Loading...
The URL can be used to link to this page
Your browser does not support the video tag.
AG 17-163
RETURN TO: PW ADMIN EXT: 2700 ID #: 151 c /„� CITY OF FEDERAL WAY LAW DEPARTMENT ROUTING FORM 1. ORIGINATING DEPT/DIV: PUBLIC WORKS /\ COL t_. blv 2. ORIGINATING STAFF PERSON: �G .\ VV.) EXT: 2:4-16M 3. DATE REQ. BY: 1 11 41 ri. 3. TYPE OF DOCUMENT (CHECK ONE): CONTRACTOR SELECTION DOCUMENT ❑ PUBLIC WORKS CONTRACT XPROFESSIONAL SERVICE AGREEMENT ❑ GOODS AND SERVICE AGREEMENT ❑ REAL ESTATE DOCUMENT ❑ ORDINANCE ❑ CONTRACT AMENDMENT (AG #): ❑ OTHER (E.G., RFB, RF RFQ ❑ SMALL OR LIMITED PUBLIC WORKS CONTRACT ❑ MAINTENANCE AGREEMENT ❑ HUMAN SERVICES / CDBG ❑ SECURITY DOCUMENT (E.G. BOND RELATED DOCUMENTS) ❑ RESOLUTION ❑ INTERLOCAL 4. PROJECT NAME: ZOU JI" p ^ e, Dpi VJ L TC 0 . /X ( 1N S 5. NAME OF C ONTRACTOR 66- C / �ijt � V i I 1 k, Inc- ADDRESS: 13m-61 s i - sw I' 1A.p Ie, (L) -4Q311 TELEPHONE:LXJ' V. TID.(467 E- MAIL: I J1'Ir `t' L Z 1/� G��. WW1 FAX: lb* 710 • ti�-1 I SIGNATURE NAME: �.Q,M/u TITLE: fra51112h.f O 6. EXHIBITS AND ATTACHMENTS: ❑ SCOPE, WORK OR SERVICES ❑ COMPENSATION ❑ INSURANCE REQUIREMENTS /CERTIFICATE ❑ ALL OTHER REFERENCED EXHIBITS,, ❑ PROOF OF AUTHORITY TO SIGN o REQUIRED LICENSES ❑ PRIOR CONTRACT/ ENDMENTS CFW LICENSE # I4 iOHO BL, EXP. 12/31/ 11 um #(Qot4-15 12+ EXP. o /A'i e 7. TERM: COMMENCEMENT DATE: [D /R7 /1 7 COMPLETION DATE: el 1 1 8. TOTAL COMPENSATION: $ 1. 1 ` 10 .7 (INCLUDE EXPENSES AND SALES TAX, IF ANY) (IF CALCULATED ON HOURLY LABOR REIMBURSABLE EXPENSE: IS SALES TAX OWED: RETAINAGE: RETAINAGE AMOUNT: PURCHASING: PLEASE CHARGE 9. DOCUMENT / CONTRACT REVIEW PROJECT MANAGER 94 DIVISION MANAGER ,4DEPUTYDIRECTOR DIRECTOR ❑ RISK MANAGEMENT (IF APPLICABLE) LAW DEPT 10. COUNCIL APPROVAL (IF APPLICABLE) 11. CONTRACT SIGNATURE ROUTING Xi SENT TO VENDOR/CONTRACTOR ❑ ATTACH: SIGNATURE AUTHORITY, ACREATE ELECTRONIC REMINDER/NOTIFICATION (INCLUDE DEPT. SUPPORT STAFF LAW DEPT SIGNATORY 9& -BEAR) A CITY CLERK'_- ASSIGNED AG # SIGNED COPY RETURNED ❑ RETURN ONE QORIGINA(L COMMENTS: ELU" " ORIGINALS tO 1( ` CHARGE - ATTACH SCHEDULES OF EMPLOYEES TITLES AND HOLIDAY RATES) ❑ YES ❑ NO IF YES, MAXIMUM DOLLAR AMOUNT: $ ❑ YES ❑ NO IF YES, $ PAID BY: ❑ CONTRACTOR ❑ CITY 0 RETAINAGE AGREEMENT (SEE CONTRACT) OR ❑ RETAINAGE BOND PROVIDED TO: iV' - L300 - -5%4-5. ' to . g i D „4 �� INITIAL / DATE R� VIE D INITIAL / DA l ' 'P' • 11 114 11- '� 14 L I } IZ Sir ZJ9'? p3 Oc-- 10'7 \J r.. 4 ' t�� `�� 1 _ { t (11 Q (4 I c(cif 7 COMMITTEE APPROVAL DATE: COUNCIL APPROVAL DATE: Q � DATE SENT: 10/4/17 DATE REC'D: tO 11.g < 11 INSURANCE CERTIFICATE, LICENSES, EXHIBITS FOR 1 MONTH PRIOR TO EXPIRATION DATE IF NECESSARY AND FEEL FREE TO SET NOTIFICATION MORE THAN A MONTH IN ADVANCE IF COUNCIL APPROVAL IS NEEDED.) INITIAL / DATE SIGNED 4.11MME 7'� �//— ■ 411i111 AG# 11:14. DATE SENT: 11- OI -11- �l ,/ �� O Jr^ , l t 7 l %i5 a� t./.� a S �/C7 N/9 I R 0, .....,-A v,00 feaNas , (..", Z. 0.. r.\.,‘ c rn 4..i % b-o ClAI a Vt4.0A % ••s tA'V \ b:.A S Aw■i et..,J e. 1 w O t ov∎50MY.v∎Iti wk. MN% L. Z..s ( e.....,.Z. o— 0Qh-t,`i 4/2017 CITY OF Federal Way CITY HALL 33325 8th Avenue South Federal Way, WA 98003 -6325 (253) 835 -7000 www.cityoffederalvvay.com PROFESSIONAL SERVICES AGREEMENT FOR 2017 AVERAGE DAILY TRAFFIC COUNTS This Professional Services Agreement ( "Agreement ") is made between the City of Federal Way, a Washington municipal corporation ( "City "), and Traffic Count Consultants, 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: TRAFFIC COUNT CONSULTANTS, INC. Jennifer Hodge 1300 9th Street Southwest Puyallup, WA 98371 (253) 770 -1407 (telephone) (253) 770- 1411(facsimile) Team @TC2inc.com CITY OF FEDERAL WAY: Sarady Long 33325 8th Avenue South Federal Way, WA 98003 -6325 (253) 835 -2743 (telephone) (253) 835 -2709 (facsimile) Sarady .Long @cityoffederalway.com The Parties agree as follows: 1. TERM. The term of this Agreement shall commence upon the effective date of this Agreement, which shall be the date of mutual execution, and shall continue until the completion of the Services specified in this Agreement, but in any event no later than March 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 3/2017 Federal Way CITY HALL 33325 8th Avenue South Federal Way, WA 98003 -6325 (253) 835 -7000 www. cityoffederalway com 4.2 Method of Payment. On a monthly basis, the Contractor shall submit a voucher or invoice in the form specified by the City, including a description of what Services have been performed, the name of the personnel performing such Services, and any hourly labor charge rate for such personnel. The Contractor shall also submit a final bill upon completion of all Services. Payment shall be made on a monthly basis by the City only after the Services have been performed and within thirty (30) days following receipt and approval by the appropriate City representative of the voucher or invoice. If the Services do not meet the requirements of this Agreement, the Contractor will correct or modify the work to comply with the Agreement. The City may withhold payment for such work until the work meets the requirements of the Agreement. 4.3 Non - Appropriation of Funds. If sufficient funds are not appropriated or allocated for payment under this Agreement for any future fiscal period, the City will not be obligated to make payments for Services or amounts incurred after the end of the current fiscal period, and this Agreement will terminate upon the completion of all remaining Services for which funds are allocated. No penalty or expense shall accrue to the City in the event this provision applies. 5. INDEMNIFICATION. 5.1 Contractor Indemnification. The Contractor agrees to release, indemnify, defend, and hold the City, its elected officials, officers, employees, agents, representatives, insurers, attorneys, and volunteers harmless from any and all claims, demands, actions, suits, causes of action, arbitrations, mediations, proceedings, judgments, awards, injuries, damages, liabilities, taxes, losses, fines, fees, penalties expenses, attorney's fees, costs, and/or litigation expenses to or by any and all persons or entities, including, without limitation, their respective agents, licensees, or representatives; arising from, resulting from, or in connection with this Agreement or the acts, errors or omissions of the Contractor in performance of this Agreement, except for that portion of the claims caused by the City's sole negligence. Should a court of competent jurisdiction determine that this Agreement is subject to RCW 4.24.115, then, in the event of liability for damages arising out of bodily injury to persons or damages to property caused by or resulting from the concurrent negligence of the Contractor and the City, the Contractor's liability, including the duty and cost to defend, hereunder shall be only to the extent of the Contractor's negligence. Contractor shall ensure that each sub - contractor shall agree to defend and indemnify the City, its elected officials, officers, employees, agents, representatives, insurers, attorneys, and volunteers to the extent and on the same terms and conditions as the Contractor pursuant to this paragraph. The City's inspection or acceptance of any of Contractor's work when completed shall not be grounds to avoid any of these covenants of indemnification. 5.2 Industrial Insurance Act Waiver. It is specifically and expressly understood that the Contractor waives any immunity that may be granted to it under the Washington State industrial insurance act, Title 51 RCW, solely for the purposes of this indemnification. Contractor's indemnification shall not be limited in any way by any limitation on the amount of damages, compensation or benefits payable to or by any third party under workers' compensation acts, disability benefit acts or any other benefits acts or programs. The Parties acknowledge that they have mutually negotiated this waiver. 5.3 City Indemnification. The City agrees to release, indemnify, defend and hold the Contractor, its officers, directors, shareholders, partners, employees, agents, representatives, and sub - contractors harmless from any and all claims, demands, actions, suits, causes of action, arbitrations, mediations, proceedings, judgments, awards, injuries, damages, liabilities, losses, fines, fees, penalties expenses, attorney's fees, costs, and/or litigation expenses to or by any and all persons or entities, including without limitation, their respective agents, licensees, or representatives, arising from, resulting from or connected with this Agreement to the extent solely caused by the negligent acts, errors, or omissions of the City. 5.4 Survival. The provisions of this Section shall survive the expiration or termination of this Agreement with respect to any event occurring prior to such expiration or termination. 