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AG 17-145
RETURN TO: PW ADMIN EXT: 2700 ID# 1.2., CITY OF FEDERAL WAY LAW DEPARTMENT ROUTING FORM 1. ORIGINATING DEPT/DIV: PUBLIC WORKS / 5Ti2 Eel 2. ORIGINATING STAFF PERSON: J E FF H Ii VW IA EXT: 2721 3. DATE REQ. BY: 4. TYPE OF DOCUMENT (CHECK ONE): ❑ CONTRACTOR SELECTION DOCUMENT (E.G., RFB, RFP, RFQ) ❑ PUBLIC WORKS CONTRACT 0 SMALL OR LIMITED PUBLIC WORKS CONTRACT 14. PROFESSIONAL SERVICE AGREEMENT ❑ MAINTENANCE AGREEMENT ❑ GOODS AND SERVICE AGREEMENT ❑ HUMAN SERVICES / CDBG ❑ REAL ESTATE DOCUMENT ❑ SECURITY DOCUMENT (E.G. BOND RELATED DOCUMENTS) ❑ ORDINANCE ❑ RESOLUTION ❑ CONTRACT AMENDMENT (AG #): ❑ INTERLOCAL ❑ OTHER 1 5. PROJECT NAME: _ C ©F j�Q I itt - GLI 1-0...s-ii t"� G( <O_ -Vi Co S iQti 6. NAME OF CONTRACTOR: Wn�i-rL.IG� C'(\ ((J. Pl 1-.A1D(2 1 Orr Qs, The Y( �' TL-, v ADDRESS: 1400 \La n AV2 IJ t . SU i ii c 10 , TELEPHONE: D TJ 3 - Ng 5-17 % q E -MAIL: day f 5s 6 VII vaea C.brYl FAX: 255- "770 - g27i SIGNATURE NAME: ne4n1S $r( 4-f\ TITLE: 0par2416-AS N(a,vUVa / 7. 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 # /5.1,D 3Z * BL, EXP.�122 /31/ 1/ UBI i# ENS l 680 3 7(9 , EXP. tO /3i 7 �/ 8. TERM: COMMENCEMENT DATE:_ ! le 1 / T COMPLETION DATE: 12 131 i :w i O 9. TOTAL COMPENSATION: $ ici 006. rag- (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 o RETAINAGE BOND PROVIDED /�� l� PURCHASING: PLEASE CHARGE TO: I D� - 6-WC/ •t t • "r/`� - 30 • 6260 10. DOCUMENT / CONTRACT REVIEW INITIAL / DA REVIEWED INITIAL / DATE APPROVED / PROJECT MANAGER l���rT i DIVISION MANAGER EPUTY DIRECTOR 1►� �*si►®►7I� DIRECTOR 1 .- C ❑ RISK MANAGEMENT (IF APPLICABLE) ��� %LAW DEPT -row `1 $ t 11. COUNCIL APPROVAL (IF APPLICABLE) COMMITTEE APPROVAL DATE: COUNCIL APPROVAL DATE: 12. COIY�R ENT TO VENDOR/CONTRACTOR DATE SENT: O 1,L 41 q DATE REC 1 D: 4/1 `l17 /❑�'�l'ATTACH: SIGNATURE AUTHORITY, INSURANCE CERTIFICATE, LICENSES, EXHIBITS ❑ CREATE ELECTRONIC REMINDER/NOTIFICATION FOR 1 MONTH PRIOR TO EXPIRATION DATE (INCLUDE DEPT. SUPPORT STAFF IF NECESSARY AND FEEL FREE TO SET NOTIFICATION MORE THAN A MONTH IN ADVANCE IF COUNCIL APPROVAL IS NEEDED.) I:,TIAL / DATE SIGNED LAW DEPT SIGNATORY SIGNATORY (MAYOR OAR) r'�4�r %'jy XCITY CLERK ," g it. ii:,[ a XASSIGNED AG # AG • ti lat 6 )0 SIGNED COPY RETURNED DATE SENT: 3 Mb j l '41' JETURN ONE ORIGINAL COMMENTS: EXECUTE " " ORIGINALS N. CT L 3 elle L4 "d &t -C-k-_k- soltu v a 3 Tuc---e-4, .L.,.:. , /. ■ 3 9'. h,,,,, tent4 lf1l . -M 3 3/2017 Federal Way CITY HALL 33325 8th Avenue South Federal Way, WA 98003 -6325 (253) 835 -7000 www cityoffederalway com PROFESSIONAL SERVICES AGREEMENT FOR CITY OF FEDERAL WAY PROJECTS MATERIAL TESTING SERVICES This Professional Services Agreement ( "Agreement ") is made between the City of Federal Way, a Washington municipal corporation ( "City "), and Construction Testing Laboratories, Inc., a Washington corporation ( "Contractor"). The City and Contractor (together "Parties ") are located and do business at the below addresses, which shall be valid for any notice required under this Agreement: CONSTRUCTION TESTING LABORATORIES, INC.: Mike Tollkuehn, President 400 Valley Avenue NE, Suite 102 Puyallup, WA 98372 (253) 383 -8778 (telephone) (253) 770 -8232 (facsimile) denniss @ctlwa.com CITY OF FEDERAL WAY: Jeff Huynh, Street Systems Engineer 33325 8th Avenue South Federal Way, WA 98003 -6325 (253) 835 -2721 (telephone) (253) 835 -2709 (facsimile) jeff.huynh@cityoffederalway.com The Parties agree as follows: 1. TERM. The term of this Agreement shall commence on June 1, 2017, which shall be the date of mutual execution, and shall continue until the completion of the Services specified in this Agreement, but in any event no later than December 31, 2018 ( "Term "). This Agreement may be extended for additional periods of time upon the mutual written agreement of the Parties. 2. SERVICES. The Contractor shall perform the services more specifically described in Exhibit A ( "Services "), attached hereto and incorporated by this reference, in a manner consistent with the accepted professional practices for other similar services within the Puget Sound region in effect at the time those services are performed, performed to the City's satisfaction, within the time period prescribed by the City and pursuant to the direction of the Mayor or his or her designee. The Contractor warrants that it has the requisite training, skill, and experience necessary to provide the Services and is appropriately accredited and licensed by all applicable agencies and governmental entities, including but not limited to obtaining a City of Federal Way business registration. Services shall begin immediately upon the effective date of this Agreement. Services shall be subject, at all times, to inspection by and approval of the City, but the making (or failure or delay in making) such inspection or approval shall not relieve Contractor of responsibility for performance of the Services in accordance with this Agreement, notwithstanding the City's knowledge of defective or non - complying performance, its substantiality or the ease of its discovery. 3. TERMINATION. Either party may terminate this Agreement, with or without cause, upon providing the other party thirty (30) days' written notice at its address set forth above. The City may terminate this Agreement immediately if the Contractor fails to maintain required insurance policies, breaches confidentiality, or materially violates Section 12 of this Agreement. Termination for such conduct may render the Contractor ineligible for City agreements in the future. 4. COMPENSATION. 4.1 Amount. In return for the Services, the City shall pay the Contractor an amount not to exceed a maximum amount and according to a rate or method as delineated in Exhibit B, attached hereto and incorporated by this reference. The Contractor agrees that any hourly or flat rate charged by it for its services contracted for herein shall remain locked at the negotiated rate(s) for the Term. Except as otherwise provided in Exhibit B, the Contractor shall be solely responsible for the payment of any taxes imposed by any lawful jurisdiction as a result of the performance of Services and payment under this Agreement. PROFESSIONAL SERVICES AGREEMENT - 1 7/2017 4., Federal Way CITY HALL 33325 8th Avenue South Federal Way, WA 98003 -6325 (253) 835 -7000 www dtyoffederalway com 4.2 Method of Payment. On a monthly basis, the Contractor shall submit a voucher or invoice in the form specified by the City, including a description of what Services have been performed, the name of the personnel performing such Services, and any hourly labor charge rate for such personnel. The Contractor shall also submit a final bill upon completion of all Services. Payment shall be made on a monthly basis by the City only after the Services have been performed and within thirty (30) days following receipt and approval by the appropriate City representative of the voucher or invoice. If the Services do not meet the requirements of this Agreement, the Contractor will correct or modify the work to comply with the Agreement. The City may withhold payment for such work until the work meets the requirements of the Agreement. 4.3 Non - Appropriation of Funds. If sufficient funds are not appropriated or allocated for payment under this Agreement for any future fiscal period, the City will not be obligated to make payments for Services or amounts incurred after the end of the current fiscal period, and this Agreement will terminate upon the completion of all remaining Services for which funds are allocated. No penalty or expense shall accrue to the City in the event this provision applies. 5. INDEMNIFICATION. 5.1 Contractor Indemnification. The Contractor agrees to release, indemnify, defend, and hold the City, its elected officials, officers, employees, agents, representatives, insurers, attorneys, and volunteers harmless from any and all claims, demands, actions, suits, causes of action, arbitrations, mediations, proceedings, judgments, awards, injuries, damages, liabilities, taxes, losses, fines, fees, penalties expenses, attorney's fees, costs, and/or litigation expenses to or by any and all persons or entities, including, without limitation, their respective agents, licensees, or representatives; arising from, resulting from, or in connection with this Agreement or the acts, errors or omissions of the Contractor in performance of this Agreement, except for that portion of the claims caused by the City's sole negligence. Should a court of competent jurisdiction determine that this Agreement is subject to RCW 4.24.115, then, in the event of liability for damages arising out of bodily injury to persons or damages to property caused by or resulting from the concurrent negligence of the Contractor and the City, the Contractor's liability, including the duty and cost to defend, hereunder shall be only to the extent of the Contractor's negligence. Contractor shall ensure that each sub - contractor shall agree to defend and indemnify the City, its elected officials, officers, employees, agents, representatives, insurers, attorneys, and volunteers to the extent and on the same terms and conditions as the Contractor pursuant to this paragraph. The City's inspection or acceptance of any of Contractor's work when completed shall not be grounds to avoid any of these covenants of indemnification. 5.2 Industrial Insurance Act Waiver. It is specifically and expressly understood that the Contractor waives any immunity that may be granted to it under the Washington State industrial insurance act, Title 51 RCW, solely for the purposes of this indemnification. Contractor's indemnification shall not be limited in any way by any limitation on the amount of damages, compensation or benefits payable to or by any third party under workers' compensation acts, disability benefit acts or any other benefits acts or programs. The Parties acknowledge that they have mutually negotiated this waiver. 5.3 City Indemnification. The City agrees to release, indemnify, defend and hold the Contractor, its officers, directors, shareholders, partners, employees, agents, representatives, and sub - contractors harmless from any and all claims, demands, actions, suits, causes of action, arbitrations, mediations, proceedings, judgments, awards, injuries, damages, liabilities, losses, fines, fees, penalties expenses, attorney's fees, costs, and/or litigation expenses to or by any and all persons or entities, including without limitation, their respective agents, licensees, or representatives, arising from, resulting from or connected with this Agreement to the extent solely caused by the negligent acts, errors, or omissions of the City. 5.4 Survival. The provisions of this Section shall survive the expiration or termination of this Agreement with respect to any event occurring prior to such expiration or termination. 6. INSURANCE. The Contractor agrees to carry insurance for liability which may arise from or in connection with the performance of the services or work by the Contractor, their agents, representatives, employees, or subcontractors for the duration of the Agreement and thereafter with respect to any event occurring prior to such expiration or termination as PROFESSIONAL SERVICES AGREEMENT - 2 - 7/2017 Federal Way follows: CITY HALL 33325 8th Avenue South Federal Way, WA 98003 -6325 (253) 835 -7000 www cityoffederalway com 6.1. Minimum Limits. The Contractor agrees to carry as a minimum, the following insurance, in such forms and with such carriers who have a rating that is satisfactory to the City: a. Commercial general liability insurance covering liability arising from premises, operations, independent contractors, products - completed operations, stopgap liability, personal injury, bodily injury, death, property damage, products liability, advertising injury, and liability assumed under an insured contract with limits no less than $1,000,000 for each occurrence and $2,000,000 general aggregate. b. Workers' compensation and employer's liability insurance in amounts sufficient pursuant to the laws of the State of Washington. c. Automobile liability insurance covering all owned, non - owned, hired, and leased vehicles with a minimum combined single limits in the minimum amounts required to drive under Washington State law per accident for bodily injury, including personal injury or death, and property damage. d. Professional liability insurance with limits no less than $1,000,000 per claim and $2,000,000 policy aggregate for damages sustained by reason of or in the course of operation under this Agreement, whether occurring by reason of acts, errors or omissions of the Contractor. 