St. Paul Travelers Companies, Inc. All rights reserved. Page 1 of 1 Includes copyrighted material of Insurance Services Office, Inc. with its permission. COMMERCIAL GENERAL LIABILITY ISSUED DATE: 1/28/2019 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. ADDITIONAL INSURED - OWNERS, LESSEES OR CONTRACTORS - COMPLETED OPERATIONS This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART SCHEDULE Name Of Additional Insured Person(s) Or Organization(s): Any person or organization that you agree in a written contract to include as an additional insured on this Coverage Part for "bodily injury" or "property damage" included in the "products - completed operations hazard", provided that such contract was signed and executed by you before, and is in effect when, the bodily injury or property damage occurs. Location And Description Of Completed Operations Any project to which an applicable contract described in the Name of Additional Insured Person(s) or Organization(s) section of this Schedule applies. Information required to complete this Schedule, if not shown above, will be shown in the Declarations. Section II — Who Is An Insured is amended to in- clude as an additional insured the person(s) or or- ganization(s) shown in the Schedule, but only with respect to liability for "bodily injury" or "property dam- age" caused, in whole or in part, by "your work" at the location designated and described in the schedule of this endorsement performed for that additional in- sured and included in the "products -completed opera- tions hazard". CG 20 37 07 04 O ISO Properties, Inc., 2004 Page 1 of 1 POLICY NUMBER: 6805H922543 COMMERCIAL GENERAL LIABILITY THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. OTHER INSURANCE - ADDITIONAL INSUREDS - PRIMARY AND NON-CONTRIBUTORY WITH RESPECT TO CERTAIN OTHER INSURANCE This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART The following is added to Paragraph 4. a., Primary (1) The "bodily injury" or "property damage" for which Insurance, of SECTION IV — COMMERCIAL GEN- coverage is sought is caused by an 'occurrence" ERAL LIABILITY CONDITIONS: that takes place; and However, if you specifically agree in a written contract or agreement that the insurance afforded to an addi- tional insured under this Coverage Part must apply on a primary basis, or a primary and non-contributory basis, this insurance is primary to other insurance that is available to such additional insured which covers such additional insured as a named insured, and we will not share with that other insurance, provided that: (2) The "personal injury" or "advertising injury" for which coverage is sought arises out of an offense that is committed; subsequent to the signing and execution of that con- tract or agreement by you. CG D4 25 07 08 © 2008 The Travelers Companies, Inc. Page 1 of 1 POLICY NUMBER: 68051-1922543 COMMERCIAL GENERAL LIABILITY ISSUED DATE: 1/28/2019 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. WAIVER OF TRANSFER OF RIGHTS OF RECOVERY AGAINST OTHERS TO US This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART SCHEDULE Name of Person or Organization: Any person or organization that you agree in a written contract (If no entry appears above, information required to complete this endorsement will be shown in the Declarations as applicable to this endorsement.) The TRANSFER OF RIGHTS OF RECOVERY AGAINST OTHERS TO US Condition (Section IV - COMMERCIAL GENERAL LIABILITY CONDITIONS) is amended by the addition of the following: We waive any right of recovery we may have against the person or organization shown in the Schedule above because of payments we make for injury or damage arising out of your ongoing operations or "your work" done under a contract with that person or organization and included in the "products - completed operations hazards." This waiver applies only to the person or organization shown in the Schedule above. CG 24 04 10 93 Copyright, Insurance Services Office, Inc., 1992 Page 1 of 1 Policy: BA4F625154 COMMERCIAL AUTO THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. BLANKET ADDITIONAL INSURED This endorsement modifies insurance provided under the following: BUSINESS AUTO COVERAGE FORM MOTOR CARRIER COVERAGE FORM The following is added to Paragraph c. in A.1., Who Is An Insured, of SECTION II — COVERED AUTOS LIABILITY