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AG 19-211 - KPG RETURN TO: PW ADMIN EXT: 2700 ID#: 3864 CITY OF FEDERAL WAY LAW DEPARTMENT ROUTING FORM 1. ORIGINATING DEPT/DIV: PUBLIC WORKS/Streets 2. ORIGINATING STAFF PERSON:Jeff Huyrih EXT: 2721 3. DATE REQ.BY: 1/25/2021 3. TYPE OF DOCUMENT(CHECK ONE): O CONTRACTOR SELECTION DOCUMENT(E.G.,RFB,RFP,RFQ) 0 PUBLIC WORKS CONTRACT ❑ SMALL OR LIMITED PUBLIC WORKS CONTRACT ® PROFESSIONAL SERVICE AGREEMENT ❑ MAINTENANCE AGREEMENT ❑ GOODS AND SERVICE AGREEMENT ❑ HUMAN SERVICES/CDBG ❑ REAL ESTATE DOCUMENT ❑ SECURITY DOCUMENT(E.G.BOND RELATED DOCUMENTS) ❑ ORDINANCE ❑ RESOLUTION ® CONTRACT AMENDMENT(AG#):19-21 1 ❑ INTERLOCAL ❑ OTHER 4. PROJECT NAME: Lakota Middle School Safe Routes to School 5. NAME OF CO:NTRAC'TOlt: KPG. PS ADDRESS: 3131 Lliott Ave N, Suite 400, Seattle, WA 98121 TELEPHONE:206-286-1640 E-MAIL: mikelaCc kpg.com FAX: ,`,IGNA IIRENAME: TITLE:Survey Manager6. EXHIBITS AND ATTACHMENTS:0 SCOPE,WORK OR SERVICES ❑COMPENSATION ❑ INSURANCE REQUIREMENTS/CERTIFICATE (3 ALL OTHER REFERENCED EXHIBITS ❑ PROOF OF AUTHORITY TO SIGN ❑ REQUIRED LICENSES ❑ PRIOR CONTRACT/AMENDMENTS CFW LICENSE# BL,EXP.12/31/� UBI# .EXP.`/ /- 7. TERM: COMMENCEMENT DATE: 10/21/2019 COMPLETION DATE: 12/31/2021 8. TOTAL COMPENSATION:$($21,897.50 + $17,942.00) = $39,839fs (INCLUDE EXPENSES AND SALES TAX,IF ANY) (IF CALCULATED ON HOURLY LABOR CHARGE-ATTACH SCHEDULES OF EMPLOYEES TITLES AND HOLIDAY RATES) REIMBURSABLE EXPENSE: 0 YES O NO IF YES,MAXIMUM DOLLAR AMOUNT: $ IS SALES TAX OWED: O YES ❑NO IF YES,$ PAID BY: ❑CONTRACTOR ElCITY RETAINAGE: RETAINAGE AMOUNT: ❑RETAINAGE AGREEMENT(SEE CONTRACT) OR ❑RETAINAGE BOND PROVIDED in PURCHASING: PLEASE CHARGE TO: d36204-24100 9. DOCUMENT/CONTRACT REVIEW INITIAL/DATE REVIEWED INITIAL/DATE APPROVED d PROJECT MANAGER J"/111ei21 d DIVISION MANAGER SLH 1/19/2021 8 DEPUTY DIRECTOR DSw 1120121 8 DIRECTOR ❑ RISK MANAGEMENT (IF APPLICABLE) 8 LAW DEPT MP 1/22/2021 10. COUNCIL APPROVAL(IF APPLICABLE) SCHEDULED COMMITTEE DATE: COMMITTEE APPROVAL DATE: SCHEDULED COUNCIL DATE: COUNCIL APPROVAL DATE: 11. CONTRACT SIGNATURE ROUTING ❑ SENT TO VENDOR/CONTRACTOR DATE SENT: DATE REC'D: ❑ ATTACH: SIGNATURE AUTHORITY, INSURANCE CERTIFICATE,LICENSES,EXHIBITS ❑ CREATE ELECTRONIC REMINDER/NOTIFICATION FOR 1 MONTH PRIOR TO EXPIRATION DATE (INCLUDE DEPT.SUPPORT STAFF IF NECESSARY AND FEEL FREE TO SET NOTIFICATION MORE THAN A MONTH IN ADVANCE IF COUNCIL APPROVAL IS NEEDED.) INITIAL/DATE SIGNED ❑ FINANCE DEPARTMENT ,a LAW DEPT ,Z-SIGNATORY(MAYOR OR DIRECTOR) / e'CITY CLERK ❑ ASSIGNED AG# AG# ❑ SIGNED COPY RETURNED DATE SENT: COMMENTS: EXECUTE" "ORIGINALS 1/2020 ` eiry of CITY HALL Fe de ra I Way Feder 8th Avenue South Federal Way,WA 98003-6325 (253) 835-7000 www.cityofedere/way.com AMENDMENT NO. 2 TO PROFESSIONAL SERVICE AGREEMENTS FOR LAKOTA MIDDLE SCHOOL SAFE ROUTES TO SCHOOL PROJECT This Amendment ("Amendment No. 2") is made between the City of Federal Way, a Washington municipal corporation("City"),and KPG,P.S.,a Washington Professional Service Corporation("Contractor").The City and Contractor(together"Parties"),for valuable consideration and by mutual consent of the Parties,agree to amend the original Agreement for Lakota Middle School - SW Dash Point Road Sidewalk ("Agreement") dated effective October 17, 2019, as amended by Amendment No. 1 and identifies as Agreement No. 19-211 as follows: 1. AMENDED TERM.The term of the Agreement,as referenced by Section 4 of the Agreement and any prior amendments thereto, shall be amended and shall continue until the completion of the Services,but in any event no later than December 31, 2021 ("Amended Term"). 2. AMENDED SERVICES. The Services, as described in Exhibit A and as referenced by Section 2 of the Agreement, shall be amended to include, in addition to the Services and terms required under the original Agreement and any prior amendments thereto,those additional services described in Exhibit A-1 attached hereto and incorporated by this reference ("Additional Services"). 3. AMENDED COMPENSATION. The amount of compensation, as referenced by Section 5 of the Agreement, shall be amended to change the total compensation the City shall pay the Contractor and the rate or method of payment,as delineated in Exhibit B-1,attached hereto and incorporated by this reference.The Contractor agrees that any hourly or flat rate charged by it for its services contracted for herein shall remain locked at the negotiated rate(s)for the Amended Term.Except as otherwise provided in an attached Exhibit,the Contractor shall be solely responsible for the payment of any taxes imposed by any lawful jurisdiction as a result of the performance and payment of this Agreement. 4. GENERAL PROVISIONS. All other terms and provisions of the Agreement, together with any prior amendments thereto,not modified by this Amendment, shall remain in full force and effect.Any and all acts done by either Party consistent with the authority of the Agreement,together with any prior amendments thereto,after the previous expiration date and prior to the effective date of this Amendment, are hereby ratified as having been performed under the Agreement,as modified by any prior amendments,as it existed prior to this Amendment.The provisions of Section 13 of the Agreement shall apply to and govern this Amendment. The Parties whose names appear below swear under penalty of perjury that they are authorized to enter into this Amendment,which is binding on the parties of this contract. [Signature page follows] AMENDMENT - 1 - 3/2017 ` GIry OF CITY HALL Fe d e ra I Way Feder 8th Avenue South Federal Way,WA 98003-6325 (253) 835-7000 www ci fyoffederahvay..com IN WITNESS, the Parties execute this Agreement below, effective the last date written below. CITY OF FEDERAL WAY: ATTEST: By: Jim Feyefi,-Mayor p#anie Courtney, CMS, City Clerk DATE: APPROVED AS TO FORM: J. Ryan Call, City Attorney KPG, P.S.: By: k) ` Printed Name: Mike Bowen Title: Principal and Owner Date: STATE OF WASHINGTON ) ss. COUNTY OF KING) On this day personally appeared before me Mike Bowen,to me known to be the Principal and Owner of KPG,P.S. 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 :j day of cu 20_ �,�,��rtrrr►w 4!� Notary's signs e ��'S ",M ,�� f Notary's print n � Notary Public in and for the State of Washington. 0 .'", My commission expires U ( r �:A ++�►+rwti�t��' AMENDMENT - 2 - 3/2017 ` CITY p CITY HALL 33325 8th Avenue South Federal Way,WA 98003-6325 Federal (253) 835-7000 www cityolfederaWay com EXHIBIT A-2 ADDITIONAL SERVICES The Contractor shall provide additional topo survey to the Lakota Middle School Safe Routes to School project extending additional topo map as follows: A. SW Dash Point Road and 21st Avenue SW intersection i. To 600' west of the west crosswalk at the CL along SW Dash Point Road. ii. To 300' south of the south crosswalk at the CL along 21 st Avenue SW. B. SW Dash Point Road and SW 312th St intersection i. To 620' north of north crosswalk at the CL along SW Dash Point Road. On SW Dash Point Road, the surface features include channelization, curb & gutter, edge of pavement, signs, surface utilities, etc. and there is a rock wall along the "south" side of SW Dash Point Road(SR 509). For width requirements, it would be from the "north" edge of pavement to the south side of ROW. As far as utilities,there is only the existing loop conduit, two junction boxes and a gas line locating past the intersection. On 21 st Ave SW, same features as described on SW Dash Point from back of walk to back of walk. On SW Dash Point Road north of SW 312th St, this section has several more utilities so we need the same features with a width from 10' past back of walk on the "west" side to 10' past edge of pavement on the "east" side. AMENDMENT - 3 - 3/2017 ` CITY OF CITY HALL F+e d e ra l Way 33325 8th Avenue South Federal Way,WA 98003-6325 (253) 835-7000 www caWfTederahvay com EXHIBIT B-2 ADDITIONAL COMPENSATION 1. Total Compensation: In return for the Additional Services,the City shall pay the Contractor an additional amount not to exceed Seventeen Thousand Nine Hundred Forty-Two and no/100 Dollars ($17,942.00). The total amount payable to Contractor pursuant to the original Agreement,all previous Amendments,and this Amendment shall be an amount not to exceed Thirty-Nine Thousand Eight Hundred Thirty-Nine and 501100 Dollars ($39,839.50). AMENDMENT - 4 - 3/2017 EXHIBIT D ADDITIONAL MAPPING Client:City of Federal Way Project: LAKOTA MIDDLE SCHOOL FRONTAGE KPG PROJECT NUMBER:19123W06 DATE: January 2021 Labor Hour Estimate Total Hours and Labor Fee Estimate by Task Task Task Description Survey Mgr Project Survey Survey Crew I No. Surveyor Technician 210 140 117 166 Hours Fee Task 1 -Provide Additional Survey for Flashing Beacons and WSDOT Channelization Plans 1 1 Establish Horizontal and Vertical Control 4 4 $ 560.00 1.2 Field Survey and note reduction(1520') 1 8 40 49 $ 7,786.00 1.3 Prepare To o and DTM 32 32 $ 3.744.00 1.4 Locate utility paint marks 8 8 $ 1,328.00 1.5 CB and MH measure downs 4 4 $ 664.00 1 6 Coordinate field utility locates 2 2 $ 280.00 1.7 Calculate right of way 1 8 1 9 $ 1,330.00 Task Total 2 14 40 52 108 $ 15,692.00 Total Labor Hours and Feel 2 1 14 40 52 108 $ 15,692.00 Subconsultants Llti4ty Locate Service $ 2,100.00 Subtotal $ 2.100.00 Total Subconsultant Expense $ 2,100.00 Reimbursable Direct Non-Salary Costs Mileage at current IRS rate $ 150.00 Total Reimbursable Expense $ 150.00 Total Estimated Budget $ 17,942.00 r;.. jy r C7 r F - r. r'^w f• r� ram' ! f v P w of pavement to ROW on south, incl rock wall 41 IMF sidewalk AAk ` 300'from back of sidewalk to back of µ. 6 gym^ itl s ry - • • • •• • P` d8"" V y w KPG JN 19123WE „y 1/19/2021 620'from 10'beyond back of walk on west side to 10'beyond edge of pavement �.M on east side channelization, curb&gutter, edge of pavement, signs, surface utilities, etc Client#: 1487397 KPGPS DATE(MM/DD/YYYY) ACORD. CERTIFICATE OF LIABILITY INSURANCE 12/22/2020 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER.THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND,EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW.THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S),AUTHORIZED REPRESENTATIVE OR PRODUCER,AND THE CERTIFICATE HOLDER. IMPORTANT:If the certificate holder is an ADDITIONAL INSURED,the policy(ies)must have ADDITIONAL INSURED provisions or be endorsed. If SUBROGATION IS WAIVED,subject to the terms and conditions of the policy,certain policies may require an endorsement.A statement on this certificate does not confer any rights to the certificate holder in lieu of such endorsement(s). PRODUCER cNAR1E❑NTACT Please See Below: _ USI Insurance Services NW PR P._ONE ._2_0._6 441-_6._.3_00 _FA 6(A`C.fo Ext: (A)C.Nvl- 0-362-8530 601 Union Street,Suite 1000 E-MAIL Seattle.PLCertRequest@usi.com Seattle,WA 98101 INSURERIS)AFFORDING COVERAGE NAIC# INSURER A:Travelers Indemnity Co of America 25666 INSURED INSURER B:Travelers Casualty&Surety Co.of Amer 31194 KPG,P.S.fka KPG,Inc. 3131 Elliott Avenue,Suite 400 INSURER c:Berkley Insurance Company - 32603 INSURER D:Charter Oak Fire Insurance Company 25615 Seattle,WA 98121 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 CONTRACTOR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS INSR ADDL SUHR POLICY EFF POLICY EXP LTR TYPE OF INSURANCE INSR.WVD_. POLICY NUMBER IMM/DD/YYYY) {MMIDD/YYYYI LIMITS .— _ . _... A XI COMMERCIAL GENERAL LIABILITY X X 6809M6778552147 1/01/2021 01/01/202 EACH OCCURRENCE $1,000,000 —. CLAIMS-MADE X OCCUR Itti i�1 M1EMGF fC'aFh.T ; 1S� �S� 3 rr�;r C 0; $1,000,000 MED EXP Anv one person) 1$5,000 PERSONAL&ADV INJURY $1,000,000 GEN'L AGGREGATE LIMIT APPLIES PER: GENERAL AGGREGATE I$2,000,000 POLICY XI JET LOC PRODUCTS-COMP/OP AGG_',$2,000,000 $ OTHER: D AUTOMOBILE LIABILITY X X BA3R5763862147G 1/01/2021 01/01/202 •` rfl"F`'''IN' I L;M1T 1 000.000 ______ X ANY AUTO BODILY INJURY(Per person) $ OWNED SCHEDULED BODILY INJURY(Per accident) $ AUTOS ONLY AUTOS HIRED NON-OWNED P§UPER Y UAMAGL $ x AUTOS ONLY X AUTOS ONLY Per accdent I$ A X UMBRELLA LIAB X" OCCUR X X CUP9M6824352147 1/01/2021 01101120221 EACH OCCURRENCE $5 000 000 EXCESS LIAB CLAIMS-MADE (Follow Form) AGGREGATE $5.000.000 DED X RETENTION S1 0,000 $ _ B I WORKERS COMPENSATION X UB5R4996122047G 0/20/2020110/20/2021 X I PTR OTH- rp AND EMPLOYERS'LIABILITY ANY'Fso['R IC TiDR:'PAP.TN-?iLXECUTIVE YIN (Incl.WA Stop Gap) EL EACH ACCIDENT $1,000,000 ilFFnlEftiMEM19�=�.EX[;LULJEC' I NJ N/A — � IMandatnry in NHI E L DISEASE-EA EMPLOYEE'$1,000,000 If yes,describe under DESCRIPTION OF OPERATIONS below .E L.DISEASE-POLICY LIMIT S1,000.000 C Professional X AEC904155903 1/01/2021 01/01/202 $3,000,000 per claim Liability 1 $5,000,000 annl aggr. Incl.Pollution DESCRIPTION OF OPERATIONS/LOCATIONS/VEHICLES(ACORD 101,Additional Remarks Schedule,maybe attached if more space is required) RE: KPG PN 19123W6-Lakota Middle School Safe Routes to School.The General Liability and Automobile Liability policies include an automatic Additional Insured endorsement that provides Additional Insured status to State of Washington(State),City of Federal Way(Agency),their officers,employees and agents, only when there is a written contract that requires such status,and only with regard to work performed on behalf of the named insured.The General Liability and Automobile Liability policies contain a special (See Attached Descriptions) CERTIFICATE HOLDER CANCELLATION ANY OFBE City of Federal Way THE SHOULD EXPIRATIIONH DATE VTHEREOF,E NOTICEI ELLED WILL ES CBE CDELIVERED NE Attn:Sara Gilchrist ACCORDANCE WITH THE POLICY PROVISIONS. 33325 8th Avenue South Federal Way,WA 98003-0000 AUTHORIZED REPRESENTATIVE ©1988-2015 ACORD CORPORATION.All rights reserved. ACORD 25(2016/03) 1 of 2 The ACORD name and logo are registered marks of ACORD #S30701451/M30699619 S9KZP DESCRIPTIONS (Continued from Page 1) endorsement with Primary and Noncontributory wording,when required by written contract.The General Liability and Automobile Liability policies provide a Waiver of Subrogation when required by written contract.The General Liability,Automobile Liability and Professional Liability policies include an endorsement providing that 30 days notice of cancellation will be given to the Certificate Holder by the Insurance Carrier. SAGITTA 25.3(2016103) 2 of 2 #S30701451/M30699619 GENERAL PURPOSE ENDORSEMENT POLICY NUMBER: 6809M6778552147 OFFICE PAC THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. CGD361 This endorsement modifies insurance provided under the following: ADDITIONAL INSURED-OWNERS, LESSEES OR CONTRACTORS-SCHEDULED PERSON OR ORGANIZATION THIS ENDORSEMENT MODIFIES INSURANCE PROVIDED UNDER THE FOLLOWING: COMMERCIAL GENERAL LIABILITY COVERAGE PART SCHEDULE NAMES OF ADDITIONAL INSURED PERSON(S)OR ORGANIZATION(S): Any person or organization that you agree in a written contract to include as an additional insured on this Coverage Part, provided that such written contract was signed by you before,and is in effect when, the "bodily injury" or "property damage" occurs or the "personal injury" or"advertising injury" offense is committed. LOCATION OF COVERED OPERATIONS: Any project to which a written contract with the Additional Insured Person(s) or Organization(s) in the Schedule applies_ (INFORMATION REQUIRED TO COMPLETE THIS SCHEDULE, IF NOT SHOWN ABOVE, WILL BE SHOWN IN THE DECLARATIONS.) A. SECTION II -WHO IS AN INSURED IS AMENDED TO INCLUDE AS AN ADDITIONAL INSURED THE PERSON(S) OR ORGANIZATION(S) SHOWN IN THE SCHEDULE, BUT ONLYWITH RESPECT TO LIABILITY FOR "BODILY INJURY", "PROPERTY DAMAGE",PERSONAL INJURY OR "ADVERTISING INJURY" CAUSED, IN WHOLE OR IN PART, BY: 1. YOUR ACTS OR OMISSIONS;OR 2. THE ACTS OR OMISSIONS OF THOSE ACTING ON YOUR BEHALF; IN THE PERFORMANCE OF YOUR ONGOING OPERATIONS FOR THE ADDITIONALINSURED(S)AT THE LOCATION(S) DESIGNATED ABOVE. B.WITH RESPECT TO THE INSURANCE AFFORDED TO THESE ADDITIONAL INSURED,THE FOLLOWING ADDITIONAL EXCLUSIONS APPLY: This insurance does not apply to "bodily injury" or "property damage" occurring, or "personal injury" or "advertising injury" arising out of an offense committed, after: 1. ALL WORK, INCLUDING MATERIALS, PARTS OR EQUIPMENT FURNISHED INCONNECTION WITH SUCH WORK,ON THE PROJECT(OTHER THAN SERVICE, MAINTENANCEOR 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 ARISESHAS Page 1 of 2 CG T8 01 0121 GENERAL PURPOSE ENDORSEMENT POLICY NUMBER: OFFICE PAC THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. CGD361 This endorsement modifies insurance provided under the following: BEEN PUT TO ITS INTENDED USE BY ANY PERSON OR ORGANIZATION OTHER THANANOTHER CONTRACTOR OR SUBCONTRACTOR ENGAGED IN PERFORMING OPERATIONS FOR APRINCIPAL AS A PART OF THE SAME PROJECT. CG D3 61 03 05 Copyright 2005 The St. Paul Travelers Companies, Inc. All rights reserved. Includes copyrighted material of Insurance Services Office, Inc. with its permission. CG T8 01 0121 Page 2 of 2 POLICY: BA3R5763862147G COMMERCIAL AUTO THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. BLANKET ADMIONAL INSURED This endorsement modifies insurance provided under the following: BUSINESS AUTO COVERAGE FORM MOTOR CARRIER COVERAGE FORM The following is added to Paragraph c. in A.1., Who between you and that person or organization, that is Is An Insured, of SECTION II — COVERED AUTOS signed by you before the "bodily injury" or "property LIABILITY COVERAGE in the BUSINESS AUTO damage" occurs and that is in effect during the policy COVERAGE FORM and Paragraph e. in A.1.,Who Is period, to name as an additional insured for Covered An Insured, of SECTION II — COVERED AUTOS Autos Liability Coverage, but only for damages to LIABILITY COVERAGE in the MOTOR CARRIER which this insurance applies and only to the extent of COVERAGE FORM, whichever Coverage Form is that person's or organization's liability for the conduct part of your policy: of another"insured". This includes any person or organization who you are required under a written contract or agreement CA T4 37 02 16 ®2016 The Travelers Indemnity Company.All rights reserved. Page 1 of 1 Includes copyrighted material of Insurance Services Office,Inc.with its permission. POLICY:6809M6778552147 COMMERCIAL GENERAL LIABILITY COMIMERDAL GENERAL LIABILITY COVERAGE FORM Various provisions in this policy restrict coverage. Read (1) The "bodily injury" or "property damage" is the entire policy carefully to determine rights, duties and caused by an "occurrence"that takes place what is and is not covered. in the"coverage territory"; Throughout this policy the words "you" and "your" refer (2) The "bodily injury" or "property damage" to the Named Insured shown in the Declarations, and occurs during the policy period;and any other person or organization qualifying as a Named Insured under this policy. The words "we", "us" and (3) Prior to the policy period, no insured listed "our" refer to the company providing this insurance. under Paragraph 1. of Section II —Who Is The word "insured" means any person or organization An Insured and no "employee" authorized qualifying as such under Section II — Who Is An by you to give or receive notice of an Insured. "occurrence" or claim knew that the "bodily injury" or"property damage" had occurred, Other words and phrases that appear in quotation in whole or in part. If such a listed insured marks have special meaning. Refer to Section V — or authorized "employee" knew, prior to the Definitions. policy period, that the "bodily injury" or "property damage" occurred, then any SECTION I—COVERAGES continuation, change or resumption of such COVERAGE A — BODILY INJURY AND PROPERTY "bodily injury" or "property damage" during DAMAGE LIABILITY or after the policy period will be deemed to have been known prior to the policy period. 