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AG 16-020RETURN TO: PW ADMIN EXT: 2700 ID #: Ica CITY OF FEDERAL WAY LAW DEPARTMENT ROUTING FORM 1. ORIGINATING DEPT /D1V: PUBLIC WORKS I k �_ �RnA 2. ORIGINATING STAFF PERSON: Z�liC + -cif L i EXT: .1711-0 3. DATE REQ. BY: 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 '<CONTRACTAMENDMENT (AG #): 1 IQ -DW ❑ INTERLOCAL ❑ OTHER `I...11 -01 4. PROJECTNAME :SW 936,44k vAIA,tj /SW 34&#A 5+04- C,1r�i4sr 5+u be5iipt Ser /LC:QS U 5. NAME OF CONTRACTOR: 5C-Zr , 4{L eufaC� 1 •I Ga ADDRESS: 1'319 —calm. m Sui'}e c,,,,Li - iS6u..0 TELEPHO -:3c; -/141. � E -MAIL: '&f6 d 4 it to ., yr J FAX: EXPO - SIGNATURE NAME: Iwo—Jewell TITLE:In:MS r•a151liaLet M 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 # L' ---- WWZS113 BL, EXP. 12/31/ UBI # 6'OZf' /Z Z01 , EXP. / / p 7. TERM: COMMENCEMENT DATE: !.1 10 i J k' COMPLETION DATE: i3{ ' i (I a 8. TOTAL COMPENSATION: $ 2.01 W7.1 (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 0, RETAINAGE BOND PROVIDED 'id. PURCHASING: PLEASE CHARGE TO: 7O&' • L L • /6 g , 9 . to it. LYII 9. DOCUMENT / CONTRACT REVIEW INITIAL / DATE REVIEWED INITIAL / DATE APPROVED R A DIVISION MANAGER 0 / 7�,, 2J X DEPUTY DIRECTOR 6, 7 (424 c1 ig DIRECTOR I1, _ (IF APPLICABLE) ti LAW DEPT 67 /1.-i . V 10. COUNCIL APPROVAL (IF APPLICABLE) COMMITTEE APPROVAL DATE: COUNCIL APPROVAL DATE: �j 11. CONTRACT XS NT TO VENDOR/CONTRACTOR DATE SENT: ctL 1 � t ` r DATE REC'D: "VI, 1.11-1 ❑ ATTACH: SIGNATURE AUTHORITY, INSURANCE CERTIFICATE, LICENSES, EXHIBITS )Q 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 ❑ T . A LAW DEPT rE //; /� IC OR DIRECTOR) ��� Ai ❑ CITY CLERK Aii g&MLik 0 . , V, i X ASS IGNED AG # AG' , -'iW# = 1 SIGNED COPY RETURNED DATE SENT: 04-2111- 4C ❑ RETURN ONE ORIGINAL COMMENTS: EXECUTE "Z." ORIGINALS ■ols - w11k u Lo u.61 -tot vtc wit . Yo( ,,(c I, e� t , 1 ? !_J -, ((j t 4/2017 SUPPLEMENT NO. 2 CITY OF FEDERAL WAY LOCAL AGENCY STANDARD CONSULTANT AGREEMENT FOR SW 336TH WAY / SW 340TH STREET CORRIDOR STUDY DESIGN SERVICES The local agency of the City of Federal Way desires to supplement the agreement entered into with Shea, Carr & Jewell, Inc. effective the 10th day of February 2016, identified as Agreement No. 16 -020. All provisions in the Agreement remain in effect except as expressly modified by this supplement, "Supplement No. 2." The changes to the Agreement are described as follows: Section IV, Time for Beginning and Completion, shall be amended to extend the completion date to December 31, 2018. Signed this 15th day of June, 2017. Shea, Carr & . ewell, Inc. By: obert E. Jew Its: Principal 8730 Tallon Ln NE, Suite 200 Lacey, WA 98516 (360) 352 -1465 CITY OF FEDERAL WAY By: .'-'657L/21°1" Jim Ferrell Its: Mayor 33325 8th Ave S Federal Way, WA 98003 (253) 835 -2401 APPROVED P�YZ AS Mark Orthmann,ActUi City Attorney botAhl C:\ Users \alissa.north \AppData \Local\ Microsoft\ Windows \INetCache \Content.Outlook \X5KZZS13 \16 -020 SW336_340 Supplement No 2 - SCJ Alliance.docx ACORDrM Client#: 116497 SHEACARR CERTIFICATE OF LIABILITY INSURANCE DATE (MM /DD/YYYY) 9/14/2017 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 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 Propel Insurance Tacoma Commercial Insurance 1201 Pacific Ave, Suite 1000 Tacoma, WA 98402 INSURED Shea,Carr & Jewell Inc dba SCJ Alliance 8730 Talton Lane NE, Suite 200 Lacey, WA 98516 CONTACT Debbie Winston NAME: PHONE A//, No, �): 800 499 -0933 FAX A , No): 866 577 -1326 ADDRESS: d ebbie.winston ro linsurance.com ADDRESS: @p l� INSURERS) AFFORDING COVERAGE NAIC INSURER A: American Casualty Co of Reading 20427 INSURER B : Continental Casualty Company 20443 INSURER c : Beazley Insurance Company, Inc. 37540 INSURER D : INSURER E : INSURER F : COVERAGES CERTIFICATE NUMBER: REVISION NUMBER: THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. INSR LTR TYPE OF INSURANCE ADDL INSR SUBR W VD POLICY NUMBER POLICY EFF (MDD/YYYY) MI 06/15/2017 POLICY EXP (MMIDD/YYYY) 06/15/2018 LIMITS EACH OCCURRENCE $2,000,000 $300,000 A GENERAL LIABILITY COMMERCIAL GENERAL LIABILITY X OCCUR Y Y 2090667295 X PREMISES (EaENo Terrence) '.. CLAIMS -MADE MED EXP (Any one person) $10,000 PERSONAL & ADV INJURY $2,000,000 GENERAL AGGREGATE $4,000,000 GEN'L AGGREGATE LIMIT APPLIES PER: LOC PRODUCTS - COMP /OP AGG $4,000,000 POLICY X 128: $ A AUTOMOBILE LIABILITY ANY AUTO ALL OWNED AUTOS HIRED AUTOS X SCHEDULED AUTOS NON -OWNED AUTOS OCCUR CLAIMS -MADE Y Y Y Y 4012152794 06/15/2017 06/15/2018 (Ea aocidenD SINGLE LIMIT $1,000,000 X , X BODILY INJURY (Per person) $ BODILY INJURY (Per accident) $ PROPERTY DAMAGE (Per accident) $ _TXJ $ B X UMBRELLA LIAB EXCESS LIAB 4016829451 06/15 /2017 06/15/2018 EACH OCCURRENCE $3,000,000 $3,000,000 AGGREGATE DED RETENTION $ $ A WORKERS COMPENSATION AND EMPLOYERS' LIABILITY Y / N ANY PROPRIETOR/PARTNER/EXECUTIVE OFFICER/MEMBEREXCLUDED? (Mandatory in NH) If yes, describe under DESCRIPTION OF OPERATIONS below N/A 2090667295 (WA Stop Gap) 06/15/2017 06/15/2018 Tar ATU- OTH- IMITS x ER E.L. EACH ACCIDENT $1,000,000 E.L. DISEASE - EA EMPLOYEE $1,000,000 i $1,000,000 E.L. DISEASE - POLICY LIMIT C Professional Liability V10BC2170801 06/17/2017 06/17/2018 Each Claim- $1,000,000 Aggregate - $2,000,000 Ded: $60,000 DESCRIPTION OF OPERATIONS / LOCATIONS / VEHICLES (Attach ACORD 101, Additional Remarks Schedule, if more space is required) RE: Project #0735.02; SW 336th Way /SW340th Street Corridor Study The City of Federal Way is additional insured per the attached endorsement. CERTIFICATE HOLDER CANCELLATION City of Federal Way 33325 8th Ave S Federal Way, WA 98003 SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. AUTHORIZED REPRESENTATIVE 17aq A. ACORD 25 (2010/05) 1 of 1 #S2853737/M2775042 © 1988 -2010 ACORD CORPORATION. All rights reserved. The ACORD name and logo are registered marks of ACORD BAL01 This page has been left blank intentionally. CNA S B- 146932 -E (Ed. 06/11) THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. BLANKET ADDITIONAL INSURED - LIABILITY EXTENSION This endorsement modifies insurance provided under the following: BUSINESSOWNERS LIABILITY COVERAGE FORM Coverage afforded under this extension of coverage endorsement does not apply to any person or organization covered as an additional insured on any other endorsement now or hereafter attached to this Policy. 1. ADDITIONAL INSURED — BLANKET VENDORS WHO IS AN INSURED is amended to include as an additional insured any person or organization (referred to below as vendor) with whom you agreed, because of a written contract or agreement to provide insurance, but only with respect to "bodily injury" or "property damage" arising out of "your products" which are distributed or sold in the regular course of the vendor's business, subject to the following additional exclusions: 1. The insurance afforded the vendor does not apply to: a. "Bodily injury" or "property damage" for which the vendor is obligated to pay damages by reason of the assumption of liability in a contract or agreement. This exclusion does not apply to liability for damages that the vendor would have in the absence of the contract or agreement; b. Any express warranty unauthorized by you; c. Any physical or chemical change in the product made intentionally by the vendor; d. Repackaging, except when unpacked solely for the purpose of inspection, demonstration, testing, or the substitution of parts under instructions from the manufacturer, and then repackaged in the original container; e. Any failure to make such inspections, adjustments, tests or servicing as the vendor has agreed to make or normally undertakes to make in the usual course of business, in connection with the distribution or sale of the products; f. Demonstration, installation, servicing or repair operations, except such operations performed at the vendor's premises in connection with the sale of the product; Products which, after distribution or sale by you, have been labeled or relabeled or used as a container, part or ingredient of any other thing or substance by or for the vendor; or h. "Bodily injury" or "property damage" arising out of the sole negligence of the vendor for its g. SB- 146932 -E (Ed. 06/11) own acts or omission or those of its employees or anyone else acting on its behalf. However, this exclusion does not apply to: (1) The exceptions contained in Subparagraphs d. or f.; or (2) Such inspections, adjustments, tests or servicing as the vendor has agreed to make or normally undertakes to make in the usual course of business, in connection with the distribution or sale of the products. 2. This insurance does not apply to any insured person or organization, from whom you have acquired such products, or any ingredient, part or container, entering into, accompanying or containing such products. 3. This provision 2. does not apply to any vendor included as an insured by an endorsement issued by us and made a part of this Policy. 4. This provision 2. does not apply if "bodily injury" or "property damage" included within the "products - completed operations hazard" is excluded either by the provisions of the Policy or by endorsement. 2. MISCELLANEOUS ADDITIONAL INSUREDS WHO IS AN INSURED is amended to include as an insured any person or organization (called additional insured) described in paragraphs 2.a. through 2.h. below whom you are required to add as an additional insured on this policy under a written contract or agreement but the written contract or agreement must be: 1. Currently in effect or becoming effective during the term of this policy; and 2. Executed prior to the "bodily injury," "property damage" or "personal and advertising injury," but Only the following persons or organizations are additional insureds under this endorsement and coverage provided to such additional insureds is limited as provided herein: a. Additional Insured — Your Work That person or organization for whom you do work is an additional insured solely for liability Page 1 of 5 CNA due to your negligence specifically resulting from your work for the additional insured which is the subject of the written contract or written agreement. No coverage applies to liability resulting from the sole negligence of the additional insured. The insurance provided to the additional insured is limited as follows: (1) The Limits of Insurance applicable to the additional insured are those specified in the written contract or written agreement or in the Declarations of this policy, whichever is less. These Limits of Insurance are inclusive of, and not in addition to, the Limits of Insurance shown in the Declarations. (2) The coverage provided to the additional insured by this endorsement and paragraph F.9. of the definition of "insured contract" under Liability and Medical Expenses Definitions do not apply to "bodily injury' or "property damage" arising out of the "products- completed operations hazard" unless required by the written contract or written agreement. (3) The insurance provided to the additional insured does not apply to "bodily injury," "property damage," or "personal and advertising injury" arising out of the rendering or failure to render any professional services. b. State or Political Subdivisions A state or political subdivision subject to the following provisions: (1) This insurance applies only with respect to the following hazards for which the state or political subdivision has issued a permit in connection with premises you own, rent, or control and to which this insurance applies: (a) The existence, maintenance, repair, construction, erection, or removal of advertising signs, awnings, canopies, cellar entrances, coal holes, driveways, manholes, marquees, hoistaway openings, sidewalk vaults, street banners, or decorations and similar exposures; or (b) The construction, erection, or removal of elevators; or (2) This insurance applies only with respect to operations performed by you or on your behalf for which the state or political subdivision has issued a permit. SB- 146932 -E (Ed. 06/11) SB- 146932 -E (Ed. 06/11) This insurance does not apply to "bodily injury," "property damage" or "personal and advertising injury" arising out of operations performed for the state or municipality. c. Controlling Interest Any persons or organizations with a controlling interest in you but only with respect to their liability arising out of: (1) Their financial control of you; or (2) Premises they own, maintain or control while you lease or occupy these premises. This insurance does not apply to structural alterations, new construction and demolition operations performed by or for such additional insured. d. Managers or Lessors of Premises A manager or lessor of premises but only with respect to liability arising out of the ownership, maintenance or use of that specific part of the premises leased to you and subject to the following additional exclusions: This insurance does not apply to: (1) Any "occurrence" which takes place after you cease to be a tenant in that premises; or (2) Structural alterations, new construction or demolition operations performed by or on behalf of such additional insured. e. Mortgagee, Assignee or Receiver A mortgagee, assignee or receiver but only with respect to their liability as mortgagee, assignee, or receiver and arising out of the ownership, maintenance, or use of a premises by you. This insurance does not apply to structural alterations, new construction or demolition operations performed by or for such additional insured. f. Owners /Other Interests — Land is Leased An owner or other interest from whom land has been leased by you but only with respect to liability arising out of the ownership, maintenance or use of that specific part of the and leased to you and subject to the following additional exclusions: This insurance does not apply to: (1) Any "occurrence" which takes place after you cease to lease that land; or Page 2 of 5 CNA g. (2) Structural alterations, new construction or demolition operations performed by or on behalf of such additional insured. Co -owner of Insured Premises A co -owner of a premises co -owned by you and covered under this insurance but only with respect to the co- owners liability as co- owner of such premises. h. Lessor of Equipment Any person or organization from whom you lease equipment. Such person or organization are insureds only with respect to their liability arising out of the maintenance, operation or use by you of equipment leased to you by such person or organization. A person's or organization's status as an insured under this endorsement ends when their written contract or agreement with you for such leased equipment ends. With respect to the insurance afforded these additional insureds, the following additional exclusions apply: This insurance does not apply: (1) To any "occurrence" which takes place after the equipment lease expires; or (2) To "bodily injury," "property damage" or "personal and advertising injury' arising out of the sole negligence of such additional insured. Any insurance provided to an additional insured designated under paragraphs b. through h. above does not apply to "bodily injury" or "property damage" included within the "products- completed operations hazard." 3. The following is added to Paragraph H. of the BUSINESSOWNERS COMMON POLICY CONDITIONS: H. Other Insurance 4. This insurance is excess over any other insurance naming the additional insured as an insured whether primary, excess, contingent or on any other basis unless a written contract or written agreement specifically requires that this insurance be either primary or primary and noncontributing. 4. LEGAL LIABILITY — DAMAGE TO PREMISES A. Under B. Exclusions, 1. Applicable to Business Liability Coverage, Exclusion k. SB- 146932 -E (Ed. 06/11) SB- 146932 -E (Ed. 06/11) Damage To Property, is replaced by the following: k. Damage To Property "Property damage" to: 1. Property you own, rent or occupy, including any costs or expenses incurred by you, or any other person, organization or entity, for repair, replacement, enhancement, restoration or maintenance of such property for any reason, including prevention of injury to a person or damage to another's property; 2. Premises you sell, give away or abandon, if the "property damage" arises out of any part of those premises; 3. Property loaned to you; 4. Personal property in the care, custody or control of the insured; 5. That particular part of any real property on which you or any contractors or subcontractors working directly or indirectly in your behalf are performing operations, if the "property damage" arises out of those operations; or 6. That particular part of any property that must be restored, repaired or replaced because "your work" was incorrectly performed on it. Paragraph 2 of this exclusion does not apply if the premises are "your work" and were never occupied, rented or held for rental by you. Paragraphs 1, 3, and 4, of this exclusion do not apply to "property damage" (other than damage by fire or explosion) to premises: (1) rented to you: (2) temporarily occupied by you with the permission of the owner, or (3) to the contents of premises rented to you for a period of 7 or fewer consecutive days. A separate limit of insurance applies to Damage To Premises Rented To You as described in Section D — Liability and Medical Expenses Limits of Insurance. Page 3 of 5 CNA Paragraphs 3, 4, 5, and 6 of this exclusion do not apply to liability assumed under a sidetrack agreement. Paragraph 6 of this exclusion does not apply to "property damage" included in the "products- completed operations hazard." B. Under B. Exclusions, 1. Applicable to Business Liability Coverage, the last paragraph of 2. Exclusions is deleted and replaced by the following: Exclusions c, d, e, f, g, h, i, k, 1, m, n, and o, do not apply to damage by fire to premises while rented to you or temporarily occupied by you with permission of the owner or to the contents of premises rented to you for a period of 7 or fewer consecutive days. A separate limit of insurance applies to this coverage as described in Section D. Liability And Medical Expenses Limits Of Insurance. C. The first Paragraph under item 5. Damage To Premises Rented To You Limit of Section D. Liability And Medical Expenses Limits Of Insurance is replaced by the following: The most we will pay under Business Liability for damages because of "property damage" to any one premises, while rented to you, or temporarily occupied by you, with the permission of the owner, including contents of such premises rented to you for a period of 7 or fewer consecutive days, is the Damage to Premises Rented to You limit shown in the Declaration. 5. Blanket Waiver of Subrogation We waive any right of recovery we may have against: a. Any person or organization with whom you have a written contract that requires such a waiver. 6. Broad Knowledge of Occurrence The following items are added to E. Businessowners General Liability Conditions in the Businessowners Liability Coverage Form: e. Paragraphs a. and b. apply to you or to any additional insured only when such "occurrence," offense, claim or "suit" is known to: (1) You or any additional insured that is an individual; SB- 146932 -E (Ed. 06/11) SB- 146932 -E (Ed. 06/11) (2) Any partner, if you or an additional insured is a partnership; Any manager, if you or an additional insured is a limited liability company; (4) Any "executive officer" or insurance manager, if you or an additional insured is a corporation; (5) Any trustee, if you or an additional insured is a trust; or (6) Any elected or appointed official, if you or an additional insured is a political subdivision or public entity. This paragraph e. applies separately to you and any additional insured. 7. Bodily Injury Section F. Liability and Medical Expenses Definitions, item 3. "Bodily Injury" is deleted and replaced with the following: "Bodily injury" means bodily injury, sickness or disease sustained by a person, including death, humiliation, shock, mental anguish or mental injury by that person at any time which results as a consequence of the bodily injury, sickness or disease. (3) 8. Expanded Personal and Advertising Injury Definition a. The following is added to Section F. Liability and Medical Expenses Definitions, item 14. Personal and Advertising Injury, in the Businessowners General Liability Coverage Form: h. Discrimination or humiliation that results in injury to the feelings or reputation of a natural person, but only if such discrimination or humiliation is: 1. Not done intentionally by or at the direction of: a. The insured; or b. Any "executive officer," director, stockholder, partner, member or manager (if you are a limited liability company) of the insured; and 2. Not directly or indirectly related to the employment, prospective employment, past employment or termination of employment of any person or person by any insured. b. The following is added to Exclusions, Section B.: Page 4 of 5 CNA (15) Discrimination Relating to Room, Dwelling or Premises Caused by discrimination directly or indirectly related to the sale, rental, lease or sub -lease or prospective sale, rental, lease or sub -lease of any room, dwelling or premises by or at the direction of any insured. (16)Fines or Penalties Fines or penalties levied or imposed by a governmental entity because of discrimination. c. This provision (Expanded Personal and Advertising Injury) does not apply if SB- 146932 -E (Ed. 06/11) SB- 146932 -E (Ed. 06/11) Personal and Advertising Injury Liability is excluded either by the provisions of the Policy or by endorsement. 9. Personal and Advertising Injury Re- defined Section F. Liability and Medical Expenses Definitions, item 14, Personal Advertising Injury, Paragraph c. is replaced by the following: c. The wrongful eviction from, wrongful entry into, or invasion of the right of private occupancy of a room dwelling or premises that a person or organization occupies committed by or on behalf of its owner, landlord or lessor. Page 5 of 5 This page has been left blank intentionally. CNA SB- 146968 -A (Ed. 01/06) IMPORTANT: THIS ENDORSEMENT CONTAINS DUTIES THAT APPLY TO THE ADDITIONAL INSURED IN THE EVENT OF OCCURRENCE, OFFENSE, CLAIM OR SUIT. SEE PARAGRAPH C., OF THIS ENDORSEMENT FOR THESE DUTIES. THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. BLANKET ADDITIONAL INSURED ENDORSEMENT WITH PRODUCTS - COMPLETED OPERATIONS COVERAGE BLANKET WAIVER OF SUBROGATION Architects, Engineers and Surveyors This endorsement modifies insurance provided under the following: BUSINESSOWNERS LIABILITY COVERAGE FORM BUSINESSOWNERS COMMON POLICY CONDITIONS A. WHO IS AN INSURED (Section C.) of the Businessowners Liability Coverage Form is amended to include as an insured any person or organization whom you are required to add as an additional insured on this policy under a written contract or written agreement: but the written contract or written agreement must be: 1. Currently in effect or becoming effective during the term of this policy; and 2. Executed prior to the "bodily injury," "property damage," or "personal and advertising injury." B. The insurance provided to the additional insured is limited as follows: 1. That person or organization is an additional insured solely for liability due to your negligence specifically resulting from your work" for the additional insured which is the subject of the written contract or written agreement. No coverage applies to liability resulting from the sole negligence of the additional insured. 2. The Limits of Insurance applicable to the additional insured are those specified in the written contract or written agreement or in the Declarations of this policy, whichever is less. These Limits of Insurance are inclusive of, and not in addition to. the Limits of Insurance shown in the Declarations. 3. The coverage provided to the additional insured within this endorsement and section titled LIABILITY AND MEDICAL EXPENSE DEFINITIONS — "Insured Contract" (Section F.9.) within the Businessowners Liability Coverage Form, does not apply to "bodily injury" or "property damage" arising out of the "products- completed operations hazard" unless required by the written contract or written agreement. S B- 146968 -A (Ed. 01/06) 4. The insurance provided to the additional insured does not apply to "bodily injury," "property damage," "personal and advertising injury" arising out of an architect's, engineer's, or surveyor's rendering of or failure to render any professional services including: a. The preparing, approving, or failing to prepare or approve maps, shop drawings, opinions, reports, surveys, field orders. change orders or drawings and specifications by any architect, engineer or surveyor performing services on a project of which you serve as construction manager; or b. Inspection, supervision, quality control, engineering or architectural services done by you on a project of which you serve as construction manager. 5. This insurance does not apply to "bodily injury," "property damage," or "personal and advertising injury" arising out of: a. The construction or demolition work while you are acting as a construction or demolition contractor. This exclusion does not apply to work done for or by you at your premises. C. BUSINESSOWNERS GENERAL LIABILITY CONDITIONS — Duties In The Event of Occurrence, Offense, Claim or Suit (Section E.2.) of the Businessowners Liability Coverage Form is amended to add the following: An additional insured under this endorsement will as soon as practicable: 1. Give written notice of an occurrence or an offense to us which may result in a claim or "suit" under this insurance; Page 1 of 2 2. Tender the defense and indemnity of any claim or "suit" to us for a loss we cover under this Coverage Part; 3. Tender the defense and indemnity of any claim or "suit" to any other insurer which also has insurance for a Toss we cover under this Coverage Part; and 4. Agree to make available any other insurance which the additional insured has for a loss we cover under this Coverage Part. We have no duty to defend or indemnify an additional insured under this endorsement until we receive written notice of a claim or "suit" from the additional insured. D. OTHER INSURANCE (Section H. 2. & 3.) of the Businessowners Common Policy Conditions are deleted and replaced with the following: 2. This insurance is excess over any other insurance naming the additional insured as an insured whether primary, excess, contingent or on any other basis unless a written contract or written agreement specifically requires that this insurance be either primary or primary and noncontributing to the additional insured's own coverage. This insurance is excess over any other insurance to which the additional insured has been added as an additional insured by endorsement. 