6. INSURANCE. The Contractor agrees to carry insurance for liability which may arise from or in connection with the performance of the services or work by the Contractor, their agents, representatives, employees, or subcontractors for the duration of the Agreement and thereafter with respect to any event occurring prior to such expiration or termination as follows: PROFESSIONAL SERVICES AGREEMENT - 2 - 3/2017 CITY Of L Federal Way CITY HALL 33325 8th Avenue South Federal Way, WA 98003 -6325 (253) 835 -7000 www cityoffederaiway com 6.1. Minimum Limits. The Contractor agrees to carry as a minimum, the following insurance, in such forms and with such carriers who have a rating that is satisfactory to the City: a. Commercial general liability insurance covering liability arising from premises, operations, independent contractors, products - completed operations, stopgap liability, personal injury, bodily injury, death, property damage, products liability, advertising injury, and liability assumed under an insured contract with limits no less than $1,000,000 for each occurrence and $2,000,000 general aggregate. b. Workers' compensation and employer's liability insurance in amounts sufficient pursuant to the laws of the State of Washington. c. Automobile liability insurance covering all owned, non - owned, hired, and leased vehicles with a minimum combined single limits in the minimum amounts required to drive under Washington State law per accident for bodily injury, including personal injury or death, and property damage. d. Professional liability insurance with limits no less than $1,000,000 per claim and $2,000,000 policy aggregate for damages sustained by reason of or in the course of operation under this Agreement, whether occurring by reason of acts, errors or omissions of the Contractor. 6.2. No Limit of Liability. Contractor's maintenance of insurance as required by this Agreement shall not be construed to limit the liability of the Contractor to the coverage provided by such insurance, or otherwise limit the City's recourse to any remedy available at law or in equity. The Contractor's insurance coverage shall be primary insurance with respect to the City. Any insurance, self - insurance, or insurance pool coverage maintained by the City shall be excess of the Contractor's insurance and shall not contribute with Contractor's insurance. 6.3. Additional Insured, Verification. The City shall be named as additional insured on all commercial general liability insurance policies. Concurrent with the execution of this Agreement, Contractor shall provide certificates of insurance for all commercial general liability policies attached hereto as Exhibit C and incorporated by this reference. At the City's request, Contractor shall furnish the City with copies of all insurance policies and with evidence of payment of premiums or fees of such policies. If Contractor's insurance policies are "claims made," Contractor shall be required to maintain tail coverage for a minimum period of three (3) years from the date this Agreement is terminated or upon project completion and acceptance by the City. 6.4 Survival. The provisions of this Section shall survive the expiration or termination of this Agreement. 7. CONFIDENTIALITY. All information regarding the City obtained by Contractor in performance of this Agreement shall be considered confidential and subject to applicable laws. Breach of confidentiality by the Contractor may be grounds for immediate termination. All records submitted by the City to the Contractor will be safeguarded by the Contractor. The Contractor will fully cooperate with the City in identifying, assembling, and providing records in case of any public records request. 8. WORK PRODUCT. All originals and copies of work product, including plans, sketches, layouts, designs, design specifications, records, files, computer disks, magnetic media, or material that may be produced or modified by Contractor while performing the Services shall belong to the City upon delivery. The Contractor shall make such data, documents, and files available to the City and shall deliver all needed or contracted for work product upon the City's request. At the expiration or termination of this Agreement, all originals and copies of any such work product remaining in the possession of Contractor shall be delivered to the City. 9. BOOKS AND RECORDS. The Contractor agrees to maintain books, records, and documents which sufficiently and properly reflect all direct and indirect costs related to the performance of the Services specified in this Agreement, and maintain such accounting procedures and practices as may be deemed necessary by the City to assure proper accounting of all funds paid pursuant to this Agreement. These records shall be subject, at all reasonable times, to inspection, review, or audit by the City, its authorized representative, the State Auditor, or other governmental officials authorized by law to monitor this Agreement. PROFESSIONAL SERVICES AGREEMENT 3 - 3/2017 CITY OF L Federal Way CITY HALL 33325 8th Avenue South Federal Way, WA 98003 -6325 (253) 835 -7000 www cityoffederatway com 10. INDEPENDENT CONTRACTOR. The Parties intend that the Contractor shall be an independent contractor and that the Contractor has the ability to control and direct the performance and details of its work, the City being interested only in the results obtained under this Agreement. The City shall be neither liable nor obligated to pay Contractor sick leave, vacation pay, or any other benefit of employment, nor to pay any social security or other tax that may arise as an incident of this Agreement. Contractor shall take all necessary precautions and shall be responsible for the safety of its employees, agents, and subcontractors in the performance of the Services specified in this Agreement and shall utilize all protection necessary for that purpose. All work shall be done at Contractor's own risk, and Contractor shall be responsible for any loss of or damage to materials, tools, or other articles used or held for use in connection with the Services. The Contractor shall pay all income and other taxes due except as specifically provided in Section 4 of this Agreement. Industrial or any other insurance that is purchased for the benefit of the City, regardless of whether such may provide a secondary or incidental benefit to the Contractor, shall not be deemed to convert this Agreement to an employment contract. If the Contractor is a sole proprietorship or if this Agreement is with an individual, the Contractor agrees to notify the City and complete any required form if the Contractor retired under a State of Washington retirement system and agrees to indemnify any losses the City may sustain through the Contractor's failure to do so. 11. CONFLICT OF INTEREST. It is recognized that Contractor may or will be performing professional services during the Term for other entities or persons; however, such performance of other services shall not conflict with or interfere with Contractor's ability to perform the Services. Contractor agrees to resolve any such conflicts of interest in favor of the City. Contractor confirms that Contractor does not have a business interest or a close family relationship with any City officer or employee who was, is, or will be involved in the Contractor's selection, the negotiation, drafting, signing, administration of this Agreement, or the evaluation of the Contractor's performance. 12. EQUAL OPPORTUNITY EMPLOYER. In all services, programs, activities, hiring, and employment made possible by or resulting from this Agreement or any subcontract, there shall be no discrimination by Contractor or its subcontractors of any level, or any of those entities' employees, agents, subcontractors, or representatives against any person because of sex, age (except minimum age and retirement provisions), race, color, religion, creed, national origin, marital status, honorably discharged veteran or military status, sexual orientation including gender expression or identity, or the presence of any disability, including sensory, mental or physical handicaps, unless based upon a bona fide occupational qualification in relationship to hiring and employment. This requirement shall apply, but not be limited to the following: employment, advertising, layoff or termination, rates of pay or other forms of compensation, and selection for training, including apprenticeship. Contractor shall comply with and shall not violate any of the terms of Chapter 49.60 RCW, Title VI of the Civil Rights Act of 1964, the Americans With Disabilities Act, Section 504 of the Rehabilitation Act of 1973, 49 CFR Parts 21, 21.5, and 26, or any other applicable federal, state, or local law or regulation regarding non- discrimination. 13. GENERAL PROVISIONS. 13.1 Interpretation and Modification. This Agreement, together with any attached Exhibits, contains all of the agreements of the Parties with respect to any matter covered or mentioned in this Agreement and no prior statements or agreements, whether oral or written, shall be effective for any purpose. Should any language in any Exhibits to this Agreement conflict with any language in this Agreement, the terms of this Agreement shall prevail. The respective captions of the Sections of this Agreement are inserted for convenience of reference only and shall not be deemed to modify or otherwise affect any of the provisions of this Agreement. Any provision of this Agreement that is declared invalid, inoperative, null and void, or illegal shall in no way affect or invalidate any other provision hereof and such other provisions shall remain in full force and effect. Any act done by either Party prior to the effective date of the Agreement that is consistent with the authority of the Agreement and compliant with the terms of the Agreement, is hereby ratified as having been performed under the Agreement. No provision of this Agreement, including this provision, may be amended, waived, or modified except by written agreement signed by duly authorized representatives of the Parties. 