COVERAGE in the BUSINESS AUTO COVERAGE FORM and Paragraph e. in A.1., Who Is An Insured, of SECTION 11 — COVERED AUTOS LIABILITY COVERAGE in the MOTOR CARRIER COVERAGE FORM, whichever Coverage Form is part of your policy: This includes any person or organization who you are required under a written contract or agreement between you and that person or organization, that is signed by you before the "bodily injury" or "property damage" occurs and that is in effect during the policy period, to name as an additional insured for Covered Autos Liability Coverage, but only for damages to which this insurance applies and only to the extent of that person's or organization's liability for the conduct of another "insured". CA T4 37 02 16 © 2016 The Travelers Indemnity Company. All rights reserved. Page 1 of 1 Includes copyrighted material of Insurance Services Office, Inc. with its permission. Policy # BA4F625154 COMMERCIAL AUTO THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. BLANKET WAIVER OF SUBROGATION This endorsement modifies insurance provided under the following: AUTO DEALERS COVERAGE FORM BUSINESS AUTO COVERAGE FORM MOTOR CARRIER COVERAGE FORM The following replaces Paragraph A.5., Transfer of required of you by a written contract executed Rights Of Recovery Against Others To Us, of the prior to any "accident" or 'loss", provided that the CONDITIONS Section: "accident" or 'loss" arises out of the operations 5. Transfer Of Rights Of Recovery Against Oth- contemplated by such contract. The waiver ap- ers To Us plies only to the person or organization desig- We waive any right of recovery we may have nated in such contract. against any person or organization to the extent CA T3 40 02 15 © 2015 The Travelers Indemnity Company. All rights reserved. Page 1 of 1 Includes copyrighted material of Insurance Services Office, Inc. with its permission. THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. WORKERS' COMPENSATION BROAD FORM ENDORSEMENT EXTENDED OPTIONS Policy Number: 57 WEC ZS7222 Endorsement Number: Effective Date: 01/01/19 Effective hour is the same as stated on the Information Page of the policy. Named Insured and Address: TRANSPO GROUP USA, INC. 12131 113TH AVE NE, STE 203 KIRKLAND WA 98034 Section I of this endorsement expands coverage provided under WC 00 00 00. Section II of this endorsement provides additional coverage usually only provided by endorsement. Section III of this endorsement is a Schedule of Covered States. You may use the index to locate these coverage features quickly: INDEX SUBJECT PAGE SUBJECT PAGE SECTION 1 2 B. Part One Does Not Apply 3 PARTS ONE and TWO 2 C. Application of Coverage 3 01 We Will Also Pay 2 D. Additional Exclusions 3 PART - THREE 2 E. West Virginia 3 02 How This Insurance Works 2 EXTENDED OPTIONS 4 PART - SIX 2 01 Employers' Liability Insurance 4 03 Transfer of Your Rights and Duties 2 02 Unintentional Failure to Disclose 4 04 Liberalization 2 Hazards SECTION 11 2 03 Waiver of Our Right to Recover from 4 VOLUNTARY COMPENSATION 2 Others INSURANCE 04 Foreign Voluntary Compensation 4 05 Voluntary Compensation Insurance 2 A. How This Reimbursement Applies 4 A. How This Insurance Applies 2 B. We Will Reimburse 4 B. We Will Pay 3 C. Exclusions 4 C. Exclusions 3 D. Before We Pay 5 D. Before We Pay 3 E. Recovery From Others 5 E. Recovery From Others 3 F. Reimbursement For Actual Loss 5 F. Employers' Liability Insurance 3 Sustained EMPLOYERS' LIABILITY STOP GAP 3 G. Repatriation 5 ENDORSEMENT H. Endemic Disease 5 06 Employers' Liability Stop Gap 3 05 Longshore and Harbor Workers' 5 Coverage Compensation Act Coverage A. Stop Gap Coverage Limited to 3 Endorsement Montana, North Dakota, Ohio, SECTION III 6 Washington, West Virginia and 01 Schedule of Covered States 6 Wyoming Form WC 99 03 03 B Printed in U.S.A. (Ed. 8/00) Process Date: 11/22/18 Page 1 of 6 Policy Expiration Date: 01/01/20 © 2000, The Hartford PARTS ONE and TWO 1. WE WILL ALSO PAY D. We Will Also Pay of Part One (WORKERS' COMPENSATION INSURANCE); and E. We Will Also Pay of Part Two (EMPLOYERS' LIABILITY INSURANCE) is replaced by the following: We Will Also Pay We will also pay these costs, in addition to other amounts payable under this insurance, as part of any claim, proceeding, or suit we defend: 1. reasonable expenses incurred at our request, INCLUDING loss of earnings; 2. premiums for bonds to release attachments and for appeal bonds in bond amounts up to the limit of our liability under this insurance; 3. litigation costs taxed against you; 4. interest on a judgment as required by law until we offer the amount due under this law; and 5. expenses we incur. VOLUNTARY COMPENSATION ANDEMPLOYERS' LIABILITY COVERAGE 5. Voluntary Compensation Insurance A. How This Insurance Applies This insurance applies to bodily injury by accident or bodily injury by disease. Bodily injury includes resulting death. 