6.2. No Limit of Liability. Contractor's maintenance of insurance as required by this Agreement shall not be construed to limit the liability of the Contractor to the coverage provided by such insurance, or otherwise limit the City's recourse to any remedy available at law or in equity. The Contractor's insurance coverage shall be primary insurance with respect to the City. Any insurance, self - insurance, or insurance pool coverage maintained by the City shall be excess of the Contractor's insurance and shall not contribute with Contractor's insurance. 6.3. Additional Insured, Verification. The City shall be named as additional insured on all commercial general liability insurance policies. Concurrent with the execution of this Agreement, Contractor shall provide certificates of insurance for all commercial general liability policies attached hereto as Exhibit C and incorporated by this reference. At the City's request, Contractor shall furnish the City with copies of all insurance policies and with evidence of payment of premiums or fees of such policies. If Contractor's insurance policies are "claims made," Contractor shall be required to maintain tail coverage for a minimum period of three (3) years from the date this Agreement is terminated or upon project completion and acceptance by the City. 6.4 Survival. The provisions of this Section shall survive the expiration or termination of this Agreement. 7. CONFIDENTIALITY. All information regarding the City obtained by Contractor in performance of this Agreement shall be considered confidential and subject to applicable laws. Breach of confidentiality by the Contractor may be grounds for immediate termination. All records submitted by the City to the Contractor will be safeguarded by the Contractor. The Contractor will fully cooperate with the City in identifying, assembling, and providing records in case of any public records request. 8. WORK PRODUCT. All originals and copies of work product, including plans, sketches, layouts, designs, design specifications, records, files, computer disks, magnetic media, or material that may be produced or modified by Contractor while performing the Services shall belong to the City upon delivery. The Contractor shall make such data, documents, and files available to the City and shall deliver all needed or contracted for work product upon the City's request. At the expiration or termination of this Agreement, all originals and copies of any such work product remaining in the possession of Contractor shall be delivered to the City. 9. BOOKS AND RECORDS. The Contractor agrees to maintain books, records, and documents which sufficiently and properly reflect all direct and indirect costs related to the performance of the Services specified in this Agreement, and maintain such accounting procedures and practices as may be deemed necessary by the City to assure proper accounting of all funds paid pursuant to this Agreement. These records shall be subject, at all reasonable times, to inspection, review, or audit by the City, its authorized representative, the State Auditor, or other governmental officials authorized by law to monitor this Agreement. PROFESSIONAL SERVICES AGREEMENT 3 - 7/2017 CITY OF Federal Way CITY HALL 33325 8th Avenue South Federal Way, WA 98003 -6325 (253) 835 -7000 www cityoffederalway com 10. INDEPENDENT CONTRACTOR. The Parties intend that the Contractor shall be an independent contractor and that the Contractor has the ability to control and direct the performance and details of its work, the City being interested only in the results obtained under this Agreement. The City shall be neither liable nor obligated to pay Contractor sick leave, vacation pay, or any other benefit of employment, nor to pay any social security or other tax that may arise as an incident of this Agreement. Contractor shall take all necessary precautions and shall be responsible for the safety of its employees, agents, and subcontractors in the performance of the Services specified in this Agreement and shall utilize all protection necessary for that purpose. All work shall be done at Contractor's own risk, and Contractor shall be responsible for any loss of or damage to materials, tools, or other articles used or held for use in connection with the Services. The Contractor shall pay all income and other taxes due except as specifically provided in Section 4 of this Agreement. Industrial or any other insurance that is purchased for the benefit of the City, regardless of whether such may provide a secondary or incidental benefit to the Contractor, shall not be deemed to convert this Agreement to an employment contract. If the Contractor is a sole proprietorship or if this Agreement is with an individual, the Contractor agrees to notify the City and complete any required form if the Contractor retired under a State of Washington retirement system and agrees to indemnify any losses the City may sustain through the Contractor's failure to do so. 11. CONFLICT OF INTEREST. It is recognized that Contractor may or will be performing professional services during the Term for other entities or persons; however, such performance of other services shall not conflict with or interfere with Contractor's ability to perform the Services. Contractor agrees to resolve any such conflicts of interest in favor of the City. Contractor confirms that Contractor does not have a business interest or a close family relationship with any City officer or employee who was, is, or will be involved in the Contractor's selection, the negotiation, drafting, signing, administration of this Agreement, or the evaluation of the Contractor's performance. 12. EQUAL OPPORTUNITY EMPLOYER. In all services, programs, activities, hiring, and employment made possible by or resulting from this Agreement or any subcontract, there shall be no discrimination by Contractor or its subcontractors of any level, or any of those entities' employees, agents, subcontractors, or representatives against any person because of sex, age (except minimum age and retirement provisions), race, color, religion, creed, national origin, marital status, honorably discharged veteran or military status, sexual orientation including gender expression or identity, or the presence of any disability, including sensory, mental or physical handicaps, unless based upon a bona fide occupational qualification in relationship to hiring and employment. This requirement shall apply, but not be limited to the following: employment, advertising, layoff or termination, rates of pay or other forms of compensation, and selection for training, including apprenticeship. Contractor shall comply with and shall not violate any of the terms of Chapter 49.60 RCW, Title VI of the Civil Rights Act of 1964, the Americans With Disabilities Act, Section 504 of the Rehabilitation Act of 1973, 49 CFR Parts 21, 21.5, and 26, or any other applicable federal, state, or local law or regulation regarding non- discrimination. 13. GENERAL PROVISIONS. 13.1 Interpretation and Modification. This Agreement, together with any attached Exhibits, contains all of the agreements of the Parties with respect to any matter covered or mentioned in this Agreement and no prior statements or agreements, whether oral or written, shall be effective for any purpose. Should any language in any Exhibits to this Agreement conflict with any language in this Agreement, the terms of this Agreement shall prevail. The respective captions of the Sections of this Agreement are inserted for convenience of reference only and shall not be deemed to modify or otherwise affect any of the provisions of this Agreement. Any provision of this Agreement that is declared invalid, inoperative, null and void, or illegal shall in no way affect or invalidate any other provision hereof and such other provisions shall remain in full force and effect. Any act done by either Party prior to the effective date of the Agreement that is consistent with the authority of the Agreement and compliant with the terms of the Agreement, is hereby ratified as having been performed under the Agreement. No provision of this Agreement, including this provision, may be amended, waived, or modified except by written agreement signed by duly authorized representatives of the Parties. 13.2 Assignment and Beneficiaries. Neither the Contractor nor the City shall have the right to transfer or assign, in whole or in part, any or all of its obligations and rights hereunder without the prior written consent of the other Party. If the non - assigning party gives its consent to any assignment, the terms of this Agreement shall continue in full force and PROFESSIONAL SERVICES AGREEMENT - 4 - 7/2017 Vecleral Way CITY HALL 33325 8th Avenue South Federal Way, WA 98003 -6325 (253) 835 -7000 www cityoffederalway. com effect and no further assignment shall be made without additional written consent. Subject to the foregoing, the rights and obligations of the Parties shall inure to the benefit of and be binding upon their respective successors in interest, heirs and assigns. This Agreement is made and entered into for the sole protection and benefit of the Parties hereto. No other person or entity shall have any right of action or interest in this Agreement based on any provision set forth herein. 13.3 Compliance with Laws. The Contractor shall comply with and perform the Services in accordance with all applicable federal, state, local, and city laws including, without limitation, all City codes, ordinances, resolutions, regulations, rules, standards and policies, as now existing or hereafter amended, adopted, or made effective. If a violation of the City's Ethics Resolution No. 91 -54, as amended, occurs as a result of the formation or performance of this Agreement, this Agreement may be rendered null and void, at the City's option. 13.4 Enforcement. Time is of the essence of this Agreement and each and all of its provisions in which performance is a factor. Adherence to completion dates set forth in the description of the Services is essential to the Contractor's performance of this Agreement. Any notices required to be given by the Parties shall be delivered at the addresses set forth at the beginning of this Agreement. Any notices may be delivered personally to the addressee of the notice or may be deposited in the United States mail, postage prepaid, to the address set forth above. Any notice so posted in the United States mail shall be deemed received three (3) days after the date of mailing. Any remedies provided for under the terms of this Agreement are not intended to be exclusive, but shall be cumulative with all other remedies available to the City at law, in equity, or by statute. The failure of the City to insist upon strict performance of any of the covenants and agreements contained in this Agreement, or to exercise any option conferred by this Agreement in one or more instances shall not be construed to be a waiver or relinquishment of those covenants, agreements or options, and the same shall be and remain in full force and effect. Failure or delay of the City to declare any breach or default immediately upon occurrence shall not waive such breach or default. Failure of the City to declare one breach or default does not act as a waiver of the City's right to declare another breach or default. This Agreement shall be made in, governed by, and interpreted in accordance with the laws of the State of Washington. If the Parties are unable to settle any dispute, difference or claim arising from this Agreement, the exclusive means of resolving that dispute, difference, or claim, shall be by filing suit under the venue, rules, and jurisdiction of the King County Superior Court, King County, Washington, unless the parties agree in writing to an alternative process. If the King County Superior Court does not have jurisdiction over such a suit, then suit may be filed in any other appropriate court in King County, Washington. Each party consents to the personal jurisdiction of the state and federal courts in King County, Washington and waives any objection that such courts are an inconvenient forum. If either Party brings any claim or lawsuit arising from this Agreement, each Party shall pay all its legal costs and attorney's fees and expenses incurred in defending or bringing such claim or lawsuit, including all appeals, in addition to any other recovery or award provided by law; however, nothing in this paragraph shall be construed to limit the Parties' rights to indemnification under Section 5 of this Agreement. 