13.2 Assignment and Beneficiaries. Neither the Contractor nor the City shall have the right to transfer or assign, in whole or in part, any or all of its obligations and rights hereunder without the prior written consent of the other Party. If the non - assigning party gives its consent to any assignment, the terms of this Agreement shall continue in full force and effect and no further assignment shall be made without additional written consent. Subject to the foregoing, the rights and PROFESSIONAL SERVICES AGREEMENT - 4 - 3/2017 CITY OF t Federal Way CITY HALL 33325 8th Avenue South Federal Way, WA 98003 -6325 (253) 835 -7000 www cityoffederalway com obligations of the Parties shall inure to the benefit of and be binding upon their respective successors in interest, heirs and assigns. This Agreement is made and entered into for the sole protection and benefit of the Parties hereto. No other person or entity shall have any right of action or interest in this Agreement based on any provision set forth herein. 13.3 Compliance with Laws. The Contractor shall comply with and perform the Services in accordance with all applicable federal, state, local, and city laws including, without limitation, all City codes, ordinances, resolutions, regulations, rules, standards and policies, as now existing or hereafter amended, adopted, or made effective. If a violation of the City's Ethics Resolution No. 91 -54, as amended, occurs as a result of the formation or performance of this Agreement, this Agreement may be rendered null and void, at the City's option. 13.4 Enforcement. Time is of the essence of this Agreement and each and all of its provisions in which performance is a factor. Adherence to completion dates set forth in the description of the Services is essential to the Contractor's performance of this Agreement. Any notices required to be given by the Parties shall be delivered at the addresses set forth at the beginning of this Agreement. Any notices may be delivered personally to the addressee of the notice or may be deposited in the United States mail, postage prepaid, to the address set forth above. Any notice so posted in the United States mail shall be deemed received three (3) days after the date of mailing. Any remedies provided for under the terms of this Agreement are not intended to be exclusive, but shall be cumulative with all other remedies available to the City at law, in equity, or by statute. The failure of the City to insist upon strict performance of any of the covenants and agreements contained in this Agreement, or to exercise any option conferred by this Agreement in one or more instances shall not be construed to be a waiver or relinquishment 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. PROFESSIONAL SERVICES AGREEMENT 5 3/2017 CITY OF Federal Way CITY HALL 33325 8th Avenue South Federal Way, WA 98003 -6325 (253) 835-7000 www cifyoffederahvay com IN WITNESS, the Parties execute this Agreement below, effective the last date written below. CITY OF FEDERAL WAY: i► - ell, Mayor DATE: / 0/2 TRAFFIC COUNT CONSULTANTS, INC.: J— 0 — Prin - Name: l \- r 694, Title: PeS Ci nt DATE: Id I 0201 STATE OF WASHINGTON ) ) ss. COUNTY OF terse.. ATTEST: ie Courtney, CM ity Clerk APPROVED AS TO FORM: 4, J. Ryan Call, City Attorney On this day personally appeared before me e' Y1( - Y o . ' ' to me known to be the n2S(" of ,,;_„ , , i j�"jenihre that executed the foregoing instilment, and acknowledged the sail nstrument 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 1.friday of Notary Public State of Washington JONGSE HAN MY COMMISSION BXS IRFS JANUARY 6, 2021 Notary's signature Notary's printed name PROFESSIONAL SERVICES AGREEMENT e-t ,20/7 Notary Public in . d fo 1 he State of Washington. My commission expires 6 3/2017 CITY OF � Federal Way CITY HALL 33325 8th Avenue South Federal Way, WA 98003 -6325 (253) 835 -7000 www cityoffederalway com EXHIBIT A SERVICES The City of Federal Way utilize average daily traffic ( "ADT ") counts (seven consecutive days) to support the City's traffic signal coordination program and travel demand model development. 1. The Contractor shall do or provide the following: The contractor shall conduct directional traffic counts as outlined in Table I and Table II below to derive ADT. ADT data shall be collected for consecutive seven (7) day periods and shall depict three (3) weekday peak periods (AM, Mid -Day, and PM). ADT counts for some locations along SR 99 and S 348th St (SR 18) corridors shall include combined General Purpose lanes and HOV lanes volume and a separate HOV lane volume. ADT counts for Table I shall not be collected the week before and after any holidays. All data collection for Table I shall be completed by November 17, 2017. Traffic data collection for Table II must be completed between November 24 and December 23, 2017. An electronic file copy in PDF or other approved alternatives in 15- minute increments and hard paper copy printouts in 1 -hour increments shall be provided to the City no later than December 28, 2017. The printouts or PDFs shall be provided at 15- minute increment reports. The billing statement must be submitted to the City before December 29, 2017. As a lump sum contract, no reimbursement for additional labor shall be provided beyond the agreed compensation. Errors in traffic counts requested to be re -done by Contractor at the direction of the City shall not exceed the lump sum contract price. Table I. 7-Days ADT Locations (To be completed by November 17, 2017) FW No. Leg North -South Street East -West Street Description Comments 48 S Marine View Dr S S 272 St Marine View DR south of S 272 ST 50 S 16 Ave S S 272 St 16 AV S south of S 272 ST 52 S SR 99 S 272 St SR 99 south of S 272 ST (GP +HOV), and HOV 54 S S Star Lake Rd S 272 St S Star Lake Rd south of S 272 ST 251 S SR 99 S 276 St SR 99 south of S 276 St 458 NE Military Rd S S Star Lake Rd Military Rd S North of S Star Lake Rd 1050 N SR 99 S 288 St SR 99 north of S 288 St (GP +HOV) 1050 S SR 99 S 288 St SR 99 south of S 288 ST (GP +HOV), and HOV 1056 S Military Rd S S 288 St Military Rd S south of S 288 ST 1056 W Military Rd S S 288 St S 288 ST west of Military Rd S 1056 N Military Rd S S 288 St Military Rd S north of S 288 St 1059 E 29 P1 S S 288 St S 288 ST east of 30 Ave S 1061 S 34AveS S288St 34AVSsouthofS288ST 1070 S 51 Ave S S 288 St 51 AV S south of S 288 ST 1240 N 1 Ave S S 292 St 1 Ave S north of S 292 St 1248 SE 13 Ave S Redondo Wy S Redondo Wy S south of 13 Ave S 1651 W SR 99 SR 509 SR 509 west of SR 99 1651 N SR 99 SR 509 SR 99 north of SR 509 1651 S SR 99 SR 509 SR 99 south of SR 509 (GP +HOV) PROFESSIONAL SERVICES AGREEMENT 7 3/2017 V•cleral Way CITY HALL 33325 8th Avenue South Federal Way. WA 98003 -6325 (253) 835 -7000 www cityoffederalway com 1658 N Military Rd S S 298th St Military Rd S north of S 298th St 1838 E 2 PI SW SR 509 SR 509 east of 2 PL SW 2051 W SR 99 S 304 St S 304 St west of SR 99 2051 E SR 99 S 304 St S 304 St east of SR 99 2051 S SR 99 S 304 St SR 99 south of S 304 St 2058 W Military Rd S S 304 St S 304 ST west of Military RD S 2259 N 31 Ave S Military Rd S 31 AV S north of Military Rd S 2530 N SR 509 SW 312 St SR 509 north of SW 312 ST 2540 N 1 Ave S SW 312 St 1 Ave S north of S 312 ST 2540 W 1 Ave S SW 312 St SW 312 St west of 1 Ave S 2550 N SR 99 S 312 St SR 99 north of S 312 St 2550 S SR 99 S 312 St SR 99 south of S 312 St 2550 E SR 99 S 312 St S 312 St east of SR 99 2550 W SR 99 S 312 St S 312 St between 14 Ave S and SR 99 2554 W 23AveS S312St S 312 ST between 20 Ave S and 23 Ave S 2557 N 28 Ave S S 312 St 28 AV S north of S 312 ST 2612 W Hoyt Rd SW SW Dash Pt Rd (SR 509) SW Dash Pt Rd west of Hoyt Rd SW 2612 E Hoyt Rd SW SW Dash Pt Rd (SR 509) SW Dash Pt Rd east of Hoyt Rd SW 2628 N 21 Ave SW SR 509 SR 509 between SW 312 St and 21 Ave SW 2628 W 21 Ave SW SW Dash Pt Rd (SR 509) SW Dash Pt Rd west of 21 Ave SW 2750 E SR 99 S 316 St S 316 St east of SR 99 2750 S SR 99 S 316 St SR 99 between S 316 St and S 320 St (GP +HOV), and HOV 2770 E 51 Ave S S 316 St S 316 St east of 51 Ave S 2857 W 28AveS S317St S 317 St west of 28 Ave S (west of Roundabout) 3012 N Hoyt Rd SW SW 320 St Hoyt Rd SW north of SW 320 St 3012 S Hoyt Rd SW SW 320 St Hoyt Rd SW south of SW 340 St 3014 E 42 Ave SW SW 320 St SW 320 St west of 42 PI SW 3028 S 21 Ave SW SW 320 St 21 Ave SW south of SW 320 St 3028 E 21 Ave SW SW 320 St SW 320 ST east of 21 Ave SW 3028 N 21 Ave SW SW 320 St 21 Ave SW between SR 509 and SW 320 St 3040 S 1 Ave S S 320 St 1 Ave S south of S 320 St 3040 W 1 Ave S SW 320 St SW 320 St west of 1 Ave S 3040 N 1 Ave S S 320 St 1 Ave S north of S 320 St 3048 W 11 PI S S 320 St S 320 St west of 11 PI S 3055 W 23 Ave S S 320 St S 320 ST between 20 Ave S and 21 Ave S 3055 E 23 Ave S S 320 St S 320 St between 23 Ave S and 25 Ave S 3055 N 23 Ave S S 320 St 23 Ave S between S 317 St and S 320 St 3056 E 25 Ave S (Gateway Blvd) S 320 St S 320 St between 25 Ave S and SR 5 SB off Ramp 3061 E Weyerhaeuser Wy S S 320 St S 320 St east of Weyerhaeuser Wy S 3061 W Weyerhaeuser Wy S S 320 St S 320 St west of Weyerhaeuser Wy S 3064 S Military Rd S S 320 St Military Rd S south of S 320 ST 3064 E Military Rd S S 320 St S Peasley Canyon RD east of Military Rd S 3261 S Weyerhaeuser Wy S S 323 St Weyerhaeuser WY S south of S 323 St 3348 S 13 PIS S324St 13PlS south ofS324St 3350 E SR 99 S 324 St S 324 St east of SR 99 PROFESSIONAL SERVICES AGREEMENT -8 3/2017 CITY OF Federal Way CITY HALL 33325 8th Avenue South Federal Way, WA 98003 -6325 (253) 835-7000 www cityoffederatway com 3350 S SR 99 S 324 St SR 99 between S 324 St and S 328 St (GP +HOV), and HOV 3350 N SR 99 S 324 St SR 99 between S 320 St and S 324 St (GP +HOV) 3650 N SR 99 S 330 St SR 99 north of S 330 St 3650 S SR 99 S 330 St SR 99 south of S 330 St 3746 i E 9 Ave S S 332 St S 332 St east of 9 Ave S 3842 N 1 Ave S S 333 ST 1 Ave S north of S 333 ST 4028 E 21 Ave SW SW 336 St /SW Campus Dr SW Campus DR between 21 Ave SW and 19 Ave SW 4028 W 21 Ave SW SW 336 St /SW Campus Dr SW Campus Dr west of 21 Ave SW 4028 S 21 Ave SW SW 336 St /SW Campus Dr 21 Ave SW south of SW 336 St /SW Campus Dr. SW 4046 W 9 Ave