1. Insuring Agreement t. "Bodily injury" or "property damage" which a. We will pay those sums that the insured occurs during the policy period and was not, becomes legally obligated to pay as damages prior to the policy period, known to have because of"bodily injury" or "property damage" occurred by any insured listed under Paragraph to which this insurance applies. We will have 1. of Section II — Who Is An Insured or any the right and duty to defend the insured against "employee"authorized by you to give or receive any "suit" seeking those damages. However, notice of an "occurrence" or claim, includes any we will have no duty to defend the insured continuation, change or resumption of that against any "suit" seeking damages for "bodily "bodily injury" or "property damage" after the injury" or "property damage" to which this end of the policy period. insurance does not apply. We may, at our discretion, investigate any "occurrence" and d. "Bodily injury" or "property damage" will be settle any claim or"suit"that may result. But. deemed to have been known to have occurred at the earliest time when any insured listed (1) The amount we will pay for damages is under Paragraph 1. of Section 11 — Who Is An limited as described in Section III — Limits Insured or any "employee" authorized by you to Of Insurance; and give or receive notice of an "occurrence" or (2) Our right and duty to defend end when we claim: have used up the applicable limit of (1) Reports all, or any part, of the "bodily insurance in the payment of judgments or injury" or "property damage" to us or any settlements under Coverages A or B or other insurer; medical expenses under Coverage C. No other obligation or liability to pay sums or (2) Receives a written or verbal demand or perform acts or services is covered unless claim for damages because of the bodily explicitly provided for under Supplementary injury"or'property damage"; or Payments. (3) Becomes aware by any other means that b. This insurance applies to "bodily injury" and "bodily injury" or "property damage" has "property damage"only if: occurred or has begun to occur. CG T1 00 02 19 ©2017 The Travelers Indemnity Company.All rights reserved. Page 1 of 21 Includes copyrighted material of Insurance Services Office,Inc.with its permission. COMMERCIAL GENERAL LIABILITY venture or limited liability company that is not shown as a. The amount shown for the Damage To a Named Insured in the Declarations. This paragraph Premises Rented To You Limit in the does not apply to any such partnership, joint venture or Declarations of this Coverage Part; or limited liability company that otherwise qualifies as an b. $300,000 if no amount is shown for the insured under Section II—Who Is An Insured. Damage To Premises Rented To You Limit in SECTION III—LIMITS OF INSURANCE the Declarations of this Coverage Part. 1. The Limits of Insurance shown in the Declarations 7. Subject to Paragraph 5. above, the Medical and the rules below fix the most we will pay Expense Limit is the most we will pay under regardless of the number of: Coverage C for all medical expenses because of a. Insureds: "bodily injury" sustained by any one person. The Limits of Insurance of this Coverage Part apply b. Claims made or"suits" brought; or separately to each consecutive annual period and to any c. Persons or organizations making claims or remaining period of less than 12 months, starting with bringing "suits". the beginning of the policy period shown in the Declarations, unless the policy period is extended after 2. The General Aggregate Limit is the most we will pay issuance for an additional period of less than 12 for the sum of: months. In that case, the additional period will be a. Medical expenses under Coverage C; deemed part of the last preceding period for purposes of b. Damages under Coverage A, except damages determining the Limits of Insurance. because of "bodily injury" or "property damage" SECTION IV — COMMERCIAL GENERAL LIABILITY included in the "products-completed operations CONDITIONS hazard"; and 1. Bankruptcy c. Damages under Coverage B. Bankruptcy or insolvency of the insured or of the 3. The Products-Completed Operations Aggregate insured's estate will not relieve us of our obligations Limit is the most we will pay under Coverage A for under this Coverage Part. damages because of "bodily injury" and "property 2, Duties In The Event Of Occurrence, Offense, damage" included in the "products-completed Claim Or Suit operations hazard". a. You must see to it that we are notified as soon 4. Subject to Paragraph 2. above, the Personal And as practicable of an "occurrence" or an offense Advertising Injury Limit is the most we will pay which may result in a claim. To the extent under Coverage B for the sum of all damages possible, notice should include: because of all "personal injury" and "advertising injury" sustained by any one person or organization. (1) How, when and where the "occurrence" or offense took place; S. Subject to Paragraph 2. or 3. above, whichever applies, the Each Occurrence Limit is the most we (2) The names and addresses of any injured will pay for the sum of: persons and witnesses; and a. Damages under Coverage A; and (3) The nature and location of any injury or damage arising out of the "occurrence" or b. Medical expenses under Coverage C: offense. because of all "bodily injury" and "property damage" arising out of any one "occurrence". b. If a claim is made or "suit" is brought against For the purposes of determining the applicable any insured,you must: Each Occurrence Limit, all related acts or (1) Immediately record the specifics of the omissions committed in providing or failing to claim or"suit" and the date received; and provide first aid or "Good Samaritan services" to (2) Notify us as soon as practicable. any one person will be deemed to be one.occurrence". You must see to it that we receive written notice of the claim or"suit"as soon as practicable_ 6. Subject to Paragraph S. above, the Damage To Premises Rented To You Limit is the most we will c. You and any other involved insured must: pay under Coverage A for damages because of (1) Immediately send us copies of any "premises damage" to any one premises. The demands, notices, summonses or legal Damage To Premises Rented To You Limit will be: papers received in connection with the claim or"suit"; CG T1 00 02 19 2017 The Travelers Indemnity Company.All rights reserved. Page 13 of 21 Includes copyrighted material of Insurance Services Office,Inc with its permission. COMMERCIAL GENERAL LIABILITY (2) Authorize us to obtain records and other (iii) An executive officer or director of information; any other organization;or (3) Cooperate with us in the investigation or (iv)A trustee of any trust; settlement of the claim or defense against the"suit"; and that is your partner, joint venture member, manager or trustee; or (4) Assist us, upon our request, in the (b) Any employee authorized by such enforcement of any right against any partnership, joint venture, limited person or organization which may be liable liability company, trust or other to the insured because of injury or damage organization to give notice of an to which this insurance may also apply. "occurrence"or offense. d. No insured will, except at that insured's own (3) Notice to us of such "occurrence" or cost, voluntarily make a payment, assume any offense will be deemed to be given as soon obligation, or incur any expense, other than for as practicable if it is given in good faith as first aid, without our consent soon as practicable to your workers' e. The following provisions apply to Paragraph a. compensation insurer. This applies only if above, but only for purposes of the insurance you subsequently give notice to us of the provided under this Coverage Part to you or any "occurrence" or offense as soon as insured listed in Paragraph 1. or 2. of Section II practicable after any of the persons —Who Is An Insured: described in Paragraph e.(1) or (2) above discovers that the "occurrence" or offense (1) Notice to us of such "occurrence" or may result in sums to which the insurance offense must be given as soon as provided under this Coverage Part may practicable only after the "occurrence" or apply. offense is known to you (if you are an However, if this policy includes an endorsement individual), any of your partners or that provides limited coverage for"bodily injury" members who is an individual (if you are a or "property damage" or pollution costs arising partnership or joint venture), any of your out of a discharge, release or escape of managers who is an individual (if you are a "pollutants" which contains a requirement that limited liability company), any of your the discharge, release or escape of "pollutants" "executive officers" or directors (if you are must be reported to us within a specific number an organization other than a partnership, of days after its abrupt commencement, this joint venture, or limited liability company), Paragraph e. does not affect that requirement. any of your trustees who is an individual (if you are a trust) or any "employee" 3. Legal Action Against Us authorized by you to give notice of an No person or organization has a right under this "occurrence"or offense. Coverage Part: (2) If you are a partnership, joint venture, a. To join us as a party or otherwise bring us into limited liability company or trust, and none a"suit"asking for damages from an insured; or of your partners, joint venture members, b. To sue us on this Coverage Part unless all of managers or trustees are individuals, notice its terms have been fully complied with. to us of such "occurrence" or offense must be given as soon as practicable only after A person or organization may sue us to recover on the "occurrence"or offense is known by: an agreed settlement or on a final judgment against an insured; but we will not be liable for damages (a) Any individual who is: that are not payable under the terms of this (i) A partner or member of any Coverage Part or that are in excess of the partnership or joint venture; applicable limit of insurance. An agreed settlement means a settlement and release of liability signed by (ii) A manager of any limited liability us, the insured, and the claimant or the claimant's company; legal representative. Page 14 of 21 ®2017 The Travelers Indemnity Gompany.All rights reserved. CG T1 00 02 19 Includes copyrighted material of Insurance Services Office.Inc with its permission. COMMERCIAL GENERAL LIABILITY 4. Other Insurance (ii) That is insurance for "premises If valid and collectible other insurance is available to damage"; the insured for a loss we cover under Coverages A (iii) If the loss arises out of the or B of this Coverage Part, our obligations are maintenance or use of aircraft, limited as described in Paragraphs a. and b.below. "autos" or watercraft to the extent As used anywhere in this Coverage Part, other not subject to any exclusion in this insurance means insurance, or the funding of Coverage Part that applies to losses,that is provided by, through or on behalf of: aircraft,"autos"or watercraft; (i) Another insurance company; (iv) That is insurance available to a premises owner, manager or (ii) Us or any of our affiliated insurance companies, lessor that qualifies as an insured except when the Non cumulation of Each under Paragraph 4. of Section II — Occurrence Limit provision of Paragraph S. of Who Is An Insured, except when Section III — Limits Of Insurance or the Non Paragraph d. below applies; or cumulation of Personal and Advertising Injury Limit provision of Paragraph 4. of Section III — (v) That is insurance available to an Limits of Insurance applies because the equipment lessor that qualifies o Amendment — Non Cumulation Of Each an insured under Paragraph 5. off Occurrence Limit Of Liability And Non Section II — Who Is An Insured, except when Paragraph d. below Cumulation Of Personal And Advertising Injury Limit endorsement is included in this policy; applies. (iii)Any risk retention group; or (b) Any of the other insurance, whether primary, excess, contingent or on any (iv)Any self-insurance method or program, in other basis, that is available to the which case the insured will be deemed to be insured when the insured is an the provider of other insurance. additional insured, or is any other Other insurance does not include umbrella insured that does not qualify as a insurance, or excess insurance, that was bought named insured, under such other specifically to apply in excess of the Limits of insurance. Insurance shown in the Declarations of this (2) When this insurance is excess, we will Coverage Part. have no duty under Coverages A or B to As used anywhere in this Coverage Part, other defend the insured against any"suit" if any insurer means a provider of other insurance. As other insurer has a duty to defend the insured against that "suit". If no other used in Paragraph c. below, insurer means a insurer defends,we will undertake to do so, provider of insurance. but we will be entitled to the insured's rights a. Primary Insurance against all those other insurers. This insurance is primary except when (3) When this insurance is excess over other Paragraph b. below applies_ If this insurance is insurance,we will pay only our share of the primary, our obligations are not affected unless amount of the loss, if any, that exceeds the any of the other insurance is also primary. sum of: Then, we will share with all that other insurance (a) The total amount that all such other by the method described in Paragraph c. below, insurance would pay for the loss in the except when Paragraph d. below applies. absence of this insurance; and b. Excess Insurance (b) The total of all deductible and self- insured amounts under all that other (1) This insurance is excess over: insurance. (a) Any of the other insurance, whether (4) We will share the remaining loss, if any, primary, excess, contingent or on any with any other insurance that is not other basis: described in this Excess Insurance provision and was not bought specifically to (1) That is Fire, Extended Coverage, apply in excess of the Limits of Insurance Builder's Risk, Installation Risk or shown in the Declarations of this Coverage similar coverage for"your work"; Part- CG T1 00 02 19 ©2017 The Travelers Indemnity Company.All rights reserved. Page 15 of 21 Includes copyrighted material of Insurance Services Office.Inc.with its permission. COMMERCIAL GENERAL LIABILITY c. Method Of Sharing a. The statements in the Declarations are If all of the other insurance permits contribution accurate and complete; by equal shares, we will follow this method also. b. Those statements are based upon Under this approach each insurer contributes representations you made to us; and equal amounts until it has paid its applicable c. We have issued this policy in reliance upon limit of insurance or none of the loss remains, your representations. whichever comes first. The unintentional omission of, or unintentional error If any of the other insurance does not permit in, any information provided by you which we relied contribution by equal shares, we will contribute upon in issuing this policy will not prejudice your by limits. Under this method, each insurer's rights under this insurance. However, this provision share is based on the ratio of its applicable limit does not affect our right to collect additional of insurance to the total applicable limits of premium or to exercise our rights of cancellation or insurance of all insurers. nonrenewal in accordance with applicable insurance d. Primary And Non-Contributory Insurance If laws or regulations. Required By Written Contract 7, Separation Of Insureds If you specifically agree in a written contract or Except with respect to the Limits of Insurance, and agreement that the insurance afforded to an any rights or duties specifically assigned in this insured under this Coverage Part must apply on Coverage Part to the first Named Insured, this a primary basis, or a primary and non- insurance applies: contributory basis, this insurance is primary to a. As if each Named Insured were the only other insurance that is available to such insured Named Insured; and which covers such insured as a named insured, and we will not share with that other insurance, b. Separately to each insured against whom claim provided that: is made or"suit" is brought. (1) The "bodily injury" or "property damage" for 8. Transfer Of Rights Of Recovery Against Others which coverage is sought occurs; and To Us (2) The "personal and advertising injury" for If the insured has rights to recover all or part of any which coverage is sought is caused by an payment we have made under this Coverage Part, offense that is committed: those rights are transferred to us. The insured must do nothing after loss to impair them. At our request, subsequent to the signing of that contract or the insured will bring "suit" or transfer those rights agreement by you. to us and help us enforce them. S. Premium Audit 9. When We Do Not Renew a. We will compute all premiums for this Coverage If we decide not to renew this Coverage Part, we will Part in accordance with our rules and rates. mail or deliver to the first Named Insured shown in b. Premium shown in this Coverage Part as the Declarations written notice of the nonrenewal advance premium is a deposit premium only. At not less than 30 days before the expiration date. the close of each audit period we will compute If notice is mailed, proof of mailing will be sufficient the earned premium for that period and send proof of notice. notice to the first Named Insured. The due date SECTION V—DEFINITIONS for audit and retrospective premiums is the date 1 "Advertisement" means a notice that is broadcast or shown as the due date on the bill. If the sum of published to the general public or specific market the advance and audit premiums paid for the segments about your goods, products or services policy period is greater than the earned for the purpose of attracting customers or premium, we will return the excess to the first supporters. For the purposes of this definition: Named Insured. c. The first Named Insured must keep records of a. Notices that are published include material the information we need for premium placed on the Internet or on similar electronic computation, and send us copies at such times means of communication; and as we may request. b. Regarding websites, only that part of a website 6. Representations that is about your goods, products or services for the purposes of attracting customers or By accepting this policy,you agree: supporters is considered an advertisement. Page 16 of 21 s�2 2017 The Travelers Indemnily Company All rights reserved. CG T1 00 02 19 Includes copyrighted material of Insurance Services Office.Inc with its permission. POLICY:BA3R5763862147G COMMERCIAL AUTO THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. BLANKET ADDITIONAL IONAL INSURED - PRIMARY AND NON-CONTRIBUTORY ITH OTHER INSURANCE This endorsement modifies insurance provided under the following- BUSINESS AUTO COVERAGE FORM PROVISIONS 2. The following is added to Paragraph B.S., Other 1. The following is added to Paragraph A.1.c., Who Insurance of SECTION IV — BUSINESS AUTO Is An Insured, of SECTION II — COVERED CONDITIONS: AUTOS LIABILITY COVERAGE: Regardless of the provisions of paragraph a. and This includes any person or organization who you paragraph d.of this part S. Other Insurance, this are required under a written contract or insurance is primary to and non-contributory with agreement between you and that person or applicable other insurance under which an organization, that is signed by you before the additional insured person or organization is the "bodily injury" or "property damage" occurs and first named insured when the written contract or that is in effect during the policy