13.5 Execution. Each individual executing this Agreement on behalf of the City and Contractor represents and warrants that such individual is duly authorized to execute and deliver this Agreement. This Agreement may be executed in any number of counterparts, each of which shall be deemed an original and with the same effect as if all Parties hereto had signed the same document. All such counterparts shall be construed together and shall constitute one instrument, but in making proof hereof, it shall only be necessary to produce one such counterpart. The signature and acknowledgment pages from such counterparts may be assembled together to form a single instrument comprised of all pages of this Agreement and a complete set of all signature and acknowledgment pages. The date upon which the last of all of the Parties have executed a counterpart of this Agreement shall be the "date of mutual execution" hereof. [Signature page follows] PROFESSIONAL SERVICES AGREEMENT - 5 - 7/2017 QTY OF Federal Way CITY HALL 33325 8th Avenue South Federal Way, WA 98003 -6325 (253) 835 -7000 www cityoffederalway com IN WITNESS, the Parties execute this Agreement below, effective the last date written below. CITY OF FEDERAL WAY: Ji��larrell, Mayor ATTEST: 'riL i1.U.i._.1 Swap' anie Courtney, C City Clerk APPROVED AS TO FORM: .P01 J. Ryan Call, City Attorney CONSTRUCTION TESTING LABORATORIES, INC.: By: „. resident UjaLT ILA I L..;J 400 Valley Avenue NE, Suite 102 Puyallup, WA 98372 DATE: �' 2 — Ze'' 7 STATE OF WASHINGTON ) u ) ss. COUNTY OF Ps ief2 — ) On this day personally appeared before me , to me known to be the President of Construction Testing Laboratories, Inc. that executed the foregoing instrument, and acknowledged the said instrument to be the free and voluntary act and deed of said corporation, for the uses and purposes therein mentioned, and on oath stated that he /she was authorized to execute said instrument and that the seal affixed, if any, is the corporate seal of said corporation. GIVEN my hand and official seal this ova day of Notary's signature ry's printed name KRYSTAL HELEN BUDD Notary Public State of Washington My commission expires 3P7 /iG% My Commission Expires March 27, 2019 Iiitt ay. Q , 2017. Notar Public in and for the State of Washington. PROFESSIONAL SERVICES AGREEMENT 6 7/2017 Vecleral Way CITY HALL 33325 8th Avenue South Federal Way, WA 98003 -6325 (253) 835 -7000 www. cilyoffederalway com EXHIBIT A SERVICES The Contractor shall provide on -call testing services to the City of Federal Way on selected projects. Scope of Services Construction Testing Laboratories, Inc. ( "CTL ") will provide Material Sampling and Testing Services during construction of the City of Federal Way Projects as defined below. These services are intended to ensure that the materials, installation, and compaction efforts have met the current version of the Standard Specifications for Road, Bridge, and Municipal Construction. Samples of the hot mix asphalt delivered to the site will be tested for the Theoretical Maximum Specific Gravity (AASHTO T 209). Also, the material will have an Extraction (AASHTO T308) and Gradation (AASHTO T 11 and T 27) performed for compliance with the approved mix design requirements and cement concrete testing per Standard Specifications Section 5 -05. These services are based upon the understanding that the City is contracting with CTL and will actively be involved in the sampling and testing process of the construction materials. CTL's services are based upon the unit bid prices or duration of construction anticipated at the time of execution of this Agreement. The level of effort to perform the work described is based on a standard five -day work week (day, night, and /or weekend) and standard eight -hour workday. PROFESSIONAL SERVICES AGREEMENT - 7 7/2017 CITY .ti FeOF deral Way CITY HALL 33325 8th Avenue South Federal Way. WA 98003 -6325 (253) 835 -7000 www cityoffederaiway com EXHIBIT B COMPENSATION 1. Total Compensation: In return for the Services, the City shall pay the Contractor an amount not to exceed Nineteen Thousand and No /100 Dollars ($19,000.00). 2. Method of Compensation: Hourly personnel / task rates. In consideration of the Contractor performing the Services, the City agrees to pay the Contractor an amount calculated on the basis of the hourly labor or task charge rate schedule for Contractor's personnel attached hereto as Exhibit B(1) and incorporated by this reference. PROFESSIONAL SERVICES AGREEMENT 8 7/2017 Exhibit B(1) Construction Testing Laboratories, Inc. 400 Valley Avenue NE Suite 102 Puyallup, WA 98372 253- 383 -8778 fax 253 -770 -8232 www.ctlwa.com JANUARY 2017 FEE SCHEDULE 1ThM # DESCRIPTION TECHNICIAN / ENGINEERING PERSONNEL: 1 i ineering_Technician (Reinforced Concrete & Ma sonry) $ 56.00 Soils & Asphalt Engineering Technician $ 58.00 Laboratory_Technician $ 72.00 4 Professional Engineers $ 122.00 5 Post Tension Inspection - -- - -- $ 60.00 6 Fireproofing Inspections $ 59.00 7 Roofing Inspection $ 57.00 8 Pachometer Technician $ 87.00 9 _Epoxy_ Bolt / Anchor Bolting /Dowel Inspection $ 56.00 $ 56.00 $ 56.00 .............. $ 56.00 $ 60.00 $ 60.00 $ 60.00 $ 60.00 $ 65.00 $ 67.00 $ 20.00 19 Relative Humidk Concrete Floors $ 67.00 _ 20 _ Relative Humid (Instant $ 67.00 • RH Test Tubes $ _42.00 23 Floor Flatness 22 Ememency Lightin_g Inspection $ 67.00 $ 56.00 $ 57.00 PRICE 10 Reinforcing Steel Inspection 11 Sample Pick Up 12 Lateral Framing / Nailing Inspection ................ ............................... 13 Wood Moisture Testing(in- Field) 14 Piling Inspection 15 Shotcrete Inspection 16 Infiltration Testing 17 Rebound Number of Hardened ConcretekC -805) 18 Moisture Vapor through Floor / Slab • Calcium Test Kits 20 Hazmat Technician 21 Acoustic Ceiling Inspection 24 CESCL CONCRETE : 25 - Organic Impurities p40} ___ 26 - Sulfate Soundness C -88 ` Ma _gnesium (C -88 ),_per sample $ 340.00 • Sodium (C -88), per sample $ 375.00 27 Unit Weight of Aggregate (C -29) $ 90.00 28 Shotcrete Panels: 3 Cores with Compressive Strength $ 200.00 • Additional Cores from Panel.. ....... .............. ................. .. .......... $ 45.00 29 Clay Lumps & Friable ParticlesjC -142) $ 105.00 30 Light Weight PiecesJC -123) $ 145.00 31 _ Compressive Strength TestsSC -39) $ 23.00 32 Cast by Client of Contractor Cylinder Specimens $ 40.00 _ . - if sawing or extra handling is required a minimum rate of $61.00 each will be charged. 33 Cast by Client of Contractor Core Specimens $ 60.00 34 Flexural Strength, 6" x 6" Concrete Beam (C -293) $ 65.00 $ 127.00 $ 75.00 $ 75.00 1 of 5 FEE SCHEDULE REVISED: JANUARY 2011 Construction Testing Laboratories, Inc. 400 Valley Avenue NE Suite 102 Puyallup, WA 98372 253-383-8778 fax 253-770-8232 www.ctlwa.com JANUARY 2017 FEE SCHEDULE IIEM# DESCRIPTION PRICE MASONRY: 35 Compressive Tests, Mortar or Grout Specimens (UBC-24/23) .................... ............ $ 23.00 36 Compressive Tests, Mortar Cubes (C-109 $ 23.00 37 Compressive Tests, Masonry Unit cc-ig $ 65.00 38 Compressive Strength, Brick (C-67) $ 65.00 39 Compressive Strength, Masonry Composite Prisms (UBC-24051 ___$ 75.00 DIAMOND CORING: 40 Corin,g Technician $ 95.00 _ 41 Conng_Supp_ort Technician $ 50.00 HIGH STRENGTH BOLTS: 42 High Strength Bolt Inspection $ 60.00 43 Bolt Pull-Out (Tensionp Technician)) ........ ..... ........... ........... ........................ $ 75.00 44 Bolt Pull-Out (Tensionj2 Technician]) ..................... .............. ....... ........ $ 140.00 WELDING: 45 Visual Weldinginspection ....... ...................... ....... . .............. ............. $ 60.00 46 Magnetic Particle or Dyepenetrant $ 85.00 47 Ultrasonic Test (UT) $ 85.00 48 Tensile Strength of Reinforcing Steel(Yield, Elongation, Unit Wt) Quote Upon Rawest 49 X-Ray Quote Upon Rottuest SOILS MECHANICS LABORATORY TESTS: 50 Specific Gravity / Absorption of Coarse Aggregate (C-127) $ 90.00 51 Specific Gravity / Absorption of Fine Aggregate (C-128) $ 140.00 62 Sieve Analysis (C-136, C-117 [Wet Sieve]) $ 160.00 53 Sieve Analysis (Add # ro, c-i 36, 0-117 [Wet Sieve]) ....... $ _190.00 54 WSDOT Degradation $ 155.00 55 Sand Equivalent CD-2419) ......................... ............ ........ ....... ............ ......... $ 90.00 56 Sample Preparation (per hour, if ................ . ................. ............... $ 70.00 . 57 Particle Size Analysis (D-422) Hydrometer (without D-854) ......................... ............. $ 260.00 58 Particle Size Analysis (0-422) Hydrometer (with D-854) $ 360.00 59 Specific Gravity_ of Soils. (D-854) $ 126.00 60 Atterberg Limits(D-424), Liquid Limit, Plastic Limit, Plasticity Index $ 180.00 61 Maximum Density Optimum Moisture-Density Curve [Proctor] (D-698, D-1557) $ 180.00 62 _pH of Soils/Aggregates (D-4972) ................ ..................... ........ $ 65.00 63 Laboratory Determination of Moisture Content jp-2216) $ 65.00 64 Resistance to Abrasion, Los Angeles Machine (C-131, C-535) $ 225.00 65 Fracture Face Count ....................... ................. .............................. $ 75.00 66. % Organics By Weight (O-2974) ...................................... ............. ............ $ 135.00 67 Flat ei Elongated Pieces in Aggregate kASTM D-4791) $ 125.00 -6-6- Fine Aggregate Angularity without C-128 (AASHTO TP33) ...... ............... .............. $ 110.00 69 Aggregate Durability Index fAASHTO .................... $ 165.00 70 Wood Waste (WSDOT) $ 65.00 2 of 5 FEE SCHEDULE INVISE11:1411111012011 Construction Testing Laboratories, Inc. 400 Valley Avenue NE Suite 102 Puyallup, WA 98372 253-383-8778 fax 253-770-8232 www.ctIwacom JANUARY 2017 FEE SCHEDULE ITEM DESCRIPTION ASPHALTIC CONCRETE MIXES: 71 Gyrato Tests JSuperpave) (312) $ 275.00 72 Extraction and Gradation % BitumerrIT-308) (C-1361WellSieveiC-117) $ 230.00 13 Specific Gravity_of Compacted Field Sample (D-2726)WSDOT 704.(pavement Core) $ 65.00 74 Complete Tviix Design by "diratory Method (SH-R15 / Superpave) (Does not include anti-strip testing) $ 4250.00 75 Permeability of Asphaltic Concrete $ 300.00 76 Marshall Test, per Molded Specimen (ED-1559] Includes Stability, Flow and Unit Wt.) per set of 3 $ 4.50.00 - 77 Complete Design of Bituminous Mixture by Marshall Method (Does not include anti-strip testing) $ 4250.00 78 Rice Maximum Theoretical Density (D-2041) $ 110.00 79 Hamburg, test only, supplier provides 2 or 4 specimens $ 500.00 80 Hamburlproduction sample 81 Hamburg,prformed with Mix Design, CTL makes 2 or 4 specimens $ 900.00 82 Hamburg, performed without Mix Design, CTL makes 2 or 4 specimens Quite Ulm Request 83 IDT, test onlyAu_pplier provides 3 specimens $ 150.00 84 IDT, performed with Mix Design, CTL makes 3 specimens $ 350.00 :65 5... pefforrned without Mix Des, CTL makes 3 specimens Quote Upon Request Str R_evaluation TV:111348K when_p_erjorming mix design $ 1000.00 87 evaluation TSR (D-4867) without performing mix design Quote Upon Request MISCELLANEOUS: 88 Mileage _ $ 0.75 89 Ferry Charges Quote Upon Request 90 Per Diem (Lodging, Meals and etc" _ Quote Upon Request 91 pry Density of Fireproofing Material $ 150.00 92 Badge/Safety Classes/Time $ 55.00 ___ _ ._ _ _.... _... BASIS OF CHARGES IRATE CHARGES & NOTIFICATION): 93 Four-hour minimum for inspection, sampling and field-testing. One-hour minimum for cylinder pick-up. Time and one half (1.5) for work in excess of eight hours per day and Saturdays. All work performed outside normal working hours (07:00 hr. to 16:00 hr.) Monday through Friday will be charged at 1.5 times the standards rate. Double time will be charged for Sundays and Holidays. Four-hour minimum for Weekends and Holidays. Hourly rates and mileage are portal to portal. Terms are thirty (30) days. Prices are subject to change without notice. Twenty-four (24) hours notice is required to schedule technician(s). 