S S 336 St S 336 ST between 1 Ave S and 9 Ave S 4049 E 13 Ave S S 336 St S 336 St east of 13 AV S 4050 E SR 99 S 336 St S 336 St between SR 99 and 20 Ave S 4050 S SR 99 S 336 St SR 99 south of S 336 St 3640 N 3 Ave SW SW 330 St SW 330 St west 1 Ave S 4218 W Hoyt Rd SW Northshore Pkwy /SW 340 St Northshore Pkwy west of Hoyt Rd SW 4218 N Hoyt Rd SW SW 340 St Hoyt Rd SW north of SW 340 St 4242 N 1 Way S S 340 St 1 Way S between S 336 St and S 340 St 4418 S Hoyt Rd SW SW 342 St Hoyt Rd SW south of SW 340 St 4460 S Weyerhaeuser Wy S S 33 P1 S Wey WY S south of S 33 P1 S (S of Roundabout) 4528 W 21 Ave SW SW 344 St SW 344 St west of 21 Ave SW 4528 E 21 Ave SW SW 344 St SW 344 St east of 21 Ave SW 4549 N SR 99 S 344 St SR 99 south of S 344 St 4550 S 16 Ave S S 344 St 16 Ave S between S 344 St and S 348 St 4560 N Weyerhaeuser Wy S S 344 Wy Wey WY S between SR 18 ramps and S 344 Wy 4840 W 1 Ave S SW Campus Dr SW Campus DR west of Winco Signal 4840 E 1 Ave S S 348 St S 348 St east of 1 Ave S 4848 N SR 99 S 348 St SR 99 Between S 344 St and S 348 St 4848 S SR 99 S 348 St SR 99 between S 348 St and S 352 St 4848 W SR 99 S 348 St S 348 St between 9 Ave S and SR 99 (GP +HOV), and HOV 4848 E SR 99 S 348 St S 348 St between SR 99 and SR 161 (GP +HOV) 4850 S SR 161 SR 18 (S 348 St) SR 161 between SR 18 and S 352 St 4850 E SR 161 SR 18 SR 18 east of SR 161 4957 N 28 Ave S S 351 St 28 AV S north of S 351 ST 5050 N SR 161 S 352 St S 352 St between SR 99 and SR 161 5228 N 21 Ave SW SW 356 St 21 Ave SW north of SW 356 ST 5228 E 21 Ave SW SW 356 St SW 356 St east of 21 Ave SW 5228 W 21 Ave SW SW 356 St SW 356 St west of 21 Ave SW 5240 W 1 Ave S S 356 St SW 356 St west of 1 Ave S 5240 N 1 Ave S SW 356 St 1 Ave S between S 348 St and SW 356 St 5246 N SR 99 S 356 St SR 99 north of S 356 St 5246 S SR 99 S 356 St SR 99 south of S 356 St 5246 E SR 99 S 356 St S 356 St east of SR 99 5246 W SR 99 S 356 St SW 356 ST west of SR 99 5251 N SR 161 S 356 St SR 161 between S 352 St and S 356 St PROFESSIONAL SERVICES AGREEMENT -9 3/2017 CITY OF ti Federal Way CITY HALL 33325 8th Avenue South Federal Way, WA 98003 -6325 (253) 835 -7000 www cityotfederalway. com 5557 S 28 Ave S S 360 St 28 Ave S south of S 360 St S 348th ST 5568 S Military Rd S S 360 St Military Rd S south of S 360 St SR 161 (Enchanted Pkwy S) 5652 N SR161 Milton Rd S SR 161 north of Milton RD S (S 360 St) S 324th ST 6340 S SR 99 S 373 St SR 99 south of S 373 St S 320th ST 6547 SW Milton Rd S S 375 St Milton RD S south of S 375 ST S 320th ST 6547 NW Milton Rd S S 375 St S 375 ST west of Milton RD S 16th Ave S Table II. Holiday ADT Count Locations (To be completed between November 24 and December 23, 2017) Int. ID Street Comments 1 S 348th ST S 348th Street between lth Ave S and 9th Ave S 2 SR 18 (SR 348th ST) SR 18 between SR 161 and SR 99 3 SR 161 (Enchanted Pkwy S) SR 161 (Enchanted Park S) between SR 18 and S 352nd ST 4 SR 99 (Pacific Hwy S) SR 99 North of S 328th St. 5 S 324th ST S 324th St. East of Belmore Mobile Home Park Driveway 6 S 320th ST S 320th St. between 8th Ave S and 11th P1 S 7 S 320th ST S 320th St. between 20th Ave S and 23rd Ave S 8 S 320th ST S 320th St. Between 23rd Ave S and 25th Ave S (Gateway Blvd) 9 S 320th ST S 320th St. West of Weyerhaeuser Way S 10 SR 99 SR 99 South of S 312th St. 11 16th Ave S 16th Ave S. North of SR 18/ S 348th St. PROFESSIONAL SERVICES AGREEMENT - 10 - 3/2017 A-•CITY Of Federal Way CITY HALL 33325 8th Avenue South Federal Way, WA 98003 -6325 (253) 835-7000 www cityoifederalway cam Holiday ADT Count Locations Map (Please refer to Table II for intersection ID and description of ADT count) PROFESSIONAL SERVICES AGREEMENT - 11 - 3/2017 AL• • QF deral Way CITY HALL 33325 8th Avenue South Federal Way, WA 98003 -6325 (253) 835 -7000 www cityoffederalway com EXHIBIT B COMPENSATION 1. Total Compensation: In return for the Services, the City shall pay the Contractor an amount not to exceed Twelve Thousand Seven Hundred Eighteen and 75/100 Dollars ($12,718.75). PROFESSIONAL SERVICES AGREEMENT - 12 - 3/2017 ACORL EXHIBIT C CERTIFICATE OF LIABILITY INSURANCE DATE (MM /DD /YYYY) 9/29/2017 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 Kuresman Insurance 9321 Bayshore Dr. NW STE 111 Silverdale WA 98383 -8350 INSURED Traffic Count Consultants Inc 1300 9th St SW C/O Jennifer Hodge Puyallup COVERAGES CONTACT Mark Maher NAME: ry PHONE (360) 692 -6131 (A/C. No. Ext): ADDRESS: markia@kuresmanins.com FAX (Am. No): (360)692 -6187 INSURER(S) AFFORDING COVERAGE NAIC A INSURER A :OHIO SECURITY INSURERB:CAPITOL SPECIALTY INSURANCE CORP 24082 INSURER C : INSURER D : INSURER E : WA 98371 INSURERF: CERTIFICATE NUMBER:CL1772705921 REVISION NUMBER: THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. INSR LTR TYPE OF INSURANCE ADDL INSD SUBR WVD POLICY NUMBER POLICY EFF (MMIDDIYYYY) POLICY EXP (DDIYYYY) LIMITS A X COMMERCIAL GENERAL LIABILITY X BXS550247S8 8/1/2017 8/1/2018 EACH OCCURRENCE $ 1,000,000 CLAIMS -MADE X OCCUR DAMAGE TO RENTED PREMISES Ea occurrence) $ 1,000,000' MED EXP (Any one person) $ 15,000 PERSONAL 8 ADV INJURY $ 1,000,000 GEM. AGGREGATE LIMIT APPLIES PER: GENERAL AGGREGATE $ 2,000,000 X POLICY JPERCOTf LOC PRODUCTS- COMP /OPAGG $ 2,000,000 OTHER: Expense Mod Factor 1 $ AUTOMOBILE LIABILITY BAS55024758 2/22/2017 2/22/2018 COMBINED SINGLE LIMIT (Ea accident) $ 1,000,000 X ANY AUTO BODILY INJURY (Per person) $ ALL OWNED AUTOS HIRED AUTOS _ SCHEDULED AUTOS NON OWNED AUTOS BODILY INJURY (Per accident) $ PROPERTY DAMAGE (Per accident) $ Medical payments $ 5,000 UMBRELLA LIAB EXCESS LIAB OCCUR CLAIMS -MADE EACH OCCURRENCE $ AGGREGATE $ DED RETENT ON $ $ A WORKERS COMPENSATION BKS55024758 8/1/2017 8/1/2018 PER STATUTE X OTH- ER AND EMPLOYERS' LIABILITY ANY PROPRIETOR/PARTNER /EXECUTIVE OFFICER/MEMBER EXCLUDED? (Mandatory in NH) Y/ N N I A E.L. EACH ACCIDENT $ 1,000,000 E.L. DISEASE - EA EMPLOYEE $ 1,000,000 If yes, describe under DESCRIPTION OF OPERATIONS below E.L. DISEASE - POLICY LIMIT $ 2 , 000,000 A PROFESSIONAL LIABILITY RETRO DATE 08/1/2017 SGC07227 -01 8/1/2017 8/1/2018 OCCURRENCE 1,000,000 AGGREGATE 2,000,000 DESCRIPTION OF OPERATIONS / LOCATIONS / VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached if more space is required) CERTIFICATE HOLDER IS LISTED AS ADDITIONAL INSURED PER CG8810. CERTIFICATE HOLDER CANCELLATION CITY OF FEDERAL WAY sarady long 33325 8TH AVE S FEDERAL WAY, WA 98003 -6325 SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. AUTHORIZED REPRESENTATIVE Mark Maberry /MWM ACORD 25 (2014/01) INS025 (201401) © 1988-2014 ACORD CORPORATION. All rights reserved. The ACORD name and logo are registered marks of ACORD COMMERCIAL AUTO CA 88 10 01 10 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. BUSINESS AUTO COVERAGE ENHANCEMENT ENDORSEMENT This endorsement modifies insurance provided under the following: BUSINESS AUTO COVERAGE FORM With respect to coverage afforded by this endorsement, the provisions of the policy apply unless modified by the endorsement. COVERAGE INDEX SUBJECT PROVISION NUMBER ADDITIONAL INSURED BY CONTRACT, AGREEMENT OR PERMIT 3 ACCIDENTAL AIRBAG DEPLOYMENT 12 AMENDED DUTIES IN THE EVENT OF ACCIDENT, CLAIM, SUIT OR LOSS 18 AMENDED FELLOW EMPLOYEE EXCLUSION 5 AUDIO, VISUAL AND DATA ELECTRONIC EQUIPMENT COVERAGE 13 BROAD FORM INSURED 1 BODILY INJURY REDEFINED 21 EMPLOYEES AS INSUREDS (including employee hired auto) 2 EXTENDED CANCELLATION CONDITION 22 EXTRA EXPENSE — BROADENED COVERAGE 10 GLASS REPAIR — WAIVER OF DEDUCTIBLE 15 HIRED AUTO PHYSICAL DAMAGE(including employee hired auto) 6 HIRED AUTO COVERAGE TERRITORY 20 LOAN / LEASE GAP 14 PARKED AUTO COLLISION COVERAGE (WAIVER OF DEDUCTIBLE) 16 PERSONAL EFFECTS COVERAGE 11 PHYSICAL DAMAGE — ADDITIONAL TRANSPORTATION EXPENSE COVERAGE 8 RENTAL REIMBURSEMENT 9 SUPPLEMENTARY PAYMENTS 4 TOWING AND LABOR 7 UNINTENTIONAL FAILURE TO DISCLOSE HAZARDS 17 WAIVER OF TRANSFER OF RIGHTS OF RECOVERY AGAINST OTHERS TO US 19 SECTION 0 — LIABILITY COVERAGE is amended as follows: 1. BROAD FORM INSURED SECTION II — LIABILITY COVERAGE, paragraph A.1. —WHO IS AN INSURED is amended to include the following as an insured: d. Any legally incorporated entity of which you own more than 50 percent of the voting stock during the policy period. However, "insured" does not include any organization that: (1) Is a partnership or joint venture; or (2) Is an insured under any other automobile policy; or (3) Has exhausted its Limit of Insurance under any other automobile policy. Paragraph d. (2) of this provision does not apply to a policy written to apply specifically in excess of this policy. e. Any organization you newly acquire or form, other than a partnership or joint venture, of which you own more than 50 percent of the voting stock. This automatic coverage is afforded only for 180 days from the date of acquisition or formation. However, coverage under this provision does not apply: (1) If there is similar insurance or a self- insured retention plan available to that organization; CA 88 10 01 10 ©2010 Liberty Mutual Insurance Company. All rights reserved. Includes copyrighted material of Insurance Services Office, with its permission. Page 1 of 7 (2) If the Limits of Insurance of any other insurance policy have been exhausted; or (3) To "bodily injury" or "property damage" that occurred before you acquired or formed the organization. 2. EMPLOYEES AS INSUREDS SECTION II — LIABILITY COVERAGE, paragraph A.1. —WHO IS AN INSURED is amended to include the following as an insured: f. Any "employee" of yours while using a covered "auto" you do not own, hire or borrow but only for acts within the scope of their employment by you. Insurance provided by this endorsement is excess over any other insurance available to any "employee ". g. An "employee" of yours while operating an "auto" hired or borrowed under a written contract or agreement in that "employee's" name, with your permission, while performing duties related to the conduct of your business and within the scope of their employment. Insurance provided by this endorsement is excess over any other insurance available to the "employee ". 