period, to name agreement between you and that person or as an additional insured for Covered Autos organization, that is signed by you before the Liability Coverage, but only for damages to which "bodily injury" or "property damage" occurs and this insurance applies and only to the extent of that is in effect during the policy period, requires that person's or organization's liability for the this insurance to be primary and non-contributory. conduct of another"insured". CA T4 74 02 16 ®2016 The Travelers Indemnity Company.All rights reserved. Page 1 of 1 Includes copyrighted material of Insurance Services Office,Inc.with its permission. POLICY:6809M6778552147 COMMERCIAL GENERAL LIABILITY THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. XTEND ENDORSEMENT FOR ARCHITECTS, ENGINEERS AND SURVEYORS This endorsement modifies insurance provided under the following. COMMERCIAL GENERAL LIABILITY COVERAGE PART GENERAL DESCRIPTION OF COVERAGE — This endorsement broadens coverage. However, coverage for any injury, damage or medical expenses described in any of the provisions of this endorsement may be excluded or limited by another endorsement to this Coverage Part, and these coverage broadening provisions do not apply to the extent that coverage is excluded or limited by such an endorsement.The following listing is a general coverage description only. Read all the provisions of this endorsement and the rest of your policy carefully to determine rights, duties, and what is and is not covered. A. Non-Owned Watercraft—75 Feet Long Or Less H. Blanket Additional Insured — Governmental B. Who Is An Insured—Unnamed Subsidiaries Entities — Permits Or Authorizations Relating To Premises C. Who Is An Insured—Retired Partners, Members, Directors And Employees I. Blanket Additional Insured — Governmental Entities — Permits Or Authorizations Relating To D. Who Is An Insured — Employees And Volunteer Operations Workers — Bodily Injury To Co-Employees, Co- Volunteer Workers And Retired Partners, J. Incidental Medical Malpractice Members, Directors And Employees K. Medical Payments— Increased Limit E. Who Is An Insured —Newly Acquired Or Formed L. Amendment Of Excess Insurance Condition — Limited Liability Companies Professional Liability F. Blanket Additional Insured—Controlling Interest M. Blanket Waiver Of Subrogation—When Required G. Blanket Additional Insured — Mortgagees, By Written Contract Or Agreement Assignees, Successors Or Receivers N. Contractual Liability—Railroads PROVISIONS uses or is responsible for the use of a A. NON-OWNED WATERCRAFT — 75 FEET watercraft that you do not own that is: LONG OR LESS (1) 75 feet long or less; and 1. The following replaces Paragraph (2) of (2) Not being used to carry any person Exclusion g.. Aircraft, Auto Or Watercraft, or property for a charge; in Paragraph 2. of SECTION I — B. WHO IS AN INSURED — UNNAMED COVERAGES — COVERAGE A — BODILY SUBSIDIARIES INJURY AND PROPERTY DAMAGE The following is added to SECTION II —WHO IS LIABILITY: AN INSURED: (2) A watercraft you do not own that is: Any of your subsidiaries. other than a partnership (a) 75 feet long or less; and or joint venture, that is not shown as a Named (b) Not being used to carry any person Insured in the Declarations is a Named Insured or property for a charge; if: 2. The following replaces Paragraph 2.e. of a. You are the sole owner of, or maintain an SECTION II—WHO IS AN INSURED: ownership interest of more than 50% in, such e. Any person or organization that, with subsidiary on the first day of the policy your express or implied consent, either period; and CG D3 79 02 19 C)2017 The Travelers Indemnity Company All rights reserved. Page 1 of 6 Includes copyrighted material of Insurance Services Office,Inc wilh its permission COMMERCIAL GENERAL LIABILITY b. Such subsidiary is not an insured under Unless you are in the business or occupation similar other insurance. of providing professional health care No such subsidiary is an insured for "bodily services, Paragraphs (1)(a), (b), (c) and (d) injury' or "property damage" that occurred, or above do not apply to "bodily injury" arising "personal and advertising injury" caused by an out of providing or failing to provide first aid offense committed: or"Good Samaritan services" by any of your retired partners, members, directors or a. Before you maintained an ownership interest "employees", other than a doctor. Any such of more than 50% in such subsidiary; or retired partners, members, directors or b. After the date, if any.during the policy period "employees" providing or failing to provide that you no longer maintain an ownership first aid or "Good Samaritan services" during interest of more than 50% in such subsidiary. their work hours for you will be deemed to be acting within the scope of their employment For purposes of Paragraph 1. of Section II—Who by you or performing duties related to the Is An Insured, each such subsidiary will be conduct of your business. deemed to be designated in the Declarations as: a. A limited liability company; (2) "Personal injury": b. An organization other than a partnership, (a) To you, to your current or retired joint venture or limited liability company; or partners or members you are a partnership or joint venture), to your c. A trust; current or retired members (if you are a as indicated in its name or the documents that limited liability company), to your other govern its structure. current or retired directors or "employees" while in the course of his or C. WHO IS AN INSURED—RETIRED PARTNERS, her employment or performing duties MEMBERS,DIRECTORS AND EMPLOYEES related to the conduct of your business, The following is added to Paragraph 2. of or to your other "volunteer workers" SECTION II—WHO IS AN INSURED: while performing duties related to the Any person who is your retired partner, member, conduct of your business; director or"employee"that is performing services (b) To the spouse, child, parent, brother or for you under your direct supervision, but only for sister of that current or retired partner, acts within the scope of their employment by you member, director, "employee" or or while performing duties related to the conduct "volunteer worker" as a consequence of of your business. However, no such retired Paragraph(2)(a)above; partner, member, director or "employee" is an insured for: (c) For which there is any obligation to share damages with or repay someone (1) "Bodily injury": else who must pay damages because of (a) To you, to your current partners or the injury described in Paragraph (2)(a) members (if you are a partnership or or(b)above;or joint venture), to your current members (d) Arising out of his or her providing or (if you are a limited liability company) or failing to provide professional health care to your current directors; services. (b) To the spouse, child, parent, brother or (3) "Property damage"to property: sister of that current partner, member or director as a consequence of Paragraph (a) Owned, occupied or used by; or (1)(a)above; (b) Rented to, in the care, custody or control (c) For which there is any obligation to of, or over which physical control is being exercised for any purpose by: share damages with or repay someone else who must pay damages because of you, any of your retired partners, members the injury described in Paragraph (1)(a) or directors, your current or retired or(b) above; or "employees" or "volunteer workers", any current partner or member (if you are a (d) Arising out of his or her providing or partnership or joint venture), or any current failing to provide professional health care member (if you are a limited liability services. company)or current director. Page 2 of 6 O 2017 The Travelers Indemnity Company_All rights reserved_ CG D3 79 02 19 Includes copyrighted material of Insurance Services Office,Inc.with its permission. COMMERCIAL GENERAL LIABILITY D. WHO IS AN INSURED — EMPLOYEES AND organization will be deemed to be VOLUNTEER WORKERS — BODILY INJURY designated in the Declarations as: TO CO-EMPLOYEES, CO-VOLUNTEER a. A limited liability company; WORKERS AND RETIRED PARTNERS, MEMBERS, DIRECTORS AND EMPLOYEES b. An organization other than a partnership, joint venture or limited liability company; The following is added to Paragraph 2.a.(1) of or SECTION 11—WHO IS AN INSURED: c. A trust; Paragraphs (1)(a), (b) and (c) above do not as indicated in its name or the documents apply to "bodily injury" to a current or retired co- that govern its structure. "employee" while in the course of the co- "employee's" employment by you or performing F. BLANKET ADDITIONAL INSURED — duties related to the conduct of your business, or CONTROLLING INTEREST to "bodily injury" to your other "volunteer 1. The following is added to SECTION 11 — workers" or retired partners, members or WHO IS AN INSURED: directors while performing duties related to the conduct of your business. Any person or organization that has financial control of you is an insured with respect to E. WHO IS AN INSURED—NEWLY ACQUIRED liability for "bodily injury", "property damage" OR FORMED LIMITED LIABILITY COMPANIES or "personal and advertising injury" that The following replaces Paragraph 3. of arises out of: SECTION II—WHO IS AN INSURED: a. Such financial control;or 3. Any organization you newly acquire or form, b. Such person's or organization's other than a partnership or joint venture, and ownership, maintenance or use of of which you are the sole owner or in which premises leased to or occupied by you. you maintain an ownership interest of more than 50%, will qualify as a Named Insured if The insurance provided to such person or there is no other similar insurance available organization does not apply to structural to that organization. However: alterations, new construction or demolition operations performed by or on behalf of such a. Coverage under this provision is person or organization. afforded only: 2. The fallowing is added to Paragraph 4. of (1) Until the 180th day after you acquire SECTIO N II—WHO IS AN INSURED: or form the organization or the end of This paragraph does not apply to any the policy period, whichever is premises owner, manager or lessor that has earlier, if you do not report such financial control of you. organization in writing to us within 180 days after you acquire or form it; G. BLANKET ADDITIONAL INSURED — or MORTGAGEES, ASSIGNEES, SUCCESSORS (2) Until the end of the policy period, OR RECEIVERS when that date is later than 180 days The following is added to SECTION II—WHO IS after you acquire or form such AN INSURED: organization, if you report such Any person or organization that is a mortgagee, organization in writing to us within assignee, successor or receiver and that you 180 days after you acquire or form it; have agreed in a written contract or agreement b. Coverage A does not apply to "bodily to include as an additional insured on this injury" or "property damage" that Coverage Part is an insured, but only with occurred before you acquired or formed respect to its liability as mortgagee, assignee, the organization; and successor or receiver for"bodily injury", "property damage" or "personal and advertising injury" c. Coverage B does not apply to "personal that: and advertising injury" arising out of an offense committed before you acquired a. Is "bodily injury" or "property damage" that or formed the organization. occurs, or is"personal and advertising injury" For the purposes of Paragraph 1. of Section caused by an offense that is committed, 11 — Who Is An Insured, each such CG D3 79 02 19 ©2017 The Travelers Indemnity Company.All rights reserved. Page 3 of 6 Includes copyrighted material of Insurance Services Office,Inc.with its permission_ COMMERCIAL GENERAL LIABILITY subsequent to the signing of that contract or openings, sidewalk vaults, elevators, street agreement;and banners or decorations. b. Arises out of the ownership, maintenance or 1. BLANKET ADDITIONAL INSURED — use of the premises for which that GOVERNMENTAL ENTITIES — PERMITS mortgagee, assignee, successor or receiver OR AUTHORIZATIONS RELATING TO is required under that contract or agreement OPERATIONS to be included as an additional insured on The following is added to SECTION 11—WHO IS this Coverage Part. AN INSURED: The insurance provided to such mortgagee, Any governmental entity that has issued a permit assignee, successor or receiver is subject to the or authorization with respect to operations following provisions: performed by you or on your behalf and that you a. The limits of insurance provided to such are required by any ordinance, law, building code mortgagee, assignee, successor or receiver or written contract or agreement to include as an will be the minimum limits that you agreed to additional insured on this Coverage Part is an provide in the written contract or agreement, insured, but only with respect to liability for or the limits shown in the Declarations, "bodily injury", "property damage" or "personal whichever are less. and advertising injury" arising out of such b. The insurance provided to such person or operations. organization does not apply to: The insurance provided to such governmental (1) Any "bodily injury" or "property damage" entity does not apply to: that occurs, or any "personal and a. Any "bodily injury", "property damage" or advertising injury" caused by an offense "personal and advertising injury" arising out that is committed, after such contract or of operations performed for the agreement is no longer in effect; or governmental entity; or (2) Any "bodily injury", "property damage" or b. Any "bodily injury" or "property damage" "personal and advertising injury" arising included in the "products-completed out of any structural alterations, new operations hazard". construction or demolition operations J. INCIDENTAL MEDICAL MALPRACTICE performed by or on behalf of such mortgagee, assignee, successor or 1. The following replaces Paragraph b. of the receiver. definition of "occurrence" in the H. BLANKET ADDITIONAL INSURED — DEFINITIONS Section: GOVERNMENTAL ENTITIES — PERMITS OR b. An act or omission committed in AUTHORIZATIONS RELATING TO PREMISES providing or failing to provide "incidental medical services", first aid or "Good The following is added to SECTION II —WHO IS Samaritan services" to a person, unless AN INSURED: you are in the business or occupation of Any governmental entity that has issued a permit providing professional health care or authorization with respect to premises owned services. or occupied by, or rented or loaned to, you and 2. The following replaces the last paragraph of that you are required by any ordinance, law, Paragraph 2.a.(1) of SECTION II — WHO IS building code or written contract or agreement to AN INSURED: include as an additional insured on this Coverage Part is an insured, but only with Unless you are in the business or occupation respect to liability for "bodily injury", "property of providing professional health care damage" or "personal and advertising injury" services, Paragraphs (1)(a), (b), (c) and (d) arising out of the existence, ownership, use, above do not apply to "bodily injury" arising maintenance, repair, construction, erection or out of providing or failing to provide: removal of any of the following for which that governmental entity has issued such permit or (a) "Incidental medical services" by any of your "employees' who is a nurse, authorization: advertising signs, awnings, nurse assistant, emergency medical canopies, cellar entrances, coal holes, technician, paramedic, athletic trainer, driveways, manholes, marquees, hoist away audiologist, dietician, nutritionist, Page 4 of 6 ©2017 The Travelers Indemnity Company.All rights reserved. CG D3 79 02 19 Includes copyrighted material of Insurance Services Office,Inc.with its permission. COMMERCIAL GENERAL LIABILITY occupational therapist or occupational that is available to any of your "employees" therapy assistant, physical therapist or for "bodily injury" that arises out of providing speech-language pathologist; or or failing to provide "incidental medical (b) First aid or "Good Samaritan services" services" to any person to the extent not by any of your"employees" or"volunteer subject to Paragraph 2.a.(1) of Section II — workers", other than an employed or Who Is An Insured. volunteer doctor. Any such "employees" K. MEDICAL PAYMENTS—INCREASED LIMIT or"volunteer workers" providing or failing to provide first aid or "Good Samaritan The following replaces Paragraph 7. of services" during their work hours for you SECTION III—LIMITS OF INSURANCE: will be deemed to be acting within the 7. Subject to Paragraph 5. above, the Medical scope of their employment by you or Expense Limit is the most we will pay under performing duties related to the conduct Coverage C for all medical expenses of your business. because of "bodily injury" sustained by any 3. The following replaces the last sentence of one person, and will be the higher of: Paragraph 5. of SECTION III — LIMITS OF a. $10,000; or INSURANCE: For the purposes of determining the b. The amount shown in the Declarations of applicable Each Occurrence Limit, all related this Coverage Part for Medical Expense acts or omissions committed in providing or Limit. failing to provide "incidental medical L. AMENDMENT OF EXCESS INSURANCE services", first aid or "Good Samaritan CONDITION—PROFESSIONAL LIABILITY services" to any one person will be deemed to be one"occurrence". The following is added to Paragraph 4.b., Excess Insurance, of SECTION IV — 4. The following exclusion is added to COMMERCIAL GENERAL LIABILITY Paragraph 2., Exclusions, of SECTION I — CONDITIONS: COVERAGES — COVERAGE A — BODILY INJURY AND PROPERTY DAMAGE This insurance is excess over any of the other LIABILITY: insurance, whether primary, excess, contingent or on any other basis, that is Professional Sale Of Pharmaceuticals Liability or similar coverage, to the extent the "Bodily injury" or "property damage" arising loss is not subject to the professional services out of the violation of a penal statute or exclusion of Coverage A or Coverage B. ordinance relating to the sale of pharmaceuticals committed by, or with the M. BLANKET WAIVER OF SUBROGATION — knowledge or consent of the insured. WHEN REQUIRED BY WRITTEN CONTRACT 5. The following is added to the DEFINITIONS OR AGREEMENT Section: The following is added to Paragraph B., Transfer Incidental medical services means: Of Rights Of Recovery Against Others To Us, of SECTION IV — COMMERCIAL GENERAL a. Medical, surgical, dental, laboratory, x- LIABILITY CONDITIONS: ray or nursing service or treatment. If the insured has agreed in a written contract or advice or instruction, or the related agreement to waive that insured's right of furnishing of food or beverages; or recovery against any person or organization, we b. The furnishing or dispensing of drugs or waive our right of recovery against such person medical, dental, or surgical supplies or or organization, but only for payments we make appliances. because of: 6. The following is added to Paragraph 4.b., a. "Bodily injury" or "property damage" that Excess Insurance, of SECTION IV — occurs; or COMMERCIAL GENERAL LIABILITY CONDITIONS: b. "Personal and advertising injury" caused by This insurance is excess over any valid and an offense that is committed; collectible other insurance, whether primary, subsequent to the signing of that contract or excess, contingent or on any other basis, agreement. CG D3 79 02 19 ©2017 The Travelers Indemnity Company.All rights reserved. Page 5 of 6 Includes copyrighted material of Insurance Services Office,Inc with its permission. COMMERCIAL GENERAL LIABILITY N. CONTRACTUAL LIABILITY—RAILROADS 1. The following replaces Paragraph c. of the definition of "insured contract' in the DEFINITIONS Section: c. Any easement or license agreement; 2. Paragraph f.