3 of 5 FEE SCHEDULE WISED: JANUARY 2017 EXHIBIT C Client#: 133353 CONSTEST ACORD. CERTIFICATE OF LIABILITY INSURANCE DATE(MM /DD /YYYY) 9/13/2017 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 CONTACT Sharnel Di Vona PHONE FAX (A/C, No, Ext): 253.310.4047 (A/c, No): 866.577.1326 E -MAIL Sharnel.Divona@propelinsurance.com ADDRESS: @P ro P INSURER(S) AFFORDING COVERAGE NAIC # INSURER A : Landmark American Insurance Co. 33138 INSURED Construction Testing Laboratories Inc 400 Valley Avenue NE, Suite 102 Puyallup, WA 98372 INSURER B : INSURER C 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. LTR TYPE OF INSURANCE INSR WVD POLICY NUMBER (POLICY ! /YYYY) EXP (MM/DDYIYYYY) LIMITS EACH OCCURRENCE $ GENERAL LIABILITY COMMERCIAL GENERAL LIABILITY OCCUR PREMISES Ea RENTED $ j CLAIMS -MADE MED EXP (Any one person) $ PERSONAL & ADV INJURY $ GENERAL AGGREGATE $ GEN'L AGGREGATE LIMIT APPLIES PER: LOC PRODUCTS - COMP /OP AGG $ POLICY JEo $ _ AUTOMOBILE LIABILITY ANY AUTO ALL OWNED AUTOS HIRED AUTOS __ _ SCHEDULED AUTOS NON -OWNED AUTOS COMBINED SINGLE LIMIT (Ea accident) $ BODILY INJURY (Per person) $ BODILY INJURY (Per accident) $ PROPERTY DAMAGE (Per accident) $ UMBRELLA LIAB EXCESS LIAB OCCUR CLAIMS -MADE EACH OCCURRENCE $ 1 AGGREGATE $ DED i RETENTION $ $ WORKERS COMPENSATION AND EMPLOYERS' LIABILITY Y / N ANY PROPRIETOR/PARTNER/EXECUTIVE OFFICER/MEMBER EXCLUDED? (Mandatory in NH) If yes, describe under DESCRIPTION OF OPERATIONS below N /A I WC STATU- OTH ■ TORY L MITS ER E.L. EACH ACCIDENT $ E.L. DISEASE - EA EMPLOYEE $ E.L. DISEASE - POLICY LIMIT $ A Prof! Liability LHR828944 04/01/2017 04/01/2018 $1,000,000 /claim $2,000,000 /aggregate $10,000 deductible DESCRIPTION OF OPERATIONS/ LOCATIONS / VEHICLES (Attach ACORD 101, Additional Remarks Schedule, if more space is required) RE 2017 Asphalt Overlay Project. CERTIFICATE HOLDER CANCELLATION City of Federal Way 33325 8th Avenue South Federal Way, WA 98063 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 #S2853373/M2644747 © 1988 -2010 ACORD CORPORATION. All rights reserved. The ACORD name and logo are registered marks of ACORD KTROO • 177 MILESAND ACORDr. CERTIFICATE OF LIABILITY INSURANCE DATE (MMIDD /YYYY) 9/13/2017 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 CONTACT Sharnel Di Vona PHONE 253.310.4047 (AIC 866 577 -1326 (A/C, No, Ext): (AIC, No): E -MAIL Sharnel.Divona@propelinsurance.com ADDRESS: @P ro P INSURER(S) AFFORDING COVERAGE NAIC # INSURER A: Continental Western Ins. Co. 110804 INSURED Construction Testing Laboratories, Inc. 400 Valley Ave NE Puyallup, WA 98372 INSURER B : Axis Surplus Insurance Company 26620 INSURERC: 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 ADDLSUBR INSR WVD POLICY NUMBER CPA2865825 POLICY EFF (MMIDD/YYYY) 04/01 /2017 POLICY EXP (MMIDD /YYYYL 04/01 /2018 LIMITS EACH OCCURRENCE $1,000,000 A X COMMERCIAL GENERAL LIABILITY X X PREMISES (Ea occurrence) $300,000 CLAIMS -MADE X OCCUR MED EXP (Any one person) $10,000 X PD Ded: $1,000 PERSONAL 8 ADV INJURY $1,000,000 GENERAL AGGREGATE $2,000,000 GEN'L AGGREGATE LIMIT APPLIES PROCT - POLICY 1 X JE OTHER: PER: LOC PRODUCTS - COMP/OP AGG $2,000,000 $ A AUTOMOBILE X X X LIABILITY ANY AUTO ALL OWNED AUTOS HIRED AUTOS CA0001 10/13 X SCHEDULED AUTOS AUTOSWNED X X CPA2865825 04/01/2017 04/01/2018 (E° aBcideD SINGLE LIMIT 81,000,000 BODILY INJURY (Per person) $ BODILY INJURY (Per accident) $ (Pe (Per r a cident $ $ A X UMBRELLA LIAB EXCESS LIAB X OCCUR CLAIMS -MADE X X CPA2865825 04/01/2017 04/01/2018 EACH OCCURRENCE $5,000,000 AGGREGATE $5,000,000 $ DED X1 RETENTION $0 A WORKERS COMPENSATION AND EMPLOYERS' LIABILITY ANY PROPRIETOR /PARTNER /EXECUTIVE OFFICER/MEMBER EXCLUDED? (Mandatory in NH) 0 yes, describe under DESCRIPTION OF OPERATIONS below Y/ N N IA CPA2865825 WA STOP GAP ONLY 04/01 /2017 04/01 /2018 '.STATUTE ERH E.L. EACH ACCIDENT $1,000,000 E.L. DISEASE - EA EMPLOYEE $1,000,000 E.L. DISEASE - POLICY LIMIT 81,000,000 B Contr Pollution incl. Mold X CP002314012017 04/01/2017 04/01/2019 $1,000,000 ea claim $2,000,000 aggregate $25,000 ded. DESCRIPTION OF OPERATIONS / LOCATIONS / VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached 0 more space is required) RE 2017 Asphalt Overlay Project. CERTIFICATE HOLDER CANCELLATION City of Federal Way 33325 8th Ave South Federal Way, WA 98003 SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. AUTHORIZED REPRESENTATIVE ACORD 25 (2014/01) 1 of 1 #S2853372/M2645394 © 1988 -2014 ACORD CORPORATION. All rights reserved. The ACORD name and logo are registered marks of ACORD KTROO COMMERCIAL AUTO CL CA 01 49 02 15 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. COMMERCIAL AUTOMOBILE EXPANSION ENDORSEMENT - PLATINUM This endorsement modifies insurance provided under the following: BUSINESS AUTO COVERAGE FORM With respect to the coverages provided by this endorsement, the provisions of the Business Auto Coverage Form apply unless modified by this endorsement. A. NEWLY ACQUIRED OR FORMED ORGANIZA- TIONS The following is added to Paragraph A.1. Who Is An Insured of Section II - Covered Autos Liability Coverage: Any organization you newly acquire or form, other than a partnership, joint venture or limited liability company or any organization excluded either by this Coverage Part or by endorsement, and over which you maintain ownership or majority interest of more than 50 percent will qualify as a Named Insured. However: 1. This insurance does not apply to any newly ac- quired or formed organization that is an "in- sured" under any other automobile policy or would be an "insured" under such policy but for its termination or the exhaustion of its Limit of Insurance. 2. Coverage does not apply to "bodily injury" or "property damage" that occurred before you acquired or formed the organization. 3. Coverage under this provision is afforded only until the 180th day after you acquire or form the organization or the end of the policy pe- riod, whichever is earlier. B. ADDITIONAL INSURED BY CONTRACT OR AGREEMENT The following is added to Paragraph A.1., Who Is An Insured of Section II - Covered Autos Liability Coverage: When you have agreed in a written contract or agreement to include a person or organization as an additional "insured ", such person or organiza- tion is included as an "insured" subject to the fol- lowing: 1. Such person or organization is an additional "insured" only to the extent such person or or- CL CA 01 49 02 15 ganization is liable for "bodily injury' or "prop- erty damage ": because of the conduct of an "insured" under Paragraphs a. or b. under Paragraph A.1. Who Is An Insured of Section II - Covered Autos Liability Coverage, caused by an "accident" and resulting from the owner- ship, maintenance or use of a covered "auto "; 2. The written contract or agreement described above must have been executed prior to the "accident" that caused the "bodily injury" or "property damage" and be in effect at the time of such "accident "; 3. The insurance afforded to any such additional "insured" does not apply to any "accident" be- yond the period of time required by the written contract or agreement described above; 4. The most we will pay on behalf of such addi- tional " insured(s)" is the lesser of: a. The Limits of Insurance specified in the written contract or agreement described above; or b. The Limits of Insurance shown in the Dec- larations. This provision shall not increase the Limit of Insurance shown in the Declarations in this policy or coverage part; and 5. The following changes are made to Paragraph 5. Other Insurance of B. General Conditions under Section IV - Business Auto Conditions: a. The following is added to Paragraph 5.a.: If required by the written contract or agreement described above, the insur- ance afforded to the additional insured un- der this provision will be primary to, and will not seek contribution from, the addi- tional insured's own insurance. b. Paragraph 5.c. is deleted in its entirety. Includes copyrighted material of Insurance Services Page 1 of 5 Office, Inc., with its permission 6. Paragraph A.1.c. under Section II - Covered Autos Liability Coverage is deleted in its en- tirety. 7. The definition of "insured contract" under Sec- tion V - Definitions is amended to add the fol- lowing: An "insured contract" does not include that part of any contract or agreement: That pertains to the ownership, maintenance or use of an "auto" and which indemnifies a person or organization for other than the vicar- ious liability of such person or organization for "bodily injury" or "property damage" caused by your operation or use of a covered "auto ". However, a person or organization is an addi- tional "insured" under this provision only to the extent such person or organization is not named as an "insured" by separate endorse- ment to this policy. C. EMPLOYEES AS INSUREDS The following is added to Paragraph A.1. Who Is An Insured Section II - Covered Autos Liability Coverage: Any "employee" of yours is an "insured" while us- ing a covered "auto" you don't own, hire or borrow in your business or your personal affairs. D. INCREASED COVERAGE - BAIL BONDS The Supplementary Payments Coverage Exten- sion of Section II - Covered Autos Liability Cover- age is amended as follows: The Limit of Insurance in paragraph A.2.a.(2) is increased to $5,000. E. INCREASED COVERAGE - LOSS OF EARN- INGS The Supplementary Payments Coverage Exten- sion of Section II - Covered Autos Liability Cover- age is amended as follows: The Limit of Insurance in paragraph A.2.a.(4) is increased to $1,000. F. FELLOW EMPLOYEE COVERAGE The Fellow Employee Exclusion contained in Sec- tion II - Covered Autos Liability Coverage does not apply. This coverage is excess over any other col- lectable insurance. G. COVERAGE EXTENSION - TRANSPORTATION EXPENSES Paragraph A.4.a. Transportation Expenses of Section III - Physical Damage Coverage is amended as follows: 1. The Limits of Insurance are increased to $75 per day to a maximum of $2,500. Page 2 of 5 2. We will also pay reasonable and necessary expenses to facilitate the return of the stolen "auto" to you. 3. It is agreed and understood and it is our stated intent that expenses incurred by you under the Transportation Expenses Coverage Exten- sion will not also be covered or paid under the Rental Reimbursement Coverage provided by this endorsement or any rental reimbursement coverage added by separate endorsement to this policy. H. EXTENDED COVERAGE - AIRBAGS The following is added to Exclusion B.3.a. of Sec- tion III - Physical Damage Coverage: However, this exclusion does not apply to the un- intended discharge of an airbag. This coverage is excess over any other collectible insurance or warranty providing such airbag cov- erage. I. AUTO LOAN /LEASE GAP COVERAGE The following is added to Section III - Physical Damage Coverage, Paragraph C. Limits of Insur- ance. 4. In the event of a total "loss" to a covered "auto ", we will pay any unpaid amount due on the lease or loan for a covered "auto ", less: a. The amount under the Physical Damage Coverage section of the policy; and b. Any: (1) Overdue lease /loan payments at the time of the "loss "; (2) Financial penalties imposed under a lease for excessive use, abnormal wear and tear or high mileage; Security deposits not returned by the lessor; (4) Costs for extended warranties, Credit Life Insurance, Health, Accident or Disability Insurance purchased with the loan or lease; and Carry -over balances from previous loans or leases. (3) (5) J. GLASS REPAIR - NO DEDUCTIBLE The following is added to Paragraph D. Deductible of Section III - Physical Damage Coverage: Any Comprehensive Coverage deductible shown in the Declarations does not apply to "loss" to glass when you elect to patch or repair rather than replace the glass. K. INCREASED COVERAGE - ELECTRONIC EQUIPMENT Includes copyrighted material of Insurance Services CL CA 01 49 02 15 Office, Inc., with its permission The $1,000 limit indicated in Paragraph C.1 .b. un- der Section III - Physical Damage Coverage is in- creased to $2,500. L. EXTENDED COVERAGE - PERSONAL PROP- ERTY The following is added to Paragraph A.4. Cover- age Extensions of Section III - Physical Damage Coverage: Physical Damage Coverage on a covered "auto" may be extended to "loss" to your personal prop- erty or, if you are an individual, the personal prop- erty of a family member, that is in the covered "auto" at the time of "loss" and caused by an "ac- cident" and resulting from the