3. When this insurance is excess, we will have no duty under Coverages A or B to defend the additional insured against any "suit" if any other insurer has a duty to defend the additional insured SB- 146968 -A (Ed. 01/06) S B- 146968 -A (Ed. 01/06) against that "suit" If no other insurer defends, we will undertake to do so, but we will be entitled to the additional insured's rights against all those other insurers. When this insurance is excess over other insurance, we will pay only our share of the amount of the Toss, if any, that exceeds the sum of: (a) The total amount that all such other insurance would pay for the loss in the absence of this insurance; and (b) The total of all deductible and self - insured amounts under all that other insurance. We will share the remaining loss, if any, with any other insurance that is not described in this Excess Insurance provision and was not bought specifically to apply in excess of the Limits of Insurance shown in the Declarations of this Coverage Part. E. TRANSFER OF RIGHTS OF RECOVERY AGAINST OTHERS TO US (Section K.2.) of the Businessowners Common Policy Conditions is deleted and replaced with the following: 2. We waive any right of recovery we may have against any person or organization against whom you have agreed to waive such right of recovery in a written contract or agreement 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 within the "products- completed operations hazard." Page 2 of 2 CNA C NA63359XX (Ed. 04/12) THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. CONTRACTORS EXTENDED COVERAGE ENDORSEMENT - BUSINESS AUTO PLUS - This endorsement modifies insurance provided under the following: BUSINESS AUTO COVERAGE FORM I. LIABILITY COVERAGE name, with your permission, while performing duties related to the conduct of your business. A. Who Is An Insured "Policy," as used in this provision A. Who Is An The following is added to Section 11, Paragraph Insured, includes those policies that were in force A.1., Who Is An Insured: on the inception date of this Coverage Form but: 1. a. Any incorporated entity of which the 1. Which are no longer in force; or Named Insured owns a majority of the voting stock on the date of inception of 2. Whose limits have been exhausted. this Coverage Form; provided that, B. Bail Bonds and Loss of Earnings b. The insurance afforded by this provision Section II, Paragraphs A.2. (2) and A.2. (4) are A.1. does not apply to any such entity revised as follows: that is an "insured" under any other liability "policy" providing "auto" coverage. 1. In a.(2), the limit for the cost of bail bonds is 2. Any organization you newly acquire or form, changed from $2,000 to $5,000; and other than a limited liability company, 2. In a.(4), the limit for the loss of earnings is partnership or joint venture, and over which changed from $250 to $500 a day. you maintain majority ownership interest. C. Fellow Employee The insurance afforded by this provision A.2.: Section II, Paragraph B.5 does not apply. a. Is effective on the acquisition or formation Such coverage as is afforded by this provision C. date, and is afforded only until the end of is excess over any other collectible insurance. the policy period of this Coverage Form, or the next anniversary of its inception II. PHYSICAL DAMAGE COVERAGE date, whichever is earlier. A. Glass Breakage — Hitting A Bird Or Animal — b. Does not apply to: Falling Objects Or Missiles (1) "Bodily injury" or "property damage" caused by an "accident" that occurred before you acquired or formed the organization; or (2) Any such organization that is an "insured" under any other liability "policy" providing "auto" coverage. 3. Any person or organization that you are required by a written contract to name as an additional insured is an "insured" but only with respect to their legal liability for acts or omissions of a person, who qualifies as an "insured" under Section II — Who Is An Insured and for whom Liability Coverage is afforded under this policy. If required by written contract, this insurance will be primary and non - contributory to insurance on which the additional insured is a Named Insured. 4. An "employee" of yours is an "insured" while operating an "auto" hired or rented under a contract or agreement in that "employee's" CNA63359XX (Ed. 04/12) The following is added to Section III, Paragraph A.3.: With respect to any covered "auto," any deductible shown in the Declarations will not apply to glass breakage if such glass is repaired, in a manner acceptable to us, rather than replaced. B. Transportation Expenses Section III, Paragraph A.4.a. is revised, with respect to transportation expense incurred by you, to provide: a. $60 per day, in lieu of $20; subject to b. $1,800 maximum, in lieu of $600. C. Loss of Use Expenses Section III, Paragraph A.4.b. is revised, with respect to loss of use expenses incurred by you, to provide: a. $1,000 maximum, in lieu of $600. Copyright. CNA Corporation. 2000. Includes copyrighted material of the Insurance Services Office used with its permission. Page 1 of 3 D. Hired "Autos" The following is added to Section III. Paragraph A.: 5. Hired "Autos" If Physical Damage coverage is provided under this policy, and such coverage does not extend to Hired Autos, then Physical Damage coverage is extended to: a. Any covered "auto" you lease, hire, rent or borrow without a driver; and b. Any covered "auto" hired or rented by your "employee" without a driver, under a contract in that individual "employee's" name, with your permission, while performing duties related to the conduct of your business. c. The most we will pay for any one "accident" or "loss" is the actual cash value, cost of repair, cost of replacement or $75,000, whichever is less, minus a $500 deductible for each covered auto. No deductible applies to "loss" caused by fire or lightning. d. The physical damage coverage as is provided by this provision is equal to the physical damage coverage(s) provided on your owned "autos." e. Such physical damage coverage for hired "autos" will: (1) Include loss of use, provided it is the consequence of an "accident" for which the Named Insured is legally liable, and as a result of which a monetary loss is sustained by the leasing or rental concern. (2) Such coverage as is provided by this provision will be subject to a limit of $750 per "accident." E. Airbag Coverage The following is added to Section III, Paragraph B.3.: The accidental discharge of an airbag shall not be considered mechanical breakdown. F. Electronic Equipment Section III, Paragraphs B.4.c and B.4.d. are deleted and replaced by the following: c. Physical Damage Coverage on a covered "auto" also applies to "loss" to any permanently installed electronic equipment including its antennas and other accessories. CNA63359XX (Ed. 04/12) CNA63359XX (Ed. 04/12) d. A $100 per occurrence deductible applies to the coverage provided by this provision. G. Diminution In Value The following is added to Section III, Paragraph B.6.: Subject to the following, the "diminution in value" exclusion does not apply to: a. Any covered "auto" of the private passenger type you lease, hire, rent or borrow, without a driver for a period of 30 days or less, while performing duties related to the conduct of your business; and b. Any covered "auto" of the private passenger type hired or rented by your "employee" without a driver for a period of 30 days or less, under a contract in that individual "employee's" name, with your permission, while performing duties related to the conduct of your business. c. Such coverage as is provided by this provision is limited to a "diminution in value" loss arising directly out of accidental damage and not as a result of the failure to make repairs; faulty or incomplete maintenance or repairs; or the installation of substandard parts. d. The most we will pay for "loss" to a covered "auto" in any one accident is the lesser of: (1) $5,000; or (2) 20% of the "auto's" actual cash value (ACV). III. Drive Other Car Coverage — Executive Officers The following is added to Sections II and III: 1. Any "auto" you don't own, hire or borrow is a covered "auto" for Liability Coverage while being used by, and for Physical Damage Coverage while in the care, custody or control of, any of your "executive officers," except: a. An "auto" owned by that "executive officer" or a member of that person's household; or b. An "auto" used by that "executive officer" while working in a business of selling, servicing, repairing or parking "autos." Such Liability and /or Physical Damage Coverage as is afforded by this provision. (1) Equal to the greatest of those coverages afforded any covered "auto "; and Copyright. CNA Corporation, 2000. Includes copyrighted material of the Insurance Services Office used with its permission. Page 2 of 3 (2) Excess over any other collectible insurance. 2. For purposes of this provision, "executive officer" means a person holding any of the officer positions created by your charter, constitution, by- laws or any other similar governing document, and, while a resident of the same household, includes that person's spouse. Such "executive officers" are "insureds" while using a covered "auto" described in this provision. IV. BUSINESS AUTO CONDITIONS A. Duties In The Event Of Accident, Claim, Suit Or Loss The following is added to Section IV, Paragraph A.2.a.. (4) Your "employees" may know of an "accident" or "loss." This will not mean that you have such knowledge, unless such "accident" or "loss" is known to you or if you are not an individual, to any of your executive officers or partners or your insurance manager. The following is added to Section IV, Paragraph A.2.b.: (6) Your "employees" may know of documents received concerning a claim or "suit." This will not mean that you have such knowledge, unless receipt of such documents is known to you or if you are not an individual, to any of your executive officers or partners or your insurance manager. B. Transfer Of Rights Of Recovery Against Others To Us The following is added to Section IV, Paragraph A.5. Transfer Of Rights Of Recovery Against Others To Us: We waive any right of recovery we may have, because of payments we make for injury or CNA63359XX (Ed. 04/12) damage, against any person or organization for whom or which you are required by written contract or agreement to obtain this waiver from us. This injury or damage must arise out of your activities under a contract with that person or organization. You must agree to that requirement prior to an "accident" or "loss." C. Concealment, Misrepresentation or Fraud The following is added to Section IV, Paragraph B.2.: Your failure to disclose all hazards existing on the date of inception of this Coverage Form shall not prejudice you with respect to the coverage afforded provided such failure or omission is not intentional. D. Other Insurance The following is added to Section IV, Paragraph B.5.: Regardless of the provisions of Paragraphs 5.a. and 5.d. above, the coverage provided by this policy shall be on a primary non - contributory basis. This provision is applicable only when required by a written contract. That written contract must have been entered into prior to "Accident" or "Loss." E. Policy Period, Coverage Territory Section IV, Paragraph B. 7.(5).(a). is revised to provide: a. 45 days of coverage in lieu of 30 days. V. DEFINITIONS Section V. Paragraph C. is deleted and replaced by the following: "Bodily injury" means bodily injury, sickness or disease sustained by a person, including mental anguish, mental injury or death resulting from any of these. CNA63359XX Copyright. CNA Corporation. 2000. (Ed. 04/12) Includes copyrighted material of the Insurance Services Office used with its permission. Page 3 of 3 This page has been left blank intentionally. RETURN TO: PWADMIN EXT: 2700 ID # 6 CITY OF FEDERAL WAY LAW DEPARTMENT ROUTING FORM 1. ORIGINATING DEPT /DIV: PUBLIC WORKS / -1 r( CrlU/ 2. ORIGINATING STAFF PERSON: T--,ie Perez 4. TYPE OF DOCUMENT (CHECK ONE): ❑ CONTRACTOR SELECTION DOCUMENT (E.G., RFB, RFP, RFQ) ❑ PUBLIC WORKS CONTRACT ❑ PROFESSIONAL SERVICE AGREEMENT ❑ GOODS AND SERVICE AGREEMENT ❑ REAL ESTATE DOCUMENT ❑ ORDINANCE / �� /� X CONTRACT AMENDMENT (AG #): (0 V --0 ❑ OTHER LA(� EXT: !i -7`� 3. DATE REQ. BY: SMALL OR LIMITED PUBLIC WORKS CONTRACT MAINTENANCE AGREEMENT HUMAN SERVICES / CDBG SECURITY DOCUMENT (E.G. BOND RELATED DOCUMENTS) RESOLUTION INTERLOCAL 5. PROJECT NAME: ;W a✓ ✓WT �j(/t W :10114.S -e-÷ Cir ri <CNeitA ,i,til Y1 6. NAME OF CONTRACTOR: ADDRESS: i Ta E -MAIL: 5 5(e' SIGNATURE NAME: TELEPHONE. �•3Gj2,- FAX: 3100 • • 1509 wA ,, TITLE: rIUt5. �.irlAlli]eerinC ( r 7. EXHIBITS AND ATTACHMENTS: ❑ SCOPE, WORK OR SERVICES ❑ COMPENSATION ❑ INSURANCE REQUIREMENTS /CERTIFICATE ❑ ALL OTHER REFERENCED EXHIBITS ❑ PROOF OF AUTHORITY TO SIGN CFWLICENSE# (02813 BL,�EXP.12 /31/ �LQ 8. TERM: COMMENCEMENT DATE: I I b i ti ❑ REQUIRED LICENSES ❑ PRIOR CONTRACT /AMENDMENTS UBI #(p0?•(/I2 -2(.QI , EXP. 5 /31 COMPLETION DATE: (01.°X)/ L 7 9. TOTAL COMPENSATION: $ 1-1 0, 0 07: OO (un U 1,afl (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 NyURCHASING: PLEASE CHARGE To: 11.0 ' 4400 40 S 1 S ' (114 . q [ I 10. DOCUMENT / CONTRACT REVIEW INITIAL / DATE REVIEWED INITIAL / DATE APPROVED m_PaO TM.r. - DIVISION MANAGER (r j } NoV Z,0 I b ,Q DEPUTY DIRECTOR •r (4)? DIRECTOR e 111 t I"l1'1 (t ❑ RISK MANAGEMENT (IF APPLICABLE) �} / LAW DEPT C /1V 1(iltfl�b 11. COUNCIL APPROVAL (IF APPLICABLE) COMMITTEE APPROVAL DATE: COUNCIL APPROVAL DATE: 12. CONTRACT SIGNATURE ROUTING j )1 SENT TO VENDOR/CONTRACTOR DATE SENT: E ► ,�/ k 1 ` � ` 1 1� I 1 U ❑ ATTACH: SIGNATURE AUTHORITY, INSURANCE CERTIFICATE, LICENSES, EXHIBITS IN [ L / DATE SI NED l J/ X LAW DEPT ❑ CHIEF OF STAFF ,)$L SIGNATORY (MAYOR OR DIRECTOR) ❑ CITY CLERK ASSIGNED AG # SIGNED COPY RETURNED ❑ RETURN ONE ORIGINAL COMMENTS: EXECUTE � ORIGINALS 41,41F :41 rix-7 l H 17& c- A WO I / DATE SENT: Ig — --1(f DATE REC'D: t 12` I (0 ,re'd (741211 lo 1/15 SUPPLEMENT NO. 1 CITY OF FEDERAL WAY LOCAL AGENCY STANDARD CONSULTANT AGREEMENT FOR SW 336TH WAY / SW 340TH STREET CORRIDOR STUDY DESIGN SERVICES The local agency of the City of Federal Way desires to supplement the agreement entered into with Shea, Carr & Jewell, Inc. effective the 10th day of February 2016, identified as Agreement No. 16 -020. All provisions in the Agreement remain in effect except as expressly modified by this supplement, "Supplement No. 1." The changes to the Agreement are described as follows: Section IV, Time for Beginning and Completion, shall be amended to extend the completion date to June 30, 2017. Signed this Shea B , 2016. Jewell, Inc. eh, yiV"vi- Its: Principal 8730 Talton Ln NE, Suite 200 Lacey, WA 98516 (360) 352 -1465 CITY OF FEDERAL WAY By: Its: Mayor 33325 8th Ave S Federal Way, WA 98003 (253) 835 -2401 APPROVED AS T FORM: Mark Orthmann, Acting City Attorney K: \TRAFFIC \Grants & Projects \Projects \SW 336th Way -340th Street Corridor Study \16 -020 SW336_340 Supplement No 1 - SCJ Alliance.docx ACORD,M Client#: 116497 SHEACARR CERTIFICATE OF LIABILITY INSURANCE DATE (MM /DD/YYYY) 11/28/2016 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 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 Propel Insurance Tacoma Commercial Insurance 1201 Pacific Ave, Suite 1000 Tacoma, WA 98402 CONTACT Suzanne Paschke PHONE / o, Ext): 800 499 -0933 FAX No): 866 577 -1326 E-MAIL . aschke ro ADDRESS: P �P Pe Ilnsurance.com INSURER(S) AFFORDING COVERAGE NAIC # INSURER A : American Casualty Co of Reading 20427 INSURED Shea,Carr & Jewell Inc dba SCJ Alliance 8730 Tallon Lane NE, Suite 200 Lacey, WA 98516 INSURER B : Continental Casualty Company 20443 INSURER C : Beazley Insurance Company, Inc. 37540 INSURER D : INSURER E INSURER F : COVERAGES CERTIFICATE NUMBER: REVISION NUMBER: THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. INSR LTR TYPE OF INSURANCE ADDL INSR SUBR WVD POLICY NUMBER POLICY EFF (MM /DDIYYYY) POLICY EXP (MMIDD/YYYY) LIMITS 06/15/2016 06/15/2017 EACH OCCURRENCE $2,000,000 GENERAL X LIABILITY COMMERCIAL GENERAL LIABILITY Y Y _ 2090667295 A PRE MISES (EaEgur ence) $300,000 $10,000 MED EXP (Any one person) CLAIMS -MADE X OCCUR PERSONAL 8 ADV INJURY $2,000,000 GENERAL AGGREGATE $4,000,000 PRODUCTS - COMP /OP AGG $4,000,000 GENL AGGREGATE LIMIT APPLIES 7 POLICY n PROT - JEC PER: LOC $ A AUTOMOBILE X X LIABILITY ANY AUTO ALL OWNED AUTOS HIRED AUTOS _ _ X SCHEDULED AUTOS AT SWNED Y Y 4012152794 06/15/2016 06/15 /2017 CEeMBINED SINGLE LIMIT 1,000,000 BODILY INJURY (Per person) $ BODILY INJURY (Per accident) -- $ PROPERTY ) AMAGE (Per $ $ B X UMBRELLA LIAB EXCESS LIAB X OCCUR CLAIMS -MADE Y Y 4016829451 06/15/2016 06/15/2017 EACH OCCURRENCE $3,000,000 AGGREGATE $3,000,000 $ DED RETENTION $ A WORKERS COMPENSATION AND EMPLOYERS' LIABILITY OFFICER /MEMBER EXCLUDED? ECUTIVE (Mandatory in NH) If yes, describe under DESCRIPTION OF OPERATIONS below Y/ N N /A 2090667295 (WA Stop Gap) 06/15/2016 06/15/2017 WC STATU- OTH- TORY LIMITS X ER E.L. EACH ACCIDENT $1,000,000 E.L. DISEASE - EA EMPLOYEE $1,000,000 E.L. DISEASE - POLICY LIMIT $1,000,000 Each Claim- $1,000,000 Aggregate- $2,000,000 Ded: $60,000 06/17/2016 06/17/2017 C Professional Liability V10BC2150701 DESCRIPTION OF OPERATIONS / LOCATIONS / VEHICLES (Attach ACORD 101, Additional Remarks Schedule, if more space is required) re:P0735.02 SW 336th Way /SW340th Street Corridor Study CERTIFICATE HOLDER CANCELLATION City of Federal Way 33325 8th Avenue S Federal Way, WA 98003 SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. AUTHORIZED REPRESENTATIVE ACORD 25 (2010/05) 1 of 1 #S2497287/M2497263 © 1988 -2010 ACORD CORPORATION. All rights reserved. The ACORD name and logo are registered marks of ACORD SDPOO This page has been left blank intentionally. CNA SB- 146932 -E (Ed. 06/11) THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. BLANKET ADDITIONAL INSURED - LIABILITY EXTENSION This endorsement modifies insurance provided under the following: BUSINESSOWNERS LIABILITY COVERAGE FORM Coverage afforded under this extension of coverage endorsement does not apply to any person or organization covered as an additional insured on any other endorsement now or hereafter attached to this Policy. 1. ADDITIONAL INSURED — BLANKET VENDORS WHO IS AN INSURED is amended to include as an additional insured any person or organization (referred to below as vendor) with whom you agreed, because of a written contract or agreement to provide insurance, but only with respect to "bodily injury" or "property damage" arising out of your products" which are distributed or sold in the regular course of the vendor's business, subject to the following additional exclusions: 1. The insurance afforded the vendor does not apply to: a. "Bodily injury" or "property damage" for which the vendor is obligated to pay damages by reason of the assumption of liability in a contract or agreement. This exclusion does not apply to liability for damages that the vendor would have in the absence of the contract or agreement; b. Any express warranty unauthorized by you; c. Any physical or chemical change in the product made intentionally by the vendor; d. Repackaging, except when unpacked solely for the purpose of inspection, demonstration, testing, or the substitution of parts under instructions from the manufacturer, and then repackaged in the original container; e. Any failure to make such inspections, adjustments, tests or servicing as the vendor has agreed to make or normally undertakes to make in the usual course of business, in connection with the distribution or sale of the products; f. Demonstration, installation, servicing or repair operations, except such operations performed at the vendor's premises in connection with the sale of the product; Products which, after distribution or sale by you, have been labeled or relabeled or used as a container, part or ingredient of any other thing or substance by or for the vendor; or h. "Bodily injury" or "property damage" arising out of the sole negligence of the vendor for its g. SB- 146932 -E (Ed. 06/11) own acts or omission or those of its employees or anyone else acting on its behalf. However, this exclusion does not apply to: (1) The exceptions contained in Subparagraphs d. or f.; or (2) Such inspections, adjustments, tests or servicing as the vendor has agreed to make or normally undertakes to make in the usual course of business, in connection with the distribution or sale of the products. 2. This insurance does not apply to any insured person or organization, from whom you have acquired such products, or any ingredient, part or container, entering into, accompanying or containing such products. 3. This provision 2. does not apply to any vendor included as an insured by an endorsement issued by us and made a part of this Policy. 4. This provision 2. does not apply if "bodily injury" or "property damage" included within the "products - completed operations hazard" is excluded either by the provisions of the Policy or by endorsement. 2. MISCELLANEOUS ADDITIONAL INSUREDS WHO IS AN INSURED is amended to include as an insured any person or organization (called additional insured) described in paragraphs 2.a. through 2.h. below whom you are required to add as an additional insured on this policy under a written contract or agreement but the written contract or agreement must be: 1. Currently in effect or becoming effective during the term of this policy; and 2. Executed prior to the "bodily injury," "property damage" or "personal and advertising injury," but Only the following persons or organizations are additional insureds under this endorsement and coverage provided to such additional insureds is limited as provided herein: a. Additional Insured — Your Work That person or organization for whom you do work is an additional insured solely for liability Page 1 of 5 CNA due to your negligence specifically resulting from your work for the additional insured which is the subject of the written contract or written agreement. No coverage applies to liability resulting from the sole negligence of the additional insured. The insurance provided to the additional insured is limited as follows: (1) The Limits of Insurance applicable to the additional insured are those specified in the written contract or written agreement or in the Declarations of this policy, whichever is less. These Limits of Insurance are inclusive of, and not in addition to, the Limits of Insurance shown in the Declarations. (2) The coverage provided to the additional insured by this endorsement and paragraph F.9. of the definition of "insured contract" under Liability and Medical Expenses Definitions do not apply to "bodily injury" or "property damage" arising out of the "products- completed operations hazard" unless required by the written contract or written agreement. (3) The insurance provided to the additional insured does not apply to "bodily injury," "property damage," or "personal and advertising injury" arising out of the rendering or failure to render any professional services. b. State or Political Subdivisions A state or political subdivision subject to the following provisions: (1) This insurance applies only with respect to the following hazards for which the state or political subdivision has issued a permit in connection with premises you own, rent, or control and to which this insurance applies: (a) The existence, maintenance, repair, construction, erection, or removal of advertising signs, awnings, canopies, cellar entrances, coal holes, driveways, manholes, marquees, hoistaway openings, sidewalk vaults, street banners, or decorations and similar exposures; or (b) The construction, erection, or removal of elevators; or (2) This insurance applies only with respect to operations performed by you or on your behalf for which the state or political subdivision has issued a permit. SB- 146932 -E (Ed. 06/11) S B- 146932 -E (Ed. 06/11) This insurance does not apply to "bodily injury," "property damage" or "personal and advertising injury" arising out of operations performed for the state or municipality. c. Controlling Interest Any persons or organizations with a controlling interest in you but only with respect to their liability arising out of: (1) Their financial control of you; or (2) Premises they own, maintain or control while you lease or occupy these premises. This insurance does not apply to structural alterations, new construction and demolition operations performed by or for such additional insured. d. Managers or Lessors of Premises A manager or lessor of premises but only with respect to liability arising out of the ownership, maintenance or use of that specific part of the premises leased to you and subject to the following additional exclusions: This insurance does not apply to: (1) Any "occurrence" which takes place after you cease to be a tenant in that premises; or (2) Structural alterations, new construction or demolition operations performed by or on behalf of such additional insured. e. Mortgagee, Assignee or Receiver A mortgagee, assignee or receiver but only with respect to their liability as mortgagee. assignee, or receiver and arising out of the ownership, maintenance, or use of a premises by you. This insurance does not apply to structural alterations, new construction or demolition operations performed by or for such additional insured. f. Owners /Other Interests — Land is Leased An owner or other interest from whom land has been leased by you but only with respect to liability arising out of the ownership, maintenance or use of that specific part of the land leased to you and subject to the following additional exclusions: This insurance does not apply to: (1) Any "occurrence" which takes place after you cease to lease that land; or Page 2 of 5 CNA g. (2) Structural alterations, new construction or demolition operations performed by or on behalf of such additional insured. Co -owner of Insured Premises A co -owner of a premises co -owned by you and covered under this insurance but only with respect to the co- owners liability as co- owner of such premises. h. Lessor of Equipment Any person or organization from whom you lease equipment. Such person or organization are insureds only with respect to their liability arising out of the maintenance, operation or use by you of equipment leased to you by such person or organization. A person's or organization's status as an insured under this endorsement ends when their written contract or agreement with you for such leased equipment ends. With respect to the insurance afforded these additional insureds, the following additional exclusions apply: This insurance does not apply: (1) To any "occurrence" which takes place after the equipment lease expires; or (2) To "bodily injury," "property damage" or "personal and advertising injury" arising out of the sole negligence of such additional insured. Any insurance provided to an additional insured designated under paragraphs b. through h. above does not apply to "bodily injury" or "property damage" included within the "products- completed operations hazard." 