3. ADDITIONAL INSURED BY CONTRACT, AGREEMENT OR PERMIT SECTION II — LIABILITY COVERAGE, paragraph A.1. —WHO IS AN INSURED is amended to include the following as an insured: h. Any person or organization with respect to the operation, maintenance or use of a covered "auto ", provided that you and such person or organization have agreed in a written contract, agreement, or permit issued to you by governmental or public authority, to add such person, or organization, or governmental or public authority to this policy as an "insured ". However, such person or organization is an "insured ": (1) Only with respect to the operation, maintenance or use of a covered "auto"; (2) Only for "bodily injury" or "property damage" caused by an "accident" which takes place after you executed the written contract or agreement, or the permit has been issued to you; and (3) Only for the duration of that contract, agreement or permit 4. SUPPLEMENTARY PAYMENTS SECTION II — LIABILITY COVERAGE, Coverage Extensions, 2.a. Supplementary Payments, paragraphs (2) and (4) are replaced by the following: (2) Up to $3,000 for cost of bail bonds (including bonds for related traffic violations) required because of an "accident" we cover. We do not have to furnish these bonds. (4) All reasonable expenses incurred by the insured at our request, including actual loss of earnings up to $500 a day because of time off from work. 5. AMENDED FELLOW EMPLOYEE EXCLUSION In those jurisdictions where, by law, fellow employees are not entitled to the protection afforded to the employer by the workers compensation exclusivity rule, or similar protection, the following provision is added: SECTION II — LIABILITY, exclusion B.5. FELLOW EMPLOYEE does not apply if the "bodily injury" results from the use of a covered "auto" you own or hire. SECTION III — PHYSICAL DAMAGE COVERAGE is amended as follows: 6. HIRED AUTO PHYSICAL DAMAGE Paragraph A.4. Coverage Extensions of SECTION III — PHYSICAL DAMAGE COVERAGE, is amended by adding the following: If hired "autos" are covered "autos" for Liability Coverage, and if Comprehensive, Specified Causes of Loss or Collision coverage are provided under the Business Auto Coverage Form for any "auto" you own, then the Physical Damage coverages provided are extended to "autos ": a. You hire, rent or borrow; or CA 88 10 01 10 ©2010 Liberty Mutual Insurance Company. All rights reserved. Includes copyrighted material of Insurance Services Office, with its permission. Page 2 of 7 b. Your "employee" hires or rents under a written contract or agreement in that "employee's" name, but only if the damage occurs while the vehicle is being used in the conduct of your business, subject to the following limit and deductible: A. The most we will pay for "loss" in any one "accident" or "loss" is the smallest of: (1) $50,000; or (2) The actual cash value of the damaged or stolen property as of the time of the "loss "; or (3) The cost of repairing or replacing the damaged or stolen property with other property of like kind and quality, minus a deductible. B. The deductible will be equal to the largest deductible applicable to any owned "auto" for that coverage. C. Subject to the limit, deductible and excess provisions described in this provision, we will provide coverage equal to the broadest coverage applicable to any covered "auto" you own. D. Subject to a maximum of $750 per "accident ", we will also cover the actual loss of use of the hired "auto" if it results from an "accident ", you are legally liable and the lessor incurs an actual financial loss. E. This coverage extension does not apply to: (1) Any "auto" that is hired, rented or borrowed with a driver; or (2) Any "auto" that is hired, rented or borrowed from your "employee ". For the purposes of this provision, SECTION V — DEFINITIONS is amended by adding the following: "Total loss" means a "loss" in which the cost of repairs plus the salvage value exceeds the actual cash value. 7. TOWING AND LABOR SECTION III — PHYSICAL DAMAGE COVERAGE, paragraph A.2. Towing, is amended by the addition of the following: We will pay towing and labor costs incurred, up to the limits shown below, each time a covered "auto" classified and rated as a private passenger type, "light truck" or "medium truck" is disabled: a. For private passenger type vehicles, we will pay up to $50 per disablement. b. For "light trucks ", we will pay up to $50 per disablement. "Light trucks" are trucks that have a gross vehicle weight (GVW) of 10,000 pounds or less. c. For "medium trucks" , we will pay up to $150 per disablement. "Medium trucks" are trucks that have a gross vehicle weight (GVW) of 10,001 — 20,000 pounds. However, the labor must be performed at the place of disablement. 8. PHYSICAL DAMAGE- ADDITIONAL TRANSPORTATION EXPENSE COVERAGE Paragraph A.4.a., Coverage Extension of SECTION III — PHYSICAL DAMAGE COVERAGE, is amended to provide a limit of $50 per day and a maximum limit of $1,500 ©2010 Liberty Mutual Insurance Company. All rights reserved. CA 88 10 01 10 Includes copyrighted material of Insurance Services Office, with its permission. Page 3 of 7 9. RENTAL REIMBURSEMENT SECTION III — PHYSICAL DAMAGE COVERAGE, A. COVERAGE, is amended by adding the following: a. We will pay up to $75 per day for rental reimbursement expenses incurred by you for the rental of an "auto" because of "accident" or "loss ", to an "auto" for which we also pay a "loss" under Comprehensive, Specified Causes of Loss or Collision Coverages. We will pay only for those expenses incurred after the first 24 hours following the "accident" or "loss" to the covered "auto." b. Rental Reimbursement will be based on the rental of a comparable vehicle, which in many cases may be substantially less than $75 per day, and will only be allowed for the period of time it should take to repair or replace the vehicle with reasonable speed and similar quality, up to a maximum of 30 days. c. We will also pay up to $500 for reasonable and necessary expenses incurred by you to remove and replace your tools and equipment from the covered "auto ". d. This coverage does not apply unless you have a business necessity that other "autos" available for your use and operation cannot fill. e. 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 under Paragraph 4. Coverage Extension. f. No deductible applies to this coverage. For the purposes of this endorsement provision, materials and equipment do not include "personal effects" as defined in provision 11. 10. EXTRA EXPENSE - BROADENED COVERAGE Under SECTION III — PHYSICAL DAMAGE COVERAGE, A. COVERAGE, we will pay for the expense of returning a stolen covered "auto" to you. The maximum amount we will pay is $1,000. 11. PERSONAL EFFECTS COVERAGE A. SECTION III — PHYSICAL DAMAGE COVERAGE, A. COVERAGE, is amended by adding the following: If you have purchased Comprehensive Coverage on this policy for an "auto" you own and that "auto" is stolen, we will pay, without application of a deductible, up to $600 for "personal effects" stolen with the "auto." The insurance provided under this provision is excess over any other collectible insurance. B. SECTION V — DEFINITIONS is amended by adding the following: For the purposes of this provision, "personal effects" mean tangible property that is worn or carried by an insured." "Personal effects" does not include tools, equipment, jewelry, money or securities. 12. ACCIDENTAL AIRBAG DEPLOYMENT SECTION III — PHYSICAL DAMAGE COVERAGE, 8. EXCLUSIONS is amended by adding the following: If you have purchased Comprehensive or Collision Coverage under this policy, the exclusion for "loss" relating to mechanical breakdown does not apply to the accidental discharge of an airbag. Any insurance we provide shall be excess over any other collectible insurance or reimbursement by manufacturer's warranty. However, we agree to pay any deductible applicable to the other coverage or warranty. 13. AUDIO, VISUAL AND DATA ELECTRONIC EQUIPMENT COVERAGE SECTION III — PHYSICAL DAMAGE COVERAGE, B. EXCLUSIONS, exception paragraph a. to exclusions 4.c. and 4.d. is deleted and replaced with the following: ©2010 Liberty Mutual Insurance Company. All rights reserved. CA 88 10 01 10 Includes copyrighted material of Insurance Services Office, with its permission. Page 4 of 7 Exclusion 4.c. and 4.d. do not apply to: a. Electronic equipment that receives or transmits audio, visual or data signals, whether or not designed solely for the reproduction of sound, if the equipment is permanently installed in the covered "auto" at the time of the "loss" and such equipment is designed to be solely operated by use of the power from the "auto's" electrical system, in or upon the covered "auto" and physical damage coverages are provided for the covered "auto"; or If the "loss" occurs solely to audio, visual or data electronic equipment or accessories used with this equipment, then our obligation to pay for, repair, return or replace damaged or stolen property will be reduced by a $100 deductible. 