1. The bodily injury must be sustained by any officer or employee not subject to the workers' compensation law of any state shown in Item 3.A. of the Information Page. 2. The bodily injury must arise out of and in the course of employment or incidental to work in a state shown in Item 3.A. of the Information Page. SECTION I PART THREE 2. How This Insurance Applies Paragraph 4. of A. How This Insurance Applies of Part 3 (Other States Insurance) is replaced by the following: 4. If you have work on the effective date of this policy in any state not listed in Item 3.A. of the Information Page, coverage will not be afforded for that state unless we are notified within sixty days. PART SIX 3. Transfer Of Your Rights and Duties C. Transfer Of Your Rights and Duties of Part 6 (Conditions) is replaced by the following: Your rights or duties under this policy may not be transferred without our written consent. If you die and we receive notice within sixty days after your death, we will cover your legal representative as insured. 4. Liberalization SECTION II If we adopt a change in this form that would broaden the coverage of this form without extra charge, the broader coverage will apply to this policy. It will apply when the change becomes effective in your state. 3. The bodily injury must occur in the United States of America, its territories or possessions, or Canada, and may occur elsewhere if the employee is a United States or Canadian citizen, or otherwise legal resident, and legally employed, in the United States or Canada and temporarily away from those places. 4. Bodily injury by accident must occur during the policy period. 5. Bodily injury by disease must be caused or aggravated by the conditions of the Form WC 99 03 03 B Printed in U.S.A. (Ed. 8/00) Page 2 of 6 officer's or employee's employment. The If the persons entitled to the benefits of this officer's or employee's last day of last insurance make a recovery from others, they exposure to the conditions causing or must reimburse us for the benefits we paid them. aggravating such bodily injury by disease F. Employers' Liability Insurance must occur during the policy period. Part Two (Employers' Liability Insurance) applies B. We Will Pay to bodily injury covered by this endorsement as We will pay an amount equal to the benefits though the State of Employment was shown in that would be required of you as if you and Item 3.A. of the Information Page. your employees were subject to the workers' This provision 5. does not apply in New Jersey or compensation law of any state shown in Item Wisconsin. 3.A. of the Information Page. We will pay those amounts to the persons who would be EMPLOYERS' LIABILITY STOP GAP COVERAGE entitled to them under the law. 6. Employers' Liability Stop Gap Coverage C. Exclusion A. This coverage only applies in Montana, North This insurance does not cover: Dakota, Ohio, Washington, West Virginia and Wyoming. 1. any obligation imposed by workers' B. Part One (Workers' Compensation Insurance) compensation or occupational disease does not apply to work in states shown in law or any similar law. Paragraph A above. 2. bodily injury intentionally caused or aggravated by you. C. Part Two (Employers' Liability Insurance) applies in the states, shown in Paragraph A., as though 3. officers or employees who have elected they were shown in Item 3.A. of the Information not to be subject to the state workers' Page. compensation law. D. Part Two, Section C. Exclusions is changed by 4. partners or sole proprietors not covered adding these exclusions. under the Standard Sole Proprietors, Partners, Officers and Others Coverage This insurance does not cover; Endorsement. 