3. The following is added to Paragraph H. of the BUSINESSOWNERS COMMON POLICY CONDITIONS: H. Other Insurance 4. This insurance is excess over any other insurance naming the additional insured as an insured whether primary, excess, contingent or on any other basis unless a written contract or written agreement specifically requires that this insurance be either primary or primary and noncontributing. 4. LEGAL LIABILITY — DAMAGE TO PREMISES A. Under B. Exclusions, 1. Applicable to Business Liability Coverage, Exclusion k. SB- 146932 -E (Ed. 06/11) S B- 146932 -E (Ed. 06/11) Damage To Property, is replaced by the following: k. Damage To Property "Property damage" to: 1. Property you own, rent or occupy, including any costs or expenses incurred by you, or any other person, organization or entity, for repair, replacement, enhancement, restoration or maintenance of such property for any reason, including prevention of injury to a person or damage to another's property; 2. Premises you sell, give away or abandon, if the "property damage" arises out of any part of those premises; 3. Property loaned to you; 4. Personal property in the care, custody or control of the insured; 5. That particular part of any real property on which you or any contractors or subcontractors working directly or indirectly in your behalf are performing operations, if the "property damage" arises out of those operations; or 6. That particular part of any property that must be restored, repaired or replaced because "your work" was incorrectly performed on it. Paragraph 2 of this exclusion does not apply if the premises are "your work" and were never occupied, rented or held for rental by you. Paragraphs 1, 3, and 4, of this exclusion do not apply to "property damage" (other than damage by fire or explosion) to premises: (1) rented to you: (2) temporarily occupied by you with the permission of the owner, or (3) to the contents of premises rented to you for a period of 7 or fewer consecutive days. A separate limit of insurance applies to Damage To Premises Rented To You as described in Section D — Liability and Medical Expenses Limits of Insurance. Page 3 of 5 CNA Paragraphs 3; 4, 5, and 6 of this exclusion do not apply to liability assumed under a sidetrack agreement. Paragraph 6 of this exclusion does not apply to "property damage" included in the "products- completed operations hazard." B. Under B. Exclusions, 1. Applicable to Business Liability Coverage, the last paragraph of 2. Exclusions is deleted and replaced by the following: Exclusions c, d, e, f, g, h, i, k, I, m, n, and o, do not apply to damage by fire to premises while rented to you or temporarily occupied by you with permission of the owner or to the contents of premises rented to you for a period of 7 or fewer consecutive days. A separate limit of insurance applies to this coverage as described in Section D. Liability And Medical Expenses Limits Of Insurance. C. The first Paragraph under item 5. Damage To Premises Rented To You Limit of Section D. Liability And Medical Expenses Limits Of Insurance is replaced by the following: The most we will pay under Business Liability for damages because of "property damage" to any one premises, while rented to you, or temporarily occupied by you, with the permission of the owner, including contents of such premises rented to you for a period of 7 or fewer consecutive days, is the Damage to Premises Rented to You limit shown in the Declaration. 5. Blanket Waiver of Subrogation We waive any right of recovery we may have against: a. Any person or organization with whom you have a written contract that requires such a waiver. 6. Broad Knowledge of Occurrence The following items are added to E. Businessowners General Liability Conditions in the Businessowners Liability Coverage Form: e. Paragraphs a. and b. apply to you or to any additional insured only when such "occurrence," offense, claim or "suit" is known to: (1) You or any additional insured that is an individual; SB- 146932 -E (Ed. 06/11) S B- 146932 -E (Ed. 06/11) (2) Any partner, if you or an additional insured is a partnership; Any manager, if you or an additional insured is a limited liability company; (4) Any "executive officer" or insurance manager, if you or an additional insured is a corporation; (5) Any trustee, if you or an additional insured is a trust; or (6) Any elected or appointed official, if you or an additional insured is a political subdivision or public entity. This paragraph e. applies separately to you and any additional insured. 7. Bodily Injury Section F. Liability and Medical Expenses Definitions, item 3. "Bodily Injury" is deleted and replaced with the following: "Bodily injury" means bodily injury, sickness or disease sustained by a person, including death, humiliation, shock, mental anguish or mental injury by that person at any time which results as a consequence of the bodily injury, sickness or disease. (3) 8. Expanded Personal and Advertising Injury Definition a. The following is added to Section F. Liability and Medical Expenses Definitions, item 14. Personal and Advertising Injury, in the Businessowners General Liability Coverage Form: h. Discrimination or humiliation that results in injury to the feelings or reputation of a natural person, but only if such discrimination or humiliation is: 1. Not done intentionally by or at the direction of: a. The insured; or b. Any "executive officer," director, stockholder, partner, member or manager Of you are a limited liability company) of the insured; and 2. Not directly or indirectly related to the employment, prospective employment, past employment or termination of employment of any person or person by any insured. b. The following is added to Exclusions, Section B.: Page 4 of 5 CNA (15)Discrimination Relating to Room, Dwelling or Premises Caused by discrimination directly or indirectly related to the sale, rental, lease or sub -lease or prospective sale, rental, lease or sub -lease of any room, dwelling or premises by or at the direction of any insured. (16) Fines or Penalties Fines or penalties levied or imposed by a governmental entity because of discrimination. c. This provision (Expanded Personal and Advertising Injury) does not apply if SB- 146932 -E (Ed. 06/11) S B- 146932 -E (Ed. 06/11) Personal and Advertising Injury Liability is excluded either by the provisions of the Policy or by endorsement. 9. Personal and Advertising Injury Re- defined Section F. Liability and Medical Expenses Definitions, item 14, Personal Advertising Injury, Paragraph c. is replaced by the following: c. The wrongful eviction from, wrongful entry into, or invasion of the right of private occupancy of a room dwelling or premises that a person or organization occupies committed by or on behalf of it's owner, landlord or lessor. Page 5 of 5 This page has been left blank intentionally. CNA SB- 146968 -A (Ed. 01/06) IMPORTANT: THIS ENDORSEMENT CONTAINS DUTIES THAT APPLY TO THE ADDITIONAL INSURED IN THE EVENT OF OCCURRENCE, OFFENSE, CLAIM OR SUIT. SEE PARAGRAPH C., OF THIS ENDORSEMENT FOR THESE DUTIES. THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. BLANKET ADDITIONAL INSURED ENDORSEMENT WITH PRODUCTS - COMPLETED OPERATIONS COVERAGE BLANKET WAIVER OF SUBROGATION Architects, Engineers and Surveyors This endorsement modifies insurance provided under the following: BUSINESSOWNERS LIABILITY COVERAGE FORM BUSINESSOWNERS COMMON POLICY CONDITIONS A. WHO IS AN INSURED (Section C.) of the Businessowners Liability Coverage Form is amended to include as an insured any person or organization whom you are required to add as an additional insured on this policy under a written contract or written agreement; but the written contract or written agreement must be: 1. Currently in effect or becoming effective during the term of this policy; and 2. Executed prior to the "bodily injury," "property damage," or "personal and advertising injury." B. The insurance provided to the additional insured is limited as follows: 1. That person or organization is an additional insured solely for liability due to your negligence specifically resulting from "your work" for the additional insured which is the subject of the written contract or written agreement. No coverage applies to liability resulting from the sole negligence of the additional insured. 2. The Limits of Insurance applicable to the additional insured are those specified in the written contract or written agreement or in the Declarations of this policy, whichever is less. These Limits of Insurance are inclusive of, and not in addition to, the Limits of Insurance shown in the Declarations. 3. The coverage provided to the additional insured within this endorsement and section titled LIABILITY AND MEDICAL EXPENSE DEFINITIONS — "Insured Contract" (Section F.9.) within the Businessowners Liability Coverage Form, does not apply to "bodily injury" or "property damage" arising out of the "products- completed operations hazard" unless required by the written contract or written agreement. SB-146968-A (Ed. 01/06) 4. The insurance provided to the additional insured does not apply to "bodily injury," "property damage," "personal and advertising injury" arising out of an architects, engineer's, or surveyor's rendering of or failure to render any professional services including: a. The preparing, approving, or failing to prepare or approve maps, shop drawings, opinions, reports, surveys, field orders, change orders or drawings and specifications by any architect, engineer or surveyor performing services on a project of which you serve as construction manager; or b. Inspection, supervision, quality control, engineering or architectural services done by you on a project of which you serve as construction manager. 5. This insurance does not apply to "bodily injury," "property damage," or "personal and advertising injury" arising out of: a. The construction or demolition work while you are acting as a construction or demolition contractor. This exclusion does not apply to work done for or by you at your premises. C. BUSINESSOWNERS GENERAL LIABILITY CONDITIONS — Duties In The Event of Occurrence, Offense, Claim or Suit (Section E.2.) of the Businessowners Liability Coverage Form is amended to add the following: An additional insured under this endorsement will as soon as practicable: 1. Give written notice of an occurrence or an offense to us which may result in a claim or "suit' under this insurance; Page 1 of 2 2. Tender the defense and indemnity of any claim or "suit" to us for a loss we cover under this Coverage Part; 3. Tender the defense and indemnity of any claim or "suit" to any other insurer which also has insurance for a loss we cover under this Coverage Part; and 4. Agree to make available any other insurance which the additional insured has for a loss we cover under this Coverage Part. We have no duty to defend or indemnify an additional insured under this endorsement until we receive written notice of a claim or "suit" from the additional insured. D. OTHER INSURANCE (Section H. 2. & 3.) of the Businessowners Common Policy Conditions are deleted and replaced with the following: 2. This insurance is excess over any other insurance naming the additional insured as an insured whether primary, excess, contingent or on any E. other basis unless a written contract or written agreement specifically requires that this insurance be either primary or primary and noncontributing to the additional insured's own coverage. This insurance is excess over any other insurance to which the additional insured has been added as an additional insured by endorsement. 3. When this insurance is excess, we will have no duty under Coverages A or B to defend the additional insured against any "suit" if any other insurer has a duty to defend the additional insured S B- 146968 -A (Ed. 01/06) SB- 146968 -A (Ed. 01/06) against that "suit" If no other insurer defends, we will undertake to do so, but we will be entitled to the additional insured's rights against all those other insurers. When this insurance is excess over other insurance, we will pay only our share of the amount of the Toss, if any, that exceeds the sum of: (a) The total amount that all such other insurance would pay for the loss in the absence of this insurance; and (b) The total of all deductible and self- insured amounts under all that other insurance. We will share the remaining loss, if any, with any other insurance that is not described in this Excess Insurance provision and was not bought specifically to apply in excess of the Limits of Insurance shown in the Declarations of this Coverage Part. TRANSFER OF RIGHTS OF RECOVERY AGAINST OTHERS TO US (Section K.2.) of the Businessowners Common Policy Conditions is deleted and replaced with the following: 2. We waive any right of recovery we may have against any person or organization against whom you have agreed to waive such right of recovery in a written contract or agreement 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 within the "products- completed operations hazard." Page 2 of 2 CNA CNA63359XX (Ed. 04/12) THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. CONTRACTORS EXTENDED COVERAGE ENDORSEMENT - BUSINESS AUTO PLUS - This endorsement modifies insurance provided under the following: BUSINESS AUTO COVERAGE FORM I. LIABILITY COVERAGE A. Who Is An Insured The following is added to Section II, Paragraph Al., Who Is An Insured: 1. a. Any incorporated entity of which the Named Insured owns a majority of the voting stock on the date of inception of this Coverage Form; provided that, b. The insurance afforded by this provision A.1. does not apply to any such entity that is an "insured" under any other liability "policy" providing "auto" coverage. 2. Any organization you newly acquire or form, other than a limited liability company, partnership or joint venture, and over which you maintain majority ownership interest. The insurance afforded by this provision A.2.: a. Is effective on the acquisition or formation date, and is afforded only until the end of the policy period of this Coverage Form, or the next anniversary of its inception 11. date, whichever is earlier. b. Does not apply to: (1) "Bodily injury" or "property damage" caused by an "accident" that occurred before you acquired or formed the organization; or (2) Any such organization that is an "insured" under any other liability "policy" providing "auto" coverage. 3. Any person or organization that you are required by a written contract to name as an additional insured is an "insured" but only with respect to their legal liability for acts or omissions of a person, who qualifies as an "insured" under Section II - Who Is An Insured and for whom Liability Coverage is afforded under this policy. If required by written contract, this insurance will be primary and non - contributory to insurance on which the additional insured is a Named Insured. 4. An "employee" of yours is an "insured" while operating an "auto" hired or rented under a contract or agreement in that "employee's" CNA63359XX (Ed. 04/12) name, with your permission, while performing duties related to the conduct of your business. "Policy," as used in this provision A. Who Is An Insured, includes those policies that were in force on the inception date of this Coverage Form but: 1. Which are no longer in force; or 2. Whose limits have been exhausted. B. Bail Bonds and Loss of Earnings Section II, Paragraphs A.2. (2) and A.2. (4) are revised as follows: 1. In a.(2), the limit for the cost of bail bonds is changed from $2,000 to $5,000; and 2. In a.(4), the limit for the loss of earnings is changed from $250 to $500 a day. C. Fellow Employee Section II, Paragraph B.5 does not apply. Such coverage as is afforded by this provision C. is excess over any other collectible insurance. PHYSICAL DAMAGE COVERAGE A. Glass Breakage - Hitting A Bird Or Animal - Falling Objects Or Missiles The following is added to Section III, Paragraph A.3.: With respect to any covered "auto," any deductible shown in the Declarations will not apply to glass breakage if such glass is repaired, in a manner acceptable to us, rather than replaced. B. Transportation Expenses Section III, Paragraph A.4.a. is revised, with respect to transportation expense incurred by you, to provide: a. $60 per day, in lieu of $20; subject to b. $1,800 maximum, in lieu of $600. C. Loss of Use Expenses Section III, Paragraph A.4.b. is revised, with respect to loss of use expenses incurred by you, to provide: a. $1,000 maximum, in lieu of $600. Copyright, CNA Corporation, 2000. Includes copyrighted material of the Insurance Services Office used with its permission. Page 1 of 3 D. Hired "Autos" The following is added to Section III. Paragraph A.. 5. Hired "Autos" If Physical Damage coverage is provided under this policy, and such coverage does not extend to Hired Autos, then Physical Damage coverage is extended to: a. Any covered "auto" you lease, hire, rent or borrow without a driver; and b. Any covered "auto" hired or rented by your "employee" without a driver, under a contract in that individual "employee's" name. with your permission, while performing duties related to the conduct of your business. c. The most we will pay for any one "accident" or "loss" is the actual cash value, cost of repair, cost of replacement or $75,000, whichever is less, minus a $500 deductible for each covered auto. No deductible applies to "loss" caused by fire or lightning. d. The physical damage coverage as is provided by this provision is equal to the physical damage coverage(s) provided on your owned "autos." e. Such physical damage coverage for hired "autos" will: (1) Include loss of use, provided it is the consequence of an "accident" for which the Named Insured is legally liable, and as a result of which a monetary loss is sustained by the leasing or rental concern. (2) Such coverage as is provided by this provision will be subject to a limit of $750 per "accident." E. Airbag Coverage The following is added to Section III, Paragraph B.3.: The accidental discharge of an airbag shall not be considered mechanical breakdown. F. Electronic Equipment Section III, Paragraphs B.4.c and B.4.d. are deleted and replaced by the following: c. Physical Damage Coverage on a covered "auto" also applies to "loss" to any permanently installed electronic equipment including its antennas and other accessories. CNA63359XX (Ed. 04/12) CNA63359XX (Ed. 04/12) d. A $100 per occurrence deductible applies to the coverage provided by this provision. G. Diminution In Value The following is added to Section III, Paragraph B.6.: Subject to the following, the "diminution in value" exclusion does not apply to: a. Any covered "auto" of the private passenger type you lease, hire, rent or borrow, without a driver for a period of 30 days or less, while performing duties related to the conduct of your business; and b. Any covered "auto" of the private passenger type hired or rented by your "employee" without a driver for a period of 30 days or less, under a contract in that individual "employee's" name, with your permission, while performing duties related to the conduct of your business. c. Such coverage as is provided by this provision is limited to a "diminution in value" loss arising directly out of accidental damage and not as a result of the failure to make repairs; faulty or incomplete maintenance or repairs; or the installation of substandard parts. d. The most we will pay for "loss" to a covered "auto" in any one accident is the lesser of: (1) $5,000; or (2) 20% of the "auto's" actual cash value (ACV). III. Drive Other Car Coverage — Executive Officers The following is added to Sections II and III: 1. Any "auto" you don't own, hire or borrow is a covered "auto" for Liability Coverage while being used by, and for Physical Damage Coverage while in the care, custody or control of, any of your "executive officers," except: a. An "auto" owned by that "executive officer" or a member of that person's household; or b. An "auto" used by that "executive officer" while working in a business of selling, servicing, repairing or parking "autos." Such Liability and /or Physical Damage Coverage as is afforded by this provision. (1) Equal to the greatest of those coverages afforded any covered "auto "; and Copyright, CNA Corporation, 2000. Includes copyrighted material of the Insurance Services Office used with its permission. Page 2of3 (2) Excess over any other collectible insurance. 2. For purposes of this provision, "executive officer" means a person holding any of the officer positions created by your charter, constitution, by- laws or any other similar governing document, and, while a resident of the same household, includes that person's spouse. Such "executive officers" are "insureds" while using a covered "auto" described in this provision. IV. BUSINESS AUTO CONDITIONS A. Duties In The Event Of Accident, Claim, Suit Or Loss The following is added to Section IV, Paragraph A.2.a.: (4) Your "employees" may know of an "accident" or "loss." This will not mean that you have such knowledge, unless such "accident" or "loss" is known to you or if you are not an individual, to any of your executive officers or partners or your insurance manager. The following is added to Section IV, Paragraph A.2.b.: (6) Your "employees" may know of documents received concerning a claim or "suit." This will not mean that you have such knowledge, unless receipt of such documents is known to you or if you are not an individual, to any of your executive officers or partners or your insurance manager. B. Transfer Of Rights Of Recovery Against Others To Us The following is added to Section IV, Paragraph A.5. Transfer Of Rights Of Recovery Against Others To Us: We waive any right of recovery we may have, because of payments we make for injury or CNA63359XX (Ed. 04/12) damage, against any person or organization for whom or which you are required by written contract or agreement to obtain this waiver from us. This injury or damage must arise out of your activities under a contract with that person or organization. You must agree to that requirement prior to an "accident" or "loss." C. Concealment, Misrepresentation or Fraud The following is added to Section IV, Paragraph B.2.: Your failure to disclose all hazards existing on the date of inception of this Coverage Form shall not prejudice you with respect to the coverage afforded provided such failure or omission is not intentional. D. Other Insurance The following is added to Section IV, Paragraph B.5.: Regardless of the provisions of Paragraphs 5.a. and 5.d. above, the coverage provided by this policy shall be on a primary non - contributory basis. This provision is applicable only when required by a written contract. That written contract must have been entered into prior to "Accident" or "Loss." E. Policy Period, Coverage Territory Section IV, Paragraph B. 7.(5).(a). is revised to provide: a. 45 days of coverage in lieu of 30 days. V. DEFINITIONS Section V. Paragraph C. is deleted and replaced by the following: "Bodily injury" means bodily injury, sickness or disease sustained by a person, including mental anguish, mental injury or death resulting from any of these. CNA63359XX Copyright, CNA Corporation, 2000. (Ed. 04/12) Includes copyrighted material of the Insurance Services Office used with its permission. Page 3 of 3 This page has been left blank intentionally. JRN TO: EXT: 9-10( CITY OF FEDERAL WAY LAW DEPARTMENT ROUTING FORM I. ORIGINATING DEPT/DIV: PUBLIC WORKS / i �u 2. ORIGINATING STAFF PERSON: `?. cAc Pert a- 4. TYPE OF DOCUMENT (CHECK ONE): ❑ CONTRACTOR SELECTION DOCUMENT ❑ PUBLIC WORKS CONTRACT X PROFESSIONAL SERVICE AGREEMENT ❑ GOODS AND SERVICE AGREEMENT ❑ REAL ESTATE DOCUMENT ❑ ORDINANCE EXT: 0 3. DATE REQ. BY: (E.G., RFB, RFP, RFQ) ❑ SMALL OR LIMITED PUBLIC WORKS CONTRACT ❑ MAINTENANCE AGREEMENT ❑ HUMAN SERVICES / CDBG ❑ SECURITY DOCUMENT (E.G BOND RELATED DOCUMENTS) ❑ RESOLUTION ❑ CONTRACT AMENDMENT (AG #): ❑INTERLOCAL OTHER Weal Pte1L:) A i�PSSItrn aSc'✓I e A6 ree1w 4- 5. PROJECT NAME: 5W ;36111 4J17 /) 340-A Stry q Corr rdo stud? 6. NAME OF CONTRACTOR: .5(T ADDRESS: "7 33 To J(or I-0 NE, 5. Ft 200 /Loco WA 9$51 E -MAIL: 5wr.5 5CTA11-0.i.-e.c0_ SIGNATURE NAME: c' -t 5�W i Z1 TELEPHONE: 340-352.- 145 FAX: 3b e-- 352- 1507 TITLE: Tr-4-'. 