14. LOAN / LEASE GAP COVERAGE A. Paragraph C., LIMIT OF INSURANCE of SECTION III — PHYSICAL DAMAGE COVERAGE is amended by adding the following: The most we will pay for a "total loss" to a covered "auto" owned by or leased to you in any one "accident" is the greater of the: 1. Balance due under the terms of the loan or lease to which the damaged covered "auto" is subject at the time of the "loss" less the amount of: a. Overdue payments and financial penalties associated with those payments as of the date of the "loss ", b. Financial penalties imposed under a lease due to high mileage, excessive use or abnormal wear and tear, c. Costs for extended warranties, Credit Life Insurance, Health, Accident or Disability Insurance purchased with the loan or lease, d. Transfer or rollover balances from previous loans or leases, e. Final payment due under a "Balloon Loan ", f. The dollar amount of any unrepaired damage which occurred prior to the "total loss" of a covered "auto ", g. Security deposits not refunded by a lessor, h. All refunds payable or paid to you as a result of the early termination of a lease agreement or as a result of the early termination of any warranty or extended service agreement on a covered "auto ", i. Any amount representing taxes, j. Loan or lease termination fees; or 2. The actual cash value of the damage or stolen property as of the time of the "loss ". An adjustment for depreciation and physical condition will be made in determining the actual cash value at the time of the "loss ". This adjustment is not applicable in Texas. B. ADDITIONAL CONDITIONS This coverage applies only to the original loan for which the covered "auto" that incurred the loss serves as collateral, or lease written on the covered "auto" that incurred the loss. C. SECTION V — DEFINTIONS is changed by adding the following: As used in this endorsement provision, the following definitions apply: "Total loss" means a "loss" in which the cost of repairs plus the salvage value exceeds the actual cash value. A "balloon loan" is one with periodic payments that are insufficient to repay the balance over the term of the loan, thereby requiring a large final payment. CA 88 10 01 10 ©2010 Liberty Mutual Insurance Company. All rights reserved. Includes copyrighted material of Insurance Services Office, with its permission. Page 5 of 7 15. GLASS REPAIR - WAIVER OF DEDUCTIBLE Paragraph D. Deductible of SECTION III — PHYSICAL DAMAGE COVERAGE is amended by the addition of the following: No deductible applies to glass damage if the glass is repaired rather than replaced. 16. PARKED AUTO COLLISION COVERAGE (WAIVER OF DEDUCTIBLE) Paragraph D. Deductible of SECTION III — PHYSICAL DAMAGE COVERAGE is amended by the addition of the following: The deductible does not apply to "loss" caused by collision to such covered "auto" of the private passenger type or light weight truck with a gross vehicle weight of 10,000 lbs. or less as defined by the manufacturer as maximum loaded weight the "auto" is designed to carry while it is: a. In the charge of an "insured "; b. Legally parked; and c. Unoccupied. The "loss" must be reported to the police authorities within 24 hours of known damage. The total amount of the damage to the covered "auto" must exceed the deductible shown in the Declarations. This provision does not apply to any "loss" if the covered "auto" is in the charge of any person or organization engaged in the automobile business. SECTION IV — BUSINESS AUTO CONDITIONS is amended as follows: 17. UNINTENTIONAL FAILURE TO DISCLOSE HAZARDS SECTION IV- BUSINESS AUTO CONDITIONS, Paragraph B.2. is amended by adding the following: If you unintentionally fail to disclose any hazards, exposures or material facts existing as of the inception date or renewal date of the Business Auto Coverage Form, the coverage afforded by this policy will not be prejudiced. However, you must report the undisclosed hazard of exposure as soon as practicable after its discovery, and we have the right to collect additional premium for any such hazard or exposure. 18. AMENDED DUTIES IN THE EVENT OF ACCIDENT, CLAIM, SUIT, OR LOSS SECTION IV — BUSINESS AUTO CONDITIONS, paragraph A.2.a. is replaced in its entirety by the following: a. In the event of "accident ", claim, "suit" or "loss ", you must promptly notify us when it is known to: 1. You, if you are an individual; 2. A partner, if you are a partnership; 3. Member, if you are a limited liability company; 4. An executive officer or the "employee" designated by the Named Insured to give such notice, if you are a corporation. To the extent possible, notice to us should include: (1) How, when and where the "accident" or "loss" took place; (2) The "insureds" name and address; and (3) The names and addresses of any injured persons and witnesses. 19. WAIVER OF TRANSFER OF RIGHTS OF RECOVERY AGAINST OTHERS TO US SECTION IV — BUSINESS AUTO CONDITIONS, paragraph A.5., Transfer of Rights of Recovery Against Others to Us, is amended by the addition of the following: If the person or organization has waived those rights before an "accident" or "loss ", our rights are waived also. CA 88 10 01 10 ©2010 Liberty Mutual Insurance Company. All rights reserved. Includes copyrighted material of Insurance Services Office, with its permission. Page 6 of 7 20. HIRED AUTO COVERAGE TERRITORY SECTION IV — BUSINESS AUTO CONDITIONS, paragraph B.7., Policy Period, Coverage Territory, is amended by the addition of the following: f. For "autos" hired 30 days or less, the coverage territory is anywhere in the world, provided that the insured's responsibility to pay for damages is determined in a "suit ", on the merits, in the United States, the territories and possessions of the United States of America, Puerto Rico or Canada or in a settlement we agree to. This extension of coverage does not apply to an "auto" hired, leased, rented or borrowed with a driver. SECTION V — DEFINITIONS is amended as follows: 21. BODILY INJURY REDEFINED Under SECTION V — DEFINTIONS, definition C. is replaced by the following: "Bodily injury" means physical injury, sickness or disease sustained by a person, including mental anguish, mental injury, shock, fright or death resulting from any of these at any time. COMMMON POLICY CONDITIONS 22. EXTENDED CANCELLATION CONDITION COMMON POLICY CONDITIONS, paragraph A.— CANCELLATION condition applies except as follows: If we cancel for any reason other than nonpayment of premium, we will mail to the first Named Insured written notice of cancellation at least 60 days before the effective date of cancellation. This provision does not apply in those states which require more than 60 days prior notice of cancellation. CA 88 10 01 10 ©2010 Liberty Mutual Insurance Company. All rights reserved. Includes copyrighted material of Insurance Services Office, with its permission. Page 7 of 7 COMMERCIAL GENERAL LIABILITY CG 88 10 04 13 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. COMMERCIAL GENERAL LIABILITY EXTENSION This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART INDEX SUBJECT PAGE NON -OWNED AIRCRAFT 2 NON -OWNED WATERCRAFT 2 PROPERTY DAMAGE LIABILITY - ELEVATORS EXTENDED DAMAGE TO PROPERTY RENTED TO YOU (Tenant's Property Damage) MEDICAL PAYMENTS EXTENSION EXTENSION OF SUPPLEMENTARY PAYMENTS - COVERAGES A AND B ADDITIONAL INSUREDS - BY CONTRACT, AGREEMENT OR PERMIT PRIMARY AND NON - CONTRIBUTORY- ADDITIONAL INSURED EXTENSION ADDITIONAL INSUREDS - EXTENDED PROTECTION OF YOUR "LIMITS OF INSURANCE" WHO 1S AN INSURED - INCIDENTAL MEDICAL ERRORS /MALPRACTICE AND WHO IS AN INSURED - FELLOW EMPLOYEE EXTENSION - MANAGEMENT EMPLOYEES 2 2 3 3 3 5 6 6 NEWLY FORMED OR ADDITIONALLY ACQUIRED ENTITIES 7 FAILURE TO DISCLOSE HAZARDS AND PRIOR OCCURRENCES KNOWLEDGE OF OCCURRENCE, OFFENSE, CLAIM OR SUIT LIBERALIZATION CLAUSE BODILY INJURY REDEFINED EXTENDED PROPERTY DAMAGE 7 7 7 7 8 WAIVER OF TRANSFER OF RIGHTS OF RECOVERY AGAINST OTHERS TO US - 8 WHEN REQUIRED IN A CONTRACT OR AGREEMENT WITH YOU CG 88 10 04 13 CO 2013 Liberty Mutual Insurance Includes copyrighted material of Insurance Services Office, Inc., with its permission. Page 1 of 8 With respect to coverage afforded by this endorsement, the provisions of the policy apply unless modified by the endorsement. A. NON -OWNED AIRCRAFT Under Paragraph 2. Exclusions of Section I - Coverage A - Bodily Injury And Property Damage Liability, exclusion g. Aircraft, Auto Or Watercraft does not apply to an aircraft provided: 1. It is not owned by any insured; 2. It is hired, chartered or loaned with a trained paid crew; 3. The pilot in command holds a currently effective certificate, issued by the duly constituted authority of the United States of America or Canada, designating her or him a commercial or airline pilot; and 4. It is not being used to carry persons or property for a charge. However, the insurance afforded by this provision does not apply if there is available to the insured other valid and collectible insurance, whether primary, excess (other than insurance written to apply specifically in excess of this policy), contingent or on any other basis, that would also apply to the loss covered under this provision. B. NON -OWNED WATERCRAFT Under Paragraph 2. Exclusions of Section 1 - Coverage A - Bodily Injury And Property Damage Liability, Subparagraph (2) of exclusion g. Aircraft, Auto Or Watercraft is replaced by the following: This exclusion does not apply to: (2) A watercraft you do not own that is: (a) Less than 52 feet long; and (b) Not being used to carry persons or property for a charge. C. PROPERTY DAMAGE LIABILITY - ELEVATORS t Under Paragraph 2. Exclusions of Section 1 - Coverage A - Bodily Injury And Property Damage Liabil- ity, Subparagraphs (3), (4) and (6) of exclusion j. Damage To Property do not apply if such "property damage" results from the use of elevators. For the purpose of this provision. elevators do not include vehicle lifts. Vehicle lifts are lifts or hoists used in automobile service or repair operations. 