(1) of the definition of "insured contract" in the DEFINITIONS Section is deleted. Page 6 of 6 ®2017 The Travelers Indemnity Company.All rights reserved_ CG D3 79 02 19 Includes copyrighted material of Insurance Services Office,Inc.with its permission. POLICY:BA3R5763862147G COMMERCIAL AUTO THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. BLANKET WMVER OF SUBROGATION This endorsement modifies insurance provided under the following. AUTO DEALERS COVERAGE FORM BUSINESS AUTO COVERAGE FORM MOTOR CARRIER COVERAGE FORM The following replaces Paragraph A.S., Transfer of required of you by a written contract executed Rights Of Recovery Against Others To Us, of the prior to any"accident"or"loss", provided that the CONDITIONS Section: "accident" or "loss" arises out of the operations 5. Transfer Of Rights Of Recovery Against Oth- contemplated by such contract. The waiver ap- ers To Us plies only to the person or organization desig- We waive any right of recovery we may have nated in such contract. against any person or organization to the extent CA T3 40 02 15 ®2015 The Travelers Indemnity Company All rights reserved. Page 1 of 1 Includes copyrighted material of Insurance Services Office,Inc.with its permission. POLICY NUMBER: 680-9M677855-21-47 ISSUE DATE: 12/14/2020 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. DESIGNATED PERSON OR ORGANIZATION - NOTICE OF CANCELLATION OR NONRENEWAL PROVIDED BY US This endorsement modifies insurance provided under the following: ALL COVERAGE PARTS INCLUDED IN THIS POLICY SCHEDULE CANCELLATION: Number of Days Notice: 30 WHEN WE DO NOT RENEW(Nonrenewal): Number of Days Notice: 30 PERSON OR ORGANIZATION: ANY PERSON OR ORGANIZATION TO WHOM YOU HAVE AGREED IN A WRITTEN CONTRACT THAT NOTICE OF CANCELLATION OR NONRENEWAL OF THIS POLICY WILL BE GIVEN, BUT ONLY IF: 1. YOU SEND US A WRITTEN REQUEST TO PROVIDE SUCH NOTICE, INCLUDING THE NAME AND ADDRESS OF SUCH PERSON OR ORGANIZATION, AFTER THE FIRST NAMED INSURED RECEIVES NOTICE FROM US OF THE CANCELLATION OR NONRENEWAL OF THIS POLICY; AND 2. WE RECEIVE SUCH WRITTEN REQUEST AT LEAST 14 DAYS BEFORE THE BEGINNING OF THE APPLICABLE NUMBER OF DAYS SHOWN IN THIS SCHEDULE. ADDRESS: THE ADDRESS FOR THAT PERSON OR ORGANIZ- ATION INCLUDED IN SUCH WRITTEN REQUEST FROM YOU TO US. PROVISIONS B. If we do not renew this policy for any legally A. If we cancel this policy for any legally permitted permitted reason other than nonpayment of reason other than nonpayment of premium,and a premium, and a number of days is shown for number of days is shown for Cancellation in the When We Do Not Renew (Nonrenewal) in the Schedule above, we will mail notice of Schedule above, we will mail notice of cancellation to the person or organization shown nonrenewal to the person or organization shown in such Schedule. We will mail such notice to the in such Schedule. We will mail such notice to the address shown in the Schedule above at least the address shown in the Schedule above at least the number of days shown for Cancellation in such number of days shown for When We Do Not Schedule before the effective date of cancellation. Renew(Nonrenewal) in such Schedule before the effective date of nonrenewal. IL T4 00 05 19 0 2019 The Travelers Indemnity Company.All rights reserved. Page 1 of 1 COMMERCIAL AUTO POLICY ENDORSEMENT CA T8 04 0121 POLICY NUd�MER BA-3R576386-21-47-G ** THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. ** NOTICE OF CANCELLATION IT IS AGREED THAT: THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. DESIGNATED ENTITY — NOTICE OF CANCELLATION PROVIDED BY US THIS ENDORSEMENT MODIFIES INSURANCE PROVIDED UNDER THE FOLLOWING: ALL COVERAGE PARTS INCLUDED IN THIS POLICY SCHEDULE CANCELLATION: NUMBER OF DAYS NOTICE OF CANCELLATION: 30 PERSON OR ORGANIZATION: ANY PERSON OR ORGANIZATION TO WHOM YOU HAVE AGREED IN A WRITTEN CONTRACT THAT NOTICE OF CANCELLATION OF THIS POLICY WILL BE GIVEN, BUT ONLY IF: 1. YOU SEND US A WRITTEN REQUEST TO PROVIDE SUCH NOTICE, INCLUDING THE NAME AND ADDRESS OF SUCH PERSON OR ORGANIZATION, AFTER THE FIRST NAMED INSURED SHOWN IN THE DECLARATIONS RECEIVES NOTICE FROM US OF THE CANCELLATION OF THIS POLICY; AND 2. WE RECEIVE SUCH WRITTEN REQUEST AT LEAST 14 DAYS BEFORE THE BEGINNING OF THE APPLICABLE NUMBER OF DAYS SHOWN IN THIS SCHEDULE. ADDRESS: THE ADDRESS FOR THAT PERSON OR ORGANIZATION INCLUDED IN SUCH WRITTEN REQUEST FROM YOU TO US. PROVISIONS: A. IF WE CANCEL THIS POLICY FOR ANY STATUTORILY PERMITTED REASON OTHER THAN NONPAYMENT OF PREMIUM WE WILL MAIL NOTICE OF CANCELLATION TO THE PERSON OR ORGANIZATION SHOWN IN THE SCHEDULE ABOVE. WE WILL MAIL SUCH NOTICE TO THE ADDRESS SHOWN IN THE SCHEDULE ABOVE AT LEAST THE NUMBER OF DAYS SHOWN FOR CANCELLATION IN THE SCHEDULE ABOVE BEFORE THE EFFECTIVE DATE OF CANCELLATION. B. IF WE DECIDE TO NOT RENEW THIS POLICY FOR ANY STATUTORILY PERMITTED REASON, AND A NUMBER OF DAYS IS SHOWN FOR NONRENEWAL IN THE SCHEDULE ABOVE, WE WILL MAIL NOTICE OF THE NONRENEWAL TO THE PERSON OR ORGANIZATION SHOWN IN THE SCHEDULE ABOVE. WE WILL MAIL SUCH NOTICE TO THE ADDRESS SHOWN IN THE SCHEDULE ABOVE AT LEAST THE NUMBER OF DAYS SHOWN FOR NONRENEWAL IN THE SCHEDULE ABOVE BEFORE THE EXPIRATION DATE. EFFECTIVE DATE 0110112021 EXPIRATION DATE 0110112022 PAGE 0001 1/20/2021 Corporations and Charities System BUSINESS INFORMATION Business Name: KPG,P.S. UBI Number: 601 248 468 Business Type: WA PROFESSIONAL SERVICE CORPORATION Business Status: ACTIVE Principal Office Street Address: 3131 ELLIOTT AVE, SUITE 400, SEATTLE,WA, 98121-1006,UNITED STATES Principal Office Mailing Address: 3131 ELLIOTT AVE,SUITE 400,SEATTLE,WA,98121-1006,UNITED STATES Expiration Date: 05/31/2021 Jurisdiction: UNITED STATES,WASHINGTON Formation/Registration Date: 05/10/1990 Period of Duration: PERPETUAL Inactive Date: Nature of Business: PROFESSIONAL, SCIENTIFIC & TECHNICAL SERVICES REGISTERED AGENT INFORMATION Registered Agent Name: KPG,P.S. Street Address: 3131 ELLIOTT AVE STE 400, SEATTLE,WA,98121-1006,UNITED STATES Mailing Address: 3131 ELLIOTT AVE STE 400, SEATTLE,WA,98121-1006,UNITED STATES GOVERNORS Title Governors Type Entity Name First Name Last Name GOVERNOR INDIVIDUAL ELIZABETH GIBSON GOVERNOR INDIVIDUAL PAUL FUESEL GOVERNOR INDIVIDUAL TERRY WRIGHT GOVERNOR INDIVIDUAL OLIVIA PARASCHIV GOVERNOR INDIVIDUAL NANDEZ MILLER GOVERNOR INDIVIDUAL NELSON DAVIS https://ccfs.sos.wa.gov/#/BusinessSearch/Businessinformation 1/2 1/20/2021 Corporations and Charities System Title Governors Type Entity Name First Name Last Name GOVERNOR INDIVIDUAL DENNIS DEAN JR GOVERNOR INDIVIDUAL JAN CIGANIK GOVERNOR INDIVIDUAL NATHANIEL MOZER GOVERNOR INDIVIDUAL MICHAEL BOWEN GOVERNOR INDIVIDUAL JASON FRITZLER GOVERNOR INDIVIDUAL SUSAN ROWE GOVERNOR INDIVIDUAL SESSYLE ASATO https://ccfs.sos.wa.gov/#/BusinessSearch/Businessinformation 2/2 RETURN TO. PW ADMIN EXT: 2700 ID#: 3829 CITY OF FEDERAL WAY LAW DEPARTMENT ROUTING FORM ORIGINATING DEPT/DIV: PUBLIC WORKS/Streets :. ORIGINATING STAFF PERSON: Jeff Huynh EXT: 2721 3. DATE REQ.BY: TYPE OF DOCUMENT(CHECK ONE): p CONTRACTOR SELECTION DOCUMENT(E.G.,RFB,RFP,RFQ) ❑ PUBLIC WORKS CONTRACT ❑ SMALL OR LIMITED PUBLIC WORKS CONTRACT ❑ PROFESSIONAL SERVICE AGREEMENT ❑ MAINTENANCE AGREEMENT ❑ GOODS AND SERVICE AGREEMENT ❑ HUMAN SERVICES/CDBG ❑ REAL ESTATE DOCUMENT ❑ SECURITY DOCUMENT(E.G.BOND RELATED DOCUMENTS) ❑ ORDINANCE r ❑ RESOLUTION ® CONTRACT AMENDMENT(AG#): 1 ❑ INTERLOCAL ❑ OTHER 1. PROJECT NAME: Lakota Middle School Safe Routes to School i. NAME OF CO TRACTOR: KPG, PS ADDRESS: 3131 Ellott Ave N Suite 400, Seattle, WA 98121 TLLL'PEIONE:206-286-1640 E-MAIL: mikeb k .Gom FAX: SIGNATURE NAME: TITLE: Survey Manager a EXHIBITS AND ATTACHMENTS:® SCOPE,WORK OR SERVICES ❑ COMPENSATION ❑ INSURANCE REQUIREMENTS/CERTIFICATE ❑ ALL OTHEF REFERENCED EXHIBITS ❑ PROOF OF AUTHORITY TO SIGN ❑ REQUIRED LICENSES ❑ PRIOR CONTRACT/AMENDMENTS CFW LICENSE# Bt.,EXP. 12/31/_ UBI# ,EXP. TERM: COMMENCEMENT DATE: 1 0/21/2019 COMPLETION DATE: 12/31/2020 i. TOTAL COMPENSATION:$($1 8,8917.5J'0 + $3,O00.00) = $21 891•� (INCLUDE EXPENSES AND SALES TAX,IF ANY) (IF CALCULATED ON HOURLY LABOR CHARGE-ATTACH SCHEDULES OF EMPLOYEES TITLES AND HOLIDAY RATES) REIMBURSABLE EXPENSE: 13 YES ❑NO IF YES,MAXIMUM DOLLAR AMOUNT: $ IS SALES TAX OWED: d YES ❑NO IF YES,$ PAID BY: ❑CONTRACTOR ❑CITY RETAINAGE: kETAINAGE AMOUNT: ❑RETAINAGE AGREEMENT(SEE CONTRACT) OR ❑RETAINAGE BOND PROVIDED OJ PURCHASING: PLEASE CHARGE TO: d36204-24100 �. DOCUMENT/CONTRACT REVIEW INITIAL/DATE REVIEWED INITIAL/DATE APPROVED 6 PROJECT MANAGER JH/1 1/412 02 0 JH 11/18/2020 8 DIVISION MANAGER SLH 11/5/2020 SLH 11/18/20 8 DEPUTY DIRECTOR =__ - DSW 11/18/2020 6 DIRECTOR - ❑ RISK MANAGEMENT (IF APPLICABLE) 8 LAW DEPT ER 11/17/20201 ER 11/24/2020 0. COUNCIL APPROVAL(IF APPLICABLE) SCHEDULED COMMITTEE DATE: COMMITTEE APPROVAL DATE: SCHEDULED COUNCIL DATE: COUNCIL APPROVAL DATE: 1. CONTRACT SIGNATURE ROUTING ❑ SENT TO VENDOR/CONTRACTOR DATE SENT: 11/24/20 DATE REC,D:12/9/20 ❑ ATTACH: SIGNATURE AUTHORITY, INSURANCE CERTIFICATE,LICENSES,EXHIBITS ❑ CREATE ELECTRONIC REMINDER/NOTIFICATION FOR I MONTH PRIOR TO EXPIRATION DATE (INCLUDE DEPT.SUPPORT STAFF IF NECESSARY AND FEEL FREE TO SET NOTIFICATION MORE THAN A MONTH IN ADVANCE IF COUNCIL APPROVAL IS NEEDED.) INITIAL/DATE SIGNED ❑ FINANCE DEPARTMENT LAW DEPT i SIGNATORY(MAYOR OR DIRECTOR) 40 CITY CLERK I ❑ ASSIGNED AG# AG# ❑ SIGNED COPY RETURNED DATE SENT: "-OMMENTS: ?XECUTE" "ORIGINALS 1/2020 CITY OF CITY HALL Federal ■ Feder 8th Avenue South Way y (253) 8 Way,WA 98003 6325 �253) 835-7ggq mm.diyoifederelivey,corn AMENDMENT NO. 1 TO PROFESSIONAL SERVICE AGREEMENTS FOR LAKOTA MIDDLE SCHOOL SAFE ROUTES TO SCHOOL This Amendment ("Amendment No. 1") is made between the City of Federal Way, a Washington municipal corporation ("City"), and KPG, PS a Washington Professional Service Corporation("Contractor"). The City and Contractor(together"Parties"),for valuable consideration and by mutual consent of the Parties,agree to amend the original Agreement for Lakota Middle School- SW Dash Point Road Sidewalk(`Agreement")dated effective the 17`day of October 2019, identifies as Agreement No. 19-221as follows: 1. AMENDED TERM. The term of the Agreement, as referenced by Section IV of the Agreement and any prior amendments thereto,shall be amended and shall continue until the completion ofthe Services,but in any event no later than June 30, 2021 (`Amended Term"). 2. AMENDED SERVICES. The Services, as described in Exhibit A and as referenced by Section 2 of the Agreement,shall be amended to include,in addition to the Services and terms required under the original Agreement and any prior amendments thereto, those additional services described in Exhibit A-1 attached hereto and incorporated by this reference(`Additional Services"). 3. AMENDED COMPENSATION. The amount of compensation, as referenced by Section V of the Agreement, shall be amended to change the total compensation the City shall pay the Contractor and the rate or method of payment,as delineated in Exhibit B-1,attached hereto and incorporated by this reference.The Contractor agrees that any hourly or flat rate charged by it for its services contracted for herein shall remain locked at the negotiated rate(s)for the Amended Tern.Except as otherwise provided in an attached Exhibit,the Contractor shall be solely responsible for the payment of any taxes imposed by any lawful jurisdiction as a result ofthe performance and payment of this Agreement. 4. GENERAL PROVISIONS. All other terms and provisions of the Agreement, together with any prior amendments thereto,not modified bythis Amendment,shall remain in full force and effect.Any and all acts done by either Parry consistent with the authority of the Agreement,together with any prior amendments thereto, after the previous expiration date and prior to the effective date of this Amendment, are hereby ratified as having been performed under the Agreement,as modified by any prior amendments,as it existed prior to this Amendment. The provisions of Section 13 of the Agreement shall apply to and govern this Amendment. The Parties whose names appear below swear under penalty of perjury that they are authorized to enter into this Amendment,which is binding on the parties of this contract. [Signature page follows] AMENDMENT - 1 - 3/2017 CITY OF CITY BALL Federal Way Federal Way,WA 98003.6325 (253)835-7000 www.CIfyoffiedgra 1vay com IN WITNESS, the Parties execute this Agreement below,effective the last date written below. CITY OF FEDERAL WAY: ATTEST: Q4By: fi Ji F reel , Mayor St Ish nie Courtney, CMC, ,.ity Clerk DATE: r f APPROVED AS TO FORM: 0-g-CA J. Ryan Call, City Attorney KPG, PS: By: �. . r2. Printed Name: Mike Bowen Title: Principal and Owner Date: !! Zd STATE OF WASHINGTON ) ss. COUNTY OF KING) On this day personally appeared before me Mike Bowen,to me known to be the Principal and Owner of KPG, PS that executed the foregoing instrument, and acknowledged the said instrument to be the free and voluntary act and deed of said corporation,for the uses and purposes therein mentioned,and on oath stated that he/she was authorized to execute said instrument and that the seal affixed, if any, is the corporate seal of said corporation. GIVEN my hand and official seal this day of 04V(*V- ,2020. Notary's signature a4'h"-d Notary's printed name Nb S SMIN go SMITH Notary Public in and for the State of Washington. #153128 My commission expires .13 NGTON PIRES 023 AMENDMENT -2 - 3/2017 CITY OF CITY HALL q, 33325:8th Avenue South v j� ;,4"tr�4 � Federal Way,2 835-77000i4:9$E�33.6325 Fe de t ) WWW.G1tyoffedera4vay!coin EXHIBIT A-1 ADDITIONAL SERVICES The Contractor shall provide additional topo survey, mapping and existing Right-of-Way investigation at the Lakota Park parking lot as shown on attached plan. AMENDMENT -3 - 3/2017 CITY OF CITY HALL 33325 Ni Avenue South Federal Way Federal Way WA 98003-fi325 (253) 835-7000 WWW..cityor=,d v;rhwvyC017t EXHIBIT B-1 ADDITIONAL COMPENSATION 1. Total Compensation: In return for the Additional Services,the City shall pay the Contractor an additional amount not to exceed Three Thousand and no/100 Dollars ($3,000.00). The total amount payable to Contractor pursuant to the original Agreement, all previous Amendments, and this Ainendment shall be an amount not to exceed Twenty-One Thousand Eight Hundred Ninety-Seven and 501100 Dollars($21,897.50). AMENDMENT -4 - 3/2017 Client#: 1487397 KPGPS DATE(MM/DD/YYYY) ACORDTM CERTIFICATE OF LIABILITY INSURANCE 1 11/30/2020 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER.THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND,EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW.THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S),AUTHORIZED REPRESENTATIVE OR PRODUCER,AND THE CERTIFICATE HOLDER. IMPORTANT:If the certificate holder is an ADDITIONAL INSURED,the policy(ies)must have ADDITIONAL INSURED provisions or be endorsed. If SUBROGATION IS WAIVED,subject to the terms and conditions of the policy,certain policies may require an endorsement.A statement on this certificate does not confer any rights to the certificate holder in lieu of such endorsement(s). PRODUCER CONTACT Tracy Miyake USI Insurance Services NW PR PHONE FAX (A,C.No rz,,) 206 441-6300 (NC,No): 610-362-8530 601 Union Street,Suite 1000 E-MAIL ADDRESS: Seattle.PLCertRequest@usi.com Seattle,WA 98101 INSURER(S)AFFORDING COVERAGE NAIC# Travelers Indemnity Co of America 25666 INSURER A: tY INSURED INSURER B:Berkley Insurance Company '32603 KPG, P.S.fka KPG,Inc. Charter Oak Fire Insurance Company 25615 INSURER C: P Y 3131 Elliott Avenue,Suite 400 INSURER D Seattle,WA 98121 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 CONTRACTOR 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 TYPE OF INSURANCE ADDL SUBR' POLICY EFF POLICY EXP LIMITS LTR INSR WVD POLICY NUMBER (MMIDD/YYYY) (MM/DD/YYYY,) A X COMMERCIAL GENERAL LIABILITY X X 6809M677855 1/01/2020 01/0112021 EACH OCCURRENCE $11000,000 DAMAGE TO RENTED $1 OOO,OOO CLAIMS-MADE X OCCUR PREMISES(Ea occurrence) , MED EXP(Any one person) $5,000 PERSONAL&ADV INJURY $1,000,000 GEN'LAGGREGGATTE LIMIT APPLIES PER: GENERAL AGGREGATE s2,000,000 POLICY ^I�G �_I LOC PRODUCTS-COMP/OP AGG $2,000,000 OTHER: $ AUTOMOBILE LIABILITY 101/01/2020 01/01/2021��EadaxLN4 �INi3Lt:.MIT $ C X X BA9M680558 1,000,000 X ANY AUTO BODILY INJURY(Per person) $ OWNED I SCHEDULED BODILY INJURY(Per accident) $ AUTOS ONLY I AUTOS HIRED NON-OWNED PROPERTY DAMAGE $ X AUTOS ONLY X AUTOS ONLY fPeraccident) $ UMBRELLA LIAB OCCUR EACH OCCURRENCE $ EXCESS LIAB HCLAIMS-MADE AGGREGATE $ DED RETENTION$ $ A WORKERS COMPENSATIONX 6809M677855 01/01/2020 01/01/2021 PER X IER OTH- AND EMPLOYERS'LIABILITY ANY PRI)PrfI (OMandalory m(NH1R L},CII NER/EXE UDED? p Gap) E.L.EACH A E.L DISEASE $1,000,000 t I A CUTIVE (WA Stop E_-EA EMPLOYEEI$1.000,000 If yes,describe under DESCRIPTION OF OPERATIONS below E L.DISEASE-POLICY LIMIT $1,000,000 B Professional X AEC903396102 1/01/2020 01/01/2021 $1,000,000 per claim Liability $1,000,000 annl aggr. Incl: Pollution DESCRIPTION OF OPERATIONS/LOCATIONS/VEHICLES(ACORD 101,Additional Remarks Schedule,may be attached If more space Is required) RE: KPG PN 19123W6-Lakota Middle School Safe Routes to School. The General Liability and Automobile Liability policies include an automatic Additional Insured endorsement that provides Additional Insured status to State of Washington(State), City of Federal Way(Agency),their officers,employees and agents,only when there is a written contract that requires such status,and only with regard to work performed on behalf of the named insured.The General Liability and Automobile (See Attached Descriptions) CERTIFICATE HOLDER CANCELLATfON City of Federal Way SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE Y Y THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN Attn: Sara Gilchrist ACCORDANCE WITH THE POLICY PROVISIONS. 