1., Mqh j 7. EXHIBITS AND ATTACHMENTS:g SCOPE, WORK OR SERVICES COMPENSATION ❑ INSURANCE REQUIREMENTS /CERTIFICATE ❑ ALL OTHER REFERENCED EXHIBITS ❑ PROOF OF AUTHORITY TO SIGN ❑ REQUIRED LICENSES ❑ PRIOR CONTRACT /AMENDMENTS CFW LICENSE #<<i'ID2gl3pi 00 BL, EXP. 12/31/ ((p UBIs&O2te/2ZED1 ,EXP.5 / tit1Q gi/24/4 8. TERM: COMMENCEMENT DATE: A- SIf P/O1Z y1 9. TOTAL COMPENSATION: $ 2,1U, CO 7 .0 0 COMPLETION DATE: (INCLUDE EXPENSES AND SALES TAX, IF ANY) (IF CALCULATED ON HOURLY LABOR CHARGE - ATTACH SCHEDULES OF EMPLOYEES TITLES AND HOLIDAY RATES) REIMBURSABLE EXPENSE: n: YES ❑ NO IF YES, MAXIMUM DOLLAR AMOUNT: $ 210 , 0077 .0 0 IS SALES TAX OWED: ❑ YES 11 NO IF YES, $ o tyt PURCHASING: PLEASE CHARGE TO: `x"¢00 • / 68 -- 616- 4,(4- L( t l 10. DOCUMENT / CONTRACT REVIEW n DACargrT I4,T rN& ER 01 DIVISION MANAGER ADEPUTY DIRECTOR .ltiDIRECTOR ❑ RISK MANAG MENT (IF APPLICABLE) I 4 5,� LAW DEPT 25 11. COUNCIL APPROVAL (IF APPLICABLE) 12. CONTRACT SIGNATURE ROUTING �% / .2 I 1 1 J „ SENT TO VENDOR/CONTRACTOR DATE SENT: DATE REC'D: L1 �J c �/ ❑ ATTACH: SIGNATURE AUTHORITY, INSURANCE CERTIFICATE, LICENSES, EXHIBITS INITIAL / DATE SIGNED PAID BY: ❑ CONTRACTOR ❑ CITY INITIAL / DATE REVIEWED INITIAL / DATE APPROVED COMMITTEE APPROVAL DATE: COUNCIL APPROVAL DATE: �SIGNATO (MAYOR DIRECTOR) ASSIGNED AG # SIGNED COPY RETURNED RETURN ONE ORIGINAL COMMENTS: EXECUTE " 2- ORIGINAL 1P DATE SENT: 11(p C9 1/15 RETURN TO: EXT: CITY OF FEDERAL WAY LAW DEPARTMENT ROUTING FORM 1. ORIGINATING DEPT/DIV: PUBLIC WORKS / TRAFFIC 2. ORIGINATING STAFF PERSON: RICK PEREZ 4. TYPE OF DOCUMENT (CHECK ONE): XCONTRACTOR SELECTION DOCUMENT (E.G., RFB, ❑ PUBLIC WORKS CONTRACT ❑ GOODS AND SERVICE AGREEMENT ❑ REAL ESTATE DOCUMENT ❑ ORDINANCE ❑ CONTRACT AMENDMENT (AG #): ❑ OTHER RFQ) EXT: 2740 3. DATE REQ. BY:12 NOV 2015 SMALL OR LIMITED PUBLIC WORKS CONTRACT MAINTENANCE AGREEMENT HUMAN SERVICES / CDBG SECURITY DOCUMENT (E.G. BOND RELATED DOCUMENTS) RESOLUTION INTERLOCAL 5. PROJECT NAME: SW 33671 WAY - SW 34071 STREET CORRIDOR STUDY 6. NAME OF CONTRACTOR: ADDRESS: E -MAIL: SIGNATURE NAME: TELEPHONE: FAX: TITLE: 7. EXHIBITS AND ATTACHMENTS: Q 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. / / 8. TERM: COMMENCEMENT DATE: COMPLETION DATE: 9. TOTAL COMPENSATION: $ (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 ❑ PURCHASING: PLEASE CHARGE To: 10. DOCUMENT / CONTRACT REVIEW _aP..O E-CT M . ›CI DIVISION MANAGER DEPUTY DIRECTOR )DIRECTOR ❑ RISK MANAGEMENT (IF APPLICABLE) 01 2A »LAW DEPT 111 11. COUNCIL APPROVAL (IF APPLICABLE) 12. CONTRACT SIGNATURE ROUTING ❑ SENT TO VENDOR /CONTRACTOR ❑ ATTACH: SIGNATURE AUTHORITY, INSURANCE CERTIFICATE, LICENSES, EXHIBITS INITIAL / DATE SIGNED INITIAL / DATE REVIEWED INITIAL / DATE APPROVED 2 Oar Z-Oi qr 94 -Nov 206 COMMITTEE APPROVAL DATE: DATE SENT: ❑ LAW DEPT ❑ CHIEF OF STAFF ❑ SIGNATORY (MAYOR OR DIRECTOR) ❑ CITY CLERK ❑ ASSIGNED AG # ❑ SIGNED COPY RETURNED ❑ RETURN ONE ORIGINAL COMMENTS: s' N �1 - tie C 1icL tS �V AG# DATE SENT: COUNCIL APPROVAL DATE: DATE REC'D: 1/15 Local Agency A &E Professional Services Negotiated Hourly Rate Consultant Agreement Agreement Number: N/A Firm /Organization Legal Name (do not use dba's): Shea, Carr & Jewell, Inc. (dba SCJ Alliance) Address 8730 Tallon Lane NE, Suite 200, Lacey, WA 98516 Federal Aid Number N/A UBI Number 602 612 261 Federal TIN or SSN Number 20- 4834444 Execution Date December 31, 2015 Completion Date December 31, 2016 1099 Form Required Federal Participation ❑ Yes / No ❑ Yes / No Project Title SW 336th Way /SW 340th Street Corridor Study Description of Work Provide alternatives analysis and traffic operations to select intersection control for three intersections and define the number of lanes for the corridor. Perform topographic Survey and preliminary design for roadway improvements. Participate in an open house to present the alternatives. Maximum Amount Payable: $210,007 ❑ Yes U No DBE Participation ❑ Yes 1 No MBE Participation ❑ Yes ♦ No WBE Participation Yes 1 No SBE Participation Index of Exhibits Exhibit A Scope of Work Exhibit B Exhibit C Preparation and Delivery of Electronic Engineering and Other Data Exhibit D Prime Consultant Cost Computations Exhibit E Sub - consultant Cost Computations Exhibit F Title VI Assurances Exhibit G Certification Documents LA1111JJL l Exhibit I Exhibit J 1QIJ111L}' 111A U1 Q11VL+ Iii iVQA\+ Alleged Consultant Design Error Procedures Consultant Claim Procedures Agreement Number: N/A Local Agency A &E Professional Services Negotiated Hourly Rate Consultant Agreement aovico.1 A/111/ 2111g Page 1 of 14 THIS AGREEMENT, made and entered into as shown in the "Execution Date" box on page one (1) of this AGREEMENT, between the City of Federal Way hereinafter called the "AGENCY," and the "Firm / Organization Name" referenced on page one (1) of this AGREEMENT, hereinafter called the "CONSULTANT." WHEREAS, the AGENCY desires to accomplish the work referenced in "Description of Work" on page one (1) of this AGREEMENT and hereafter called the "SERVICES;" and does not have sufficient staff to meet the required commitment and therefore deems it advisable and desirable to engage the assistance of a CONSULTANT to provide the necessary SERVICES; and WHEREAS, the CONSULTANT represents that they comply with the Washington State Statutes relating to professional registration, if applicable, and has signified a willingness to furnish consulting services to the AGENCY. NOW, THEREFORE, in consideration of the terms, conditions, covenants, and performance contained herein, or attached and incorporated and made a part hereof, the parties hereto agree as follows: 1. General Description of Work The work under this AGREEMENT shall consist of the above - described SERVICES as herein defined, and necessary to accomplish the completed work for this project. The CONSULTANT shall furnish all services, labor, and related equipment and, if applicable, sub - consultants and subcontractors necessary to conduct and complete the SERVICES as designated elsewhere in this AGREEMENT. 11. General Scope of Work The Scope of Work and projected level of effort required for these SERVICES is described in Exhibit "A" attached hereto and by this reference made a part of this AGREEMENT. The General Scope of Work was developed utilizing performance based contracting methodologies. 111. General Requirements All aspects of coordination of the work of this AGREEMENT with outside agencies, groups, or individuals shall receive advance approval by the AGENCY. Necessary contacts and meetings with agencies, groups, and/or individuals shall be coordinated through the AGENCY. The CONSULTANT shall attend coordination, progress, and presentation meetings with the AGENCY and/or such State, Federal, Community, City, or County officials, groups or individuals as may be requested by the AGENCY. The AGENCY will provide the CONSULTANT sufficient notice prior to meetings requiring CONSULTANT participation. The minimum required hours or days' notice shall be agreed to between the AGENCY and the CONSULTANT and shown in Exhibit "A." The CONSULTANT shall prepare a monthly progress report, in a form approved by the AGENCY, which will outline in written and graphical form the various phases and the order of performance of the SERVICES in sufficient detail so that the progress of the SERVICES can easily be evaluated. The CONSULTANT, any sub - consultants, and the AGENCY shall comply with all Federal, State, and local laws, rules, codes, regulations, and all AGENCY policies and directives, applicable to the work to be performed under this AGREEMENT. This AGREEMENT shall be interpreted and construed in accordance with the laws of the State of Washington. Agreement Number: N/A Local Agency A &E Professional Services Negotiated Hourly Rate Consultant Agreement Pot/Mori 4HfI9n14 Page 2of14 Participation for Disadvantaged Business Enterprises (DBE) or Small Business Enterprises (SBE), if required, per 49 CFR Part 26, shall be shown on the heading of this AGREEMENT. If DBE firms are utilized at the commencement of this AGREEMENT, the amounts authorized to each firm and their certification number will be shown on Exhibit `B" attached hereto and by this reference made part of this AGREEMENT. If the Prime CONSULTANT is a DBE certified firm they must comply with the Commercial Useful Function (CUF) regulation outlined in the AGENCY's "DBE Program Participation Plan" and perform a minimum of 30% of the total amount of this AGREEMENT. It is recommended, but not required, that non -DBE Prime CONSULTANTS perform a minimum of 30% of the total amount of this AGREEMENT. The CONSULTANT, on a monthly basis, is required to submit DBE Participation of the amounts paid to all DBE firms invoiced for this AGREEMENT. All Reports, PS &E materials, and other data furnished to the CONSULTANT by the AGENCY shall be returned. All electronic files, prepared by the CONSULTANT, must meet the requirements as outlined in Exhibit "C — Preparation and Delivery of Electronic Engineering and other Data." All designs, drawings, specifications, documents, and other work products, including all electronic files, prepared by the CONSULTANT prior to completion or termination of this AGREEMENT are instruments of service for these SERVICES, and are the property of the AGENCY. Reuse by the AGENCY or by others, acting through or on behalf of the AGENCY of any such instruments of service, not occurring as a part of this SERVICE, shall be without liability or legal exposure to the CONSULTANT. Any and all notices or requests required under this AGREEMENT shall be made in writing and sent to the other party by (i) certified mail, return receipt requested, or (ii) by email or facsimile, to the address set forth below: If to AGENCY: Name: Rick Perez, PE Agency: City of Federal Way Address: 33325 8th Avenue South City: Federal Way State: WA Zip: 98003 Email: rick.perez @cityoffederalway.com Phone: 253- 835 -2740 Facsimile: 253- 661 -4129 If to CONSULTANT: Name: Scott Sawyer, PE Agency: SCJ Alliance Address: 8730 Tallon Lane NE, Suite 200 City: Lacey State: WA Zip: 98516 Email: scott.sawyer @scjalliance.com Phone: 360- 352 -1465 Facsimile: N/A IV. Time for Beginning and Completion The CONSULTANT shall not begin any work under the terms of this AGREEMENT until authorized in writing by the AGENCY. All work under this AGREEMENT shall conform to the criteria agreed upon detailed in the AGREEMENT documents. These SERVICES must be completed by the date shown in the heading of this AGREEMENT titled "Completion Date." The established completion time shall not be extended because of any delays attributable to the CONSULTANT, but may be extended by the AGENCY in the event of a delay attributable to the AGENCY, or because of unavoidable delays caused by an act of GOD, governmental actions, or other conditions beyond the control of the CONSULTANT. A prior supplemental AGREEMENT issued by the AGENCY is required to extend the established completion time. Agreement Number: N/A Local AgencyA &E Professional Services Negotiated Hourly Rate Consultant Agreement Page 3 of 14 Revised 4/10/2015 V. Payment Provisions The CONSULTANT shall be paid by the AGENCY for completed SERVICES rendered under this AGREEMENT as provided hereinafter. Such payment shall be full compensation for SERVICES performed or SERVICES rendered and for all labor, materials, supplies, equipment, and incidentals necessary to complete SERVICES. The CONSULTANT shall conform to all applicable portions of 48 CFR Part 31 (www.ecfr.gov). A. Hourly Rates: Hourly rates are comprised of the following elements - Direct (Raw) Labor, Indirect Cost Rate, and Fixed Fee (Profit). The CONSULTANT shall be paid by the AGENCY for work done, based upon the negotiated hourly rates shown in Exhibits "D" and "E" attached hereto and by reference made part of this AGREEMENT. These negotiated hourly rates will be accepted based on a review of the CONSULTANT's direct labor rates and indirect cost rate computations and agreed upon fixed fee. The accepted negotiated rates shall be memorialized in a final written acknowledgement between the parties. Such final written acknowledgement shall be incorporated into, and become a part of, this AGREEMENT. The initially accepted negotiated rates shall be applicable from the approval date, as memorialized in a final written acknowledgement, to 180 days following the CONSULTANT's fiscal year end (FYE) date. The direct (raw) labor rates and classifications, as shown on Exhibits "D" and "E" shall be subject to renegotiations for each subsequent twelve (12) month period (180 days following FYE date to 180 days following FYE date) upon written request of the CONSULTANT or the AGENCY. The written request must be made to the other party within ninety (90) days following the CONSULTANT's FYE date. If no such written request is made, the current direct (raw) labor rates and classifications as shown on Exhibits "D" and "E ", will remain in effect for the twelve (12) month period. Conversely, if a timely request is made in the manner set forth above, the parties will commence negotiations to determine the new direct (raw) labor rates and classifications that will be applicable for the twelve (12) month period. Any agreed to renegotiated rates shall be memorialized in a final written acknowledgement between the parties. Such final written acknowledgement shall be incorporated into, and become a part of, this AGREEMENT. If requested, the CONSULTANT shall provide current payroll register and classifications to aid in negotiations. If the parties cannot reach an agreement on the direct (raw) labor rates and classifications, the AGENCY shall perform an audit of the CONSULTANT's books and records to determine the CONSULTANT's actual costs. The audit findings will establish the direct (raw) labor rates and classifications that will be applicable for the twelve (12) month period. The fixed fee as identified in Exhibits "D" and "E" shall represent a value to be applied throughout the life of the AGREEMENT. The CONSULTANT shall submit annually to the AGENCY an updated indirect cost rate within 180 days of the close of its fiscal year. An approved updated indirect cost rate shall be included in the current fiscal year rates under this AGREEMENT, even if /when other components of the hourly rate are not renegotiated. These rates will be applicable for the twelve (12) month period. At the AGENCY's option, a provisional and /or conditional indirect cost rate may be negotiated. This provisional or conditional indirect rate shall remain in effect until the updated indirect cost rate is completed and approved. Indirect cost rate costs incurred during the provisional or conditional period will not be adjusted. The CONSULTANT may request an extension of the last approved indirect cost rate for the twelve (12) month period. These requests for provisional indirect cost rate and /or extension will be considered on a case -by -case basis, and if granted, will be memorialized in a final written acknowledgement. The CONSULTANT shall maintain and have accessible support data for verification of the components of the hourly rates, i.e., direct (raw) labor, indirect cost rate, and fixed fee (profit) percentage. The CONSULTANT shall bill each employee's actual classification, and actual salary plus indirect cost rate plus fixed fee. Agreement Number: N/A Local Agency A &E Professional Services Negotiated Hourly Rate Consultant Agreement Page 4 of 14 Revised 4/10/2015 B. Direct Non -Salary Costs: Direct Non -Salary Costs will be reimbursed at the actual cost to the CONSULTANT. These charges may include, but are not limited to, the following items: travel, printing, long distance telephone, supplies, computer charges and fees of sub - consultants. Air or train travel will be reimbursed only to lowest price available, unless otherwise approved by the AGENCY. The CONSULTANT shall comply with the rules and regulations regarding travel costs (excluding air, train, and rental car costs) in accordance with the WSDOT's Accounting Manual M 13 -82, Chapter 10 — Travel Rules and Procedures, and all revisions thereto. Air, train and rental card costs shall be reimbursed in accordance with 48 Code of Federal Regulations (CFR) Part 31.205 -46 "Travel Costs." The billing for Direct Non -salary Costs shall include an itemized listing of the charges directly identifiable with these SERVICES. The CONSULTANT shall maintain the original supporting documents in their office. Copies of the original supporting documents shall be supplied to the STATE upon request. All above charges must be necessary for the SERVICES provided under this AGREEMENT. C. Maximum Amount Payable: The Maximum Amount Payable by the AGENCY to the CONSULTANT under this AGREEMENT shall not exceed the amount shown in the heading of this AGREEMENT on page one (1.) The Maximum Amount Payable does not include payment for extra work as stipulated in section XIII, "Extra Work." No minimum amount payable is guaranteed under this AGREEMENT. D. Monthly Progress Payments: Progress payments may be claimed on a monthly basis for all costs authorized in A and B above. The monthly billings shall be supported by detailed statements for hours expended at the rates established in Exhibit "D," including names and classifications of all employees, and billings for all direct non - salary expenses. To provide a means of verifying the billed salary costs for the CONSULTANT's employees, the AGENCY may conduct employee interviews. These interviews may consist of recording the names, titles, salary rates, and present duties of those employees performing work on the SERVICES at the time of the interview. E. Final Payment: Final Payment of any balance due the CONSULTANT of the gross amount earned will be made promptly upon its verification by the AGENCY after the completion of the SERVICES under this AGREEMENT, contingent upon receipt of all PS &E, plans, maps, notes, reports, electronic data, and other related documents which are required to be furnished under this AGREEMENT. Acceptance of such Final Payment by the CONSULTANT shall constitute a release of all claims for payment, which the CONSULTANT may have against the AGENCY unless such claims are specifically reserved in writing and transmitted to the AGENCY by the CONSULTANT prior to its acceptance. Said Final Payment shall not, however, be a bar to any claims that the AGENCY may have against the CONSULTANT or to any remedies the AGENCY may pursue with respect to such claims. The payment of any billing will not constitute agreement as to the appropriateness of any item and at the time of final audit all required adjustments will be made and reflected in a final payment. In the event that such final audit reveals an overpayment to the CONSULTANT, the CONSULTANT will refund such overpayment to the AGENCY within thirty (30) calendar days of notice of the overpayment. Such refund shall not constitute a waiver by the CONSULTANT for any claims relating to the validity of a finding by the AGENCY of overpayment. Per WSDOT's "Audit Guide for Consultants," Chapter 23 "Resolution Procedures," the CONSULTANT has twenty (20) working days after receipt of the final Post Audit to begin the appeal process to the AGENCY for audit findings. F. Inspection of Cost Records: The CONSULTANT and their sub - consultants shall keep available for inspection by representatives of the AGENCY and the United States, for a period of six (6) years after receipt of final payment, the cost records and accounts pertaining to this AGREEMENT and all items related to or bearing upon these records with the following exception: if any litigation, claim or audit arising out of, in connection with, or related to this AGREEMENT is initiated before the expiration of the six (6) year period, the cost records and accounts shall be retained until such litigation, claim, or audit involving the records is completed. An interim or post audit may be performed on this AGREEMENT. The audit, if any, will be performed by the State Auditor, WSDOT's Internal Audit Office and /or at the request of the AGENCY's Project Manager. Agreement Number: N/A Local Agency A&E Professional Services Negotiated Hourly Rate Consultant Agreement Pouicorl A/11)19e1g Page 5 of 14 VI. Sub - Contracting The AGENCY permits subcontracts for those items of SERVICES as shown in Exhibit "A" attached hereto and by this reference made part of this AGREEMENT. The CONSULTANT shall not subcontract for the performance of any SERVICE under this AGREEMENT without prior written permission of the AGENCY. No permission for subcontracting shall create, between the AGENCY and sub - consultant, any contract or any other relationship. Compensation for this sub - consultant SERVICES shall be based on the cost factors shown on Exhibit "E" attached hereto and by this reference made part of this AGREEMENT. The SERVICES of the sub - consultant shall not exceed its maximum amount payable identified in each sub - consultant cost estimate unless a prior written approval has been issued by the AGENCY. All reimbursable direct labor, indirect cost rate, direct non - salary costs and fixed fee costs for the sub - consultant shall be negotiated and substantiated in accordance with section V "Payment Provisions" herein and shall be memorialized in a final written acknowledgement between the parties. All subcontracts shall contain all applicable provisions of this AGREEMENT, and the CONSULTANT shall require each sub - consultant or subcontractor, of any tier, to abide by the terms and conditions of this AGREEMENT. With respect to sub - consultant payment, the CONSULTANT shall comply with all applicable sections of the STATE's Prompt Payment laws as set forth in RCW 39.04.250 and RCW 39.76.011. The CONSULTANT, sub - recipient, or sub - consultant shall not discriminate on the basis of race, color, national origin, or sex in the performance of this AGREEMENT. The CONSULTANT shall carry out applicable requirements of 49 CFR Part 26 in the award and administration of DOT - assisted contracts. Failure by the CONSULTANT to carry out these requirements is a material breach of this AGREEMENT, which may result in the termination of this AGREEMENT or such other remedy as the recipient deems appropriate. VII. Employment and Organizational Conflict of Interest The CONSULTANT warrants that they have not employed or retained any company or person, other than a bona fide employee working solely for the CONSULTANT, to solicit or secure this contract, and that it has not paid or agreed to pay any company or person, other than a bona fide employee working solely for the CONSULTANT, any fee, commission, percentage, brokerage fee, gift, or any other consideration, contingent upon or resulting from the award or making of this contract. For breach or violation of this warrant, the AGENCY shall have the right to annul this AGREEMENT without liability or, in its discretion, to deduct from this AGREEMENT price or consideration or otherwise recover the full amount of such fee, commission, percentage, brokerage fee, gift, or contingent fee. Any and all employees of the CONSULTANT or other persons while engaged in the performance of any work or services required of the CONSULTANT under this AGREEMENT, shall be considered employees of the CONSULTANT only and not of the AGENCY, and any and all claims that may arise under any Workmen's Compensation Act on behalf of said employees or other persons while so engaged, and any and all claims made by a third party as a consequence of any act or omission on the part of the CONSULTANT's employees or other persons while so engaged on any of the work or services provided to be rendered herein, shall be the sole obligation and responsibility of the CONSULTANT. The CONSULTANT shall not engage, on a full- or part-time basis, or other basis, during the period of this AGREEMENT, any professional or technical personnel who are, or have been, at any time during the period of this AGREEMENT, in the employ of the United States Department of Transportation or the AGENCY, except regularly retired employees, without written consent of the public employer of such person if he /she will be working on this AGREEMENT for the CONSULTANT. Agreement Number: N/A Local Agency A &E Professional Services Negotiated Hourly Rate Consultant Agreement QCVicor/ A/7n /2fl1 X Page 6 of 14 VIII. Nondiscrimination During the performance of this AGREEMENT, the CONSULTANT, for itself, its assignees, sub - consultants, subcontractors and successors in interest, agrees to comply with the following laws and regulations: • Title VI of the Civil Rights Act of 1964 (42 U.S.C. Chapter 21 Subchapter V § 2000d through 2000d -4a) • Federal -aid Highway Act of 1973 (23 U.S.C. Chapter 3 § 324) • Rehabilitation Act of 1973 (29 U.S.C. Chapter 16 Subchapter V § 794) • Age Discrimination Act of 1975 (42 U.S.C. Chapter 76 § 6101 et. seq.) • Civil Rights Restoration Act of 1987 (Public Law 100 -259) • American with Disabilities Act of 1990 (42 U.S.C. Chapter 126 § 12101 et. seq.) • 23 CFR Part 200 • 49 CFR Part 21 • 49 CFR Part 26 • RCW 49.60.180 In relation to Title VI of the Civil Rights Act of 1964, the CONSULTANT is bound by the provisions of Exhibit "F" attached hereto and by this reference made part of this AGREEMENT, and shall include the attached Exhibit "F" in every sub - contract, including procurement of materials and leases of equipment, unless exempt by the Regulations or directives issued pursuant thereto. IX. Termination of Agreement The right is reserved by the AGENCY to terminate this AGREEMENT at any time with or without cause upon ten (10) days written notice to the CONSULTANT. In the event this AGREEMENT is terminated by the AGENCY, other than for default on the part of the CONSULTANT, a final payment shall be made to the CONSULTANT for actual hours charged at the time of termination of this AGREEMENT, plus any direct non - salary costs incurred up to the time of termination of this AGREEMENT. No payment shall be made for any SERVICES completed after ten (10) days following receipt by the CONSULTANT of the notice to terminate. If the accumulated payment made to the CONSULTANT prior to Notice of Termination exceeds the total amount that would be due when computed as set forth in paragraph two (2) of this section, then no final payment shall be due and the CONSULTANT shall immediately reimburse the AGENCY for any excess paid. If the services of the CONSULTANT are terminated by the AGENCY for default on the part of the CONSULTANT, the above formula for payment shall not apply. In the event of a termination for default, the amount to be paid