2. The following is added to Section IV - Commercial General Liability Conditions, Condition 4. Other Insurance, Paragraph b. Excess Insurance: The insurance afforded by this provision of this endorsement is excess over any property insurance, whether primary, excess, contingent or on any other basis. D. EXTENDED DAMAGE TO PROPERTY RENTED TO YOU (Tenant's Property Damage) If Damage To Premises Rented To You is not otherwise excluded from this Coverage Part: 1. Under Paragraph 2. Exclusions of Section 1 - Coverage A - Bodily Injury and Property Damage Liability: a. The fourth from the last paragraph of exclusion j. Damage To Property is replaced by the follow- ing: 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 an automatic fire protection system) to: (i) Premises rented to you for a period of 7 or fewer consecutive days; or (11) Contents that you rent or lease as part of a premises rental or lease agreement for a period of more than 7 days. Paragraphs (1), (3) and (4) of this exclusion do not apply to "property damage" to contents of premises rented to you for a period of 7 or fewer consecutive days. A separate limit of insurance applies to this coverage as described in Section 111 - Limits of Insurance. CG 88 10 04 13 © 2013 Liberty Mutual Insurance Includes copyrighted material of Insurance Services Office, Inc., with its permission. Page 2 of 8 b. The last paragraph of subsection 2. Exclusions is replaced by the following: Exclusions c. through n. do not apply to damage by fire, lightning, explosion, smoke or leakage from automatic fire protection systems to premises while rented to you or temporarily occupied by you with permission of the owner. A separate limit of insurance applies to Damage To Premises Rented To You as described in Section III - Limits Of Insurance. 2. Paragraph 6. under Section III - Limits Of Insurance is replaced by the following: 6. Subject to Paragraph 5. above, the Damage To Premises Rented To You Limit is the most we will pay under Coverage A for damages because of "property damage" to: a. Any one premise: (1) While rented to you; or (2) While rented to you or temporarily occupied by you with permission of the owner for damage by fire, lightning, explosion, smoke or leakage from automatic protection sys- tems; or b. Contents that you rent or lease as part of a premises rental or lease agreement. 3. As regards coverage provided by this provision D. EXTENDED DAMAGE TO PROPERTY RENTED TO YOU (Tenant's Property Damage) - Paragraph 9.a. of Definitions is replaced with the following: 9.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 protection systems to premises while rented to you or temporarily occupied by you with the permission of the owner, or for damage to contents of such premises that are included in your premises rental or lease agreement, is not an "insured contract ". E. MEDICAL PAYMENTS EXTENSION If Coverage C Medical Payments is not otherwise excluded, the Medical Payments provided by this policy are amended as follows: Under Paragraph 1. Insuring Agreement of Section I - Coverage C - Medical Payments, Subparagraph (b) of Paragraph a. is replaced by the following: (b) The expenses are incurred and reported within three years of the date of the accident; and F. EXTENSION OF SUPPLEMENTARY PAYMENTS - COVERAGES A AND B 1. Under Supplementary Payments - Coverages A and B, Paragraph 1.b. is replaced by the following: b. Up to $3,000 for cost of bail bonds required because of accidents or traffic law violations arising out of the use of any vehicle to which the Bodily Injury Liability Coverage applies. We do not have to fumish these bonds. 2. Paragraph 1.d. is replaced by the following: d. All reasonable expenses incurred by the insured at our request to assist us in the investigation or defense of the claim or "suit ", including actual loss of earnings up to $500 a day because of time off from work. G. ADDITIONAL INSUREDS - BY CONTRACT, AGREEMENT OR PERMIT 1. Paragraph 2. under Section II - Who is An Insured is amended to include as an insured any person or organization whom you have agreed to add as an additional insured in a written contract, written agreement or permit. Such person or organization is an additional insured but only with respect to liability for "bodily injury", "property damage" or "personal and advertising injury" caused in whole or in part by: a. Your acts or omissions, or the acts or omissions of those acting on your behalf, in the performance of your on going operations for the additional insured that are the subject of the written contract or written agreement provided that the "bodily injury" or "property damage" occurs, or the "per- sonal and advertising injury" is committed, subsequent to the signing of such written contract or written agreement; or CG 88 10 04 13 @ 2013 Liberty Mutual Insurance Includes copyrighted material of Insurance Services Office, Inc., with its permission. Page 3 of 8 b. Premises or facilities rented by you or used by you; or c. The maintenance, operation or use by you of equipment rented or leased to you by such person or organization; or d. Operations performed by you or on your behalf for which the state or political subdivision has issued a permit subject to the following additional provisions: (1) This insurance does not apply to "bodily injury", "property damage ", or "personal and ad- vertising injury" arising out of the operations performed for the state or political subdivision; (2) This insurance does not apply to "bodily injury" or "property damage" included within the "completed operations hazard ". Insurance applies to premises you own, rent, or control but only with respect to the following hazards: (3) (a) The existence, maintenance, repair, construction, erection, or removal of advertising signs, awnings, canopies, cellar entrances, coal holes, driveways, manholes, marquees, hoist away openings, sidewalk vaults, street banners, or decorations and similar expo- sures; or (b) The construction, erection, or removal of elevators; or (c) The ownership, maintenance, or use of any elevators covered by this insurance. However: 1. The insurance afforded to such additional insured only applies to the extent permitted by law; and 2. If coverage provided to the additional insured is required by a contract or agreement, the insur- ance 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. With respect to Paragraph 1.a. above, a person's or organization's status as an additional insured under this endorsement ends when: (1) All work, including materials, parts or equipment furnished in connection with such work, on the project (other than service. maintenance or repairs) to be performed by or on behalf of the additional insured(s) at the location of the covered operations has been completed; or (2) That portion of "your work" out of which the injury or damage arises has been put to its intended use by any person or organization other than another contractor or subcontractor engaged in performing operations for a principal as a part of the same project. With respect to Paragraph 1.b. above, 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 premises or facilities ends. With respects to Paragraph 1.c. above, this insurance does not apply to any "occurrence" which takes place after the equipment rental or lease agreement has expired or you have returned such equipment to the lessor. The insurance provided by this endorsement applies only if the written contract or written agreement is signed prior to the "bodily injury" or "property damage ". We have no duty to defend an additional insured under this endorsement until we receive written notice of a "suit' by the additional insured as required in Paragraph b. of Condition 2. Duties In the Event Of Occurrence, Offense, Claim Or Suit under Section IV - Commercial General Liability Condi- tions. CG 88 10 04 13 @ 2013 Liberty Mutual Insurance Includes copyrighted material of Insurance Services Office, Inc., with its permission. Page 4 of 8 2. With respect to the insurance provided by this endorsement, the following are added to Paragraph 2. Exclusions under Section I - Coverage A - Bodily Injury And Property Damage Liability: This insurance does not apply to: a. "Bodily injury" or "property damage" arising from the sole negligence of the additional insured. b. "Bodily injury" or "property damage" that occurs prior to you commencing operations at the location where such "bodily injury" or "property damage" occurs. c. "Bodily injury", "property damage" or "personal and advertising injury" arising out of the render- ing of, or the failure to render, any professional architectural, engineering or surveying services, including: (1) The preparing, approving, or failing to prepare or approve, maps, shop drawings, opinions, reports, surveys, field orders, change orders or drawings and specifications; or (2) Supervisory, inspection, architectural or engineering activities. 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 "occur- rence" 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. d. "Bodily injury" or "property damage" occurring after: (1) All work, including materials, parts or equipment fumished in connection with such work, on the project (other than service, maintenance or repairs) to be performed by or on behalf of the additional insured(s) at the location of the covered operations has been completed; or (2) That portion of your work" out of which the injury or damage arises has been put to its intended use by any person or organization other than another contractor or subcontractor engaged in performing operations for a principal as a part of the same project. e. Any person or organization specifically designated as an additional insured for ongoing operations by a separate ADDITIONAL INSURED - OWNERS, LESSEES OR CONTRACTORS endorsement is- sued by us and made a part of this policy. 