33325 8th Avenue South Federal Way,WA 98003 AUTHORIZED REPRESENTATIVE ©1988-2015 ACORD CORPORATION.All rights reserved. ACORD 25(2016/03) 1 of 2 The ACORD name and logo are registered marks of ACORD #S30522211/M27626875 SFAZP DESCRIPTIONS (Continued from Page 1) Liability policies contain a special endorsement with Primary and Noncontributory wording,when required by written contract.The General Liability and Automobile Liability policies provide a Waiver of Subrogation when required by written contract.The General Liability,Automobile Liability and Professional Liability policies include an endorsement providing that 30 days notice of cancellation will be given to the Certificate Holder by the Insurance Carrier. SAGITTA 25.3(2016/03) 2 Of 2 #S30522211/M27626875 Berkley Insurance Company Page 1 of 1 Notice of Cancellation to Certificate Holder(s) Endorsement In consideration of the premium paid for this Policy, it is understood and agreed that Section VII, Conditions, H. Notice of Cancellation, is amended by adding the following provision: In the event this Policy is to be cancelled by you or by us, we agree to give thirty (30) days prior notice to the certificate holder(s)with mailing addresses on file with the agent of record. This provision does not apply if cancellation is due to nonpayment of premiums to us or to a finance company authorized to cancel this Policy. Any notification rights provided by this endorsement apply only to active certificate holder(s)who were issued a certificate of insurance applicable to the Policy Period stated in Declarations, Item 2. Failure to provide such notice to the certificate holder(s)will not amend or extend the date the cancellation becomes effective, nor will it negate cancellation of the policy. Failure to send notice shall impose no liability of any kind upon us or our agents or representatives. Whenever printed in this Endorsement,the boldface type terms shall have the same meanings as indicated in the Policy Form.All other provisions of the Policy remain unchanged. Insured Policy Number KPG PS dba KPG.Inc. AEC-9033961-02 Effective Date of This Endorsement Authorized Representative 01I01/2020 3-BDP0713130(07-13) 26963-9033961-72104 Policy Form:BDP0417001 (04-17) This page has been left blank intentionally. Berkley Insurance Company Page 1 of 1 Amendatory Endorsement - Washington In consideration of the premium paid for this Policy, it is understood and agreed that Section VII. Conditions is amended as follows: 1. H. Notice of Cancellation and Nonrenewal is deleted and replaced with the following: H. Notice of Cancellation and Nonrenewal This Policy may be canceled by the Named Insured identified in the Declarations, by notifying us or our authorized representative in one of the following ways: 1. surrender of the Policy; 2. written notice by mail,fax or email;or 3. verbal notice. Upon receipt of such notice,we will cancel this Policy effective on the later of: 1. the date on which notice is received or the Policy is surrendered, or 2. the date of cancellation requested by the Insured. We will not cancel this Policy except for nonpayment of premium, fraud or material misrepresentation in procuring this insurance or in relation to any Claim, or changes in law affecting this Policy. If we cancel this Policy, we will mail or deliver written notice of cancellation to the first Named Insured, as well as any other Insured, person or entity endorsed onto the Policy as having an interest in any Claim or Circumstance. The notice will include the reason for cancellation. We will provide you at least ten (10) days-notice before the effective date of cancellation if we cancel for nonpayment of premium. If we cancel for any other reason, we will provide at least sixty (60) days- notice before the effective date of cancellation. If this Policy is canceled, we will send the first Named Insured any premium refund due. The refund will be pro rata. The cancellation will be effective even if we have not made or offered a refund. We will give the first Named Insured and any other Insured endorsed onto the Policy written notice sixty(60) days prior to the expiration of this Policy if we do not intend to renew this insurance subject to any state requirements. The notice will include our reason for nonrenewal. Proof of mailing will be sufficient proof of notice. 2. J. Subrogation is deleted and replaced with the following: J. Subrogation In the event of any payment under this Policy, we shall be subrogated to all of your rights of recovery against any person or organization. You must do everything reasonably necessary to secure such rights and must do nothing after a Claim is made to jeopardize them. We hereby waive our subrogation rights against a client of yours to the extent that you had, prior to a Claim or Circumstance, entered into a written agreement to waive such rights. Any recovery shall first be paid to you to the extent of any Damages or Claim Expenses paid by you and the balance shall be paid to us. We will be entitled to recovery only after you have been fully compensated for the loss sustained, including your deductible. Our right of subrogation will not exceed the amount of our payment for Damages or Claim Expenses. 3. K. First Named Insured as Sole Agent is deleted and replaced with the following: K. First Named Insured as Sole Agent The first Named Insured in Item 1 of the Declarations will be the sole agent and will act on behalf of all Insureds for the payment or return of premium, receipt and acceptance of any endorsements, notices or provisions of this Policy, giving notice of cancellation to us or our authorized representative, the payment of any deductibles, and to exercise the rights provided in Section Q Extended Reporting Period Option. Whenever printed in this Endorsement,the boldface type terms shall have the same meanings as indicated in the Policy Form.All other provisions of the Policy remain unchanged. Insured Policy Number KPG PS dba KPG, Inc. AEC-9033961-02 _ Effective Date of This Endorsement Authorized Representative 01/01/2020 4-BDP0713257(07-13) 27052-9033961-72104 Policy Form: BDP0417001 (04-17) This page has been left blank intentionally. COMMERCIAL AUTO POLICY: BA9M680558 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. BLANKET WMVER OF SUBROGATION This endorsement modifies insurance provided under the following: AUTO DEALERS COVERAGE FORM BUSINESS AUTO COVERAGE FORM MOTOR CARRIER COVERAGE FORM The following replaces Paragraph A.5., Transfer of required of you by a written contract executed Rights Of Recovery Against Others To Us, of the prior to any "accident' or 'loss", provided that the CONDITIONS Section: "accident' or 'loss" arises out of the operations 5. Transfer Of Rights Of Recovery Against Oth- contemplated by such contract. The waiver ap- ers To Us plies only to the person or organization desig- We waive any right of recovery we may have nated in such contract. against any person or organization to the extent CA T3 40 02 15 ©2015 The Travelers Indemnity Company.All rights reserved. Page 1 of 1 Includes copyrighted material of Insurance Services Office, Inc.with its permission. This page has been left blank intentionally. COMMERCIAL AUTO POLICY: BA9M680558 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. BLANKET ADDMONAL MSURED This endorsement modifies insurance provided under the following: BUSINESS AUTO COVERAGE FORM MOTOR CARRIER COVERAGE FORM The following is added to Paragraph c. in A.1., Who between you and that person or organization, that is Is An Insured, of SECTION II — COVERED AUTOS signed by you before the "bodily injury" or "property LIABILITY COVERAGE in the BUSINESS AUTO damage" occurs and that is in effect during the policy COVERAGE FORM and Paragraph e. in A.1., Who Is period, to name as an additional insured for Covered An Insured, of SECTION II — COVERED AUTOS Autos Liability Coverage, but only for damages to LIABILITY COVERAGE in the MOTOR CARRIER which this insurance applies and only to the extent of COVERAGE FORM, whichever Coverage Form is that person's or organization's liability for the conduct part of your policy: of another"insured". This includes any person or organization who you are required under a written contract or agreement CA T4 37 02 16 ©2016 The Travelers Indemnity Company.All rights reserved. Page 1 of 1 Includes copyrighted material of Insurance Services Office, Inc.with its permission. This page has been left blank intentionally. COMMERCIAL AUTO BA9M680558 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. BLANKET ADDMOHAL INSURED - PRIMARY Y AND This endorsement modifies insurance provided under the following: BUSINESS AUTO COVERAGE FORM PROVISIONS 2. The following is added to Paragraph B.5., Other 1. The following is added to Paragraph A.1.c., Who Insurance of SECTION IV — BUSINESS AUTO Is An Insured, of SECTION II — COVERED CONDITIONS: AUTOS LIABILITY COVERAGE: Regardless of the provisions of paragraph a. and This includes any person or organization who you paragraph d. of this part 5. Other Insurance, this are required under a written contract or insurance is primary to and non-contributory with agreement between you and that person or applicable other insurance under which an organization, that is signed by you before the additional insured person or organization is the "bodily injury" or "property damage" occurs and first named insured when the written contract or that is in effect during the policy period, to name agreement between you and that person or as an additional insured for Covered Autos organization, that is signed by you before the Liability Coverage, but only for damages to which "bodily injury" or "property damage" occurs and this insurance applies and only to the extent of that is in effect during the policy period, requires that person's or organization's liability for the this insurance to be primary and non-contributory. conduct of another"insured". CA T4 74 02 16 ©2016 The Travelers Indemnity Company. All rights reserved. Page 1 of 1 Includes copvriahted material of Insurance Services Office, Inc.with its permission. This page has been left blank intentionally. COMMERCIAL AUTO POLICY ENDORSEMENT - CA T8 04 01 20 POLICY NUMBER BA-9M680558-20-GRP ** THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. ** NOTICE OF CANCELLATION IT IS AGREED THAT: THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. DESIGNATED ENTITY - NOTICE OF CANCELLATION PROVIDED BY US THIS ENDORSEMENT MODIFIES INSURANCE PROVIDED UNDER THE FOLLOWING: ALL COVERAGE PARTS INCLUDED IN THIS POLICY SCHEDULE CANCELLATION: NUMBER OF DAYS NOTICE OF CANCELLATION: 30 PERSON OR ORGANIZATION: ANY PERSON OR ORGANIZATION TO WHOM YOU HAVE AGREED IN A WRITTEN CONTRACT THAT NOTICE OF CANCELLATION OF THIS POLICY WILL BE GIVEN, BUT ONLY IF: 1. YOU SEND US A WRITTEN REQUEST TO PROVIDE SUCH NOTICE, INCLUDING THE NAME AND ADDRESS OF SUCH PERSON OR ORGANIZATION, AFTER THE FIRST NAMED INSURED SHOWN IN THE DECLARATIONS RECEIVES NOTICE FROM US OF THE CANCELLATION OF THIS POLICY; AND 2. WE RECEIVE SUCH WRITTEN REQUEST AT LEAST 14 DAYS BEFORE THE BEGINNING OF THE APPLICABLE NUMBER OF DAYS SHOWN IN THIS SCHEDULE. ADDRESS: THE ADDRESS FOR THAT PERSON OR ORGANIZATION INCLUDED IN SUCH WRITTEN REQUEST FROM YOU TO US. PROVISIONS: A. IF WE CANCEL THIS POLICY FOR ANY STATUTORILY PERMITTED REASON OTHER THAN NONPAYMENT OF PREMIUM WE WILL MAIL NOTICE OF CANCELLATION TO THE PERSON OR ORGANIZATION SHOWN IN THE SCHEDULE ABOVE. WE WILL MAIL SUCH NOTICE TO THE ADDRESS SHOWN IN THE SCHEDULE ABOVE AT LEAST THE NUMBER OF DAYS SHOWN FOR CANCELLATION IN THE SCHEDULE ABOVE BEFORE THE EFFECTIVE DATE OF CANCELLATION. B. IF WE DECIDE TO NOT RENEW THIS POLICY FOR ANY STATUTORILY PERMITTED REASON, AND A NUMBER OF DAYS IS SHOWN FOR NONRENEWAL IN THE SCHEDULE ABOVE, WE WILL MAIL NOTICE OF THE NONRENEWAL TO THE PERSON OR ORGANIZATION SHOWN IN THE SCHEDULE ABOVE. WE WILL MAIL SUCH NOTICE TO THE ADDRESS SHOWN IN THE SCHEDULE ABOVE AT LEAST THE NUMBER OF DAYS SHOWN FOR NONRENEWAL IN THE SCHEDULE ABOVE BEFORE THE EXPIRATION DATE. EFFECTIVE DATE 01-01-20 EXPIRATION DATE 01-01-21 PAGE 0001 DATE OF ISSUE 12-31-19 This page has been left blank intentionally. COMMERCIAL GENERAL LIABILITY POLICY: 6809M677855 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. XTEND ENDORSEMENT FOR ARCHITECTS, ENGINEERS AND SURVEYORS This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART GENERAL DESCRIPTION OF COVERAGE — This endorsement broadens coverage. However, coverage for any injury, damage or medical expenses described in any of the provisions of this endorsement may be excluded or limited by another endorsement to this Coverage Part, and these coverage broadening provisions do not apply to the extent that coverage is excluded or limited by such an endorsement. The following listing is a general coverage description only. Read all the provisions of this endorsement and the rest of your policy carefully to determine rights, duties, and what is and is not covered. A. Non-Owned Watercraft—75 Feet Long Or Less H. Blanket Additional Insured — Governmental B. Who Is An Insured— Unnamed Subsidiaries Entities — Permits Or Authorizations Relating To Premises C. Who Is An Insured — Retired Partners, Members, Directors And Employees I. Blanket Additional Insured — Governmental Entities — Permits Or Authorizations Relating To D. Who Is An Insured — Employees And Volunteer Operations Workers — Bodily Injury To Co-Employees, Co- Volunteer Workers And Retired Partners, J. Incidental Medical Malpractice Members, Directors And Employees K. Medical Payments— Increased Limit E. Who Is An Insured — Newly Acquired Or Formed L. Amendment Of Excess Insurance Condition — Limited Liability Companies Professional Liability F. Blanket Additional Insured —Controlling Interest M. Blanket Waiver Of Subrogation—When Required G. Blanket Additional Insured — Mortgagees, By Written Contract Or Agreement Assignees, Successors Or Receivers N. Contractual Liability— Railroads PROVISIONS uses or is responsible for the use of a A. NON-OWNED WATERCRAFT — 75 FEET watercraft that you do not own that is: LONG OR LESS (1) 75 feet long or less; and 1. The following replaces Paragraph (2) of (2) Not being used to carry any person Exclusion g, Aircraft, Auto Or Watercraft, or property for a charge; in Paragraph 2. of SECTION I — B. WHO IS AN INSURED — UNNAMED COVERAGES — COVERAGE A — BODILY SUBSIDIARIES INJURY AND PROPERTY DAMAGE The following is added to SECTION II —WHO IS LIABILITY: AN INSURED: (2) A watercraft you do not own that is: Any of your subsidiaries, other than a partnership (a) 75 feet long or less; and or joint venture, that is not shown as a Named (b) Not being used to carry any person Insured in the Declarations is a Named Insured or property for a charge; if: 2. The following replaces Paragraph 2.e. of a. You are the sole owner of, or maintain an SECTION II —WHO IS AN INSURED: ownership interest of more than 50% in, such e. Any person or organization that, with subsidiary on the first day of the policy your express or implied consent, either period; and CG D3 79 02 19 ©2017 The Travelers Indemnity Company.All rights reserved. Page 1 of 6 Includes copyrighted material of Insurance Services Office, Inc.with its permission. COMMERCIAL GENERAL LIABILITY b. Such subsidiary is not an insured under Unless you are in the business or occupation similar other insurance. of providing professional health care No such subsidiary is an insured for "bodily services, Paragraphs (1)(a), (b), (c) and (d) injury" or "property damage" that occurred, or above do not apply to "bodily injury" arising "personal and advertising injury" caused by an out of providing or failing to provide first aid offense committed: or "Good Samaritan services" by any of your retired partners, members, directors or a. Before you maintained an ownership interest "employees", other than a doctor. Any such of more than 50% in such subsidiary; or retired partners, members, directors or b. After the date, if any, during the policy period "employees" providing or failing to provide that you no longer maintain an ownership first aid or "Good Samaritan services" during interest of more than 50% in such subsidiary. their work hours for you will be deemed to be acting within the scope of their employment For purposes of Paragraph 1. of Section II—Who by you or performing duties related to the Is An Insured, each such subsidiary will be conduct of your business. deemed to be designated in the Declarations as: a. A limited liability company; (2) "Personal injury": b. An organization other than a partnership, (a) To you, to your current or retired joint venture or limited liability company; or partners or members (if you are a partnership or joint venture), to your c. A trust; current or retired members (if you are a as indicated in its name or the documents that limited liability company), to your other govern its structure. current or retired directors or "employees" while in the course of his or C. WHO IS AN INSURED —RETIRED PARTNERS, her employment or performing duties MEMBERS, DIRECTORS AND EMPLOYEES related to the conduct of your business, The following is added to Paragraph 2. of or to your other "volunteer workers" SECTION II —WHO IS AN INSURED: while performing duties related to the Any person who is your retired partner, member, conduct of your business; director or"employee"that is performing services (b) To the spouse, child, parent, brother or for you under your direct supervision, but only for sister of that current or retired partner, acts within the scope of their employment by you member, director, "employee" or or while performing duties related to the conduct "volunteer worker" as a consequence of of your business. However, no such retired Paragraph (2)(a) above; partner, member, director or "employee" is an insured for: (c) For which there is any obligation to share damages with or repay someone (1) "Bodily injury": else who must pay damages because of the injury described in Paragraph (2)(a) (a) To you, to your current partners or or(b) above; or members (if you are a partnership or joint venture), to your current members (d) Arising out of his or her providing or (if you are a limited liability company) or failing to provide professional health care to your current directors; services. (b) To the spouse, child, parent, brother or (3) "Property damage"to property: sister of that current partner, member or (a) Owned, occupied or used by; or director as a consequence of Paragraph (1)(a) above; (b) Rented to, in the care, custody or control (c) For which there is any obligation to of, or over which physical control is being exercised for any purpose by; share damages with or repay someone else who must pay damages because of you, any of your retired partners, members the injury described in Paragraph (1)(a) or directors, your current or retired or(b) above; or "employees" or "volunteer workers", any current partner or member (if you are a (d) Arising out of his or her providing or partnership or joint venture), or any current failing to provide professional health care member (if you are a limited liability services. company) or current director. Page 2 of 6 ©2017 The Travelers Indemnity Company.All rights reserved. CG D3 79 02 19 Includes copyrighted material of Insurance Services Office, Inc.with its permission. COMMERCIAL GENERAL LIABILITY D. WHO IS AN INSURED — EMPLOYEES AND organization will be deemed to be VOLUNTEER WORKERS — BODILY INJURY designated in the Declarations as: TO CO-EMPLOYEES, CO-VOLUNTEER a. A limited liability company; WORKERS AND RETIRED PARTNERS, MEMBERS, DIRECTORS AND EMPLOYEES b. An organization other than a partnership, joint venture or limited liability company; The following is added to Paragraph 2.a.