to the CONSULTANT shall be determined by the AGENCY with consideration given to the actual costs incurred by the CONSULTANT in performing SERVICES to the date of termination, the amount of SERVICES originally required which was satisfactorily completed to date of termination, whether that SERVICE is in a form or a type which is usable to the AGENCY at the time of termination, the cost to the AGENCY of employing another firm to complete the SERVICES required and the time which may be required to do so, and other factors which affect the value to the AGENCY of the SERVICES performed at the time of termination. Under no circumstances shall payment made under this subsection exceed the amount, which would have been made using the formula set forth in paragraph two (2) of this section. If it is determined for any reason that the CONSULTANT was not in default or that the CONSULTANT's failure to perform is without the CONSULTANT's or its employee's fault or negligence, the termination shall be deemed to be a termination for the convenience of the AGENCY. In such an event, the CONSULTANT would be reimbursed for actual costs in accordance with the termination for other than default clauses listed previously. Agreement Number: N/A Local Agency A&E Professional Services Negotiated Hourly Rate Consultant Agreement P uicorl A/111/91)15 Page 7 of 14 The CONSULTANT shall, within 15 days, notify the AGENCY in writing, in the event of the death of any member, partner, or officer of the CONSULTANT or the death or change of any of the CONSULTANT's supervisory and/or other key personnel assigned to the project or disaffiliation of any principally involved CONSULTANT employee. The CONSULTANT shall also notify the AGENCY, in writing, in the event of the sale or transfer of 50% or more of the beneficial ownership of the CONSULTANT within 15 days of such sale or transfer occurring. The CONSULTANT shall continue to be obligated to complete the SERVICES under the terms of this AGREEMENT unless the AGENCY chooses to terminate this AGREEMENT for convenience or chooses to renegotiate any term(s) of this AGREEMENT. If termination for convenience occurs, final payment will be made to the CONSULTANT as set forth in the second and third paragraphs of this section. Payment for any part of the SERVICES by the AGENCY shall not constitute a waiver by the AGENCY of any remedies of any type it may have against the CONSULTANT for any breach of this AGREEMENT by the CONSULTANT, or for failure of the CONSULTANT to perform SERVICES required of it by the AGENCY. Forbearance of any rights under the AGREEMENT will not constitute waiver of entitlement to exercise those rights with respect to any future act or omission by the CONSULTANT. X. Changes of Work The CONSULTANT shall make such changes and revisions in the completed work of this AGREEMENT as necessary to correct errors appearing therein, without additional compensation thereof. Should the AGENCY find it desirable for its own purposes to have previously satisfactorily completed SERVICES or parts thereof changed or revised, the CONSULTANT shall make such revisions as directed by the AGENCY. This work shall be considered as Extra Work and will be paid for as herein provided under section XIII "Extra Work." XI. Disputes Any disputed issue not resolved pursuant to the terms of this AGREEMENT shall be submitted in writing within 10 days to the Director of Public Works or AGENCY Engineer, whose decision in the matter shall be final and binding on the parties of this AGREEMENT; provided however, that if an action is brought challenging the Director of Public Works or AGENCY Engineer's decision, that decision shall be subject to judicial review. If the parties to this AGREEMENT mutually agree, disputes concerning alleged design errors will be conducted under the procedures found in Exhibit "J ". In the event that either party deem it necessary to institute legal action or proceeding to enforce any right or obligation under this AGREEMENT, this action shall be initiated in the Superior Court of the State of Washington, situated in the county in which the AGENCY is located. The parties hereto agree that all questions shall be resolved by application of Washington law and that the parties have the right of appeal from such decisions of the Superior Court in accordance with the laws of the State of Washington. The CONSULTANT hereby consents to the personal jurisdiction of the Superior Court of the State of Washington, situated in the county in which the AGENCY is located. XII. Legal Relations The CONSULTANT, any sub - consultants, and the AGENCY shall comply with all Federal, State, and local laws, rules, codes, regulations and all AGENCY policies and directives, applicable to the work to be performed under this AGREEMENT. This AGREEMENT shall be interpreted and construed in accordance with the laws of the State of Washington. The CONSULTANT shall defend, indemnify, and hold the State of Washington (STATE) and the AGENCY and their officers and employees harmless from all claims, demands, or suits at law or equity arising in whole or in part from the negligence of, or the breach of any obligation under this AGREEMENT by, the CONSULTANT or the CONSULTANT's agents, employees, sub consultants, subcontractors or vendors, of any tier, or any other persons for whom the CONSULTANT may be legally liable; provided that nothing herein shall require a CONSULTANT Agreement Number: N/A Local Agency A &E Professional Services Negotiated Hourly Rate Consultant Agreement Rcviccri A /1/1/91115 Page 8 of 14 to defend or indemnify the STATE and the AGENCY and their officers and employees against and hold harmless the STATE and the AGENCY and their officers and employees from claims, demands or suits based solely upon the negligence of, or breach of any obligation under this AGREEMENT by the STATE and the AGENCY, their agents, officers, employees, sub - consultants, subcontractors or vendors, of any tier, or any other persons for whom the STATE and /or the AGENCY may be legally liable; and provided further that if the claims or suits are caused by or result from the concurrent negligence of (a) the CONSULTANT or the CONSULTANT's agents, employees, sub - consultants, subcontractors or vendors, of any tier, or any other persons for whom the CONSULTANT is legally liable, and (b) the STATE and /or AGENCY, their agents, officers, employees, sub - consultants, subcontractors and or vendors, of any tier, or any other persons for whom the STATE and /or AGENCY may be legally liable, the defense and indemnity obligation shall be valid and enforceable only to the extent of the CONSULTANT's negligence or the negligence of the CONSULTANT's agents, employees, sub - consultants, subcontractors or vendors, of any tier, or any other persons for whom the CONSULTANT may be legally liable. This provision shall be included in any AGREEMENT between CONSULTANT and any sub - consultant, subcontractor and vendor, of any tier. The CONSULTANT shall also defend, indemnify, and hold the STATE and the AGENCY and their officers and employees harmless from all claims, demands, or suits at law or equity arising in whole or in part from the alleged patent or copyright infringement or other allegedly improper appropriation or use of trade secrets, patents, proprietary information, know -how, copyright rights or inventions by the CONSULTANT or the CONSULTANT's agents, employees, sub - consultants, subcontractors or vendors, of any tier, or any other persons for whom the CONSULTANT may be legally liable, in performance of the Work under this AGREEMENT or arising out of any use in connection with the AGREEMENT of methods, processes, designs, information or other items furnished or communicated to STATE and /or the AGENCY, their agents, officers and employees pursuant to the AGREEMENT; provided that this indemnity shall not apply to any alleged patent or copyright infringement or other allegedly improper appropriation or use of trade secrets, patents, proprietary information, know -how, copyright rights or inventions resulting from STATE and /or AGENCY'S, their agents', officers' and employees' failure to comply with specific written instructions regarding use provided to STATE and /or AGENCY, their agents, officers and employees by the CONSULTANT, its agents, employees, sub - consultants, subcontractors or vendors, of any tier, or any other persons for whom the CONSULTANT may be legally liable. The CONSULTANT's relation to the AGENCY shall be at all times as an independent contractor. Notwithstanding any determination by the Executive Ethics Board or other tribunal, the AGENCY may, in its sole discretion, by written notice to the CONSULTANT terminate this AGREEMENT if it is found after due notice and examination by the AGENCY that there is a violation of the Ethics in Public Service Act, Chapter 42.52 RCW; or any similar statute involving the CONSULTANT in the procurement of, or performance under, this AGREEMENT. The CONSULTANT specifically assumes potential liability for actions brought by the CONSULTANT's own employees or its agents against the STATE and /or the AGENCY and, solely for the purpose of this indemnification and defense, the CONSULTANT specifically waives any immunity under the state industrial insurance law, Title 51 RCW. This waiver has been mutually negotiated by the Parties. Unless otherwise specified in this AGREEMENT, the AGENCY shall be responsible for administration of construction contracts, if any, on the project. Subject to the processing of a new sole source, or an acceptable supplemental AGREEMENT, the CONSULTANT shall provide On -Call assistance to the AGENCY during contract administration. By providing such assistance, the CONSULTANT shall assume no responsibility for: proper construction techniques, job site safety, or any construction contractor's failure to perform its work in accordance with the contract documents. The CONSULTANT shall obtain and keep in force during the terms of this AGREEMENT, or as otherwise required, the following insurance with companies or through sources approved by the State Insurance Commissioner pursuant to Title 48 RCW. Agreement Number: N/A Local Agency A &E Professional Services Negotiated Hourly Rate Consultant Agreement Page 9 of 14 Revised 4/10/2015 Insurance Coverage A. Worker's compensation and employer's liability insurance as required by the STATE. B. Commercial general liability insurance written under ISO Form CG 00 01 12 04 or its equivalent with minimum limits of one million dollars ($1,000,000.00) per occurrence and two million dollars ($2,000,000.00) in the aggregate for each policy period. C. Business auto liability insurance written under ISO Form CG 00 01 10 01 or equivalent providing coverage for any "Auto" (Symbol 1) used in an amount not less than a one million dollar ($1,000,000.00) combined single limit for each occurrence. Excepting the Worker's Compensation Insurance and any Professional Liability Insurance, the STATE and AGENCY, their officers, employees, and agents will be named on all policies of CONSULTANT and any sub - consultant and /or subcontractor as an additional insured (the "AIs "), with no restrictions or limitations concerning products and completed operations coverage. This coverage shall be primary coverage and non - contributory and any coverage maintained by the AIs shall be excess over, and shall not contribute with, the additional insured coverage required hereunder. The CONSULTANT's and the sub - consultant's and /or subcontractor's insurer shall waive any and all rights of subrogation against the AIs. The CONSULTANT shall furnish the AGENCY with verification of insurance and endorsements required by this AGREEMENT. The AGENCY reserves the right to require complete, certified copies of all required insurance policies at any time. All insurance shall be obtained from an insurance company authorized to do business in the State of Washington. The CONSULTANT shall submit a verification of insurance as outlined above within fourteen (14) days of the execution of this AGREEMENT to: Name: Rick Perez, PE Agency: City of Federal Way Address: 33325 8th Avenue South City: Federal Way State: WA Zip: 98003 Email: rick.perez @cityoffederalway.com Phone: 253- 835 -2740 Facsimile: 253- 661 -4129 No cancellation of the foregoing policies shall be effective without thirty (30) days prior notice to the AGENCY. The CONSULTANT's professional liability to the AGENCY, including that which may arise in reference to section IX "Termination of Agreement" of this AGREEMENT, shall be limited to the accumulative amount of the authorized AGREEMENT or one million dollars ($1,000,000.00), whichever is greater, unless the limit of liability is increased by the AGENCY pursuant to Exhibit H. In no case shall the CONSULTANT's professional liability to third parties be limited in any way. The parties enter into this AGREEMENT for the sole benefit of the parties, and to the exclusion of any third party, and no third party beneficiary is intended or created by the execution of this AGREEMENT. The AGENCY will pay no progress payments under section V "Payment Provisions" until the CONSULTANT has fully complied with this section. This remedy is not exclusive; and the AGENCY may take such other action as is available to it under other provisions of this AGREEMENT, or otherwise in law. Agreement Number: N/A Local AgencyA &E Professional Services Negotiated Hourly Rate Consultant Agreement Page 10 of 14 Revised 4/10 /2015 XIII. Extra Work A. The AGENCY may at any time, by written order, make changes within the general scope of this AGREEMENT in the SERVICES to be performed. B. If any such change causes an increase or decrease in the estimated cost of, or the time required for, performance of any part of the SERVICES under this AGREEMENT, whether or not changed by the order, or otherwise affects any other terms and conditions of this AGREEMENT, the AGENCY shall make an equitable adjustment in the: (1) maximum amount payable; (2) delivery or completion schedule, or both; and (3) other affected terms and shall modify this AGREEMENT accordingly. C. The CONSULTANT must submit any "request for equitable adjustment," hereafter referred to as "CLAIM," under this clause within thirty (30) days from the date of receipt of the written order. However, if the AGENCY decides that the facts justify it, the AGENCY may receive and act upon a CLAIM submitted before final payment of this AGREEMENT. D. Failure to agree to any adjustment shall be a dispute under the section XI "Disputes" clause. However, nothing in this clause shall excuse the CONSULTANT from proceeding with the AGREEMENT as changed. E. Notwithstanding the terms and conditions of paragraphs (A.) and (B.) above, the maximum amount payable for this AGREEMENT, shall not be increased or considered to be increased except by specific written supplement to this AGREEMENT. XIV. Endorsement of Plans If applicable, the CONSULTANT shall place their endorsement on all plans, estimates, or any other engineering data furnished by them. XV. Federal Review The Federal Highway Administration shall have the right to participate in the review or examination of the SERVICES in progress. XVI. Certification of the Consultant and the Agency Attached hereto as Exhibit "G -1(a and b)" are the Certifications of the CONSULTANT and the AGENCY, Exhibit "G -2" Certification Regarding Debarment, Suspension and Other Responsibility Matters - Primary Covered Transactions, Exhibit "G -3" Certification Regarding the Restrictions of the Use of Federal Funds for Lobbying and Exhibit "G -4" Certificate of Current Cost or Pricing Data. Exhibit "G -3" is required only in AGREEMENT's over one hundred thousand dollars ($100,000.00) and Exhibit "G -4" is required only in AGREEMENT's over five hundred thousand dollars ($500,000.00.) These Exhibits must be executed by the CONSULTANT, and submitted with the master AGREEMENT, and returned to the AGENCY at the address listed in section III "General Requirements" prior to its performance of any SERVICES under this AGREEMENT. XVII. Complete Agreement This document and referenced attachments contain all covenants, stipulations, and provisions agreed upon by the parties. No agent, or representative of either party has authority to make, and the parties shall not be bound by or be liable for, any statement, representation, promise or agreement not set forth herein. No changes, amendments, or modifications of the terms hereof shall be valid unless reduced to writing and signed by the parties as a supplement to this AGREEMENT. Agreement Number: N/A Local Agency A &E Professional Services Negotiated Hourly Rate Consultant Agreement Rovicorl A/11)/71)1 Page 11 of 14 XVIII. Execution and Acceptance This AGREEMENT may be simultaneously executed in several counterparts, each of which shall be deemed to be an original having identical legal effect. The CONSULTANT does hereby ratify and adopt all statements, representations, warranties, covenants, and AGREEMENT's contained in the proposal, and the supporting material submitted by the CONSULTANT, and does hereby accept this AGREEMENT and agrees to all of the terms and conditions thereof. XIX. Protection of Confidential Information The CONSULTANT acknowledges that some of the material and information that may come into its possession or knowledge in connection with this AGREEMENT or its performance may consist of information that is exempt from disclosure to the public or other unauthorized persons under either chapter 42.56 RCW or other local, state or federal statutes ( "State's Confidential Information "). The "State's Confidential Information" includes, but is not limited to, names, addresses, Social Security numbers, e-mail addresses, telephone numbers, financial profiles, credit card information, driver's license numbers, medical data, law enforcement records (or any other information identifiable to an individual), STATE and AGENCY source code or object code, STATE and AGENCY security data, non - public Specifications, STATE and AGENCY non - publicly available data, proprietary software, STATE and AGENCY security data, or information which may jeopardize any part of the project that relates to any of these types of information. The CONSULTANT agrees to hold the State's Confidential Information in strictest confidence and not to make use of the State's Confidential Information for any purpose other than the performance of this AGREEMENT, to release it only to authorized employees, sub - consultants or subcontractors requiring such information for the purposes of carrying out this AGREEMENT, and not to release, divulge, publish, transfer, sell, disclose, or otherwise make it known to any other party without the AGENCY's express written consent or as provided by law. The CONSULTANT agrees to release such information or material only to employees, sub - consultants or subcontractors who have signed a nondisclosure AGREEMENT, the terms of which have been previously approved by the AGENCY. The CONSULTANT agrees to implement physical, electronic, and managerial safeguards to prevent unauthorized access to the State's Confidential Information. Immediately upon expiration or termination of this AGREEMENT, the CONSULTANT shall, at the AGENCY's option: (i) certify to the AGENCY that the CONSULTANT has destroyed all of the State's Confidential Information; or (ii) returned all of the State's Confidential Information to the AGENCY; or (iii) take whatever other steps the AGENCY requires of the CONSULTANT to protect the State's Confidential Information. As required under Executive Order 00 -03, the CONSULTANT shall maintain a log documenting the following: the State's Confidential Information received in the performance of this AGREEMENT; the purpose(s) for which the State's Confidential Information was received; who received, maintained and used the State's Confidential Information; and the final disposition of the State's Confidential Information. The CONSULTANT's records shall be subject to inspection, review, or audit upon reasonable notice from the AGENCY. The AGENCY reserves the right to monitor, audit, or investigate the use of the State's Confidential Information collected, used, or acquired by the CONSULTANT through this AGREEMENT. The monitoring, auditing, or investigating may include, but is not limited to, salting databases. Violation of this section by the CONSULTANT or its sub - consultants or subcontractors may result in termination of this AGREEMENT and demand for return of all State's Confidential Information, monetary damages, or penalties. It is understood and acknowledged that the CONSULTANT may provide the AGENCY with information which is proprietary and/or confidential during the term of this AGREEMENT. The parties agree to maintain the confidentiality of such information during the term of this AGREEMENT and afterwards. All materials containing such proprietary and/or confidential information shall be clearly identified and marked as "Confidential" and shall be returned to the disclosing party at the conclusion of the SERVICES under this AGREEMENT. Agreement Number: N/A Local Agency A&E Professional Services Negotiated Hourly Rate Consultant Agreement Rot/lead A/111/9/11A Page 12 of 14 The CONSULTANT shall provide the AGENCY with a list of all information and materials it considers confidential and/or proprietary in nature: (a) at the commencement of the term of this AGREEMENT; or (b) as soon as such confidential or proprietary material is developed. "Proprietary and /or confidential information" is not meant to include any information which, at the time of its disclosure: (i) is already known to the other party; (ii) is rightfully disclosed to one of the parties by a third party that is not acting as an agent or representative for the other party; (iii) is independently developed by or for the other party; (iv) is publicly known; or (v) is generally utilized by unaffiliated third parties engaged in the same business or businesses as the CONSULTANT. The parties also acknowledge that the AGENCY is subject to Washington State and federal public disclosure laws. As such, the AGENCY shall maintain the confidentiality of all such information marked proprietary and/ or confidential or otherwise exempt, unless such disclosure is required under applicable state or federal law. If a public disclosure request is made to view materials identified as "Proprietary and/or confidential information" or otherwise exempt information, the AGENCY will notify the CONSULTANT of the request and of the date that such records will be released to the requester unless the CONSULTANT obtains a court order from a court of competent jurisdiction enjoining that disclosure. If the CONSULTANT fails to obtain the court order enjoining disclosure, the AGENCY will release the requested information on the date specified. The CONSULTANT agrees to notify the sub - consultant of any AGENCY communication regarding disclosure that may include a sub - consultant's proprietary and /or confidential information. The CONSULTANT notification to the sub - consultant will include the date that such records will be released by the AGENCY to the requester and state that unless the sub - consultant obtains a court order from a court of competent jurisdiction enjoining that disclosure the AGENCY will release the requested information. If the CONSULTANT and /or sub - consultant fail to obtain a court order or other judicial relief enjoining the AGENCY by the release date, the CONSULTANT shall waive and release and shall hold harmless and indemnify the AGENCY from all claims of actual or alleged damages, liabilities, or costs associated with the AGENCY's said disclosure of sub - consultants' information. XX. Records Maintenance During the progress of the Work and SERVICES provided hereunder and for a period of not less than six (6) years from the date of final payment to the CONSULTANT, the CONSULTANT shall keep, retain and maintain all "documents" pertaining to the SERVICES provided pursuant to this AGREEMENT. Copies of all "documents" pertaining to the SERVICES provided hereunder shall be made available for review at the CONSULTANT's place of business during normal working hours. If any litigation, claim or audit is commenced, the CONSULTANT shall cooperate with AGENCY and assist in the production of all such documents. "Documents" shall be retained until all litigation, claims or audit findings have been resolved even though such litigation, claim or audit continues past the six (6) year retention period. For purposes of this AGREEMENT, "documents" means every writing or record of every type and description, including electronically stored information (`BSI "), that is in the possession, control, or custody of the CONSULTANT, including, without limitation, any and all correspondences, contracts, AGREEMENTs, appraisals, plans, designs, data, surveys, maps, spreadsheets, memoranda, stenographic or handwritten notes, reports, records, telegrams, schedules, diaries, notebooks, logbooks, invoices, accounting records, work sheets, charts, notes, drafts, scribblings, recordings, visual displays, photographs, minutes of meetings, tabulations, computations, summaries, inventories, and writings regarding conferences, conversations or telephone conversations, and any and all other taped, recorded, written, printed or typed matters of any kind or description; every copy of the foregoing whether or not the original is in the possession, custody, or control of the CONSULTANT, and every copy of any of the foregoing, whether or not such copy is a copy identical to an original, or whether or not such copy contains any commentary or notation whatsoever that does not appear on the original. Agreement Number: N/A Local Agency A &E Professional Services Negotiated Hourly Rate Consultant Agreement Page 13 of 14 Revised 4/10 /2015 For purposes of this AGREEMENT, "ESI" means any and all computer data or electronic recorded media of any kind, including "Native Files ", that are stored in any medium from which it can be retrieved and examined, either directly or after translation into a reasonably useable form. ESI may include information and /or documentation stored in various software programs such as: Email, Outlook, Word, Excel, Access, Publisher, PowerPoint, Adobe Acrobat, SQL databases, or any other software or electronic communication programs or databases that the CONSULTANT may use in the performance of its operations. ESI may be located on network servers, backup tapes, smart phones, thumb drives, CDs, DVDs, floppy disks, work computers, cell phones, laptops or any other electronic device that CONSULTANT uses in the performance of its Work or SERVICES hereunder, including any personal devices used by the CONSULTANT or any sub - consultant at home. "Native files" are a subset of ESI and refer to the electronic format of the application in which such ESI is normally created, viewed, and /or modified. The CONSULTANT shall include this section XX "Records Maintenance" in every subcontract it enters into in relation to this AGREEMENT and bind the sub - consultant to its terms, unless expressly agreed to otherwise in writing by the AGENCY prior to the execution of such subcontract. In witness whereof, the parties hereto have executed this AGREEMENT as of the day and year shown in the "Execution Date" box on page one (1) of this AGREEMENT. Signature "54/7 Signature // Date December 31, 2015 Date Any modification, change, or reformation of this AGREEMENT shall require approval as to form by the Office of the Attorney General. Agreement Number: N/A Local AgencyA &E Professional Services Negotiated Hourly Rate Consultant Agreement Page 14 of 14 Revised 4/10/2015 Exhibit A Scope of Work Project No. N/A Agreement Number: N/A WSDOT Form 140 -089 EF Exhibit A Rovicarl 1n/Zn /9n1d Page 1 of 1 EXHIBIT A City of Federal Way SW 336th Way /SW 340th Street Corridor Study 26th Place SW to Pierce County Line Scope of Work December 29, 2015 Purpose The purpose of SW 336th Way / SW 340th Street corridor study is to identify improvements needed to improve corridor operations through the addition of roadway capacity in both directions along the corridor. New sidewalks, roadway illumination, bicycle facilities, landscaping, and utility undergrounding will also serve to improve the safety and aesthetic character along the corridor. Proposed Improvements Proposed Improvements for the corridor include: • Roadway widening as required to improve capacity in both directions. • Installation of curb, gutter, and sidewalk along both sides of the roadway. • Installation of raised center median with turn pockets at intersections, as feasible. • Upgraded stormwater collection, treatment, and detention facilities. • Undergrounding of aerial power, phone, and cable distribution lines. • Installation of a new roadway illumination system. • Installation of new traffic signal or roundabout at either 26th Place SW or SW 337th Street. • Modifications to existing traffic signals or replacement with roundabouts at 35th Avenue SW and Hoyt Road SW. Project Limits The corridor improvements extend improvements from the SW 336th Street improvements project from 21st Avenue SW and 26th Place SW. Improvements will transition to match the existing roadway section at the Pierce County Line. The side streets will be improved to the minimum extent necessary to provide a smooth transition into the corridor. If the 35th Avenue SW intersection remains signalized, widening to provide a northbound left -turn lane would be included. Work Element 1 Project Management. The estimated project duration is six months. 