5. bodily injury intentionally caused or D. Before We Pay aggravated by you or in Ohio bodily injury resulting from an act which is determined by Before we pay benefits to the persons an Ohio court of law to have been committed entitled to them, they must: by you with the belief than an injury is 1. Release you and us, in writing, of all substantially certain to occur. However, the responsibility for the injury or death. cost of defending such claims or suits in Ohio 2. Transfer to us their right to recover from is covered. others who may be responsible for the 13. bodily injury sustained by any member of the injury or death. flying crew of any aircraft. 3. Cooperate with us and do everything 14. any claim for bodily injury with respect to necessary to enable us to enforce the which you are deprived of any defense or right to recover from others. defenses or are otherwise subject to penalty If the persons entitled to the benefits of this because of default in premium under the insurance fail to do those things, our duty to provisions of the workers' compensation law pay ends at once. If they claim damages or laws of a state shown in Paragraph A. from you or from us for the injury or death, E. This insurance applies to damages for which you our duty to pay ends at once. are liable under West Virginia Code Annot. S 23- E. Recovery From Others 4-2. If we make a recovery from others, we will keep an amount equal to our expenses of recovery and the benefits we paid. We will pay the balance to the persons entitled to it. Form WC 99 03 03 B Printed in U.S.A. (Ed. 8/00) Page 3 of 6 EXTENDED OPTIONS 1. Employers' Liability Insurance 4. Foreign Voluntary Compensation and Employers' Item 3.13. of the Information Page is replaced by Liability Reimbursement the following: A. How This Reimbursement Applies B. Employers' Liability Insurance: 1. Part Two of the policy applies to work in each state listed in Item 3.A. The Limits of Liability under Part Two are the higher of: Bodily Injury by Accident $500,000 Each Accident Bodily Injury by Disease $500,000 Policy Limit Bodily Injury by Disease $500,000 Each Employee OR 2. The amount shown in the Information Page. This provision 1 of EXTENDED OPTIONS does not apply in New York because the Limits Of Our Liability are unlimited. In this provision the limits are changed from $500,000 to $1,000,000 in California. 2. Unintentional Failure to Disclose Hazards If you unintentionally should fail to disclose all .existing hazards at the inception date of your policy, we shall not deny coverage under this policy because of such failure. 3. Waiver of Our Right To Recover From Others A. We have the right to recover our payments from anyone liable for an injury covered by this policy. We will not enforce our right against any person or organization for whom you perform work under a written contract that requires you to obtain this agreement from us. This agreement shall not operate directly or indirectly to benefit anyone not named in the agreement. B. This provision 3. does not apply in the states of Pennsylvania and Utah. This reimbursement provision applies to bodily injury by accident or bodily injury by disease. Bodily injury includes resulting death. 1. The bodily injury must be sustained by an officer or employee. 2. The bodily injury must occur in the course of employment necessary or incidental to work in a country not listed in Exclusion C.1. of this provision. 3. Bodily injury by accident must occur during the policy period. 4. Bodily injury by disease must be caused or aggravated by the conditions of your employment. The officer or employee's last exposure to those conditions of your employment must occur during the policy period. B. We Will Reimburse We will reimburse you for all amounts paid by you whether such amounts are: 1. voluntary payments for the benefits that would be required of you if you and your officers or employees were subject to any workers' compensation law of the state of hire of the individual employee. 2. sums to which Part Two (Employers' Liability Insurance) would apply if the Country of Employment were shown in Item 3.A. of the Information Page. C. Exclusions This insurance does not cover: 1. any occurrences in the United States, Canada, and any country or jurisdiction which is the subject of trade or economic sanctions imposed by the laws or regulations of the United States of America in effect as of the inception date of this policy. 