(1) of or SECTION II—WHO IS AN INSURED: c. A trust; Paragraphs (1)(a), (b) and (c) above do not as indicated in its name or the documents apply to "bodily injury" to a current or retired co- that govern its structure. "employee" while in the course of the co- "employee's" employment by you or performing F. BLANKET ADDITIONAL INSURED — duties related to the conduct of your business, or CONTROLLING INTEREST to "bodily injury" to your other "volunteer 1. The following is added to SECTION II — workers" or retired partners, members or WHO IS AN INSURED: directors while performing duties related to the conduct of your business. Any person or organization that has financial control of you is an insured with respect to E. WHO IS AN INSURED—NEWLY ACQUIRED liability for "bodily injury", "property damage" OR FORMED LIMITED LIABILITY COMPANIES or "personal and advertising injury" that The following replaces Paragraph 3. of arises out of: SECTION II—WHO IS AN INSURED: a. Such financial control; or 3. Any organization you newly acquire or form, b. Such person's or organization's other than a partnership or joint venture, and ownership, maintenance or use of of which you are the sole owner or in which premises leased to or occupied by you. you maintain an ownership interest of more than 50%, will qualify as a Named Insured if The insurance provided to such person or there is no other similar insurance available organization does not apply to structural to that organization. However: alterations, new construction or demolition operations performed by or on behalf of such a. Coverage under this provision is person or organization. afforded only: 2. The following is added to Paragraph 4. of (1) Until the 180th day after you acquire SECTIO N II —WHO IS AN INSURED: or form the organization or the end of This paragraph does not apply to any the policy period, whichever is premises owner, manager or lessor that has earlier, if you do not report such financial control of you. organization in writing to us within 180 days after you acquire or form it; G. BLANKET ADDITIONAL INSURED — or MORTGAGEES, ASSIGNEES, SUCCESSORS (2) Until the end of the policy period, OR RECEIVERS when that date is later than 180 days The following is added to SECTION II —WHO IS after you acquire or form such AN INSURED: organization, if you report such Any person or organization that is a mortgagee, organization in writing to us within assignee, successor or receiver and that you 180 days after you acquire or form it; have agreed in a written contract or agreement b. Coverage A does not apply to "bodily to include as an additional insured on this injury" or "property damage" that Coverage Part is an insured, but only with occurred before you acquired or formed respect to its liability as mortgagee, assignee, the organization; and successor or receiver for"bodily injury", "property damage" or "personal and advertising injury" c. Coverage B does not apply to "personal that: and advertising injury arising out of an offense committed before you acquired a. Is "bodily injury" or "property damage" that or formed the organization. occurs, or is "personal and advertising injury" caused by an offense that is committed, For the purposes of Paragraph 1. of Section II — Who Is An Insured, each such CG D3 79 02 19 ©2017 The Travelers Indemnity Company.All rights reserved. Page 3 of 6 Includes copyrighted material of Insurance Services Office, Inc.with its permission COMMERCIAL GENERAL LIABILITY subsequent to the signing of that contract or openings, sidewalk vaults, elevators, street agreement; and banners or decorations. b. Arises out of the ownership, maintenance or I. BLANKET ADDITIONAL INSURED — use of the premises for which that GOVERNMENTAL ENTITIES — PERMITS mortgagee, assignee, successor or receiver OR AUTHORIZATIONS RELATING TO is required under that contract or agreement OPERATIONS to be included as an additional insured on The following is added to SECTION II —WHO IS this Coverage Part. AN INSURED: The insurance provided to such mortgagee, Any governmental entity that has issued a permit assignee, successor or receiver is subject to the or authorization with respect to operations following provisions: performed by you or on your behalf and that you a. The limits of insurance provided to such are required by any ordinance, law, building code mortgagee, assignee, successor or receiver or written contract or agreement to include as an will be the minimum limits that you agreed to additional insured on this Coverage Part is an provide in the written contract or agreement, insured, but only with respect to liability for or the limits shown in the Declarations, "bodily injury", "property damage" or "personal whichever are less. and advertising injury" arising out of such b. The insurance provided to such person or operations. organization does not apply to: The insurance provided to such governmental (1) Any "bodily injury" or "property damage" entity does not apply to: that occurs, or any "personal and a. Any "bodily injury", "property damage" or advertising injury" caused by an offense "personal and advertising injury" arising out that is committed, after such contract or of operations performed for the agreement is no longer in effect; or governmental entity; or (2) Any "bodily injury", "property damage" or b. Any "bodily injury" or "property damage" "personal and advertising injury" arising included in the "products-completed out of any structural alterations, new operations hazard". construction or demolition operations J. INCIDENTAL MEDICAL MALPRACTICE performed by or on behalf of such mortgagee, assignee, successor or 1. The following replaces Paragraph b. of the receiver. definition of "occurrence" in the H. BLANKET ADDITIONAL INSURED — DEFINITIONS Section: GOVERNMENTAL ENTITIES — PERMITS OR b. An act or omission committed in AUTHORIZATIONS RELATING TO PREMISES providing or failing to provide "incidental medical services", first aid or "Good The following is added to SECTION II —WHO IS Samaritan services" to a person, unless AN INSURED: you are in the business or occupation of Any governmental entity that has issued a permit providing professional health care or authorization with respect to premises owned services. or occupied by, or rented or loaned to, you and 2. The following replaces the last paragraph of that you are required by any ordinance, law, Paragraph 2.a.(1) of SECTION II — WHO IS building code or written contract or agreement to AN INSURED: include as an additional insured on this Coverage Part is an insured, but only with Unless you are in the business or occupation respect to liability for "bodily injury", "property of providing professional health care damage" or "personal and advertising injury" services, Paragraphs (1)(a), (b), (c) and (d) arising out of the existence, ownership, use, above do not apply to "bodily injury" arising maintenance, repair, construction, erection or out of providing or failing to provide: removal of any of the following for which that (a) "Incidental medical services" by any of governmental entity has issued such permit or your "employees" who is a nurse, authorization: advertising signs, awnings, nurse assistant, emergency medical canopies, cellar entrances, coal holes, technician, paramedic, athletic trainer, driveways, manholes, marquees, hoist away audiologist, dietician, nutritionist, Page 4 of 6 ©2017 The Travelers Indemnity Company.All rights reserved. CG D3 79 02 19 Includes copyrighted material of Insurance Services Office, Inc.with its permission. COMMERCIAL GENERAL LIABILITY occupational therapist or occupational that is available to any of your "employees" therapy assistant, physical therapist or for "bodily injury" that arises out of providing speech-language pathologist; or or failing to provide "incidental medical (b) First aid or "Good Samaritan services" services" to any person to the extent not by any of your "employees" or "volunteer subject to Paragraph 2.a.(1) of Section II — workers", other than an employed or Who Is An Insured. volunteer doctor. Any such "employees" K. MEDICAL PAYMENTS—INCREASED LIMIT or "volunteer workers" providing or failing to provide first aid or "Good Samaritan The following replaces Paragraph 7. of services" during their work hours for you SECTION III —LIMITS OF INSURANCE: will be deemed to be acting within the 7. Subject to Paragraph 5. above, the Medical scope of their employment by you or Expense Limit is the most we will pay under performing duties related to the conduct Coverage C for all medical expenses of your business. because of "bodily injury" sustained by any 3. The following replaces the last sentence of one person, and will be the higher of: Paragraph S. of SECTION III — LIMITS OF a. $10,000; or INSURANCE: For the purposes of determining the b. The amount shown in the Declarations of applicable Each Occurrence Limit, all related this Coverage Part for Medical Expense acts or omissions committed in providing or Limit. failing to provide "incidental medical L. AMENDMENT OF EXCESS INSURANCE services", first aid or "Good Samaritan CONDITION—PROFESSIONAL LIABILITY services" to any one person will be deemed to be one "occurrence". The following is added to Paragraph 4.b., Excess Insurance, of SECTION IV — 4. The following exclusion is added to COMMERCIAL GENERAL LIABILITY Paragraph 2., Exclusions, of SECTION I — CONDITIONS: COVERAGES — COVERAGE A — BODILY INJURY AND PROPERTY DAMAGE This insurance is excess over any of the other LIABILITY: insurance, whether primary, excess, contingent or on any other basis, that is Professional Sale Of Pharmaceuticals Liability or similar coverage, to the extent the "Bodily injury" or "property damage" arising loss is not subject to the professional services out of the violation of a penal statute or exclusion of Coverage A or Coverage B. ordinance relating to the sale of pharmaceuticals committed by, or with the M. BLANKET WAIVER OF SUBROGATION — knowledge or consent of the insured. WHEN REQUIRED BY WRITTEN CONTRACT OR AGREEMENT 5. The following is added to the DEFINITIONS Section: The following is added to Paragraph 8., Transfer "Incidental medical services" means: Of Rights Of Recovery Against Others To Us, of SECTION IV — COMMERCIAL GENERAL a. Medical, surgical, dental, laboratory, x- LIABILITY CONDITIONS: ray or nursing service or treatment, If the insured has agreed in a written contract or advice or instruction, or the related agreement to waive that insured's right of furnishing of food or beverages; or recovery against any person or organization, we b. The furnishing or dispensing of drugs or waive our right of recovery against such person medical, dental, or surgical supplies or or organization, but only for payments we make appliances. because of: 6. The following is added to Paragraph 4.b., a. "Bodily injury" or "property damage" that Excess Insurance, of SECTION IV — occurs; or COMMERCIAL GENERAL LIABILITY CONDITIONS: b. "Personal and advertising injury" caused by This insurance is excess over any valid and an offense that is committed; collectible other insurance, whether primary, subsequent to the signing of that contract or excess, contingent or on any other basis, agreement. CG D3 79 02 19 ©2017 The Travelers Indemnity Company.All rights reserved. Page 5 of 6 Includes copyrighted material of Insurance Services Office, Inc.with its permission. COMMERCIAL GENERAL LIABILITY N. CONTRACTUAL LIABILITY—RAILROADS 1. The following replaces Paragraph c. of the definition of "insured contract" in the DEFINITIONS Section: c. Any easement or license agreement; 2. Paragraph f.(1) of the definition of "insured contract" in the DEFINITIONS Section is deleted. Page 6 of 6 ©2017 The Travelers Indemnity Company.All rights reserved. CG D3 79 02 19 Includes copyrighted material of Insurance Services Office, Inc.with its permission. COMMERCIAL GENERAL LIABILITY POLICY NUMBER: 680-9M677855-20-47 ISSUE DATE:12/31/2019 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. TOTAL G I T UMT OTHER THAN PROJECTS AND DE&GNATED PROJECT AND L CAM AGGREGATE U ITS This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART SCHEDULE—LIMITS OF INSURANCE AND DESIGNATED PROJECTS AND LOCATIONS LIMITS OF INSURANCE Total Aggregate Limit $ 8,000,000 (Other Than Projects and Products-Completed Operations) Designated Location Aggregate Limit $ 2,000,000 (Other Than Products-Completed Operations) Designated Project Aggregate Limit $ 2,000,000 (Other Than Products-Completed Operations) General Aggregate Limit $ 2,000,000 (Other Than Products-Completed Operations) Designated Projects: Each "project" for which you have agreed, in a written contract which is in effect during this policy period, to provide a separate General Aggregate Limit, provided that the contract is signed by you before the "bodily injury" or "property damage" occurs. Designated Locations: All locations listed in Item 3. of the Common Policy Declarations or in any Master Pac Account Exposure Endorsement included in this policy. PROVISIONS 1. The General Aggregate Limit (Other Than 1. The Limits of Insurance shown in the Products-Completed Operations) shown in the Declarations or the Schedule — Limits Of Declarations is replaced by the Limits of Insurance And Designated Projects And Insurance shown in the Schedule — Limits Of Locations, whichever apply, and the rules Insurance And Designated Projects And below fix the most we will pay regardless of Locations. the number of: 2. The following replaces Paragraph 1. of SECTION a. Insureds; III —LIMITS OF INSURANCE: b. Claims made or"suits" brought; CG D4 69 02 19 ©2017 The Travelers Indemnity Company.All rights reserved. Page 1 of 3 Includes copyrighted material of Insurance Services Office, Inc.with its permission. COMMERCIAL GENERAL LIABILITY c. Persons or organizations making claims under Coverage B. Instead, the or bringing "suits"; or General Aggregate Limit described in d. "Projects" or"locations". Paragraph 2.d. below applies to such 3. The following replaces Paragraph 2. of SECTION damages. III —LIMITS OF INSURANCE: (5) Any payments made for damages or 2. a. The Total Aggregate Limit shown in the medical expenses to which the Designated Project Aggregate Limit Schedule — Limits Of Insurance And applies will reduce the Designated Designated Projects And Locations is the Project Aggregate Limit for the most we will pay for the sum of all applicable "project". Such payments amounts under the Designated Location will not reduce the Total Aggregate Aggregate Limit and all amounts under Limit, the General Aggregate Limit the General Aggregate Limit. This described in Paragraph 2.d. below, includes: the Designated Project Aggregate (1) Damages under Coverage A, except Limit for any other "project" or the damages because of"bodily injury" or Designated Location Aggregate Limit. "property damage" included in c. Subject to the Total Aggregate Limit the "products-completed operations described in Paragraph 2.a. above, the hazard"; Designated Location Aggregate Limit (2) Damages under Coverage B; and shown in the Schedule — Limits Of (3) Medical expenses under Coverage C. Insurance And Designated Projects And Locations applies and is further subject to b. The Designated Project Aggregate Limit all of the following provisions: shown in the Schedule — Limits Of Insurance And Designated Projects And (1) The Designated Location Aggregate Locations applies and is further subject to Limit is the most we will pay for the all of the following provisions: sum of: (1) The Designated Project Aggregate (a) Damages under Coverage A Limit is the most we will pay for the because of "bodily injury" and sum of: "property damage" caused by (a) Damages under Coverage A "occurrences"; and because of "bodily injury" and (b) Medical expenses under "property damage" caused by Coverage C for "bodily injury" "occurrences"; and caused by accidents; (b) Medical expenses under that can be attributed only to Coverage C for "bodily injury" operations at a single "location". caused by accidents; (2) The Designated Location Aggregate that can be attributed only to Limit applies separately to each operations at a single "project". "location". (2) The Designated Project Aggregate (3) The Designated Location Aggregate Limit applies separately to each Limit does not apply to damages "project". because of"bodily injury" or "property (3) The Designated Project Aggregate damage" included in the "products- Limit does not apply to damages completed operations hazard". because of"bodily injury" or"property Instead, the Products-Completed damage" included in the "products- Operations Aggregate Limit completed operations hazard". described in Paragraph 3. below Instead, the Products-Completed applies to such damages. Operations Aggregate Limit (4) The Designated Location Aggregate described in Paragraph 3. below Limit does not apply to damages applies to such damages. under Coverage B. Instead, the (4) The Designated Project Aggregate General Aggregate Limit described in Limit does not apply to damages Page 2 of 3 ©2017 The Travelers Indemnity Company.All rights reserved. CG D4 69 02 19 Includes copyrighted material of Insurance Services Office, Inc.with its permission. COMMERCIAL GENERAL LIABILITY Paragraph 2.d. below applies to such General Aggregate Limit applies will damages. reduce: (5) Any payments made for damages or (a) The Total Aggregate Limit; and medical expenses to which the Designated Location Aggregate Limit (b) The General Aggregate Limit. applies will reduce: Such payments will not reduce the (a) The Total Aggregate Limit; and Designated Project Aggregate Limit for any "project" or the Designated (b) The Designated Location Location Aggregate Limit for any Aggregate Limit for the applicable "location". "location". Such payments will not reduce the 4. The following replaces Paragraph 3. of SECTION General Aggregate Limit described in III —LIMITS OF INSURANCE: Paragraph 2.d. below, the 3. The Products-Completed Operations Aggre- Designated Project Aggregate Limit gate Limit shown in the Declarations is the or the Designated Location most we will pay under Coverage A for Aggregate Limit for any other damages because of "bodily injury" or "location". "property damage" included in the "products- completed operations hazard". Any payments d. Subject to the Total Aggregate Limit made for such damages will not reduce the described in Paragraph 2.a. above, the Total Aggregate Limit, the General Aggregate General Aggregate Limit shown in the Limit, the Designated Project Aggregate Limit Schedule — Limits Of Insurance And for any "project" or the Designated Location Designated Projects And Locations Aggregate Limit for any"location". applies and is further subject to all of the following provisions: S. The following is added to the DEFINITIONS Section: (1) The General Aggregate Limit is the most we will pay for the sum of: "Location" means any designated location shown in the Schedule — Limits Of Insurance And (a) Damages under Coverage A Designated Projects and Locations that is owned because of "bodily injury" and by or rented to you. For the purposes of "property damage" caused by determining the applicable aggregate limit of "occurrences", and medical insurance, each "location" that includes a expenses under Coverage C for premises involving the same or connecting lots, "bodily injury" caused by or premises whose connection is interrupted only accidents, that cannot be by a street, roadway or waterway, or by a right-of- attributed only to operations at a way of a railroad, will be considered a single single "project" or a single "location". "location"; and "Project" means any designated project shown in (b) Damages under Coverage B. the Schedule — Limits Of Insurance And (2) The General Aggregate Limit does Designated Projects And Locations that is away not apply to damages for "bodily from premises owned by or rented to you and at injury" or "property damage" included which you are performing operations pursuant to in the "products-completed oper- a contract or agreement. For the purposes of ations hazard". Instead, the determining the applicable aggregate limit of Products-Completed Operations insurance, each "project" that includes a premises Aggregate Limit described in involving the same or connecting lots, or Paragraph 3. below applies to such premises whose connection is interrupted only by damages. a street, roadway or waterway, or by a right-of- way of a railroad, will be considered a single (3) Any payments made for damages or "project". medical expenses to which the CG D4 69 02 19 ©2017 The Travelers Indemnity Company.All rights reserved. Page 3 of 3 Includes copyrighted material of Insurance Services Office,Inc.with its permission. This page has been left blank intentionally. COMMERCIAL GENERAL LIABILITY POLICY: 6809M677855 COMMEMAL GENERAL UABUTY COVERAGE FORM Various provisions in this policy restrict coverage. Read (1) The "bodily injury" or "property damage" is the entire policy carefully to determine rights, duties and caused by an "occurrence" that takes place what is and is not covered. in the "coverage territory"; Throughout this policy the words "you" and "your" refer (2) The "bodily injury" or "property damage" to the Named Insured shown in the Declarations, and occurs during the policy period; and any other person or organization qualifying as a Named Insured under this policy. The words "we", "us" and (3) Prior to the policy period, no insured listed "our" refer to the company providing this insurance. under Paragraph 1. of Section II — Who Is The word "insured" means any person or organization An Insured and no "employee" authorized qualifying as such under Section II — Who Is An by you to give or receive notice of an Insured. "occurrence" or claim knew that the "bodily injury" or "property damage" had occurred, Other words and phrases that appear in quotation in whole or in part. If such a listed insured marks have special meaning. Refer to Section V — or authorized "employee" knew, prior to the Definitions. policy period, that the "bodily injury" or "property damage" occurred, then any SECTION I —COVERAGES continuation, change or resumption of such COVERAGE A — BODILY INJURY AND PROPERTY "bodily injury" or "property damage" during DAMAGE LIABILITY or after the policy period will be deemed to have been known prior to the policy period. 