1.1 Provide project management administrative services including: • Project set -up and execution of agreement • Execution of subcontractor agreements • Preparation of monthly progress reports and invoices • Record keeping and project closeout City of Federal Way Page 1 of 7 SW 336th Way /SW 340th Street Corridor Study 1.2 Provide overall project management including: • Project staff management and coordination • Subcontractor management and coordination • Prepare and update project schedule • Schedule and budget monitoring 1.3 Coordinate with City staff, including preparation and attendance of up to four coordination meetings throughout the duration of the project. Level of effort for this task is based on an average of two Consultant staff at each of the following meetings: • One formal kickoff meeting at project start • Periodic meetings at the City throughout the project duration (estimate three). Work Element 2 Quality Control /Quality Assurance The Consultant shall provide internal QA/QC reviews of the following major work elements prior to submittal to the City. 2.1 Field review completed base maps for completeness and accuracy and incorporate findings. 2.2 Traffic analysis review: Senior review of technical analysis and report. 2.3 Provide senior review of design report. Work Element 3 Mapping, - Limits of survey shall be as follows: • Approximately 6,000 linear feet along SW 336th Street, SW 336th Way, and SW 340th Street from approximately 300 feet east of 26th Place SW to the point of tangency west of Pierce County Line; 5 feet beyond the right of way line on each side; • 300 feet in each direction along 35th Avenue SW, 5 feet beyond the right of way line on each side; • 300 feet in each direction along Hoyt Road SW, 100 feet wide, 5 feet beyond the right of way line on each side; • 100 feet north of SW 336th Street / SW 336th Way on 26th Place SW, 5 feet beyond the right of way line on each side; • 100 feet east and west of SW 336th Way on SW 337th Street, 100 feet wide, 5 feet beyond the right of way line on each side. Pick up building corners that lie within the limits described above 3.1 Establish horizontal and vertical control points along the corridor and within the project limits described above. Basis of control will be City of Federal Way Datum. City of Federal Way Page 2 of 7 SW 336th Way /SW 340th Street Corridor Study Approximately 12 control points will be established. The Consultant will locate, field survey, and calculate positions for all monuments and control points throughout the project limits, using the Washington State plane coordinate system. Conventional or GPS surveying methods will be used on this project. Monuments or corners to be located and field surveyed include the following: • Section Corners • Side street monuments • Monuments on corridor, centerline, construction and any monument shown or found as indicated on survey records. 3.2 Field Survey and Note Reduction. Perform note reduction of the field survey data. 3.3 Mapping work to prepare 1 " =20' topographic base map and digital terrain model (DTM) in AutoCAD format of the project within the limits described above. The base map will include building faces, building corners, building awnings, signs, trees, curbs, sidewalks, utility poles, signal poles and other surface features with in the mapping area as describe above. One -foot contours will be generated from the DTM. Field survey to establish existing pavement surface elevation on SW 336th Way /SW 340th Street and all side streets within the limits of the project described above. Profiles of the existing roadway surface will be surveyed along the curb or edge lines and the roadway crown line. Points will be surveyed at approximately 50- ft intervals on the corridor and all side streets with in the project limits. 3.4 Field survey work to perform cross - sections at critical areas along the corridor. Cross - sections of the existing ground will be taken at 25 -ft intervals along the roadway edge and where necessary up to 5 feet outside the rights -of -way. 3.5 Field survey to locate paint marks in work element 4.1 at 50 -ft intervals and surface feature (valves, manholes, catch basins, junction boxes, vaults). Irrigation systems will not be included. The Consultant will prepare a utility base map from this information. 3.6 Perform observation and measure -downs of existing storm drain catch basins and manholes. The approximate size, type (brick, concrete), and general condition of the structures to confirm suitability for continued use, and approximate size and location of storm drainage pipes will be documented. These observations will be made from the surface. Work Element 4 Utility Mapping 4.1 Consultant shall contact One -Call to paint all utility locations within the project corridor so that they can be surveyed in work element 3.5. Service line locations and gravity storm and sewer will not be field located or mapped. 4.2 Request utility companies record drawings and update utility mapping prepared in 3.5. Utility as- builts will be used to verify the location and type of utilities within the limits of this project (i.e., adding the type of water main, and type, location and symbol of water valves). Utility depths will not be shown with the exception of those City of Federal Way Page 3 of 7 SW 336th Way /SW 340th Street Corridor Study described in work element 3.10. Work Element 5 Traffic Analysis Report 5.1 The Consultant shall develop up to three alternative geometric layouts for the following intersections with a total number of alternative not to exceed nine: • 26th Place SW at SW 336th St / SW 336th Way; • SW 337th Street at SW 336th Way; • 35th Avenue SW at SW 340th Street; • Hoyt Road SW at SW 340th Street. The layouts shall include ROW information, horizontal alignments, curbs, sidewalks, channelization and signal equipment, including phasing. The layouts shall be supported by the traffic analysis using Synchro modeling program. One of the alternatives shall consider a roundabout design and be supported by the traffic analysis using SIDRA modeling program. The Consultant shall prepare a technical memorandum to document the traffic analysis and its results. The analysis shall assess vehicular, pedestrian, bicycle, transit and freight transportation modes. The Consultant shall use a layered network approach to integrate these modes into a comprehensive multimodal transportation system. The Synchro and SIDRA analysis shall include AM and PM peak analysis for current and future volumes to accommodate for a range or pace of anticipated growth. A concept -level cost estimate for each of the alternatives will be provided. The Consultant shall coordinate the results, layouts, and recommendations in collaboration with the City. The preferred alternative as selected by the City will be incorporated into the traffic analysis included in Work Element 5.2. 5.2 Prepare a traffic analysis for the project and document in a technical memorandum. Evaluate alternatives for safety, sight distance improvement, storage length for traffic queuing and operations impacts at the following intersections: • 26th Place SW at SW 336th St / SW 336th Way; • SW 337th Street at SW 336th Way; • 35th Avenue SW at SW 340th Street; • Hoyt Road SW at SW 340th Street. The analysis will consider design requirements to meet adopted performance standards and will meet the City's Guideline for the Preparation of Transportation Impact Analysis. Results of this traffic analysis will be incorporated into the channelization design plan for approval by the City. When approved by the City, this memorandum will become the basis for the preliminary roadway design. 5.3 Analysis of existing traffic conditions. Identify the characteristics such as travel speed, street network by functional classification, intersection traffic control, and non - motorized facilities. Perform an analysis of collision data over the most current five calendar years. Collision locations shall be submitted by the Consultant in the City of Federal Way Page 4 of 7 SW 336th Way /SW 340"' Street Corridor Study report as documented in the collision data provided by the City. The report shall include existing traffic volumes data for ADT and PM peak hour. Traffic volume data shall include turning movements and calculations for the passenger car equivalents (trucks, buses, pedestrians and bicycles). City will supply a SYNCHRO model containing the existing volumes, geometry and control at each of the four study area intersections. The volumes provided in the SYNCHRO file will be adjusted to match the existing year 2014 conditions as per the 2014 EMME /2 model provided by the City. The Consultant shall prepare AM, and PM peak hour level of service calculations for the four study intersections AM and PM peak hour volumes will be provided by the City. 5.4 The City will provide the current 2015 EMME /2 traffic model completed for the year 2014 and the Consultant will review and analyze future proposed project year of opening (2020). The City will provide the design horizon year 2040 EMME /2 traffic model and provide analysis for the design horizon year (2040) traffic conditions. The Consultant shall perform analysis for the preferred roadway configuration for the four study intersections within the project boundaries to meet adopted performance standards given at project opening and design horizon traffic volumes. The traffic analysis will consider no -build and build scenarios for each study condition. The Consultant shall provide new signal phase timing and progressions plan for the corridor to back up LOS calculations. The signal plans are required for AM, and PM. 5.5 Compile, prepare and review the Draft and Final Traffic Analysis Report. Assemble and submit 2 copies (including one unbound original) of the Draft and Final Design Reports to the City. Work Element 6 Design Report Prepare a design report. The report will include the 20% plans and cost opinions for the project. Options for sequencing the project into phases having independent utility that would maintain viability for a combination of City and grant funding will also be provided. 6.1 Compile and review data and records from the City, other agencies, and utilities. Document the design criteria that will be used to develop and evaluate alternatives. Design criteria will be per the Federal Way Development Standards format. Prepare photo log of existing conditions along corridor. 6.2 Evaluate property access alternatives considering driveway consolidation /shared access, driveway relocations, and parking impacts /remedies as appropriate to achieve the City's access goals and minimize creating conformance issues for adjacent residences. This may include alternatives for median openings and U- turns. Where existing access cannot be maintained, the Consultant will prepare up to two alternatives with plan sketches showing the new access. Summarize findings in a brief memorandum with plan sketches for review by the City. Access Alternatives review comments will be incorporated into the conceptual alternative. 6.3 Develop cross sections alternatives analysis (plan and typical section) and comparative level opinion of cost. It is anticipated that two cross section alternatives will be evaluated. Evaluate relative impacts to: City of Federal Way Page 5 of 7 SW 336th Way /SW 340th Street Corridor Study • Stormwater facilities quality & quantity analysis. • ROW Estimate • Walls, including impacts analysis of overhead /underground utilities. 6.4 Review the existing storm water facilities within the limits of the project and document applicable stormwater regulations, standards, hydrology and hydraulic design criteria. Identify any SWM projects proposed in the next ten years based on review of the City comprehensive plan and /or discussions with City staff. Delineate threshold discharge areas (TDAs) and determine applicability of Core Requirements 3 (Flow Control) and 8 (Water Quality) to each TDA. Identify feasible alternative approaches to providing required detention and treatment, including end -of -pipe and dispersed upstream (low impact development) approaches. Include infiltration and flow control BMP alternatives if suitable soil conditions exist. Present alternatives /concepts list to City for approval prior to conceptual design /layout work and prepare conceptual design and layout for each alternative. Evaluate alternatives based on construction cost, right -of -way acquisition cost, maintenance cost, and other relevant criteria as identified through discussions with City staff. Document alternatives analysis and recommended approach to detention and treatment in a technical memorandum for City review and approval. 6.5 Prepare a type size and location analysis for stormwater treatment and detention facilities to determine right -of -way needs. It is assumed that detention and water quality facilities will be required for up to seven threshold discharge areas along the corridor. Present findings in a brief technical memorandum for City review and approval. 6.6 Prepare a draft Technical Information Report (TIR) describing the technical information and analysis of the stormwater facilities. The draft TIR will be in accordance with City requirements, including a Level 1 downstream analysis at up to eight locations, hydrologic calculations, detention and water quality facility design, pipe sizing calculations, and plan view layout as shown on the 20% plans. 6.7 Prepare 20% Plans and estimate preliminary quantities and prepare preliminary opinions of probable cost for construction. Plans type include the following: • Cover Sheet (1 sheet) • Typical Sections (3 sheets) • Plan and Profile (including drainage) (25 sheet) • Channelization (plan view only) (15 sheets) 6.8 Prepare an analysis of preliminary right -of -way requirements based on existing property lines, estimated required takes, easements and changes to current access. The City will provide the required width of right -of -way for the corridor and the City will purchase and provide title reports. Show the proposed rights -of -way on the 20% Plans. Separate right -of -way plans will not be prepared. 6.9 Compile and prepare the Draft and Final Design Report. Five bound copies and one unbound original will be submitted for the draft and final reports. City of Federal Way Page 6 of 7 SW 336th Way /SW 340th Street Corridor Study Work Element 7 Community and Agency Coordination. 7.1 Attend one Community -wide Open House. Prepare an open house flyer, one roll - plot, cross - section exhibits, landscaping exhibits, a project schedule exhibits and other design exhibits as required for the open house. City of Federal Way Page 7 of 7 SW 336th Way /SW 340th Street Corridor Study Exhibit B DBE Participation NOT APPLICABLE Agreement Number: N/A WSDOT Form 140 -089 EF Exhibit B RQvicori 1/VZIV9n1d Page 1 of 1 Exhibit C Preparation and Delivery of Electronic Engineering and Other Data In this Exhibit the agency, as applicable, is to provide a description of the format and standards the consultant is to use in preparing electronic files for transmission to the agency. The format and standards to be provided may include, but are not limited to, the following: I. Surveying, Roadway Design & Plans Preparation Section A. Survey Data ASCII files and AutoCAD Civil 3D base files. B. Roadway Design Files Electronic versions in Microsoft Office programs or PDF. C. Computer Aided Drafting Files AutoCAD "E" Transmit (electronic files, base files, sheet files, and resource files). Agreement Number: N/A WSDOT Form 140 -089 EF Exhibit C Rovicor' 11I/3I1 /91)1d Page 1 of 4 D. Specify the Agency's Right to Review Product with the Consultant Agency may review Consultant's AutoCAD Civil 3D files at Consultant's office at any time with one weeks notice. E. Specify the Electronic Deliverables to Be Provided to the Agency Final deliverables will be emailed or placed on the SCJ Files FTP site (large files). F. Specify What Agency Furnished Services and Information Is to Be Provided Title reports in PDF. Existing traffic models (EMME 2) and operations analysis (Synchro files). Agreement Number: N/A WSDOT Form 140 -089 EF Exhibit C Rcvicor, 1n /2n /9n1A Page 2 of 4 II. Any Other Electronic Files to Be Provided N/A III. Methods to Electronically Exchange Data Deliverables to be downloaded and uploaded by either SCJ Files FTP site or email. WSDOT Form 140 -089 EF Exhibit C acvicorlIII/MI )1d Page 3 of 4 A. Agency Software Suite N/A B. Electronic Messaging System Standard email practices. C. File Transfers Format SCJ Files (FTP site). WSDOT Form 140 -089 EF Exhibit C Poui¢orl lni2nnn1A Page 4 of 4 Exhibit D Prime Consultant Cost Computations Agreement Number: N/A WSDOT Form 140 -089 EF Exhibit D Rcvicor, 1f1/3f1/9f11A Page 1 of 1 SCJ Alliance Client: City of Federal Way Project: SW 336th Way /SW 340th Street Corridor Study Job it P1842.01 File M: 2015- 1229_tee budget 336th340th corridor study V2.xlsm $80.00 Bob EXHIBIT DI Consultant Labor Hour Estimate $72.00 Scott $39.00 $35.00 Matt Josh $40.00 $45.00 Miranda Theresa $30.00 Maddie $26.00 Alissa SCJ ALLIANCE Task No. Task Description Principle Associate Princple Project Engineer I Senior Designer Landscape Architect Senior Planner Project Accountant Project Coord I Total Phase 1 - Project Management (SCJ) Task 1 ProJM Managemant 1 Administrative 24.0 80.0 100.0 12.0 16.0 52.0 2 Management 32.0 16.0 24.0 32.0 3 Coordination Meetings 16.0 16.0 3.0 20.0 35.0 Subtotal Hours: 72.0 16.0 124.0 3.0 12.0 16.0 119.0 Total Hours All Tasks: 72.0 16.0 3.0 12.0 16.0 119.0 Phase 2 - Quality Control /Quality Assurance (SCJ, MTN2COAST, DKS, and Landau) Task 1 away Control/Quality Assurance 3 Field Review of Completed Base Maps Design Report Review 4.0 4.0 4.0 4.0 Subtotal Hours: 4.0 4.0 8.0 Total Hours All Tasks: 4.0 4.0 8.0 Phase 3 - Mapping (MTN2COAST) Phase 4 - Utility Mapping (SCJ and MTN2COAST) Task 1 Utility Mapping 2 tility Record Drawings 8.0 8.0 Subtotal Hours: 8.0 8.0 Total Hours All Tasks: 8.0 8.0 Phase 5 - Traffic Analysis Report (SCJ and DKS) Task 1 Alterative Geometric layouts 1 Conceptual layouts 6.0 80.0 100.0 186.0 2 Opinion of Cost 16.0 24.0 40.0 3 Technical Memorandum 1.0 8.0 20.0 9.0 Subtotal Hours: 7.0 104.0 124.0 235.0 Phase 6 - Design Report (SCJ and Sargent) Task 1 Dar. Collection 1 Data Collection 16.0 16.0 2 Photographs 4.0 4.0 Subtotal Hours: 4.0 16.0 20.0 1 of 12/31/2015 SCJ Alliance Client: City of Federal Way Protect: SW 336th Way /SW 340th Street Corridor Study Job e: P1842.01 File e: 2O15- 1229_fee budget_336th -340th corridor study_V2.xlsm 580.00 Bob EXHIBIT DI Consultant Labor Hour Estimate $72.00 Scott $39.00 $35.00 440.00 $45.00 530.00 926.00 Josh Matt Miranda Theresa Meddle Allssa SCJ ALLIANCE Task No. 7esk Description Principle Associate Principle Project Engineer) Senior Designer andscape Architect Planner Sena Plan Project Accountant Project Coon)/ Total Task 2 Property Acmes 1 Property Access Alternatives 1.0 4.0 8.0 13.0 2 Plan Sketches 4.0 8.0 12.0 3 Technical Memorandum 1.0 8.0 9.0 Subtotal Hours: 2.0 16.0 16.0 34.0 Task 3 Cross SootIon Alternative Analysis 1 Layout 8.0 12.0 24.0 44.0 2 Typical Sections 4.0 8.0 12.0 3 Opinion of Cost 16.0 16.0 4 Technical Memorandum 1.0 8.0 9.0 Subtotal Hours: 9.0 , 40.0 32.0 81.0 Task 4 atormwater Modeling 1 Existing Facility Review 8.0 8.0 2 TDA Delineation 12.0 12.0 3 Design Akematves 12.0 12.0 4 Conceptual Layouts 20.0 20.0 5 Opinion of Cost 8.0 8.0 6 Alternatives Analysis 2.0 16.0 18.0 7 Technical Memorandum 1.0 4.0 5.0 Subtotal Hours: 3.0 80.0 83.0 Task 5 Stormwater Facility S41ng 1 Treatment/Detention Sizing 16.0 16.0 2 Feclllty Type /Location Determination 4.0 4.0 3 Technical memorandum 1.0 4.0 5.0 Subtotal Hours: 1.0 24.0 25.0 Task 6 Stormwater Report 1 Draft Technical Information Report 2.0 16.0 18.0 Subtotal Hours: 2.0 16.0 18.0 Task 7 20% Plans and Opinion of Cost 1 20% Plans 6.0 120.0 180.0 306.0 2 20% Opinion of Cost 2.0 20.0 22.0 Subtotal Hours: 8.0 140.0 180.0 328.0 Task 8 Preliminary Right of Way Analysis 1 Right of Way Lines 16.0 20.0 36.0 Subtotal Hours: 16.0 20.0 36.0 Task 9 Design Report 1 Draft Design Report 2.0 10.0 12.0 2 Final Design Report 2.0 2.0 Subtotal Hours: 2.0 ■ , 12.0 14.0 Total Hours All Tasks: 27.0 348.0 264.0 639.0 2 of 3 12/31/2015 SCJ Alliance Client: City of Federal Way Protect: SW 336th Way /SW 340th Street Corridor Study Job #: P1842.01 File #: 2015- 1229_fee budget_336th -340th corridor study V2.xlsm $80.00 Bob EXHIBIT 131 Consultant Labor Hour Estimate 572.00 Scott 539.00 Josh $35.00 Matt $40.00 $45.00 Miranda Theresa $30.00 Maddle 026.00 Alissa e � e .4111. ▪ .▪ 111. SCJ ALLIANCE Task No. Task Description Principle Associate Pnnciple Project Engineer I Sen Designer Landscape Architect Senior Planner Project Accountant Project Coop) Total Phase 7 - Community and Agency Coordination Task 1 Community and Agency Coordination Open House 6.0 12.0 Subtotal Hours: 6.0 12.0 Total Hours All Tasks: 18.0 18.0 18.0 Total Hours All Phases 4.0 112.0 492.0 388.0 3.0 12.0 16.0 1,027.0 3 of 3 12/31/2015 EXHIBIT DI Consultant Fee Determination SCJ Alliance Client: City of Federal Way Project: SW 336th Way /SW 340th Street Corridor Study Job #: P1842.01 File #: 2015- 1229_fee budget_336th -340th corridor study_V3.xlsm Consultant Fee Determination SCJ ALLIANCE CONSUL. 