3. 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 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 Declaratio ns. H. PRIMARY AND NON - CONTRIBUTORY ADDITIONAL INSURED EXTENSION This provision applies to any person or organization who qualifies as an additional insured under any form or endorsement under this policy. Condition 4. Other Insurance of SECTION IV - COMMERCIAL GENERAL LIABILITY CONDITIONS is amend- ed as follows: a. The following is added to Paragraph a. Primary Insurance: If an additional insured's policy has an Other Insurance provision making its policy excess, and you have agreed in a written contract or written agreement to provide the additional insured coverage on a primary and noncontributory basis, this policy shall be primary and we will not seek contribution from the additional insured's policy for damages we cover. CG 88 10 04 13 ® 2013 Liberty Mutual Insurance Includes copyrighted material of Insurance Services Office, Inc., with its permission. Page 5 of 8 b. The following is added to Paragraph b. Excess Insurance: When a written contract or written agreement, other than a premises lease, facilities rental contract or agreement, an equipment rental or lease contract or agreement, or permit issued by a state or political subdivision between you and an additional insured does not require this insurance to be primary or primary and non - contributory, this insurance is excess over any other insurance for which the addi- tional insured is designated as a Named Insured. Regardless of the written agreement between you and an additional insured, this insurance is excess over any other insurance whether primary, excess, contingent or on any other basis for which the additional insured has been added as an additional insured on other policies. I. ADDITIONAL INSUREDS - EXTENDED PROTECTION OF YOUR "LIMITS OF INSURANCE" This provision applies to any person or organization who qualifies as an additional insured under any form or endorsement under this policy. 1. The following is added to Condition 2. Duties In The Event Of Occurrence, Offense, Claim or Suit: An additional insured under this endorsement will as soon as practicable: a. Give written notice of an "occurrence" or an offense that may result in a claim or "suit" under this insurance to us; b. Tender the defense and indemnity of any claim or "suit" to all insurers whom also have insurance available to the additional insured; and c. Agree to make available any other insurance which the additional insured has for a loss we cover under this Coverage Part. d. We have no duty to defend or indemnify an additional insured under this endorsement until we receive written notice of a "suit" by the additional insured. 2. The limits of insurance applicable to the additional insured are those specified in a written contract or written agreement or the limits of insurance as stated in the Declarations of this policy and defined in Section III - Limits of Insurance of this policy, whichever are less. These limits are inclusive of and not in addition to the limits of insurance available under this policy. J. WHO IS AN INSURED - INCIDENTAL MEDICAL ERRORS / MALPRACTICE WHO IS AN INSURED - FELLOW EMPLOYEE EXTENSION - MANAGEMENT EMPLOYEES Paragraph 2.a.(1) of Section II - Who Is An Insured is replaced with the following: (1) "Bodily injury" or "personal and advertising injury": (a) To you, to your partners or members (if you are a partnership or joint venture), to your members (if you are a limited liability company), to a co- "employee" while in the course of his or her employ - ment or performing duties related to the conduct of your business, or to your other "volunteer workers" while performing duties related to the conduct of your business; (b) To the spouse, child, parent, brother or sister of that co- "employee" or "volunteer worker" as a consequence of Paragraph (1) (a) above; (c) For which there is any obligation to share damages with or repay someone else who must pay damages because of the injury described in Paragraphs (1) (a) or (b) above; or (d) Arising out of his or her providing or failing to provide professional health care services. However, if you are not in the business of providing professional health care services or providing profes- sional health care personnel to others, or if coverage for providing professional health care ser- vices is not otherwise excluded by separate endorsement, this provision (Paragraph (d)) does not apply. Paragraphs (a) and (b) above do not apply to "bodily injury" or "personal and advertising injury" caused by an "employee" who is acting in a supervisory capacity for you. Supervisory capacity as used herein means the "employee's" job responsibilities assigned by you, includes the direct supervision of other "employ- ees" of yours. However, none of these "employees" are insureds for "bodily injury" or "personal and CG 88 10 04 13 © 2013 Liberty Mutual Insurance Includes copyrighted material of Insurance Services Office, Inc., with its permission. Page 6 of 8 advertising injury" arising out of their willful conduct, which is defined as the purposeful or willful intent to cause "bodily injury" or "personal and advertising injury", or caused in whole or in part by their intoxica- tion by liquor or controlled substances. The coverage provided by provision J. is excess over any other valid and collectable insurance available to your "employee ". K. NEWLY FORMED OR ADDITIONALLY ACQUIRED ENTITIES Paragraph 3. of Section II - Who Is An Insured is replaced by the following: 3. Any organization you newly acquire or form and over which you maintain ownership or majority similar insurance available to that interest, will qualify as a Named Insured if there is no other organization. However: a. Coverage under this provision is afforded only until the which the entity was acquired or formed by you; b. Coverage A does not apply to "bodily injury" or "property acquired or formed the organization; and c. Coverage B does not apply to "personal and advertising expiration of the policy period in damage" that occurred before you injury" arising out of an offense committed before you acquired or formed the organization. d. Records and descriptions of operations must be maintained by the first Named Insured. No person or organization is an insured with respect to the conduct of any current or past partnership, joint venture or limited liability company that is not shown as a Named Insured in the Declarations or qualifies as an insured under this provision. L. FAILURE TO DISCLOSE HAZARDS AND PRIOR OCCURRENCES Under Section IV - Commercial General Liability Conditions, the following is added to Condition 6. Repre- sentations: Your failure to disclose all hazards or prior "occurrences" existing as of the inception date of the policy shall not prejudice the coverage afforded by this policy provided such failure to disclose all hazards or prior "occurrences" is not intentional. M. KNOWLEDGE OF OCCURRENCE, OFFENSE, CLAIM OR SUIT Under Section IV - Commercial General Liability Conditions, the following is added to Condition 2. Duties In The Event of Occurrence, Offense, Claim Or Suit: Knowledge of an "occurrence ", offense, claim or "suit" by an agent, servant or "employee" of any insured shall not in itself constitute knowledge of the insured unless an insured listed under Paragraph 1. of Section I1 - Who Is An Insured or a person who has been designated by them to receive reports of "occurrences ", offenses, claims or "suits" shall have received such notice from the agent, servant or "employee ". N. LIBERALIZATION CLAUSE If we revise this Commercial General Liability Extension Endorsement to provide more coverage without additional premium charge, your policy will automatically provide the coverage as of the day the revision is effective in your state. O. BODILY INJURY REDEFINED Under Section V - Definitions, Definition 3. is replaced by the following: 3. "Bodily Injury" means physical injury, sickness or disease sustained by a person. This includes mental anguish, mental injury, shock, fright or death that results from such physical injury, sick- ness or disease. CG 88 10 04 13 @ 2013 Liberty Mutual Insurance Includes copyrighted material of Insurance Services Office, Inc., with its permission. Page 7 of 8 P. EXTENDED PROPERTY DAMAGE Exclusion a. of COVERAGE A. BODILY INJURY AND PROPERTY DAMAGE LIABILITY is replaced by the following: a. Expected Or Intended Injury "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. Q. WAIVER OF TRANSFER OF RIGHTS OF RECOVERY AGAINST OTHERS TO US - WHEN REQUIRED IN A CONTRACT OR AGREEMENT WITH YOU Under Section IV - Commercial General Liability Conditions, the following is added to Condition 8. Trans- fer Of Rights Of Recovery Against Others To Us: We waive any right of recovery we may have against a person or organization because of payments we make for injury or damage arising out of your ongoing operations or "your work" done under a contract with that person or organization and included in the "products - completed operations hazard" provided: 1. You and that person or organization have agreed in writing in a contract or agreement that you waive such rights against that person or organization; and 2. The injury or damage occurs subsequent to the execution of the written contract or written agree- ment. CG 88 10 04 13 © 2013 Liberty Mutual Insurance Includes copyrighted material of Insurance Services Office, Inc., with its permission_ Page 8 of 8