ownership, mainte- nance or use of a covered "auto ". The insurance provided by this coverage exten- sion is excess over any other collectible insur- ance. The most we will pay for any one "loss" un- der this coverage extension is $500. However, our payment for "loss" to personal property will only be for the account of the owner of the property. Under this provision, personal property does not include and we will not pay for "loss" of currency, coins, securities or contraband. No deductible applies to this coverage extension. M. TOWING Paragraph A.2. Towing of Section III - Physical Damage Coverage, is replaced by the following: If a private passenger type "auto" or light truck "auto" (0- 10,000 Lbs. GVW) is provided both Com- prehensive and Collision Coverage, we will pay up to $150 for towing and labor costs incurred each time such "auto" is disabled. If a medium, heavy or extra -heavy truck or extra -heavy Truck - tractor "auto" (greater than 10,000 Lbs. GVW) is provided both Comprehensive and Collision Coverage, we will pay up to $250 for towing and labor costs in- curred each time such "auto" is disabled. How- ever, the labor must be performed at the place of disablement. N. FIRE EXTINGUISHER RECHARGE The following is added to Paragraph A.4. Cover- age Extensions of Section IV - Physical Damage Coverage: When fire extinguishers are kept in your covered "auto" and any are discharged in an attempt to ex- tinguish a fire, we will pay the lesser of the actual cost of recharging or replacing such fire extin- guisher(s). No deductible applies to this coverage O. HIRED AUTO PHYSICAL DAMAGE COVER- AGE CL CA 01490215 The following is added to Paragraph A.4. Cover- age Extensions of Section III - Physical Damage Coverage: If hired "autos" are covered "autos" for Covered Autos Liability Coverage and if Physical Damage Coverage is provided for any "auto" you own, then the Physical Damage coverages provided are ex- tended to "autos" you lease, rent, hire or borrow from someone other than your "employees ", part- ners or members of their households subject to the following: 1. The most we will pay in any one "loss" is the lesser of: a. The actual cash value of the "auto "; b. The cost to repair or replace the "auto "; or c. $100,000. 2. Paragraph 1. above is subject to a deductible. The deductible shall be equal to the amount of the highest deductible shown for any owned "auto" of the same classification for that cov- erage. In the event there is no owned "auto" of the same classification, the highest deduct- ible for any owned "auto" will apply for that coverage. No deductible will apply to "loss" caused by fire or lightning. 3. Hired Auto Physical Damage Coverage is subject to the following: a. If symbol 8 is shown in the Covered Auto section of the Declarations page for any of the Physical Damage coverages, then the Hired Auto Physical Damage coverage described in this endorsement does not apply. b. Other than indicated in Paragraphs a. di- rectly above, coverage provided under this provision will be excess over any other collectible insurance or coverage. 4. In addition to the limit set forth in Paragraph 1. above we will pay up to $500 per day, to a maximum of $3,500 per "loss" for: a. Any costs or fees associated with the "loss" to a hired "auto "; and b. Loss of use of the hired "auto ", provided it is the consequence of an "accident" for which you are legally liable, and as a re- sult of which a monetary loss is sustained by the leasing or rental concern. However, Paragraph A.4.b. Loss of Use Ex- penses under Section III - Physical Damage Cov- erage of the Business Auto Coverage Form does not apply. P. RENTAL REIMBURSEMENT COVERAGE Includes copyrighted material of Insurance Services Page 3 of 5 Office, Inc., with its permission We will pay for rental reimbursement expenses in- curred by you for the rental of an "auto" because of "loss" to a covered "auto ". 1. Payment applies in addition to the otherwise applicable amount of each coverage you have on the covered "auto ". 2. No deductible applies to this coverage. 3. We will pay only for those expenses incurred during the policy period beginning 24 hours af- ter the "loss" and ending, regardless of the ex- piration date of the policy, with the lesser of the following number of days: a. The number of days when the covered "auto" has been repaired or replaced, or b. 45 days. 4. Our payment is limited to the lesser of the fol- lowing amounts: a. Necessary and actual expenses incurred; or b. Not more than $75 for any one day; 5. We will pay up to an additional $300 for the reasonable and necessary expenses you in- cur to remove your materials and equipment from the covered "auto" and replace such ma- terials and equipment on the rental "auto ". 6. This coverage does not apply while there are spare or reserve "autos" available to you for your operations. 7. If "loss" results from the total theft of a covered "auto" of the "private passenger type ", we will pay under this coverage only that amount of your rental reimbursement expenses which is not already provided for under the Physical Damage Coverage Extension of the Business Auto Coverage Form or any endorsements thereto However, this provision does not apply to the extent that rental reimbursement is provided by separate endorsement to this policy. Q. DRIVE OTHER CAR COVERAGE 1. The following is added to Section II - Covered Autos Liability Coverage: a. Any "auto" you don't own, hire or borrow is a covered "auto" for Liability Coverage while being used by: (1) You, if you are designated in the Dec- larations as an individual; (2) Your partners or members, if you are designated in the Declarations as a partnership or joint venture; Page 4 of 5 (3) Your members or managers, if you are designated in the Declarations as a limited liability company; (4) Your executive officers if you are des- ignated in the Declarations as an or- ganization other than an individual, partnership, joint venture or limited li- ability company; and The spouse of any person named in Paragraphs 1.a.(1). through 1.a.(4) while a resident of the same house- hold; (5) Except: (a) Any "auto" owned by that individ- ual or by any member of his or her household. (b) Any "auto" used by that individual or his or her spouse while working in a business of selling, servicing, repairing or parking "autos ". 2. Changes In Auto Medical Payments And Uninsured And Underinsured Motorists Coverages The following is added to Who Is An Insured: Any individual named in 1.a above and his or her "family members" are "insured" while "oc- cupying" or while a pedestrian when being struck by any "auto" you don't own except: Any "auto" owned by that individual or by any "family member". 3. Changes In Physical Damage Coverage Any private passenger type "auto" you don't own, hire or borrow is a covered "auto" while in the care, custody or control of any individual named in Q.1.a. above or his or her spouse while a resident of the same house -hold ex- cept: a. Any "auto" owned by that individual or by any member of his or her household; or b. Any "auto" used by that individual or his or her spouse while working in a business of selling, servicing, repairing or parking "au- tos". 4. The most we will pay for the total of all dam- ages under Covered Autos Liability Uninsured Motorists Coverage and Underinsured Motor- ists Coverage is the Limit Of Insurance shown in the Declarations as applicable to owned "autos ". 5. Our obligation to pay for, repair, return or re- place damaged or stolen property under Phys- ical Damage Coverage, will be reduced by a deductible equal to the amount of the highest Includes copyrighted material of Insurance Services CL CA 01 49 02 15 Office, Inc., with its permission deductible shown for any owned private pas- senger type "auto" applicable to that cover- age. If there are no owned private passenger type "autos ", the deductible shall be $250 for Comprehensive Coverage and $500 for Colli- sion Coverage. No deductible will apply to "loss" caused by fire or lightning. 6. Additional Definition As used in this DRIVE OTHER CAR Provi- sion: "Family member" means a person related to the individual named in 1.a. by blood, mar- riage or adoption who is a resident of the indi- vidual's household, including a ward or foster child. R. KNOWLEDGE OF AN ACCIDENT, CLAIM, SUIT OR LOSS The following is added to Paragraph A.2. of Sec- tion IV - Business Auto Conditions: Your obligation to provide prompt notice of an "ac- cident", claim, "suit" or "loss" is satisfied if you or a person designated by you to be responsible for insurance matters is notified of, or in any manner made aware of an "accident ", claim, "suit" or "loss" and provides us such notice as soon as practica- ble S. WAIVER OF SUBROGATION BY CONTRACT OR AGREEMENT The following is added to Paragraph A.5 of Sec- tion IV - Business Auto Conditions: We waive any right of recovery we may have against a person or organization because of pay- ments we make for "bodily injury" or "property damage" when you and such person or organiza- tion have agreed in writing in a contract or agree- ment to waive such right of recovery, provided: 1. Such written contract or agreement was: a. Made prior to the "accident" or "loss" resulting in the covered "bodily injury" or "property damage "; and b. Was in effect at the time of the covered "bodily in- jury" or "property damage ". 2. The covered "bodily injury" or "property damage" must arise out of the operations specified in such written contract or agreement. 3. At our request you must provide us with a copy of the aforementioned written contract or agreement. T. UNINTENTIONAL OMISSIONS The following is added Paragraph B.2. of Section IV - Business Auto Conditions: If you fail to disclose any hazards existing at the inception date of this policy, such failure will not CL CA 01 49 02 15 prejudice the coverage provided to you. However, this provision does not affect our right to collect additional premium or exercise our right of cancel- lation or nonrenewal. U. LIBERALIZATION If we revise this endorsement to provide greater coverage without additional premium charge, we will automatically provide the additional coverage to all endorsement holders as of the day the revi- sion is effective in your state. Includes copyrighted material of Insurance Services Page 5 of 5 Office, Inc., with its permission This page has been left blank intentionally. COMMERCIAL GENERAL LIABILITY CL CG 05 29 09 16 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. GENERAL LIABILITY ULTRA PLATINUM ENHANCEMENT COVERAGES This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE FORM A. The following coverage is added: ADDITIONAL INSURED - OWNERS, LESSEES OR CONTRACTORS - AUTOMATIC STATUS INCLUDING PRIMARY NON - CONTRIBUTORY 1. Section II - Who is An Insured is amended to include as an additional insured any person(s) or organization(s) for whom you are required by virtue of a written contract or agreement that such person(s) or organization(s) be added as an additional insured on your policy. 