1.6 SERVICES SALARY COST DlsciDline liours Eats Amount Principle 4.0 $80.00 $320.00 Associate Principle 112.0 $72.00 $8,064.00 Project Engineer 1 492.0 $39.00 $19,188.00 Senior Designer 388.0 $35.00 $13,580.00 Landscape Architect 0.0 $40.00 $0.00 Senior Planner 3.0 $45.00 $135.00 Project Accountant 12.0 $30.00 $360.00 Project Coord I 16.0 $26.00 $416.00 0 0.0 $0.00 $0.00 OVERHEAD FIXED FEE TOTAL SALARY COST SUBCONSULTANTS REIMBURSABLES Subtotal: 1,027.0 Overhead Rate: Fixed Fee Rate: 165.37% Direct Salary Cost: $42,063 30.00% Direct Salary Cost: $42,063 Total Salary Cost $42,063 Overhead Cost $69,560 Fixed Fee Cost $12,619 Total Salary Cost $124,241 Phase 3 Mapping MTN2COAST $44,725 Phase 5 Traffic Analysis Report DKS $33,757 Subconsultant Fee $78,482 Subconsultant Markup: 0% $0 Total Subconsultants $78,482 Copies, Reproductions, etc: 1.0% of Total Salary Cost $421 Mileage: 1,500 miles at $0.575 $863 SUBTOTAL (SALARY, SUBCONSULTANTS AND EXPENSES) MANAGEMENT RESERVE FUND (MRF) Total Expenses: $1,283 Subtotal (Salary, Subconsultants and Expenses) $204,007 Management Reserve $6,000 Total Estimated Budget: $210,007 12/31/2015 Page 1 EXHIBIT D2 Specific Rates of Pay - Fee Schedule SCJ Alliance Client: Clty of Federal Way Project: SW 336th Way /SW 340th Street Corridor Study Job #: P1842.01 June 25, 2015 Actuals Not To Exceed Billing Rate Table (ANTE) SCJ ALLIANCE CONSULTING SCRVICCV Job Classifications Direct labor Overhead Fee Total Hourly Rate Ranges 165.37% 30.00% BRBng;Rates NTE NTE NTE NTE Principal Engineer Principal Planner Principal Landscape Architect Associate Principal Senior Consultant Senior Project Manager Project Manager Project Engineer 11 Project Engineer! Senior Designer Design Engineer Landscape Architect Landscape Designer Senior Planner Planner Sr. Transportation Planner Transportation Planner Traffic Analyst Environmental Scientist Environmental Planner Engineering Tech!! Project Coordinator 11 Project Coordinator 1 Administrative Assistant Project Accountant Information Technology Manag, Information Technology Special Senior Marketing Coordinator Communications Director 590.00 5148.83 527.00 5265.83 581.00 5133.95 524.30 5239.25 555.00 590.95 516.50 5162.45 572.00 5119.07 521.60 $212.67 571.00 5117.41 521.30 5209.71 $67.75 5112.04 $20.33 5200.11 $49.50 581.86 514.85 5146.21 544.00 $72.76 513.20 5129.96 539.00 $64.49 $11.70 5115.19 539.00 $64.49 $11.70 5115.19 532.50 553.75 59.75 596.00 $42.00 569.46 512.60 5124.06 530.00 $49.61 59.00 588.61 $49.00 $81.03 $14.70 5144.73 539.00 $64.49 511.70 5115.19 549.50 581.86 $14.85 $146.21 539.00 $64.49 $11.70 5115.19 536.00 559.53 510.80 5106.33 549.00 $81.03 514.70 5144.73 538.00 $62.84 511.40 5112.24 529.00 $47.96 58.70 $85.66 $33.00 554.57 $9.90 $97.47 526.00 543.00 57.80 576.80 520.00 $33.07 56.00 559.07 553.50 $88.47 516.05 5158.02 542.00 $69.46 512.60 5124.06 537.00 561.19 511.10 5109.29 535.00 $57.88 510.50 5103.38 $45.00 $74.42 $13.50 5132.92 Invoiced hourly billing rates may be less than the rate shown per job classification, but may not exceed the NTE rate. Exhibit E Sub - consultant Cost Computations Refer to section VI "Sub- Contracting" of this AGREEMENT. MTN2COAST - Mapping DKS Associates - Traffic Analysis Agreement Number: N/A WSDOT Form 140 -089 EF Exhibit E aavicod 111/211/9nld Page 1 of 1 Exhibit E -11 Subconsultant Fee Determination - Summary Sheet (Mandatory when Subconsultants are utilized) Project: SW 336th Way and SW 340th Street Sub Consultant: MTN2COAST, LLC Direct Salary Cost (DSC): Classification Man Hours Rate = Cost Senior Land Surveyor 76 X 48.07 3,653.32 Land Surveyor 128 X 38.46 4,922.88 Senior Survey Technician 176 X 37.50 6,600.00 Survey Technician 168 X 18.00 3,024.00 X X X X X X X X X X X Total DSC = 18,200.20 Overhead (OH Cost -- including Salary Additives): OH Rate x DSC of 110.00% x 18,200.20 = 20,020.22 Fixed Fee (FF): FF Rate x DSC of 30.00% x 18,200.20 = 5,460.06 Reimbursables: Mileage = 863.00 Locator Service = Shipping and Report Production = 182.00 SubConsultant Total = 44,724.98 Grand Total = Prepared By: Blair Prigge Date: 12/31/2015 DOT Form 140 -089 EF Exhibit G -1 Revised 01/09 20151229 Exhibit E -1 M2C FW 336th (1).xlsx Printed 12/31/2015 Exhibit E -2k Subconsultant Fee Determination - Summary Sheet (Specific Rates of Pay) Fee Schedule Subconsultant MTN2COAST, LLC Discipline or Job Title Hourly Rate Overhead @ 110.00% Profit @ 30.0 % Rate Per Hour Senior Land Surveyor $50.00 $55.00 $15.00 $120.00 Land Surveyor $40.00 $44.00 $12.00 $96.00 Senior Survey Technician $37.50 $41.25 $11.25 $90.00 Sruvey Technician $20.00 $22.00 $6.00 $48.00 DOT 140 -089 EF Exhibit E -2 8/07 20151216 Exhibit E -2 M2C FW 336th (2).xlsx Printed 12/31/2015 EXHIBIT Ell Consultant Fee Determination SCJ Alliance Client: City of Federal Way Project: SW 336th Way /SW 340th Street Corridor Study Job #: P1842.01 File #: P1842.01 336th -340th Fee EstimateDKSrev3.xlsm Consultant Fee Determination SALARY COST Discipline HQ= Principal 2.0 Senior Project Manager 35.0 Project Engineer 56.0 Associate Engineer 69.0 Asst Trans Engineer 116.0 admin assistant 0.0 office assistant 6.0 OVERHEAD FIXED FEE TOTAL SALARY COST REIMBURSABLES Subtotal: 284.0 Overhead Rate: Fixed Fee Rate: Direct Salary Cost: $10,803 Direct Salary Cost: $10,803 Copies, Reproductions, etc: �' of Total Salary Cost Mileage: SUBTOTAL (SALARY, SUBCONSULTANTS AND EXPENSES) miles at Subtotal (Salary, Subconsultants and Expenses) DKS Amount $133 $2,063 $2,577 $2,458 $3,438 $0 $134 Total Salary Cost $10,803 Overhead Cost $19,513 Fixed Fee Cost $3,241 Total Salary Cost $33,557 Total Expenses: $108 $92 $200 $33,757 Total Estimated Bud . et: 33 757 12/31/2015 Page 1 EXHIBIT E21 Specific Rates of Pay - Fee Schedule SCJ Alliance Client: City of Federal Way Project: SW 336th Way /SW 340th Street Corridor Study Job #: Actuals Not To Exceed Billing Rate Table (ANTE) DKS Invoiced hourly billing rates may be less than the rate shown per job classification, but may not exceed the NTE rate. Job Classifications Direct Labor Rate Ranges NTE Overhead 180.62% NTE Fee 30.00% NTE Total Hourly Biqa Rates NTE Principal Engineer 570.00 5126.43 $21.00 $217.43 Senior Project Manager 560.00 5108.37 $18.00 5186.37 Project Engineer $46.50 583.99 $13.95 5144.44 Associate Engineer 536.00 $65.02 $10.80 $111.82 Assistant Transportation Engineer $30.00 554.19 59.00 $93.19 Admin Assistant $28.00 550.57 58.40 $86.97 Office Assistant 523.00 $41.54 $6.90 571.44 Invoiced hourly billing rates may be less than the rate shown per job classification, but may not exceed the NTE rate. Exhibit F Title VI Assurances During the performance of this AGREEMENT, the CONSULTANT, for itself, its assignees, and successors in interest agrees as follows: 1. Compliance with Regulations: The CONSULTANT shall comply with the Regulations relative to non- discrimination in federally assisted programs of the AGENCY, Title 49, Code of Federal Regulations, Part 21, as they may be amended from time to time (hereinafter referred to as the "REGULATIONS "), which are herein incorporated by reference and made a part of this AGREEMENT. 2. Non - discrimination: The CONSULTANT, with regard to the work performed during this AGREEMENT, shall not discriminate on the grounds of race, color, sex, or national origin in the selection and retention of sub - consultants, including procurement of materials and leases of equipment. The CONSULTANT shall not participate either directly or indirectly in the discrimination prohibited by Section 21.5 of the REGULATIONS, including employment practices when this AGREEMENT covers a program set forth in Appendix B of the REGULATIONS. 3. Solicitations for Sub - consultants, Including Procurement of Materials and Equipment: In all solicitations either by competitive bidding or negotiations made by the CONSULTANT for work to be performed under a sub - contract, including procurement of materials or leases of equipment, each potential sub - consultant or supplier shall be notified by the CONSULTANT of the CONSULTANT's obligations under this AGREEMENT and the REGULATIONS relative to non - discrimination on the grounds of race, color, sex, or national origin. 4. Information and Reports: The CONSULTANT shall provide all information and reports required by the REGULATIONS or directives issued pursuant thereto, and shall permit access to its books, records, accounts, other sources of information, and its facilities as may be determined by the AGENCY, the STATE, or the Federal Highway Administration (FHWA) to be pertinent to ascertain compliance with such REGULATIONS, orders and instructions. Where any information required of a CONSULTANT is in the exclusive possession of another who fails or refuses to furnish this information, the CONSULTANT shall so certify to the AGENCY, the STATE, or the FHWA as appropriate, and shall set forth what efforts it has made to obtain the information. 5. Sanctions for Non - compliance: In the event of the CONSULTANT's non - compliance with the non- discrimination provisions of this AGREEMENT, the AGENCY shall impose such AGREEMENT sanctions as it, the STATE, or the FHWA may determine to be appropriate, including, but not limited to: • Withholding of payments to the CONSULTANT under this AGREEMENT until the CONSULTANT complies, and/or; • Cancellation, termination, or suspension of this AGREEMENT, in whole or in part. 6. Incorporation of Provisions: The CONSULTANT shall include the provisions of paragraphs (1) through (5) in every subcontract, including procurement of materials and leases of equipment, unless exempt by the REGULATIONS, or directives issued pursuant thereto. The CONSULTANT shall take such action with respect to any sub - consultant or procurement as the STATE, the AGENCY, or FHWA may direct as a means of enforcing such provisions including sanctions for non - compliance. Provided, however, that in the event a CONSULTANT becomes involved in, or is threatened with, litigation with a sub - consultant or supplier as a result of such direction, the CONSULTANT may request the AGENCY enter into such litigation to protect the interests of the STATE and/or the AGENCY and, in addition, the CONSULTANT may request the United States enter into such litigation to protect the interests of the United States. Agreement Number: N/A WSDOT Form 140 -089 EF Exhibit F aovi¢orl 1ni2ni9nhn Page 1 of 1 Exhibit G Certification Documents Exhibit G- 1 (a) Exhibit G -1(b) Exhibit G -2 Certification of Consultant Certification of City of Federal Way Certification Regarding Debarment, Suspension and Other Responsibility Matters - Primary Covered Transactions Exhibit G -3 Certification Regarding the Restrictions of the Use of Federal Funds for Lobbying N/A Agreement Number: N/A WSDOT Form 140 -089 EF Exhibit G Rol/icor, 1f► /ZA /9/Hd Page 1 of 1 Exhibit G -1(a) Certification of Consultant I hereby certify that I am the and duly authorized representative of the firm of Shea, Carr & Jewell, Inc. whose address is 8730 Tallon Lane NE, Suite 200, Lacey, WA 98516 and that neither the above firm nor I have: a) Employed or retained for a commission, percentage, brokerage, contingent fee, or other consideration, any firm or person (other than a bona fide employee working solely for me or the above CONSULTANT) to solicit or secure this AGREEMENT; b) Agreed, as an express or implied condition for obtaining this contract, to employ or retain the services of any firm or person in connection with carrying out this AGREEMENT; or c) Paid, or agreed to pay, to any firm, organization or person (other than a bona fide employee working solely for me or the above CONSULTANT) any fee, contribution, donation, or consideration of any kind for, or in connection with, procuring or carrying out this AGREEMENT; except as hereby expressly stated (if any); I acknowledge that this certificate is to be furnished to the Washington State Department of Transportation and the Federal Highway Administration, U.S. Department of Transportation in connection with this AGREEMENT involving participation of Federal -aid highway funds, and is subject to applicable State and Federal laws, both criminal and civil. Shea, Carr & Jewell, Inc. (dba SCJ Alliance) Consultant (Firm Name) December 31, 2015 Signature (Authorized Officio Consultant) Date Agreement Number: N/A WSDOT Form 140 -089 EF Exhibit G Rot/icorl 111/111/91)1A Page 1 of 1 Exhibit G -1(b) Certification of City of Federal Way I hereby certify that I am the: Mor ❑ Other of the City of Federal Way , and Shea, Carr & Jewell, Inc. or its representative has not been required, directly or indirectly as an express or implied condition in connection with obtaining or carrying out this AGREEMENT to: a) Employ or retain, or agree to employ to retain, any firm or person; or b) Pay, or agree to pay, to any firm, person, or organization, any fee, contribution, donation, or consideration of any kind; except as hereby expressly stated (if any): I acknowledge that this certificate is to be furnished to the Washington State Department of Transportation and the Federal Highway Administration, U.S. Department of Transportation, in connection with this AGREEMENT involving participation of Federal -aid highway funds, and is subject to applicable State and Federal laws, both criminal and civil. Signature Date Agreement Number: N/A WSDOT Form 140 -089 EF Exhibit G Rovicar! 1f t2f /9f11d Page 1 of 1 Exhibit G -2 Certification Regarding Debarment, Suspension and Other Responsibility Matters - Primary Covered Transactions I. The prospective primary participant certifies to the best of its knowledge and belief, that it and its principals: A. Are not presently debarred, suspended, proposed for debarment, declared ineligible, or voluntarily excluded from covered transactions by any Federal department or agency; B. Have not within a three (3) year period preceding this proposal been convicted of or had a civil judgment rendered against them for commission of fraud or a criminal offense in connection with obtaining, attempting to obtain, or performing a public (Federal, State, or local) transaction or contract under a public transaction; violation of Federal or State anti -trust statues or commission of embezzlement, theft, forgery, bribery, falsification or destruction of records, making false statements, or receiving stolen property; C. Are not presently indicted for or otherwise criminally or civilly charged by a governmental entity (Federal, State, or local) with commission of any of the offenses enumerated in paragraph (1)(b) of this certification; and D. Have not within a three (3) year period preceding this application / proposal had one or more public transactions (Federal, State and local) terminated for cause or default. II. Where the prospective primary participant is unable to certify to any of the statements in this certification, such prospective participant shall attach an explanation to this proposal. Shea, Carr & Jewell, Inc. Consultant (Firm Name) December 31, 2015 Signature (Authorized Official nsultant) Date Agreement Number: N/A WSDOT Form 140 -089 EF Exhibit G Ruviccrl 111/211/201.1 Page 1 of 1 Exhibit G -3 Certification Regarding the Restrictions of the Use of Federal Funds for Lobbying The prospective participant certifies, by signing and submitting this bid or proposal, to the best of his or her knowledge and belief, that: 1. No Federal appropriated funds have been paid or will be paid, by or on behalf of the undersigned, to any person for influencing or attempting to influence an officer or employee of any Federal agency, a Member of Congress, an officer or employee of Congress, or any employee of a Member of Congress in connection with the awarding of any Federal contract, the making of any Federal grant, the making of any Federal loan, the entering into of any cooperative AGREEMENT, and the extension, continuation, renewal, amendment, or modification of Federal contract, grant, loan or cooperative AGREEMENT. 2. If any funds other than Federal appropriated funds have been paid or will be paid to any person for influencing or attempting to influence an officer or employee of any Federal agency, a Member of Congress, an officer or employee of Congress, or an employee of a Member of Congress in connection with this Federal contract, grant, loan or cooperative AGREEMENT, the undersigned shall complete and submit Standard Form - LLL, "Disclosure Form to Report Lobbying," in accordance with its instructions. This certification is a material representation of fact upon which reliance was placed when this transaction was made or entered into. Submission of this certification is a prerequisite for making or entering into this transaction imposed by Section 1352, Title 31, U.S. Code. Any person who fails to file the required certification shall be subject to a civil penalty of not less than $10,000.00, and not more than $100,000.00, for each such failure. The prospective participant also agrees by submitting his or her bid or proposal that he or she shall require that the language of this certification be included in all lower tier sub - contracts, which exceed $100,000, and that all such sub - recipients shall certify and disclose accordingly. Shea, Carr & Jewell, Inc. Consultant (Firm Name) December 31, 2015 Signature (Authorized Official of Con nt) Date Agreement Number: N/A WSDOT Form 140 -089 EF Exhibit G Rav➢cad lnizni9nle Page 1 of 1 Exhibit I Alleged Consultant Design Error Procedures The purpose of this exhibit is to establish a procedure to determine if a consultant's alleged design error is of a nature that exceeds the accepted standard of care. In addition, it will establish a uniform method for the resolution and/or cost recovery procedures in those instances where the agency believes it has suffered some material damage due to the alleged error by the consultant. Step 1 Potential Consultant Design Error(s) is Identified by Agency's Project Manager At the first indication of potential consultant design error(s), the first step in the process is for the Agency's project manager to notify the Director of Public Works or Agency Engineer regarding the potential design error(s). For federally funded projects, the Region Local Programs Engineer should be informed and involved in these procedures. (Note: The Director of Public Works or Agency Engineer may appoint an agency staff person other than the project manager, who has not been as directly involved in the project, to be responsible for the remaining steps in these procedures.) Step 2 Project Manager Documents the Alleged Consultant Design Error(s) After discussion of the alleged design error(s) and the magnitude of the alleged error(s), and with the Director of Public Works or Agency Engineer's concurrence, the project manager obtains more detailed documentation than is normally required on the project. Examples include: all decisions and descriptions of work; photographs, records of labor, materials and equipment. Step 3 Contact the Consultant Regarding the Alleged Design Error(s) If it is determined that there is a need to proceed further, the next step in the process is for the project manager to contact the consultant regarding the alleged design error(s) and the magnitude of the alleged error(s). The project manager and other appropriate agency staff should represent the agency and the consultant should be represented by their project manager and any personnel (including sub - consultants) deemed appropriate for the alleged design error(s) issue. Step 4 Attempt to Resolve Alleged Design Error with Consultant After the meeting(s) with the consultant have been completed regarding the consultant's alleged design error(s), there are three possible scenarios: • It is determined via mutual agreement that there is not a consultant design error(s). If this is the case, then the process will not proceed beyond this point. • It is determined via mutual agreement that a consultant design error(s) occurred. If this is the case, then the Director of Public Works or Agency Engineer, or their representatives, negotiate a settlement with the consultant. The settlement would be paid to the agency or the amount would be reduced from the consultant's agreement with the agency for the services on the project in which the design error took place. The agency is to provide LP, through the Region Local Programs Engineer, a summary of the settlement for review and to make adjustments, if any, as to how the settlement affects federal reimbursements. No further action is required. • There is not a mutual agreement regarding the alleged consultant design error(s). The consultant may request that the alleged design error(s) issue be forwarded to the Director of Public Works or Agency Engineer for review. If the Director of Public Works or Agency Engineer, after review with their legal counsel, is not able to reach mutual agreement with the consultant, proceed to Step 5. Agreement Number: N/A WSDOT Form 140 -089 EF Exhibit 1 Rovicorl 111/111/2111.1 Page 1 of 2 Step 5 Forward Documents to Local Programs For federally funded projects all available information, including costs, should be forwarded through the Region Local Programs Engineer to LP for their review and consultation with the FHWA. LP will meet with representatives of the agency and the consultant to review the alleged design error(s), and attempt to find a resolution to the issue. If necessary, LP will request assistance from the Attorney General's Office for legal interpretation. LP will also identify how the alleged error(s) affects eligibility of project costs for federal reimbursement. • If mutual agreement is reached, the agency and consultant adjust the scope of work and costs to reflect the agreed upon resolution. LP, in consultation with FHWA, will identify the amount of federal participation in the agreed upon resolution of the issue. • If mutual agreement is not reached, the agency and consultant may seek settlement by arbitration or by litigation. Agreement Number: N/A WSDOT Form 140 -089 EF Exhibit 1 P uicorl1nisni9n1a Page 2 of 2 Exhibit J Consultant Claim Procedures The purpose of this exhibit is to describe a procedure regarding claim(s) on a consultant agreement. The following procedures should only be utilized on consultant claims greater than $1,000. If the consultant's claim(s) are a total of $1,000 or less, it would not be cost effective to proceed through the outlined steps. It is suggested that the Director of Public Works or Agency Engineer negotiate a fair and reasonable price for the consultant's claim(s) that total $1,000 or less. This exhibit will outline the procedures to be followed by the consultant and the agency to consider a potential claim by the consultant. Step 1 Consultant Files a Claim with the Agency Project Manager If the consultant determines that they were requested to perform additional services that were outside of the agreement's scope of work, they may be entitled to a claim. The first step that must be completed is the request for consideration of the claim to the Agency's project manager. The consultant's claim must outline the following: • Summation of hours by classification for each firm that is included in the claim; • Any correspondence that directed the consultant to perform the additional work; • Timeframe of the additional work that was outside of the project scope; • Summary of direct labor dollars, overhead costs, profit and reimbursable costs associated with the additional work; and • Explanation as to why the consultant believes the additional work was outside of the agreement scope of work. Step 2 Review by Agency Personnel Regarding the Consultant's Claim for Additional Compensation After the consultant has completed step 1, the next step in the process is to forward the request to the Agency's project manager. The project manager will review the consultant's claim and will met with the Director of Public Works or Agency Engineer to determine if the Agency agrees with the claim. If the FHWA is participating in the project's funding, forward a copy of the consultant's claim and the Agency's recommendation for federal participation in the claim to the WSDOT Local Programs through the Region Local Programs Engineer. If the claim is not eligible for federal participation, payment will need to be from agency funds. If the Agency project manager, Director of Public Works or Agency Engineer, WSDOT Local Programs (if applicable), and FHWA (if applicable) agree with the consultant's claim, send a request memo, including backup documentation to the consultant to either supplement the agreement, or create a new agreement for the claim. After the request has been approved, the Agency shall write the supplement and/or new agreement and pay the consultant the amount of the claim. Inform the consultant that the final payment for the agreement is subject to audit. No further action in needed regarding the claim procedures. If the Agency does not agree with the consultant's claim, proceed to step 3 of the procedures. Agreement Number: N/A WSDOT Form 140 -089 EF Exhibit J Rovicorl lnilfPXn1e Page 1 of 2 Step 3 Preparation of Support Documentation Regarding Consultant's Claim(s) If the Agency does not agree with the consultant's claim, the project manager shall prepare a summary for the Director of Public Works or Agency Engineer that included the following: • Copy of information supplied by the consultant regarding the claim; • Agency's summation of hours by classification for each firm that should be included in the claim; • Any correspondence that directed the consultant to perform the additional work; • Agency's summary of direct labor dollars, overhead costs, profit and reimbursable costs associated with the additional work; • Explanation regarding those areas in which the Agency does /does not agree with the consultant's claim(s); • Explanation to describe what has been instituted to preclude future consultant claim(s); and • Recommendations to resolve the claim. Step 4 Director of Public Works or Agency Engineer Reviews Consultant Claim and Agency Documentation The Director of Public Works or Agency Engineer shall review and administratively approve or disapprove the claim, or portions thereof, which may include getting Agency Council or Commission approval (as appropriate to agency dispute resolution procedures). If the project involves federal participation, obtain concurrence from WSDOT Local Programs and FHWA regarding final settlement of the claim. If the claim is not eligible for federal participation, payment will need to be from agency funds. Step 5 Informing Consultant of Decision Regarding the Claim The Director of Public Works or Agency Engineer shall notify (in writing) the consultant of their final decision regarding the consultant's claim(s). Include the final dollar amount of the accepted claim(s) and rationale utilized for the decision. Step 6 Preparation of Supplement or New Agreement for the Consultant's Claim(s) The agency shall write the supplement and/or new agreement and pay the consultant the amount of the claim. Inform the consultant that the final payment for the agreement is subject to audit. Agreement Number: N/A WSDOT Form 140 -089 EF Exhibit J Rot/icod 11)/211/9111A Page 2 of 2 Client#: 116497 SHEACARR ACORDTM CERTIFICATE OF LIABILITY INSURANCE DATE(MM /DDrYYY) 2/08/2016 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 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 Propel Insurance Olympia Commercial Insurance . P.O. Box 2007 Olympia, WA 98507 CONTACT Sandy Kulseth (acO °,, "N , Ext): 360.252.2368 FAX (A/C, No): 866.577,1326 E-MAIL ADDRESS: sandy .kulseth @propelinsurance.com INSURER(S) AFFORDING COVERAGE NAIC # INSURER A : American Casualty Co of Reading 20427 INSURED Shea,Carr & Jewell Inc dba SCJ Alliance 8730 Tailon Lane NE, Suite 200 Lacey, WA 98516 INSURER B : Continental Casualty Company 20443 INSURER C : Beazley Insurance Company, Inc. 37540 INSURER D : Continental Insurance Company 35289 INSURER E : PERSONAL & ADV INJURY INSURER F : CERTIFICATE NUMBER: REVISION NUMBER: THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. LTR A TYPE OF INSURANCE GENERAL LIABILITY X� COMMERCIAL GENERAL LIABILITY NSRL Y wvD Y POLICY NUMBER 2090667295 fMM /DD /YYYYYt1MM 06/15/2015 /DDY/YEYYYL 06/15/2016 LIMITS EACH OCCURRENCE $ 2,000,000 PREMISES (Ea occcu ence) $ 300,000 $10,000 CLAIMS -MADE X OCCUR MED EXP (Any one person) PERSONAL & ADV INJURY $ 2,000,000 GENERAL AGGREGATE $4,000,000 GEN'L AGGREGATE POLICY X LIMIT APPLIES PROT- PER: LOC PRODUCTS - COMP /OP AGG $4,000,000 $ D AUTOMOBILE X X LIABILITY ANY AUTO ALL OWNED AUTOS HIRED AUTOS X SCHEDULED AUTOS NON -OWNED AUTOS Y Y 4012152794 06/ 15/ 2015 06/15/2016 Wa Ma cccidentSiNGLELlMIT $1,000,000 BODILY INJURY (Per person) $ BODILY INJURY (Per accident) ( ) $ PROPERTY DAMAGE (Per accident) $ $ B X UMBRELLA LIAB EXCESS LIAB X OCCUR CLAIMS -MADE Y Y 4016829451 06/15/2015 06/15/2016 EACH OCCURRENCE $3,000,000 AGGREGATE $3,000,000 $ DED RETENT ON $ A WORKERS COMPENSATION AND EMPLOYERS' LIABILITY Y / N OFFICERIMEMBER EXCLUDED, ECUTIVEF- (Mandatory in NH) If yes, describe under DESCRIPTION OF OPERATIONS below N / A WA State Fund 2090667295 (WA Stop Gap NA 06/15/2015 NA 06/15/2016 X E.L. TO TO RSTY LIMITATU- S i EACH ACCIDENT OTH- ER $1,000,000 E.L. DISEASE - EA EMPLOYEE $1,000,000 $1,000,000 E.L. DISEASE - POLICY LIMIT C Professional Liability V10BC2150601 06/17/2015 06/17/2016 Limit:$1,000,000 Aggregate:$2,000,000 Deductible: $60,000 DESCRIPTION OF OPERATIONS / LOCATIONS/ VEHICLES (Attach ACORD 101, Additional Remarks Schedule, if more space is required) re:P1842.01 SW 336th Way /SW340th Street Corridor Study CERTIFICATE HOLDER CANCELLATION City of Federal Way 33325 8th Avenue S Federal Way, WA 98003 SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. AUTHORIZED REPRESENTATIVE Signature not on file. © 1988-2010 ACORD CORPORATION. All rights reserved. ACORD 25 (2010/05) 1 of 1 The ACORD name and logo are registered marks of ACORD #S2062772/M1762898 SJKOO This page has been left blank intentionally. CNA SB- 146932 -E (Ed. 06/11) THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. BLANKET ADDITIONAL INSURED - LIABILITY EXTENSION This endorsement modifies insurance provided under the following: BUSINESSOWNERS LIABILITY COVERAGE FORM Coverage afforded under this extension of coverage endorsement does not apply to any person or organization covered as an additional insured on any other endorsement now or hereafter attached to this Policy. 