2. any obligation imposed by a workers' compensation or occupational disease law, or similar law. 3. bodily injury intentionally caused or aggravated by you. Form WC 99 03 03 B Printed in U.S.A. (Ed. 8/00) Page 4 of 6 4. liability for any consequence, whether of America necessarily incurred as a direct result direct or indirect, of war, invasion, act of of bodily injury. Foreign enemy, hostilities (whether war Our reimbursement shall be limited as follows: be declared or not), civil war, rebellion, revolution, insurrection or military or 1. to the amount by which such expenses usurped power. No endorsement now or exceed the normal cost of returning the subsequently attached to this policy shall officer or employee if in good health, or be construed as overriding or waiving 2. in the event of death, to the amount by which this limitation unless specific reference is such expenses exceed the normal cost of made thereto. returning the officer or employee if alive and D. Before We Pay in good health. Before we reimburse you for the benefits to In no event shall our reimbursement exceed the the persons entitled to them, you must have bodily injury by accident limit shown in Item 3.13. them: of the Information Page as respects any one such officer or employee whether dead or alive. 1. release you and us, in writing, of all H. Endemic Disease responsibility for the injury or death, 2. transfer to us their right to recover from The word "disease" includes any endemic others who may be responsible for their diseases. injury or death, The coverage applies as if endemic diseases 3. cooperate with us and do everything were included in the provisions of the workers' necessary to enable us to enforce the compensation law. right to recover from others. 5. Longshore and Harbor Workers' Compensation If the persons entitled to the benefits paid fail Act Coverage to do these things, our duty to reimburse General Section C. Workers' Compensation Law ends at once. If they claim damages from us is replaced by the following: for the injury or death, our duty to reimburse C. Workers' Compensation Law ends at once. Workers' Compensation Law means the workers E. Recovery From Others or workers' compensation law and occupational If we make a recovery from others, we will disease law of each state or territory named in keep an amount equal to our expenses of Item 3.A. of the Information Page and the recovery and the benefits we reimbursed. Longshore and Harbor Workers' Compensation We will pay the balance to the persons Act (33 USC Sections 901-950). It includes any entitled to it. If persons entitled to the amendments to those laws that are in effect benefits make a recovery from others, they during the policy period. It does not include any must repay us for the amounts that we have other federal workers or workers' compensation reimbursed you. law, other federal occupational disease law or the F. Reimbursement for Actual Loss provisions of any law that provide Sustained nonoccupational disability benefits. This endorsement provides only for Part Two (Employers' Liability Insurance), C. reimbursement for the loss you actually Exclusions, exclusion 8, does not apply to work sustain. In order for you to recover loss or subject to the Longshore and Harbor Workers' expenses under this reimbursement you Compensation Act. must: This coverage does not apply to work subject to 1. actually sustain and pay the loss or the Defense Base Act, the Outer Continental expense in money after trial, or Shelf Lands Act, or the Nonappropriated Fund Instrumentalities Act. 2. secure our consent for the payment of the loss or expense. G. Repatriation Our reimbursement includes the additional expenses of repatriation to the United States Form WC 99 03 03 B Printed in U.S.A. (Ed. 8/00) Page 5 of 6 SECTION III 1. SCHEDULE OF COVERED STATES A. This endorsement only applies in the states listed in this Schedule of Covered States. C. Schedule of Covered States: CA B. If a state, shown in Item 3.A. of the Information Page, approves this endorsement after the effective date of this policy, this endorsement will apply to this policy. The coverage will apply in the new state on the effective date of the state approval Y Countersigned bak��r OhAlt' � Authorized Representative Form WC 99 03 03 B Printed in U.S.A. (Ed. 8/00) Page 6 of 6