2. The insurance provided to the additional insured is limited as follows: a. Such person or organization is an additional insured only with respect to liability for "bodily injury", "property damage" or "personal and advertising injury" caused in whole or in part by: (1) Acts or omissions of the Named Insured; or (2) The acts or omissions of those acting on behalf of the Named Insured; in the performance of the Named Insureds work for the additional insured(s) specified in the written contract provided the contract or agreement requires you to provide the additional insured such coverage and is: i. Currently in effect or becomes effective during the term of this policy; and ii. Was executed prior to the "bodily injury ", "property damage" or "personal and advertising injury". b. If the written contract specifically requires you to provide additional insured coverage via the 10/01 edition of CG2010 (aka CG 20 10 10 01) or via the 11/85 edition of CG2010 (aka CG 20 10 11 85), then in CL CG 05 29 09 16 paragraph 2.a. above, the words caused in whole or in part by are replaced by the words arising out of. c. The insurance afforded to such additional insured only applies to the extent permitted by law; and d. If coverage provided to the additional insured is required by a contract or agreement, the insurance afforded to such additional insured will not be broader than that which you are required by the contract or agreement to provide for such additional insured. e. This insurance ends at the earliest of the following times: (1) When any Named Insured(s) work called for in the written contract has been completed (2) When all of any Named Insured(s) work done at a job site has been completed if the written contract calls for work at more than one job site When that part of any Named Insured(s) work done at a job site has been put to its intended use by any person or organization other than the Named Insured or those acting on the Named Insured(s) behalf. Work that may need service, maintenance, correction, repair or replacement, but is otherwise complete, will be treated as completed f. This insurance does not apply to any additional insured scheduled on your policy by separate endorsement. For purposes of paragraph A. of this endorsement, the terms "you" and "your" refer to the Named Insured shown in the Declarations. (3) g. Includes copyrighted material of Insurance Services Page 1 of 3 Office, Inc., with its permission 3. Exclusions With respect to the insurance afforded to these additional insureds, the following additional exclusions apply to "bodily injury", "property damage" or "personal and advertising injury" arising out of: a. The rendering of or failure to render any professional services by you or on your behalf, but only with respect to either or both of the following operations: (1) Providing engineering, architectural or surveying services to others in your capacity as an engineer, architect or surveyor; and (2) Providing, or hiring independent professionals to provide, engineering, architectural or surveying services in connection with construction work you perform. b. Subject to Paragraph c. below, professional services include: (1) Preparing, approving, or failing to prepare or approve, maps, shop drawings, opinions, reports, surveys, field orders, change orders, or drawings and specifications; and (2) Supervisory or inspection activities performed as part of any related architectural or engineering activities. c. Professional services do not include services within construction means, methods, techniques, sequences and procedures employed by you or performed by or for the construction manager, its employees or its subcontractors in connection with your ongoing operations. This exclusion applies even if the claims against any insured allege negligence or other wrongdoing in the supervision, hiring, employment, training or monitoring of others by that insured, if the "occurrence" which caused the "bodily injury" or "property damage ", or the offense which caused the "personal and advertising injury", involved the rendering of, or the failure to render, any professional architectural, engineering or surveying services. 4. Limits of Insurance With respect to the insurance afforded to these additional insureds, the following is added to Section III - Limits Of Insurance: If coverage provided to the additional insured is required by a contract or agreement, the most we will pay on behalf of the additional insured is the amount of insurance: a. Required by the contract or agreement; or Page 2 of 3 b. Available under the applicable Limits of Insurance shown in the Declarations; whichever is less. This endorsement shall not increase the applicable Limits of Insurance shown in the Declarations. 5. Other Insurance For purposes of this endorsement, the following is added to the Section IV - Commercial General Liability Conditions, 4. Other Insurance condition and supersedes any provision to the contrary: This insurance is excess of all other insurance available to an additional insured whether on a primary, excess, contingent or any other basis. But, if required by a written contract or written agreement to be primary and noncontributory, this insurance will be primary to and will not seek contribution from any insurance on which the additional insured is a Named Insured. No other coverage or limit in the policy applies to loss or damage insured by this coverage. B. The following coverage is added: CONTRACTUAL LIABILITY - RAILROADS 1. With respect to operations performed for a Railroad within 50 feet of railroad property, the definition of "insured contract" in Section V - Definitions is replaced by the following: 9. "Insured Contract" means: a. A contract for a lease of premises. However, that portion of the contract for a lease of premises that indemnifies any person or organization for damage by fire to premises while rented to you or temporarily occupied by you with permission of the owner is not an "insured contract "; b. A sidetrack agreement; c. Any easement or license agreement; d. An obligation, as required by ordinance, to indemnify a municipality, except in connection with work for a municipality; e. An elevator maintenance agreement; f. That part of any other contract or agreement pertaining to your business (including an indemnification of a municipality in connection with work performed for a municipality) under Includes copyrighted material of Insurance Services CL CG 05 29 09 16 Office, Inc., with its permission which you assume the tort liability of another party to pay for "bodily injury" or property damage" to a third person or organization. Tort liability means a liability that would be imposed by law in the absence of any contract or agreement. Paragraph f. does not include that part of any contract or agreement: (1) That indemnifies an architect, engineer or surveyor for injury or damage arising out of: (a) Preparing, approving or failing to prepare or approve maps, shop drawings, opinions, reports, surveys, field orders, change orders or drawings and specifications; or (b) Giving directions or instructions, or failing to give them, if that is the primary cause of the injury or damage; (2) Under which the insured, if an architect, engineer or surveyor, assumes liability for an injury or damage arising out of the insured's rendering or failure to render professional services, including those listed in Paragraph (1) above and supervisory, inspection, architectural or engineering activities. 2. Other Insurance For purposes of this endorsement, the following is added to the Section IV - Commercial General Liability Conditions, 4. Other Insurance condition and supersedes any provision to the contrary: This insurance is excess of all other insurance that is Railroad Protective Liability or similar coverage for your work" performed for a Railroad. But, if required by a written contract or written agreement to be primary and noncontributory, this insurance will be primary to and will not seek contribution from any insurance on which the Railroad is a Named Insured. No other coverage or limit in the policy applies to loss or damage insured by this coverage. C. The following coverage is added: NON - EMPLOYMENT DISCRIMINATION LIABILITY This coverage contains a DEFENSE WITHIN LIMIT provision: The limit of liability for "Non - employment discrimination" coverage available to CL CG 05 29 09 16 pay settlements or judgments will be reduced, and may be exhausted, by defense expenses. The following is added to paragraph 14. "Personal and advertising injury" SECTION V - DEFINITIONS OF COMMERCIAL GENERAL LIABILITY COVERAGE FORM: h. "Non- employment discrimination" means violation of a person's civil rights with respect to such person's race, color, national origin, religion, gender, marital status, age, sexual orientation or preference, physical or mental condition, or any other protected class or characteristic established by any federal, state or local statutes, rules or regulations. "Non- employment discrimination" does not include violation of civil rights arising out of past, present or prospective employment. Any obligation to the insured to pay "non - employment discrimination" liability damages on your behalf applies only to the amount of damages in excess of $5,000 deductible as the result of any one offense regardless of the number of persons or organizations who sustain damages because of the offense. The most we will pay for all damages for "non - employment discrimination" is $15,000 annual aggregate. No other liability to pay sums or perform acts or services is covered. Supplementary Payments - Coverage A and B do not apply to non - employment discrimination. D. AGGREGATE LIMITS OF INSURANCE The General Aggregate Limit under SECTION III - LIMITS OF INSURANCE applies separately to each of your: 1. Projects away from premises owned by or rented to you. 2. "Locations" owned by or rented to you. "Location" means premises involving the same or connecting lots, or premises whose connection is interrupted only by a street, roadway, waterway or right -of -way of a railroad. When paragraph B. Construction Project General Aggregate Limit on form CL CG 00 20 is a part of this policy, then this endorsement CL CG 05 29 paragraph D. Aggregate Limits Of Insurance does not apply. Includes copyrighted material of Insurance Services Page 3 of 3 Office, Inc., with its permission This page has been left blank intentionally. COMMERCIAL GENERAL LIABILITY CL CG 20 71 09 16 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. ADDITIONAL INSURED - OWNERS, LESSEES, CONTRACTORS OR OTHERS - COMPLETED OPERATIONS - AUTOMATIC STATUS, INCLUDING PRIMARY NONCONTRIBUTORY This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART A. SECTION 1I - WHO IS AN INSURED is amended to include as an additional insured any person(s) or organization(s) when you are obligated by virtue of a written contract or agreement that such person or organization(s) be added as an additional insured to your policy. Such person(s) or organization(s) is an additional insured only with respect to liability for "bodily injury' or "property damage" or "personal and advertising injury" caused, in whole or in part by: (1) Acts or omissions of the Named Insured; or (2) The acts or omissions of those acting on behalf of the Named Insured; and included in the "products- completed operations hazard" This insurance applies only when you are required to add the additional insured by virtue of a written contract or agreement, provided the contract or agreement is: 1. Currently in effect or becomes effective during the term of this policy; and 2. Was executed prior to the "bodily injury' or "property damage" or "personal and advertising injury. However: a. The insurance afforded to such additional insured only applies to the extent permitted by law; and b. If coverage provided to the additional insured is required by a contract or agreement, the insurance afforded to such additional insured will not be broader than that which you are required by the contract or agreement to provide for such additional insured. CL CG 20 71 09 16 B. For purposes of this endorsement, throughout the policy, the terms "you" and "your" refer to the Named Insured shown in the Declarations. Exclusions With respect to the insurance afforded to these additional insureds, the following additional exclusions apply to "bodily injury" and "property damage" arising out of: 1. The rendering of or failure to render any professional services by you or on your behalf, but only with respect to either or both of the following operations: a. Providing engineering, architectural or surveying services to others in your capacity as an engineer, architect or surveyor; and b. Providing, or hiring independent professionals to provide, engineering, architectural or surveying services in connection with construction work you perform. This exclusion applies even if the claims against any insured allege negligence or other wrongdoing in the supervision, hiring, employment, training or monitoring of others by that insured, if the "occurrence" which caused the "bodily injury" or "property damage ", or the offense which caused the "personal and advertising injury, involved the rendering of, or the failure to render, any professional architectural, engineering or surveying services. 2. Subject to Paragraph 3. below, professional services include: a. Preparing, approving, or failing to prepare or approve, maps, shop drawings, opinions, reports, surveys, field orders, change orders, or drawings and specifications; and Includes copyrighted material of Insurance Services Page 1 of 2 Office, Inc., with its permission b. Supervisory or inspection activities performed as part of any related architectural or engineering activities. 