1. ADDITIONAL INSURED — BLANKET VENDORS WHO IS AN INSURED is amended to include as an additional insured any person or organization (referred to below as vendor) with whom you agreed, because of a written contract or agreement to provide insurance, but only with respect to "bodily injury" or "property damage" arising out of "your products" which are distributed or sold in the regular course of the vendor's business, subject to the following additional exclusions: 1. The insurance afforded the vendor does not apply to: a. "Bodily injury" or "property damage" for which the vendor is obligated to pay damages by reason of the assumption of liability in a contract or agreement. This exclusion does not apply to liability for damages that the vendor would have in the absence of the contract or agreement; b. Any express warranty unauthorized by you; c. Any physical or chemical change in the product made intentionally by the vendor; d. Repackaging, except when unpacked solely for the purpose of inspection, demonstration, testing, or the substitution of parts under instructions from the manufacturer, and then repackaged in the original container; e. Any failure to make such inspections, adjustments, tests or servicing as the vendor has agreed to make or normally undertakes to make in the usual course of business, in connection with the distribution or sale of the products; f. Demonstration, installation, servicing or repair operations, except such operations performed at the vendor's premises in connection with the sale of the product; Products which, after distribution or sale by you, have been labeled or relabeled or used as a container, part or ingredient of any other thing or substance by or for the vendor; or g. SB- 146932 -E (Ed. 06/11) h. "Bodily injury" or "property damage" arising out of the sole negligence of the vendor for its own acts or omission or those of its employees or anyone else acting on its behalf. However, this exclusion does not apply to: (1) The exceptions contained in Subparagraphs d. or f.; or (2) Such inspections, adjustments, tests or servicing as the vendor has agreed to make or normally undertakes to make in the usual course of business, in connection with the distribution or sale of the products. 2. This insurance does not apply to any insured person or organization, from whom you have acquired such products, or any ingredient, part or container, entering into, accompanying or containing such. products. 3. This provision 2. does not apply to any vendor included as an insured by an endorsement issued by us and made a part of this Policy. 4. This provision 2. does not apply if "bodily injury" or "property damage" included within the "products- completed operations hazard" is excluded either by the provisions of the Policy or by endorsement. 2. MISCELLANEOUS ADDITIONAL INSUREDS WHO IS AN INSURED is amended to include as an insured any person or organization (called additional insured) described in paragraphs 2.a. through 2.h. below whom you are required to add as an additional insured on this policy under a written contract or agreement but the written contract or agreement must be: 1. Currently in effect or becoming effective during the term of this policy; and 2. Executed prior to the "bodily injury," "property damage" or "personal and advertising injury," but Only the following persons or organizations are additional insureds under this endorsement and coverage provided to such additional insureds is limited as provided herein: Page 1 of 5 CNA a. Additional Insured — Your Work That person' or organization for whom you do work is an additional insured solely for liability due to your negligence specifically resulting from your work for the additional insured which is the subject of the written contract or written agreement. No coverage applies to liability resulting from the sole negligence of the additional insured. The insurance provided to the additional insured is limited as follows: (1) The Limits of Insurance applicable to the additional insured are those specified in the written contract or written agreement or in the Declarations of this policy, whichever is less. These Limits of Insurance are inclusive of, and not in addition to, the Limits of Insurance shown in the Declarations. (2) The coverage provided to the additional insured by this endorsement and paragraph F.9. of the definition of "insured contract" under Liability and Medical Expenses Definitions do not apply • to "bodily injury" or "property damage" arising out of the "products- completed operations hazard" unless required by the written contract or written agreement. (3) The insurance provided to the additional insured does not apply to "bodily injury," "property damage," or "personal and advertising injury" arising out of the rendering or failure to render any professional services. b. State or Political Subdivisions A state or political subdivision subject to the following provisions: (1) This insurance applies only with respect to the following hazards for which the state or political subdivision has issued a permit in connection with premises you own, rent, or control and to which this insurance applies: (a) The existence, maintenance, repair, construction, erection, or removal of advertising signs, awnings, canopies, cellar entrances, coal holes, driveways, manholes, marquees, hoistaway openings, sidewalk vaults, street banners, or decorations and similar exposures; or SB- 146932 -E (Ed. 06/11) SB- 146932 -E (Ed. 06/11) (b) The construction, erection, or removal of elevators; or (2) This insurance applies only with respect to operations performed by you or on your behalf for which the state or political subdivision has issued a permit. This insurance does not apply to "bodily injury," "property damage" or "personal and advertising injury" arising out of operations performed for the state or municipality. c. Controlling Interest Any persons or organizations with a controlling interest in you but only with respect to their liability arising out of: (1) Their financial control of you; or (2) Premises they own, maintain or control while you lease or occupy these premises. This insurance does not apply to structural alterations, new construction and demolition operations performed by or for such additional insured. d. Managers or Lessors of Premises A manager or lessor of premises but only with respect to liability arising out of the ownership, maintenance or use of that specific part of the premises leased to you and subject to the following additional exclusions: This insurance does not apply to: (1) Any "occurrence" which takes place after you cease to be a tenant in that premises; or (2) Structural alterations, new construction or demolition operations performed by or on behalf of such additional insured. e. Mortgagee, Assignee or Receiver A mortgagee, assignee or receiver but only with respect to their liability as mortgagee, assignee, or receiver and arising out of the ownership, maintenance, or use of a premises by you. This insurance does not apply to structural alterations, new construction or demolition operations performed by or for such additional insured. f. Owners /Other Interests — Land is Leased An owner or other interest from whom land has been leased by you but only with respect to liability arising out of the ownership, maintenance or use of that Page 2of5 CNA g. specific part of the land leased to you and subject to the following additional exclusions: This insurance does not apply to: (1) Any "occurrence" which takes place after you cease to lease that land; or (2) Structural alterations, new construction or demolition operations performed by or on behalf of such additional insured. Co -owner of insured Premises A co -owner of a premises co -owned by you and covered under this insurance but only with respect to the co- owners liability as co- owner of such premises. h. Lessor of Equipment Any person or organization from whom you lease equipment. Such person or organization are insureds only with respect to their liability arising out of the maintenance, operation or use by you of equipment leased to you by such person or organization. A person's or organization's status as an insured under this endorsement ends when their written contract or agreement with you for such leased equipment ends. With respect to the insurance afforded these additional insureds, the following additional exclusions apply: This insurance does not apply: (1) To any "occurrence" which takes place after the equipment lease expires; or (2) To "bodily injury," "property damage" or "personal and advertising injury" arising out of the sole negligence of such additional insured. Any insurance provided to an additional insured designated under paragraphs b. through h. above does not apply to "bodily injury" or "property damage" included within the "products- completed operations hazard." 3. The following is added to Paragraph H. of the BUSINESSOWNERS COMMON POLICY CONDITIONS: H. Other Insurance 4. This insurance is excess over any other insurance naming the additional insured as an insured whether primary, excess, contingent or on any other basis unless SB- 146932 -E (Ed. 06/11) SB- 146932 -E (Ed. 06/11) a written contract or written agreement specifically requires that this insurance be either primary or primary and noncontributing. 4. LEGAL LIABILITY — DAMAGE TO PREMISES A. Under B. Exclusions, 1. Applicable to Business Liability Coverage, Exclusion k. Damage To Property, is replaced by the following: k. Damage To Property "Property damage" to: 1. Property you own, rent or occupy, including any costs or expenses incurred by you, or any other person, organization or entity, for repair, replacement, enhancement, restoration or maintenance of such property for any reason, including prevention of injury to a person or damage to another's property; 2. Premises you sell, give away or abandon, if the "property damage" arises out of any part of those premises; 3. Property loaned to you; 4. Personal property in the care, custody or control of the insured; 5. That particular part of any real property on which you or any contractors or subcontractors working directly or indirectly in your behalf are performing operations, if the "property damage" arises out of those operations; or 6. That particular part of any property that must be restored, repaired or replaced because "your work" was incorrectly performed on it. Paragraph 2 of this exclusion does not apply if the premises are "your work" and were never occupied, rented or held for rental by you. Paragraphs 1, 3, and 4, of this exclusion do not apply to "property damage" (other than damage by fire or explosion) to premises: (1) rented to you: (2) temporarily occupied by you with the permission of the owner, or (3) to the contents of premises rented to you for a period of 7 or fewer consecutive days. Page 3 of 5 CNA A separate limit of insurance applies to Damage To Premises Rented To You as described in Section D — Liability and Medical Expenses Limits of Insurance. Paragraphs 3, 4, 5, and 6 of this exclusion do not apply to liability assumed under a sidetrack agreement. Paragraph 6 of this exclusion does not apply to "property damage" included in the "products - completed operations hazard." B. Under B. Exclusions, 1. Applicable to Business Liability Coverage, the last paragraph of 2. Exclusions is deleted and replaced by the following: Exclusions c, d, e, f, g, h, I, k, I, m, n, and o, do not apply to damage by fire to premises while rented to you or temporarily occupied by you with permission of the owner or to the contents of premises rented to you for a period of 7 or fewer consecutive days. A separate limit of insurance applies to this coverage as described in Section D. Liability And Medical Expenses Limits Of Insurance. C. The first Paragraph under item 5. Damage To Premises Rented To You Limit of Section D. Liability And Medical Expenses Limits Of Insurance is replaced by the following: The most we will pay under Business Liability for damages because of "property damage" to any one premises, while rented to you, or temporarily occupied by you, with the permission of the owner, including contents of such premises rented to you for a period of 7 or fewer consecutive days, is the Damage to Premises Rented to You limit shown in the Declaration. 5. Blanket Waiver of Subrogation We waive any right of recovery we may have against: a. Any person or organization with whom you have a written contract that requires such a waiver. 6. Broad Knowledge of Occurrence The following items are added to E. Businessowners General , Liability Conditions in the Businessowners Liability Coverage Form: e. Paragraphs a. and b. apply to you or to any additional insured only when such S6- 146932 -E (Ed. 06/11) SB- 146932 -E (Ed. 06/11) "occurrence," offense, claim or "suit" is known to: (1) You or any additional insured that is an individual; (2) Any partner, if you or an additional insured is a partnership; (3) Any manager, if you or an additional insured is a limited liability company; (4) Any "executive officer" or insurance manager, if you or an additional insured is a corporation; (5) Any trustee, if you or an additional insured is a trust; or (6) Any elected or appointed official, if you or an additional insured is a political subdivision or public entity. This paragraph e. applies separately to you and any additional insured. 7. Bodily Injury Section F. Liability and Medlcai Expenses Definitions, item 3. "Bodily injury" is deleted and replaced with the following: "Bodily injury" means bodily injury, sickness or disease sustained by a person, including death, humiliation, shock, mental anguish or mental injury by that person at any time which results as a consequence of the bodily injury, sickness or disease. 8. Expanded Personal and Advertising Injury Definition a. The following is added to Section F. Liability and Medical Expenses Definitions, item 14. Personal and Advertising Injury, in the Businessowners General Liability Coverage Form: h. Discrimination or humiliation that results in injury to the feelings or reputation of a natural person, but only if such discrimination or humiliation is: 1. Not done intentionally by or at the direction of: a. The insured; or b. Any "executive officer," director, stockholder, partner, member or manager (if you are a limited liability company) of the insured; and 2. Not directly or indirectly related to the employment, prospective employment, past employment or termination of Page 4 of 5 CNA employment of any person or person by any insured. b. The following is added to Exclusions, Section B.: (15)Discrimination Relating to Room, Dwelling or Premises Caused by discrimination directly or indirectly related to the sale, rental, lease or sub -lease or prospective sale, rental, lease or sub -lease of any room, dwelling or premises by or at the direction of any insured. (I Wines or Penalties Fines or penalties levied or imposed by a governmental entity because of discrimination. SB- 146932 -E (Ed. 06/11) SB- 146932 -E (Ed. 06/11) c. This provision (Expanded Personal and Advertising Injury) does not apply if Personal and Advertising Injury Liability is excluded either by the provisions of the Policy or by endorsement. 9. Personal and Advertising Injury Re- defined Section F. Liability and Medical Expenses Definitions, item 14, Personal Advertising Injury, Paragraph c. is replaced by the following: c. The wrongful eviction from, wrongful entry into, or invasion of the right of private occupancy of a room dwelling or premises that a person or organization occupies committed by or on behalf of it's owner, landlord or lessor. Page 5 of 5 0 0 4 o 6 w o v, o o vi cd oa ca a. crl H snea,uarr & Jewell Inc doa 5LJ Auiance 2090667295 CNA SB- 146968 -A (Ed. 01/06) IMPORTANT: THIS ENDORSEMENT CONTAINS DUTIES THAT APPLY TO THE ADDITIONAL INSURED IN THE EVENT OF OCCURRENCE, OFFENSE, CLAIM OR SUIT. SEE PARAGRAPH C., OF THIS ENDORSEMENT FOR THESE DUTIES. THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. BLANKET ADDITIONAL INSURED ENDORSEMENT WITH PRODUCTS - COMPLETED OPERATIONS COVERAGE BLANKET WAIVER OF SUBROGATION Architects, Engineers and Surveyors This endorsement modifies insurance provided under the following: BUSINESSOWNERS LIABILITY COVERAGE FORM BUSINESSOWNERS COMMON POLICY CONDITIONS A. WHO IS AN INSURED (Section C.) of the Businessowners Liability Coverage Form is amended to include as an insured any person or organization whom you are required to add as an additional insured on this policy under a written contract or written agreement; but the written contract or written agreement must be: 1. Currently in effect or becoming effective during the term of this policy; and 2. Executed prior to the "bodily injury," "property damage," or "personal and advertising injury." B. The insurance provided to the additional insured is limited as follows: 1. That person or organization is an additional insured solely for liability due to your negligence specifically resulting from "your work" for the additional insured which is the subject of the written contract or written agreement. No coverage applies to liability resulting from the sole negligence of the additional insured. 2. The Limits of Insurance applicable to the additional insured are those specified in the written contract or written agreement or in the Declarations of this policy, whichever is less. These Limits of Insurance are inclusive of, and not in addition to, the Limits of Insurance shown in the Declarations. 3. The coverage provided to the additional insured within this endorsement and section titled LIABILITY AND MEDICAL EXPENSE DEFINITIONS — "Insured Contract" (Section F.9.) within the Businessowners Liability Coverage Form, does not apply to "bodily injury" or "property damage" arising out of the "products- completed operations hazard" unless required by the written contract or written agreement. SB- 146968 -A (Ed. 01/06) C. 4. The insurance provided to the additional insured does not apply to "bodily injury," "property damage," "personal and advertising injury" arising out of an architect's, engineer's, or surveyor's rendering of or failure to render any professional services including: a. The preparing, approving, or failing to prepare or approve maps, shop drawings, opinions, reports, surveys, field orders, change orders or drawings and specifications by any architect, engineer or surveyor performing services on a project of which you serve as construction manager; or b. Inspection, supervision, quality control, engineering or architectural services done by you on a project of which you serve as construction manager. 5. This insurance does not apply to "bodily injury," "property damage," or "personal and advertising injury" arising out of: a. The construction or demolition work while you are acting as a construction or demolition contractor. This exclusion does not apply to work done for or by you at your premises. BUSINESSOWNERS GENERAL LIABILITY CONDITIONS — Duties In The Event of Occurrence, Offense, Claim or Suit (Section E.2.) Of the Businessowners Liability Coverage Form is amended to add the following: An additional insured under this endorsement will as soon as practicable: 1. Give written notice of an occurrence or an offense to us which may result in a claim or "suit" under this insurance; Page 1 of 2 snea,earr 2L Jewell Inc cba SUJ Alliance 2090667295 CNA 2. Tender the defense and indemnity of any claim or "suit" to us for a loss we cover under this Coverage Part; 3. Tender the defense and indemnity of any claim or "suit" to any other insurer which also has insurance for a Toss we cover under this Coverage Part; and 4. Agree to make available any other insurance which the additional insured has for a loss we cover under this Coverage Part. We have no duty to defend or indemnify an additional insured under this endorsement until we receive written notice of a claim or "suit" from the additional insured. D. OTHER INSURANCE (Section H. 2. & 3.) of the Businessowners Common Policy Conditions are deleted and replaced with the following: 2. This insurance is excess over any other insurance naming the additional insured as an insured whether primary, excess, contingent or on any other basis unless a written contract or written agreement specifically requires that this insurance be either primary or primary and noncontributing to the additional insured's own coverage. This insurance is excess over any other insurance to which the additional insured has been added as an additional insured by endorsement. 3. When this insurance is excess, we will have no duty under Coverages A or B to defend the additional insured against any "suit" if any other insurer has a duty to defend the additional SB- 146968 -A (Ed. 01/06) SB- 146968 -A (Ed. 01/06) insured against that "suit" If no other insurer defends, we will undertake to do so, but we will be entitled to the additional insured's rights against all those other insurers. When this insurance is excess over other insurance, we will pay only our share of the amount of the loss, if any, that exceeds the sum of: (a) The total amount that all such other insurance would pay for the loss in the absence of this insurance; and (b) The total of all deductible and self- insured amounts under all that other insurance. We will share the remaining loss, if any, with any other insurance that is not described in this Excess Insurance provision and was not bought specifically to apply in excess of the Limits of Insurance shown in the Declarations of this Coverage Part. E. TRANSFER OF RIGHTS OF RECOVERY AGAINST OTHERS TO US (Section K.2.) of the Businessowners Common Policy Conditions is deleted and replaced with the following: 2. We waive any right of recovery we may have against any person or organization against whom you have agreed to waive such right of recovery in a written contract or agreement 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 within the "products- completed operations hazard." Page 2 of 2 POLICY NUMBER: 4012152794 COMMERCIAL AUTO CA 04 44 03 10 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. WAIVER OF TRANSFER OF RIGHTS OF RECOVERY AGAINST OTHERS TO US (WAIVER OF SUBROGATION) This endorsement modifies insurance provided under the following: BUSINESS AUTO COVERAGE FORM BUSINESS AUTO PHYSICAL DAMAGE COVERAGE FORM GARAGE COVERAGE FORM MOTOR CARRIER COVERAGE FORM TRUCKERS COVERAGE FORM With respect to coverage provided by this endorsement, the provisions of the Coverage Form apply unless modified by the endorsement. This endorsement changes the policy effective on the inception date of the policy unless another date is indicated below. Named Insured: Shea,Carr & Jewell Inc dba SCJ Alliance Endorsement Effective Date: 06/15/2015 SCHEDULE Name(s) Of Person(s) Or Organization(s): Any person or organization as required by written contract Information required to complete this Schedule, if not shown above, will be shown in the Declarations. The Transfer Of Rights Of Recovery Against Others To Us Condition does not apply to the person(s) or organization(s) shown in the Schedule, but only to the extent that subrogation is waived prior to the "accident" or the 'loss" under a contract with that person or organization. CA 04 44 03 10 Copyright, Insurance Services Office, Inc., 2009 Page 1 of 1