1. Insuring Agreement c. "Bodily injury" or "property damage" which a. We will pay those sums that the insured occurs during the policy period and was not, becomes legally obligated to pay as damages prior to the policy period, known to have because of"bodily injury" or "property damage" occurred by any insured listed under Paragraph to which this insurance applies. We will have 1. of Section II — Who Is An Insured or any the right and duty to defend the insured against "employee" authorized by you to give or receive any "suit" seeking those damages. However, notice of an "occurrence" or claim, includes any we will have no duty to defend the insured continuation, change or resumption of that against any "suit" seeking damages for "bodily "bodily injury" or "property damage" after the injury" or "property damage" to which this end of the policy period. insurance does not apply. We may, at our discretion, investigate any "occurrence" and d. "Bodily injury" or "property damage" will be settle any claim or"suit"that may result. But: deemed"to have been known to have occurred at the earliest time when any insured listed (1) The amount we will pay for damages is under Paragraph 1. of Section II — Who Is An limited as described in Section III — Limits Insured or any "employee" authorized by you to Of Insurance; and give or receive notice of an "occurrence" or (2) Our right and duty to defend end when we claim: have used up the applicable limit of (1) Reports all, or any part, of the "bodily insurance in the payment of judgments or injury" or "property damage" to us or any settlements under Coverages A or B or other insurer; medical expenses under Coverage C. No other obligation or liability to pay sums or (2) Receives a written or verbal demand or perform acts or services is covered unless claim for damages because of the "bodily explicitly provided for under Supplementary injury or property damage"; or Payments. (3) Becomes aware by any other means that b. This insurance applies to "bodily injury" and "bodily injury" or "property damage" has "property damage" only if: occurred or has begun to occur. CG T1 00 02 19 ©2017 The Travelers Indemnity Company.All rights reserved. Page 1 of 21 Includes copyrighted material of Insurance Services Office,Inc.with its permission COMMERCIAL GENERAL LIABILITY venture or limited liability company that is not shown as a. The amount shown for the Damage To a Named Insured in the Declarations. This paragraph Premises Rented To You Limit in the does not apply to any such partnership, joint venture or Declarations of this Coverage Part; or limited liability company that otherwise qualifies as an b. $300,000 if no amount is shown for the insured under Section II —Who Is An Insured. Damage To Premises Rented To You Limit in SECTION III —LIMITS OF INSURANCE the Declarations of this Coverage Part. 1. The Limits of Insurance shown in the Declarations 7. Subject to Paragraph S. above, the Medical and the rules below fix the most we will pay Expense Limit is the most we will pay under regardless of the number of: Coverage C for all medical expenses because of a. Insureds; "bodily injury" sustained by any one person. The Limits of Insurance of this Coverage Part apply b. Claims made or"suits" brought; or separately to each consecutive annual period and to any c. Persons or organizations making claims or remaining period of less than 12 months, starting with bringing "suits". the beginning of the policy period shown in the Declarations, unless the policy period is extended after 2. The General Aggregate Limit is the most we will pay issuance for an additional period of less than 12 for the sum of: months. In that case, the additional period will be a. Medical expenses under Coverage C; deemed part of the last preceding period for purposes of b. Damages under Coverage A, except damages determining the Limits of Insurance. because of "bodily injury" or "property damage" SECTION IV — COMMERCIAL GENERAL LIABILITY included in the "products-completed operations CONDITIONS hazard"; and 1. Bankruptcy c. Damages under Coverage B. Bankruptcy or insolvency of the insured or of the 3. The Products-Completed Operations Aggregate insured's estate will not relieve us of our obligations Limit is the most we will pay under Coverage A for under this Coverage Part. damages because of "bodily injury" and "property 2. Duties In The Event Of Occurrence, Offense, damage" included in the "products-completed Claim Or Suit operations hazard". a. You must see to it that we are notified as soon 4. Subject to Paragraph 2. above, the Personal And as practicable of an "occurrence" or an offense Advertising Injury Limit is the most we will pay which may result in a claim. To the extent under Coverage B for the sum of all damages possible, notice should include: because of all "personal injury" and "advertising injury" sustained by any one person or organization. (1) How, when and where the "occurrence" or offense took place; 5. Subject to Paragraph 2. or 3. above, whichever applies, the Each Occurrence Limit is the most we (2) The names and addresses of any injured will pay for the sum of: persons and witnesses; and a. Damages under Coverage A; and (3) The nature and location of any injury or damage arising out of the "occurrence" or b. Medical expenses under Coverage C; offense. because of all "bodily injury" and "property damage" arising out of any one "occurrence". b. If a claim is made or "suit" is brought against any insured, you must: For the purposes of determining the applicable Each Occurrence Limit, all related acts or (1) Immediately record the specifics of the omissions committed in providing or failing to claim or"suit" and the date received; and provide first aid or "Good Samaritan services" to (2) Notify us as soon as practicable. any one person will be deemed to be one "occurrence". You must see to it that we receive written notice of the claim or"suit" as soon as practicable. 6. Subject to Paragraph 5. above, the Damage To Premises Rented To You Limit is the most we will C. You and any other involved insured must: pay under Coverage A for damages because of (1) Immediately send us copies of any "premises damage" to any one premises. The demands, notices, summonses or legal Damage To Premises Rented To You Limit will be: papers received in connection with the claim or"suit"; CG T1 00 02 19 ©2017 The Travelers Indemnity Company.All rights reserved. Page 13 of 21 Includes copyrighted material of Insurance Services Office, Inc.with its permission. COMMERCIAL GENERAL LIABILITY (2) Authorize us to obtain records and other (iii) An executive officer or director of information; any other organization; or (3) Cooperate with us in the investigation or (iv) A trustee of any trust; settlement of the claim or defense against that is your partner, joint venture the "suit"; and member, manager or trustee; or (4) Assist us, upon our request, in the (b) Any employee authorized by such enforcement of any right against any partnership, joint venture, limited person or organization which may be liable to the insured because of injury or damage liability company, trust or other organization to give notice of an to which this insurance may also apply. "occurrence" or offense. d. No insured will, except at that insured's own (3) Notice to us of such "occurrence" or cost, voluntarily make a payment, assume any offense will be deemed to be given as soon obligation, or incur any expense, other than for as practicable if it is given in good faith as first aid, without our consent. soon as practicable to your workers' e. The following provisions apply to Paragraph a. compensation insurer. This applies only if above, but only for purposes of the insurance you subsequently give notice to us of the provided under this Coverage Part to you or any "occurrence" or offense as soon as insured listed in Paragraph 1. or 2. of Section II practicable after any of the persons —Who Is An Insured: described in Paragraph e.(1) or (2) above discovers that the "occurrence" or offense (1) Notice to us of such "occurrence" or may result in sums to which the insurance offense must be given as soon as provided under this Coverage Part may practicable only after the "occurrence" or apply. offense is known to you (if you are an However, if this policy includes an endorsement individual), any of your partners or that provides limited coverage for "bodily injury" members who is an individual (if you are a or "property damage" or pollution costs arising partnership or joint venture), any of your out of a discharge, release or escape of managers who is an individual (if you are a "pollutants" which contains a requirement that limited liability company), any of your the discharge, release or escape of "pollutants" "executive officers" or directors (if you are must be reported to us within a specific number an organization other than a partnership, of days after its abrupt commencement, this joint venture, or limited liability company), Paragraph e. does not affect that requirement. any of your trustees who is an individual (if you are a trust) or any "employee" 3. Legal Action Against Us authorized by you to give notice of an No person or organization has a right under this "occurrence" or offense. Coverage Part: (2) If you are a partnership, joint venture, a. To join us as a party or otherwise bring us into limited liability company or trust, and none a "suit" asking for damages from an insured; or of your partners, joint venture members, b. To sue us on this Coverage Part unless all of managers or trustees are individuals, notice its terms have been fully complied with. to us of such "occurrence" or offense must be given as soon as practicable only after A person or organization may sue us to recover on the "occurrence" or offense is known by: an agreed settlement or on a final judgment against an insured; but we will not be liable for damages (a) Any individual who is: that are not payable under the terms of this (i) A partner or member of any Coverage Part or that are in excess of the applicable limit of insurance. An agreed settlement partnership or joint venture; means a settlement and release of liability signed by (ii) A manager of any limited liability us, the insured, and the claimant or the claimant's company; legal representative. Page 14 of 21 ©2017 The Travelers Indemnity Company.All rights reserved. CG T1 00 02 19 Includes copyrighted material of Insurance Services Office, Inc.with its permission COMMERCIAL GENERAL LIABILITY 4. Other Insurance (ii) That is insurance for "premises If valid and collectible other insurance is available to damage"; the insured for a loss we cover under Coverages A (III) If the loss arises out of the or B of this Coverage Part, our obligations are maintenance or use of aircraft, limited as described in Paragraphs a. and b. below. "autos" or watercraft to the extent As used anywhere in this Coverage Part, other not subject to any exclusion in this insurance means insurance, or the funding of Coverage Part that applies to losses, that is provided by, through or on behalf of: aircraft, "autos" or watercraft; (1) Another insurance company; (iv) That is insurance available to a premises owner, manager or (ii) Us or any of our affiliated insurance companies, lessor that qualifies as an insured except when the Non cumulation of Each under Paragraph 4. of Section II — Occurrence Limit provision of Paragraph S. of Who Is An Insured, except when Section III — Limits Of Insurance or the Non Paragraph d. below applies; or cumulation of Personal and Advertising Injury (v) That is insurance available to an Limit provision of Paragraph 4. of Section III — equipment lessor that qualifies as Limits of Insurance applies because the an insured under Paragraph S. of Amendment — Non Cumulation Of Each Occurrence Limit Of Liability And Non Section II — Who Is An Insured, except when Paragraph d. below Cumulation Of Personal And Advertising Injury Limit endorsement is included in this policy; applies. (iii)Any risk retention group; or (b) Any of the other insurance, whether primary, excess, contingent or on any (iv)Any self-insurance method or program, in other basis, that is available to the which case the insured will be deemed to be insured when the insured is an the provider of other insurance. additional insured, or is any other Other insurance does not include umbrella insured that does not qualify as a insurance, or excess insurance, that was bought named insured, under such other specifically to apply in excess of the Limits of insurance. Insurance shown in the Declarations of this (2) When this insurance is excess, we will Coverage Part. have no duty under Coverages A or B to As used anywhere in this Coverage Part, other defend the insured against any "suit" if any other insurer has a duty to defend the insurer means a provider of other insurance. As insured against that "suit". If no other used in Paragraph c. below, insurer means a insurer defends, we will undertake to do so, provider of insurance. but we will be entitled to the insured's rights a. Primary Insurance against all those other insurers. This insurance is primary except when (3) When this insurance is excess over other Paragraph b. below applies. If this insurance is insurance, we will pay only our share of the primary, our obligations are not affected unless amount of the loss, if any, that exceeds the any of the other insurance is also primary. sum of: Then, we will share with all that other insurance (a) The total amount that all such other by the method described in Paragraph c. below, insurance would pay for the loss in the except when Paragraph d. below applies. absence of this insurance; and b. Excess Insurance (b) The total of all deductible and self- insured amounts under all that other (1) This insurance is excess over: insurance. (a) Any of the other insurance, whether (4) We will share the remaining loss, if any, primary, excess, contingent or on any with any other insurance that is not other basis: described in this Excess Insurance provision and was not bought specifically to (i) That is Fire, Extended Coverage, apply in excess of the Limits of Insurance Builder's Risk, Installation Risk or shown in the Declarations of this Coverage similar coverage for"your work"; Part. CG T1 00 02 19 ©2017 The Travelers Indemnity Company.All rights reserved. Page 15 of 21 Includes copyrighted material of Insurance Services Office, Inc.with its permission COMMERCIAL GENERAL LIABILITY c. Method Of Sharing a. The statements in the Declarations are If all of the other insurance permits contribution accurate and complete; by equal shares, we will follow this method also. b. Those statements are based upon Under this approach each insurer contributes representations you made to us; and equal amounts until it has paid its applicable c. We have issued this policy in reliance upon limit of insurance or none of the loss remains, your representations. whichever comes first. The unintentional omission of, or unintentional error If any of the other insurance does not permit in, any information provided by you which we relied contribution by equal shares, we will contribute upon in issuing this policy will not prejudice your by limits. Under this method, each insurer's rights under this insurance. However, this provision share is based on the ratio of its applicable limit does not affect our right to collect additional of insurance to the total applicable limits of premium or to exercise our rights of cancellation or insurance of all insurers. nonrenewal in accordance with applicable insurance d. Primary And Non-Contributory Insurance If laws or regulations. Required By Written Contract 7. Separation Of Insureds If you specifically agree in a written contract or Except with respect to the Limits of Insurance, and agreement that the insurance afforded to an any rights or duties specifically assigned in this insured under this Coverage Part must apply on Coverage Part to the first Named Insured, this a primary basis, or a primary and non- insurance applies: contributory basis, this insurance is primary to a. As if each Named Insured were the only other insurance that is available to such insured Named Insured; and which covers such insured as a named insured, and we will not share with that other insurance, b. Separately to each insured against whom claim provided that: is made or"suit" is brought. (1) The "bodily injury" or "property damage" for 8• Transfer Of Rights Of Recovery Against Others which coverage is sought occurs; and To Us (2) The "personal and advertising injury" for If the insured has rights to recover all or part of any which coverage is sought is caused by an payment we have made under this Coverage Part, offense that is committed; those rights are transferred to us. The insured must do nothing after loss to impair them. At our request, subsequent to the signing of that contract or the insured will bring "suit" or transfer those rights agreement by you. to us and help us enforce them. S. Premium Audit 9. When We Do Not Renew a. We will compute all premiums for this Coverage If we decide not to renew this Coverage Part, we will Part in accordance with our rules and rates. mail or deliver to the first Named Insured shown in b. Premium shown in this Coverage Part as the Declarations written notice of the nonrenewal advance premium is a deposit premium only. At not less than 30 days before the expiration date. the close of each audit period we will compute If notice is mailed, proof of mailing will be sufficient the earned premium for that period and send proof of notice. notice to the first Named Insured. The due date SECTION V—DEFINITIONS for audit and retrospective premiums is the date 1 "Advertisement" means a notice that is broadcast or shown as the due date on the bill. If the sum of published to the general public or specific market the advance and audit premiums paid for the segments about your goods, products or services policy period is greater than the earned for the purpose of attracting customers or premium, we will return the excess to the first supporters. For the purposes of this definition: Named Insured. c. The first Named Insured must keep records of a. Notices that are published include material the information we need for premium placed on the Internet or on similar electronic computation, and send us copies at such times means of communication; and as we may request. b. Regarding websites, only that part of a website 6. Representations that is about your goods, products or services P for the purposes of attracting customers or By accepting this policy, you agree: supporters is considered an advertisement. Page 16 of 21 ©2017 The Travelers Indemnity Company.All rights reserved. CG T1 00 02 19 Includes copyrighted material of Insurance Services Office, Inc.with its permission. This page has been left blank intentionally. GENERAL PURPOSE ENDORSEMENT POLICY NUMBER: 680-9M677855-20-47 OFFICE PAC ISSUE DATE: 12/31/2019 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. CGD361 This endorsement modifies insurance provided under the following: ADDITIONAL INSURED - OWNERS, LESSEES