3. Professional services do not include services within construction means, methods, techniques, sequences and procedures employed by you or performed by or for the construction manager, its employees or its subcontractors in connection with your ongoing operations. C. Limits of Insurance With respect to the insurance afforded to these additional insureds, the following is added to Section III - Limits Of Insurance: If coverage provided to the additional insured is required by a contract or agreement, the most we will pay on behalf of the additional insured is the amount of insurance: 1. Required by the contract or agreement; or 2. Available under the applicable Limits of Insurance shown in the Declarations; whichever is less. This endorsement shall not increase the applicable Limits of Insurance shown in the Declarations. Page 2 of 2 D. Other Insurance For purposes of this endorsement, the following is added to the Section IV - Commercial General Liability Conditions, 4. Other Insurance condition and supersedes any provision to the contrary: This insurance is excess of all other insurance available to an additional insured whether on a primary, excess, contingent or any other basis. But, if required by a written contract or written agreement to be primary and noncontributory, this insurance will be primary to and will not seek contribution from any insurance on which the additional insured is a Named Insured. No other coverage or limit in the policy applies to loss or damage insured by this coverage. Includes copyrighted material of Insurance Services CL CG 20 71 09 16 Office, Inc., with its permission COMMERCIAL GENERAL LIABILITY CL CG 04 92 09 16 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. GENERAL LIABILITY ULTRA PLUS ENDORSEMENT This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART SUMMARY OF COVERAGE EXTENSIONS Provision Name Of Coverage Extension Included or Limit of Insurance A. Miscellaneous Additional Insureds Included B. Expected Or Intended Injury Or Damage Included C. Knowledge Of Occurrence Included D. Legal Liability — Damage To Premises Rented To You (Fire, Lightning, Explosion, Smoke, Or Leakage From Automatic Fire Protective Systems) $300,000 E. Medical Payments $10,000 F. Mobile Equipment Redefined Included G. Newly Formed Or Acquired Organization, Partnership Or Limited Liability Company And Extended Period Of Coverage Included H. Who Is An Insured — Amendment Included I. Non -Owned Watercraft (Increased to maximum length of less than 51 feet) Included J. Supplementary Payments — Increased Limits 1. Bail Bonds 2. Loss Of Earnings $ 3,000 $ 1,000 K. Unintentional Omission Or Unintentional Error In Disclosure Included L. Waiver Of Transfer Of Rights Of Recovery Against Others Included M. Liberalization Clause Included N. Incidental Medical Malpractice Included The above is a summary only. Please consult the specific provisions that follow for complete information on the extensions provided. The provisions of the Commercial General Liability Coverage Part apply except as otherwise provided in this endorsement. This endorsement applies only if such Coverage Part is included in this policy. A. MISCELLANEOUS ADDITIONAL INSUREDS 1. Section II — Who Is An Insured is amended to include as an insured any person or organization (referred to as an additional insured below) described in Paragraphs A.1.c.(1) through A.1.c.(8) below when you and such person or organization have agreed in writing in a contract or agreement that such person or organization be added as an additional insured on your policy, provided that: a. The written contract or written agreement is: (1) Currently in effect or becoming effective during the term of this policy; and (2) Fully executed by you and the additional insured prior to the "bodily injury ", "property damage" or "per- sonal and advertising injury". CL CG 04 92 09 16 Includes copyrighted material of Insurance Services Office, Inc., with its permission Page 1 of 7 b. The insurance afforded by this provision does not apply to any person or organization included as an additional insured by a separate endorsement issued by us and made a part of this policy or coverage part. c. Only the following persons or organi- zations are additional insureds under this provision, with coverage for such additional insureds limited as provided herein: (1) 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 part of the premises leased to you and subject to the following additional exclusions: This insurance does not apply to: (a) Any "occurrence" which takes place after you cease to be a tenant in that premises. (b) Structural alterations, new con- struction or demolition operations performed by or on behalf of such additional insured. (2) 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 covered premises by you. This insurance does not apply to structural alterations, new con- struction or demolition operations performed by or on behalf of such additional insured. (3) Owners Or Other Interests From Whom Land Has Been Leased An owner or other interest from whom land has been leased to you but only with respect to liability arising out of the ownership, mainte- nance or use of that part of the land leased to you and subject to the following additional exclusions: This insurance does not apply to: (a) Any "occurrence" which takes place after you cease to lease that land. (b) Structural alterations, new con- struction or demolition operations CL CG 04 92 09 16 performed by or on behalf of such additional insured. (4) Lessor Of Leased Equipment Any person(s) or organization(s) from whom you lease equipment but only with respect to liability for "bodily injury", "property damage" or "per- sonal and advertising injury" caused, in whole or in part, by your maintenance, operation or use of equipment leased to you by such person(s) or organization(s). A person's or organization's status as an additional insured under this endorsement ends when their written contract or written agreement with you for such leased equipment ends. This insurance does not apply to any "occurrence" which takes place after the equipment lease expires. State, Municipality, Governmental Agency Or Subdivision Or Other Political Subdivision — Permits Or Authorizations Relating To Premises (5) Any state, municipality, govern- mental agency or subdivision or other political subdivision subject to the following additional provisions: (a) This insurance applies only with respect to: (i) The following hazards for which the state, municipality, governmental agency or subdivision or other political subdivision has issued a permit or authorization in connection with premises you own, rent or control and to which this insurance applies: (1.1) The existence, maintenance, repair, construction, erection or removal of adver- tising signs, awnings, canopies, cellar entrances, coal holes, driveways, manholes, marquees, hoist away openings, sidewalk vaults, street banners or decorations and similar exposures; or Includes copyrighted material of Insurance Services Office, Inc., Page 2 of 7 with its permission (1.2) The construction, erec- tion or removal of elevators; or (1.3) The ownership, main- tenance or use of any elevators covered by this insurance. (ii) Operations performed by you or on your behalf for which the state, municipality, governmental agency or subdivision or other political subdivision has issued a permit or authorization. (b) This insurance does not apply to "bodily injury", "property dam- age" or "personal and advertising injury" arising out of operations performed for the state, munici- pality, governmental agency or subdivision or other political subdivision. (6) Controlling Interest Any person(s) or organization(s) with a controlling interest in the Named Insured but only with respect to their liability arising out of: (a) Their financial control of you; or (b) Premises they own, maintain or control while you lease or occupy these premises. This insurance does not apply to structural alterations, new con- struction or demolition operations performed by or for such person(s) or organization(s). Co -Owner Of Insured Premises (7) (8) A co -owner of a premises co -owned by you and covered under this insurance but only with respect to the co- owner's liability as co -owner of such premises. Vendors (a) Any person(s) or organization(s) (referred to as vendor), 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. CL CG 04 92 09 16 The insurance afforded the vendor does not apply to: (i) "Bodily injury" or "property damage" for which the vendor is obligated to pay damages by reason of the assumption of liability in a written contract or written agreement. This exclusion does not apply to liability for damages that the vendor would have in the absence of the written contract or written agreement; (ii) Any express warranty unau- thorized by you; (iii) Any physical or chemical change in the product made intentionally by the vendor; (iv) Repackaging, except when unpacked solely for the purpose of inspection, demonstration, testing, or the substitution of parts under instructions from the manu- facturer, and then repackaged in the original container; (v) 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; (vi) Demonstration, installation, servicing or repair opera- tions, except such operations performed at the vendor's premises in connection with the sale of the product; (vii) Products which, after distri- bution 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 Includes copyrighted material of Insurance Services Office, Inc., Page 3 of 7 with its permission (viii) "Bodily injury" or "property damage" arising out of the sole negligence of the vendor for its own acts or omissions or those of its employees or anyone else acting on its behalf. How- ever, this exclusion does not apply to: (1.1) The exceptions contained in Sub- paragraphs (iv) or (vi); or (1.2) Such inspections, ad- justments, tests or servicing as the vendor has agreed to make or normally undertakes to make in the usual course of business, in con- nection with the distribution or sale of the products. (b) This insurance does not apply to any insured person or organi- zation, from whom you have acquired products, or any ingredient, part or container, entering into, accompanying or containing such products. 2. With respect to coverage provided by this Provision A. Miscellaneous Additional Insureds, the following additional provisions apply: a. Any insurance provided to an additional insured designated under Paragraphs A.1.c.(1) through A.1.c.(8) above does not apply: (1) To "bodily injury' or "property damage" included within the "products- completed operations hazard "; or (2) To "bodily injury", "property damage" or "personal and advertising injury" arising out of the sole negligence of such additional insured. b. The insurance afforded to such additional insured only applies to the extent permitted by law. c. The insurance afforded to such additional insured will not be broader than that which you are required to provide by the written contract or written agreement. 3. With respect to the insurance afforded to the additional insureds within this Provision A. Miscellaneous Additional Insureds, the following is added to Section III — Limits Of Insurance: The most we will pay on behalf of the additional insured is the amount of insurance: a. Required by the written contract or written agreement; or b. Available under the applicable Limits Of Insurance shown in the Declarations; whichever is less. This endorsement shall not increase the applicable Limits Of Insurance shown in the Declarations. B. EXPECTED OR INTENDED INJURY OR DAMAGE Exclusion 2.a. Expected Or Intended Injury of Section I — Coverage A — Bodily Injury And Property Damage Liability is deleted and replaced by the following: a. Expected Or Intended Injury Or Damage "Bodily injury" or "property damage" expected or intended from the standpoint of the insured. This exclusion does not apply to "bodily injury" or "property damage" resulting from the use of reasonable force to protect persons or property. C. KNOWLEDGE OF OCCURRENCE Paragraph 2.a. Duties In The Event Of Occurrence, Offense, Claim Or Suit of Section IV — Commercial General Liability Conditions is deleted and replaced by the following: a. You must see to it that we are notified as soon as practicable of an "occurrence" or an offense which may result in a claim only when the "occurrence" or offense is known to: (1) You, if you are an individual; (2) A partner, if you are a partnership; (3) A manager, if you are a limited liability company; or (4) An "executive officer" or the "employee" designated by you to give such notice, if you are an organization other than a partnership or a limited liability company. To the extent possible, notice should include: (i) How, when and where the "occurrence" or offense took place; CL CG 04 92 0916 Includes copyrighted material of Insurance Services Office, Inc., Page 4 of 7 with its permission (ii) The names and addresses of any injured persons and witnesses; and (iii) The nature and location of any injury or damage arising out of the "occurrence" or offense. D. LEGAL LIABILITY — DAMAGE TO PREMISES RENTED TO YOU (Fire, Lightning, Explosion, Smoke, Or Leakage From Automatic Fire Protective Systems) If damage to premises rented to you is not otherwise excluded from this policy or coverage part, then the following provisions apply: 1. Under Section 1 — Coverage A — Bodily Injury And Property Damage Liability, the last paragraph (after the exclusions) is deleted and replaced by the following: Exclusions c. through n. do not apply to dam- age by fire, lightning, explosion, "smoke ", or leakage from automatic fire protective systems to premises while rented to you or temporarily occupied by you with the permission of the owner. A separate limit of insurance applies to this coverage as described in Section III — Limits Of Insurance. 2. The paragraph immediately after Sub- paragraph j.(6) of Paragraph 2. Exclusions of Section I — Coverage A — Bodily Injury And Property Damage Liability is deleted and replaced by the following: Paragraphs (1), (3) and (4) of this exclusion do not apply to "property damage" (other than damage by fire, lightning, explosion, "smoke ", or leakage from automatic fire protective systems) to premises, including the contents of such premises, rented to you for a period of seven or fewer consecutive days. A separate limit of insurance applies to Damage To Premises Rented To You as described in Section III — Limits Of Insurance. 3. Paragraph 6. of Section III — Limits Of Insurance is deleted and replaced by the following: 6. Subject to Paragraph 5. above, the greater of: a. $300,000; or b. The Damage To Premises Rented To You Limit shown in the Declarations, is the most we will pay under Coverage A for damages because of "property damage" to premises while rented to CL CG 04920916 you, or in the case of damage by fire, lightning, explosion, "smoke ", or leakage from automatic fire protective systems, while rented to you or temporarily occupied by you with permission of the owner. This limit will apply to all damage proximately caused by the same event, whether such damage results from fire, lightning, explosion, "smoke ", leakage from automatic fire protective systems, or other covered causes of loss or any combination thereof. 4. Subparagraph b.(1)(a)(ii) of Paragraph 4. Other Insurance of Section IV — Commercial General Liability Conditions is deleted and replaced by the following: (ii) That is fire, lightning, explosion, "smoke" or leakage from automatic fire protective systems insurance for premises rented to you or temporarily occupied by you with permission of the owner; 5. Subparagraph a. of Definition 9. "Insured contract" of Section V — Definitions is deleted and replaced by the following: a. A contract for a lease of premises. However, that portion of the contract for a lease of premises that indemnifies any person or organization for damage by fire, lightning, explosion, "smoke" or leakage from automatic fire protective systems to premises while rented to you or temporarily occupied by you with permission of the owner is not an "insured contract ". 6. As used in this Provision D. Legal Liability — Damage To Premises Rented To You: "Smoke" does not include smoke from agricultural smudging, industrial operations or "hostile fire ". E. MEDICAL PAYMENTS If Coverage C — Medical Payments is not otherwise excluded from this policy or coverage part, the Medical Expense Limit is changed, subject to the terms of Section III — Limits Of Insurance, to the greater of: a. $10,000; or b. The Medical Expense Limit shown in the Declarations. F. MOBILE EQUIPMENT REDEFINED Subparagraph f.(1) of Definition 12. "Mobile equipment" of Section V — Definitions is deleted and replaced by the following: Includes copyrighted material of Insurance Services Office, Inc., Page 5 of 7 with its permission (1) Equipment with a gross vehicle weight of 1,000 pounds or more and designed primarily for: (a) Snow removal; (b) Road maintenance, but not construction or resurfacing; or (c) Street cleaning; G. NEWLY FORMED OR ACQUIRED ORGANIZA- TION, PARTNERSHIP OR LIMITED LIABILITY COMPANY AND EXTENDED PERIOD OF COVERAGE Paragraph 3. of Section I1 — Who Is An Insured is deleted and replaced by the following: 3. Any organization you newly acquire or form, other than a joint venture, and over which you maintain ownership or: a. Majority interest of more than 50% if you are a corporation; b. Majority interest of more than 50% as a general partner of a newly acquired or formed partnership; and /or c. Majority interest of more than 50% as an owner of a newly acquired or formed limited liability company; will qualify as a Named Insured if there is no other similar insurance available to that organization. However, for these organiza- tions: (i) Coverage under this provision is afforded only until the next anniversary date of this policy's effective date after you acquire or form the organization, partnership or limited liability company, or the end of the policy period, whichever is earlier; (ii) Section 1 — Coverage A — Bodily Injury And Property Damage Liability does not apply to "bodily injury" or "property damage" that occurred before you acquired or formed the organization, partnership or limited liability company; (iii) Section I — Coverage B — Personal And Advertising Injury Liability does not apply to "personal and advertising injury" arising out of an offense committed before you acquired or formed the organization, partnership or limited liability company; (iv) Coverage applies only when operations of the newly acquired organization, partnership or limited liability company are the same or similar to the operations of insureds already covered under this insurance; (v) Coverage only applies for those limited liability companies who have established a date of formation as recorded within the filed state articles of organization, certificates of formation or certificates of organization; and (vi) Coverage only applies for those part- nerships who have established a date of formation as recorded within a written partnership agreement or partnership certificate. H. WHO IS AN INSURED — AMENDMENT The last paragraph of Section 11 — Who Is An Insured is deleted and replaced by the following: No person or organization is an insured with respect to the conduct of any: a. Current partnership or limited liability company, unless otherwise provided for under Paragraph 3. of Section II — Who Is An Insured; b. Current joint venture; or c. Past partnership, joint venture or limited liability company; that is not shown as a Named Insured in the Declarations. I. NON -OWNED WATERCRAFT Subparagraph (2) of Exclusion 2.g. Aircraft, Auto Or Watercraft of Section I — Coverage A — Bodily Injury And Property Damage Liability is deleted and replaced by the following: (2) A watercraft you do not own that is: (a) Less than 51 feet long; and (b) Not being used to carry persons or property for a charge. J. SUPPLEMENTARY PAYMENTS — INCREASED LIMITS Section I — Supplementary Payments Coverages A And B is changed as follows: 1. The limit shown in Paragraph 1.b. for the cost of bail bonds is changed from $250 to $3,000; and 2. The limit shown in Paragraph 1.d. for loss of earnings because of time off from work is changed from $250 a day to $1,000 a day. CL CG 04 92 09 16 Includes copyrighted material of Insurance Services Office, Inc., with its permission Page 6 of 7 K. UNINTENTIONAL OMISSION OR UNINTEN- TIONAL ERROR IN DISCLOSURE The following provision is added to Paragraph 6. Representations of Section IV — Commercial General Liability Conditions: However, the unintentional omission of, or unintentional error in, any information given or provided by you shall not prejudice your rights under this insurance. This provision does not affect our right to collect additional premium or to exercise our right of cancellation or non - renewal. L. WAIVER OF TRANSFER OF RIGHTS OF RECOVERY AGAINST OTHERS The following is added to Paragraph 8. Transfer Of Rights Of Recovery Against Others To Us of Section IV — Commercial General Liability Conditions: We waive any right of recovery we may have against any person or organization because of payments we make for injury or damage arising out of your ongoing operations or "your work" and included in the "products- completed operations hazard" when you have agreed in a written contract or written agreement that any right of recovery is waived for such person or organization. This waiver applies only to the person(s) or organization(s) agreed to in the written contract or written agreement and is subject to those provisions. This waiver does not apply unless the written contract or written agreement has been executed prior to the "bodily injury" or "property damage ". However, if any person or organization is separately scheduled on a separate waiver of transfer of rights of recovery which is attached to this policy, then this waiver does not apply. CL CG 04 92 09 16 M. LIBERALIZATION CLAUSE The following is added to Section IV — Commercial General Liability Conditions: If we adopt a mandatory attachment form change which broadens coverage under this edition of the Commercial General Liability CG0001 for no additional charge, and those changes are intended to apply to all insureds under this edition of CG0001, that change will automatically apply to your insurance as of the date we implement the change in your state. This liberalization clause does not apply to changes implemented through introduction of a subsequent edition of the Commercial General Liability form CG0001. N. INCIDENTAL MEDICAL MALPRACTICE 1. Paragraph 2.a.(1)(d) of Section II — Who Is An Insured does not apply to a physician, nurse practitioner, physician assistant, nurse, emergency medical technician or paramedic employed by you if you are not in the business or occupation of providing medical, paramedical, surgical, dental, x -ray or nursing services. 2. This provision is excess over any other valid and collectible insurance whether such insurance is primary, excess, contingent or on any other basis. Any payments by us will follow Paragraph 4.b. of Section IV — Commercial General Liability Conditions. Includes copyrighted material of Insurance Services Office, Inc., Page 7 of 7 with its permission This page has been Left blank intentionally. COMMERCIAL LIABILITY UMBRELLA CL CU 24 74 09 13 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. BLANKET WAIVER OF TRANSFER OF RIGHTS OF RECOVERY AGAINST OTHERS TO US This endorsement modifies insurance provided under the following: COMMERCIAL LIABILITY UMBRELLA COVERAGE PART The Transfer Of Rights Of Recovery Against Others To Us Condition under Section IV - Conditions is amended by the addition of the following: We waive any right of recovery we may have because of payments we make for "bodily injury" or "property damage" arising out of your ongoing operations or your work" done under a written contract requiring such waiver with that person or organization and included in the "products - completed operations hazard ". However, our rights may only be waived prior to the 'occurrence" giving rise to the injury or damage for which we make payment under this Coverage Part. The insured must do nothing after a loss to impair our rights. At our request, the insured will bring "suit" or transfer those rights to us and help us enforce those rights. CL CU 24 74 0913 Includes copyrighted material of Insurance Services Page 1 of 1 Offices, Inc. with its permission This page has been left blank intentionally.