OR CONTRACTORS - SCHEDULED PERSON OR ORGANIZATION THIS ENDORSEMENT MODIFIES INSURANCE PROVIDED UNDER THE FOLLOWING: COMMERCIAL GENERAL LIABILITY COVERAGE PART SCHEDULE NAMES OF ADDITIONAL INSURED PERSON(S) OR ORGANIZATION(S): Any person or organization that you agree in a written contract to include as an additional insured on this Coverage Part, provided that such written contract was signed by you before,and is in effect when, the "bodily injury" or "property damage" occurs or the "personal injury" or "advertising injury" offense is committed. LOCATION OF COVERED OPERATIONS: Any project to which a written contract with the Additional Insured Person(s) or Organization(s) in the Schedule applies. (INFORMATION REQUIRED TO COMPLETE THIS SCHEDULE, IF NOT SHOWN ABOVE, WILL BE SHOWN IN THE DECLARATIONS.) A. SECTION II -WHO IS AN INSURED IS AMENDED TO INCLUDE AS AN ADDITIONAL INSURED THE PERSON(S) OR ORGANIZATION(S) SHOWN IN THE SCHEDULE, BUT ONLYWITH RESPECT TO LIABILITY FOR "BODILY INJURY", "PROPERTY DAMAG Ell,PERSONAL INJURY OR "ADVERTISING INJURY" CAUSED, IN WHOLE OR IN PART, BY: 1. YOUR ACTS OR OMISSIONS; OR 2. THE ACTS OR OMISSIONS OF THOSE ACTING ON YOUR BEHALF; IN THE PERFORMANCE OF YOUR ONGOING OPERATIONS FOR THE ADDITIONALINSURED(S)AT THE LOCATION(S) DESIGNATED ABOVE. B. WITH RESPECT TO THE INSURANCE AFFORDED TO THESE ADDITIONAL INSURED, THE FOLLOWING ADDITIONAL EXCLUSIONS APPLY: This insurance does not apply to "bodily injury" or "property damage" occurring, or "personal injury" or "advertising injury" arising out of an offense committed, after: 1. ALL WORK, INCLUDING MATERIALS, PARTS OR EQUIPMENT FURNISHED INCONNECTION WITH SUCH WORK, ON THE PROJECT(OTHER THAN SERVICE, MAINTENANCEOR 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 ARISESHAS CG T8 01 01 20 Page 1 of 2 GENERAL PURPOSE ENDORSEMENT POLICY NUMBER: 680-9M677855-20-47 OFFICE PAC ISSUE DATE: 12/31/2019 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. CGD361 This endorsement modifies insurance provided under the following: BEEN PUT TO ITS INTENDED USE BY ANY PERSON OR ORGANIZATION OTHER THANANOTHER CONTRACTOR OR SUBCONTRACTOR ENGAGED IN PERFORMING OPERATIONS FOR APRINCIPAL AS A PART OF THE SAME PROJECT. CG D3 61 03 05 Copyright 2005 The St. Paul Travelers Companies, Inc. All rights reserved. Includes copyrighted material of Insurance Services Office, Inc. with its permission. CG T8 01 01 20 Page 2 of 2 GENERAL PURPOSE ENDORSEMENT POLICY NUMBER: 680-9M677855-20-47 OFFICE PAC ISSUE DATE: 12/31/2019 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. CG2037 This endorsement modifies insurance provided under the following: ADDITIONAL INSURED-OWNERS, LESSEES OR CONTRACTORS -COMPLETED OPERATIONS THIS ENDORSEMENT MODIFIES INSURANCE PROVIDED UNDER THE FOLLOWING: COMMERCIAL GENERAL LIABILITY COVERAGE PART SCHEDULE NAMES OF ADDITIONAL INSURED PERSON(S) OR ORGANIZATION(S): Any person or organization that you agree in a written contract to include as an additional insured on this Coverage Part for "bodily injury" or "property damage" included in the products-completed operations hazard, provided that such contract was signed by you before, and is in effect when, the "bodily injury or "property damage" occurs. LOCATION AND DESCRIPTION OF COMPLETED OPERATIONS:Any project to which a written contract with the Additional Insured Person(s)or Organization(s) in the Schedule applies. (INFORMATION REQUIRED TO COMPLETE THIS SCHEDULE, IF NOT SHOWN ABOVE, WILL BE SHOWN IN THE DECLARATIONS.) A. SECTION II -WHO IS AN INSURED IS AMENDED TO INCLUDE AS AN ADDITIONAL INSURED THE PERSON(S) OR ORGANIZATION(S)SHOWN IN THE SCHEDULE, BUT ONLYWITH RESPECT TO LIABILITY FOR"BODILY INJURY", "PROPERTY DAMAGE" CAUSED, IN WHOLE OR IN PART, BY"YOUR WORK"AT THE LOCATION DESIGNATED ANDDESCRIBED IN THE SCHEDULE OF THIS ENDORSEMENT PERFORMED FOR THATADDITIONAL INSURED AND INCLUDED IN THE "PRODUCTS-COMPLETED OPERATIONS HAZARD". CG20370704 Copyright ISO Properties, Inc. 2004 CG T8 02 01 20 Page 1 of 1 This page has been left blank intentionally. 11/4/2020 Corporations and Charities System r vans-and Charities Filing System i�I-sS l BUSINESS INFORMATION Business Name: KPG,P.S. UBI Number: 601 248 468 Business Type: WA PROFESSIONAL SERVICE CORPORATION Business Status: ACTIVE Principal Office Street Address: 3131 ELLIOTT AVE,SUITE 400,SEATTLE,WA,98121-1006,UNITED STATES Principal Office Mailing Address: 3131 ELLIOTT AVE,SUITE 400,SEATTLE,WA,98121-1006,UNITED STATES Expiration Date: 05/31/2021 Jurisdiction: UNITED STATES,WASHINGTON Formation/Registration Date: 05/10/1990 Period of Duration: PERPETUAL Inactive Date: Nature of Business: PROFESSIONAL,SCIENTIFIC&TECHNICAL SERVICES REGISTERED AGENT INFORMATION Registered Agent Name: KPG,P.S. Street Address: 3131 ELLIOTT AVE STE 400,SEATTLE,WA,98121-1006,UNITED STATES Mailing Address: 3131 ELLIOTT AVE STE 400,SEATTLE,WA,98121-1006,UNITED STATES GOVERNORS Title Governors Type Entity Name First Name Last Name https:Hccfs.sos.wa.gov/#/BusinessSearch/Businesslnformation 1/2 11/4/2020 Corporations and Charities System Title Governors Type Entity Name First Name Last Name GOVERNOR INDIVIDUAL ELIZABETH GIBSON GOVERNOR INDIVIDUAL PAUL FUESEL GOVERNOR INDIVIDUAL TERRY WRIGHT GOVERNOR INDIVIDUAL OLIVIA PARASCHIV GOVERNOR INDIVIDUAL NANDEZ MILLER GOVERNOR INDIVIDUAL NELSON DAVIS GOVERNOR INDIVIDUAL DENNIS DEAN JR GOVERNOR INDIVIDUAL JAN CIGANIK GOVERNOR INDIVIDUAL NATHANIEL MOZER GOVERNOR INDIVIDUAL MICHAEL BOWEN GOVERNOR INDIVIDUAL JASON FRITZLER GOVERNOR INDIVIDUAL SUSAN ROWE GOVERNOR INDIVIDUAL SESSYLE ASATO Back Filing History j Name History Print I Return to Business Search https://ccfs.sos.wa.gov/#/BusinessSearch/Businessinformation 2/2 RETURN TO. PW ADMIN EXT: 2700 ID#: [„15 CITY OF FEDERAL WAY LAW DEPARTMENT ROUTING FORM 1. ORIGINATING DEPT/DIv: PUBLIC WORKS/ 5-7 fZI✓M S 2. ORIGINATING STAFF PERSON: - FF hIUY N" EXT: 2,79-1 3. DATE REQ.B) 3. TYPE OF DOCUMENT(CHECK ONE): ❑ CONTRACTOR SELECTION DOCUMENT(E.G.,RFB,RFP,RFQ) ❑ P',TU I[. (.1)NTR V-1 ❑ SMALL OR LIMITED PUBLIC WORKS CONTRACT SI-.k' IC E ACrREENIENT ❑ MAINTENANCE AGREEMENT ❑ t ri..Ha[lti kND SERVICE AGREENIENT ❑ HUMAN SERVICES/CDBG ❑ REAL ESTATE DOCUMENT ❑ SECURITY DOCUMENT(E.G BOND RELATED DOCUMENTS) ❑ ORDINANCE ❑ RESOLUTION ❑ CONTRACT AMENDMENT(AG#): ❑ INTERLOCAL ❑ OTHER 4. PROJECT NAME; 1 c r1 G1 l d10b d S Nt;� k.�C4 SV 1 .L/^� 'C?Iol12 Q.� k. 5. NAME OF CONTRACTOR: �p� ADDRESS: 1 0 I � TELEPI•IONL: L U- &- 16'+0 E-MAIL:M+�a k con FAX: SIGNATURE NAME: TITLE: 6. EXHIBITS AND ATTACHMENTS: SCOPE,WORK OR SERVICES ❑ COMPENSATION ❑ INSURANCE REQUIREMENTS/CERTIFICATE ❑ ALL OTHER REFERENCED EXHIBITS ❑ PROOF OF AUTHORITY TO SIGN ❑ REQUIRED LICENSES ❑ PRIOR CONTRACT/AMENDMENTS CFW LICENSE# BL,EXP. 12/31/ UBI# - EXP. ff 7. TERM: COMMENCEMENT DATE: PJ►.JM w- 21, aolq COMPLETION 8. TOTAL COMPENSATION:$ 1 g., O q-7 5-0 _ (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,$ PAIDBY: ❑CONTRACTOR ❑CITY RETAINAGE: RETAINAGE AMOUNT: q RETAINAGE AGREEMENT(SEE CONTRACT) OR ❑RETAINAGE BOND PROVIDED PURCHASING: PLEASE CHARGE TO: 9. DOCUMENT/CONTRACT REVIEW INITIAL 1 ATE REVIEWED INITIAL/DATE APPROVED PROJECT MANAGER 19 14. DIVISION MANAGER DEPUTY DIRECTOR D[RECTOR ❑ RISKMANAGEMENT (IFAPPLICABLE) 1�LAW DEPT all 7/1 10. COUNCIL APPROVAL(IF APPLICABLE) SCHEDULED COMMITTEE DATE: COMMITTEE APPROVAL DATE: SCHEDULED COUNCIL DATE: COUNCIL APPROVAL DATE: 11. CONTRACT SIGNATURE ROUTING (� n ¢ X SENT TO VENDOR/CONTRACTOR DATE SENT: 1 C a q DATE REo C'D: (� ❑ ATTACH: SIGNATURE AUTHORITY, INSURANCE CERTIFICATE,LICENSES,EXHIBITS ❑ CREATE ELECTRONIC REMINDER/NOTIFICATION FOR 1 MONTH PRIOR TO EXPIRATION DATE (INCLUDE DEPT.SUPPORT STAFF IF NECESSARY AND FEEL FREE TO SET NOTIFICATION MORE THAN A MONTH IN ADVANCE IF COUNCILAPPROVAL IS NEEDED.) INITIAL/DATE SIGNED ❑ FINANCE DEPARTMENT LAW DEPT SIGNATORY(MAYOR OR D>60R) �CITY CLERK ol ASSIGNEDAG# A # " Y✓�-` 4SIGNED COPY.RETURNED DATE SENT: ETURN ONE ORIGINAL COMMENTS: EXECUTE u w ORIGINALS 1/2018 Local Agency A & E Professional Services Lump Sum Consultant Agreement Agreement Number: Firm/Organization Legal Name (do not use dba's): KPG, PS Address Federal Aid Number_ 3131 Eliott Ave N, Suite 400, Seattle,WA 98121 UBI Number Federal TIN or SSN Number 601248468 91-1477662 Execution Date Completion Date December 31, 2019 1099 Form Required Federal Participation ❑ Yes ❑ No J ❑ Yes ❑ No Project Title Lakota Middle School - SW Dash Point Road Sidewalk Description of Work KPG, PS will provide Survey Services to the City of Federal Way for the Lakota Middle School- SW Dash Point Road Sidewalk along 21st Ave SW between SW Dash Point Rd to SW 312th St. ❑ Yes ❑ No DBE Participation Maximum Amount Payable: $18,897.50 ❑ Yes ❑ No MBE Participation ❑ Yes ❑ No WBE Participation ❑ Yes ❑ No SBE Participation Index of Exhibits Exhibit A Scope of Work Exhibit B DBE Participation/SBE Plan Exhibit C Preparation and Delivery of Electronic Engineering and Other Data Exhibit D Prime Consultant Cost Computations Exhibit E Sub-consultant Cost Computations Exhibit F Title VI Assurances Exhibit G Certification Documents Exhibit H Liability Insurance Increase Exhibit I Alleged Consultant Design Error Procedures Exhibit J Consultant Claim Procedures Agreement Number: Local Agency A&E Professional Services Lump Sum Consultant Agreement Page 1 of 13 Ravicarl 111nv?n17 Local Agency A & E Professional Services Lurap Sura Consultant Agreement Agreement Number: Firm/Organization Legal Name (do not use dba's): KPG, PS Address Federal Aid Number 3131 Eliott Ave N, Suite 400, Seattle, WA 98121 UBI Number Federal TIN or SSN Number 601248468 91-1477662 Execution Date Completion Date December 31, 2019 1099 Form Required Federal Participation ❑ Yes ❑ No ❑ Yes ❑ No Project Title Lakota Middle School - SW Dash Point Road Sidewalk Description of Work KPG, PS will provide Survey Services to the City of Federal Way for the Lakota Middle School - SW Dash Point Road Sidewalk along 21st Ave SW between SW Dash Point Rd to SW 312th St. ❑ Yes ❑ No DBE Participation Maximum Amount Payable: ❑ Yes ❑ No MBE Participation ❑ Yes ❑ No WBE Participation ❑ Yes ❑ No SBE Participation Index of Exhibits Exhibit A Scope of Work Exhibit B DBE Participation/SBE Plan Exhibit C Preparation and Delivery of Electronic Engineering and Other Data Exhibit D Prime Consultant Cost Computations Exhibit E Sub-consultant Cost Computations Exhibit F Title VI Assurances Exhibit G Certification Documents Exhibit H Liability Insurance Increase Exhibit I Alleged Consultant Design Error Procedures Exhibit J Consultant Claim Procedures Agreement Number: Local Agency A&E Professional Services Lump Sum Consultant Agreement Page 1 of 13 wpvt-cArr ii miign17 THIS AGREEMENT, made and entered into as shown in the "Execution Date"box on page one (1) of this AGREEMENT, between the hereinafter called the "AGENCY," and the "Firm/ Organization Name" referenced on page one (1) of this AGREEMENT, hereinafter called the "CONSULTANT." WHEREAS, the AGENCY desires to accomplish the work referenced in "Description of Work" on page one (1) of this AGREEMENT and hereafter called the "SERVICES;" and does not have sufficient staff to meet the required commitment and therefore deems it advisable and desirable to engage the assistance of a CONSULTANT to provide the necessary SERVICES; and WHEREAS, the CONSULTANT represents that they comply with the Washington State Statutes relating to professional registration, if applicable, and has signified a willingness to furnish consulting services to the AGENCY. NOW, THEREFORE, in consideration of the terms, conditions, covenants, and performance contained herein, or attached and incorporated and made a part hereof, the parties hereto agree as follows: 1. General Description of Work The work under this AGREEMENT shall consist of the above-described SERVICES as herein defined, and necessary to accomplish the completed work for this project. The CONSULTANT shall furnish all services, labor, and related equipment and, if applicable, sub-consultants and subcontractors necessary to conduct and complete the SERVICES as designated elsewhere in this AGREEMENT. II. Scope of Work The Scope of Work and projected level of effort required for these SERVICES is described in Exhibit"A" attached hereto and by this reference made a part of this AGREEMENT. The Scope of Work was developed utilizing performance based contracting methodologies. Ill. General Requirements All aspects of coordination of the work of this AGREEMENT with outside agencies, groups, or individuals shall receive advance approval by the AGENCY. Necessary contacts and meetings with agencies, groups, and/or individuals shall be coordinated through the AGENCY. The CONSULTANT shall attend coordination,progress, and presentation meetings with the AGENCY and/or such State, Federal, Community, City, or County officials, groups or individuals as may be requested by the AGENCY. The AGENCY will provide the CONSULTANT sufficient notice prior to meetings requiring CONSULTANT participation. The minimum required hours or days' notice shall be agreed to between the AGENCY and the CONSULTANT and shown in Exhibit "A." The CONSULTANT shall prepare a monthly progress report, in a form approved by the AGENCY, which will outline in written and graphical form the various phases and the order of performance of the SERVICES in sufficient detail so that the progress of the SERVICES can easily be evaluated. The CONSULTANT, any sub-consultants, and the AGENCY shall comply with all Federal, State, and local laws, rules, codes, regulations, and all AGENCY policies and directives, applicable to the work to be performed under this AGREEMENT. This AGREEMENT shall be interpreted and construed in accordance with the laws of the State of Washington. Agreement Number: Local Agency &E Professional Services Lump Sum Consultant Agreement Page 2 of 13 RPvisPd 1110112n17 Participation for Disadvantaged Business Enterprises (DBE) or Small Business Enterprises (SBE), if required, per 49 CFR Part 26, shall be shown on the heading of this AGREEMENT. If DBE firms are utilized at the commencement of this AGREEMENT, the amounts authorized to each firm and their certification number will be shown on Exhibit "B" attached hereto and by this reference made part of this AGREEMENT. If the Prime CONSULTANT is a DBE certified firm they must comply with the Commercial Useful Function (CUF) regulation outlined in the AGENCY's "DBE Program Participation Plan" and perform a minimum of 30% of the total amount of this AGREEMENT. It is recommended, but not required, that non-DBE Prime CONSULTANTS perform a minimum of 30% of the total amount of this AGREEMENT. In the absents of a mandatory UDBE, a voluntary SBE goal amount of ten percent of the Consultant Agreement is established. The Consultant shall submit a SBE Participation Plan prior to commencing work. Although the goal is voluntary, the outreach efforts to provide SBE maximum practicable opportunities are not. The CONSULTANT, on a monthly basis, shall enter the amounts paid to all firms involved with this AGREEMENT into the w sdot.diversitycompliance.com program. Payment information shall identify any DBE Participation. Non-minority, woman owned DBEs does not count towards UDBE goal attainment. All Reports, PS&E materials, and other data furnished to the CONSULTANT by the AGENCY shall be returned. All electronic files, prepared by the CONSULTANT, must meet the requirements as outlined in Exhibit "C — Preparation and Delivery of Electronic Engineering and other Data." All designs, drawings, specifications, documents, and other work products, including all electronic files, prepared by the CONSULTANT prior to completion or termination of this AGREEMENT are instruments of service for these SERVICES, and are the property of the AGENCY. Reuse by the AGENCY or by others, acting through or on behalf of the AGENCY of any such instruments of service, not occurring as a part of this SERVICE, shall be without liability or legal exposure to the CONSULTANT. Any and all notices or requests required under this AGREEMENT shall be made in writing and sent to the other party by (i) certified mail, return receipt requested, or (ii) by email or facsimile, to the address set forth below: If to AGENCY. If to CONSULTANT: Name: Jeff Huynh Name: Mike Bowen, PLS Agency: City of Federal Way Agency: KPG,PS Address: 33325 8th Ave S Address: 3131 Eliott Ave N City: Federal Way State: WA Zip: 98003 City: Seattle State: WA Zip: 98121 Email: Jeff.Huynh@cityoffedealway.com Email: mikeb@kpg.com Phone: 253-835-2721 Phone: 206-286-1640 Facsimile: 253-835-2709 Facsimile: IV. Time for Beginning and Completion The CONSULTANT shall not begin any work under the terms of this AGREEMENT until authorized in writing by the AGENCY. All work under this AGREEMENT shall be completed by the date shown in the heading of this AGREEMENT titled "Completion Date." The established completion time shall not be extended because of any delays attributable to the CONSULTANT, but may be extended by the AGENCY in the event of a delay attributable to the AGENCY, or because of unavoidable delays caused by an act of GOD, governmental actions, or other conditions beyond the control of the CONSULTANT. A prior supplemental AGREEMENT issued by the AGENCY is required to extend the established completion time. Agreement Number: Local Agency A &E Professional Services Lump Sum Consultant Page 3 of 14 Anreement Revkpd 11/01/2017 V. Payment Provisions The CONSULTANT shall be paid by the AGENCY for completed SERVICES rendered under this AGREEMENT as provided hereinafter. Such payment shall be full compensation for SERVICES performed or SERVICES rendered and for all labor, materials, supplies, equipment, and incidentals necessary to complete SERVICES. The CONSULTANT shall conform to all applicable portions of 48 CFR Part 31 (www.ecfr.gov). The estimate in support of the lump sum amount is attached hereto as Exhibits "D" and"E" and by this reference made part of this AGREEMENT. A. Lump Sum Agreement: Payment for all consulting SERVICES shall be on the basis of a lump sum amount as shown on page one (1) of this AGREEMENT. B. Maximum Amount Payable: The Maximum Total Amount Payable by the AGENCY to the CONSULTANT under this AGREEMENT shall not exceed the amount shown in the heading of this AGREEMENT on page one (1.) The Maximum Amount Payable does not include payment for extra work as stipulated in section XIII, "Extra Work." No minimum amount payable is guaranteed under this AGREEMENT. C. Monthly Progress Payments: The CONSULTANT may submit billings to the AGENCY for reimbursement of costs on a monthly basis. To provide a means of verifying the billed salary costs for the CONSULTANT's employees, the AGENCY may conduct employee interviews. These interviews may consist of recording the names, titles, salary rates, and present duties of those employees performing work on the SERVICES at the time of the interview. D. Final Payment: Final Payment of any balance due the CONSULTANT of the gross amount earned will be made promptly upon its verification by the AGENCY after the completion of the SERVICES under this AGREEMENT, contingent, if applicable, upon receipt of all PS&E, plans, maps, notes, reports, electronic data, and other related documents which are required to be furnished under this AGREEMENT. Acceptance of such Final Payment by the CONSULTANT shall constitute a release of all claims for payment,which the CONSULTANT may have against the AGENCY unless such claims are specifically reserved in writing and transmitted to the AGENCY by the CONSULTANT prior to its acceptance. Said Final Payment shall not, however, be a bar to any claims that the AGENCY may have against the CONSULTANT or to any remedies the AGENCY may pursue with respect to such claims. The payment of any billing will not constitute agreement as to the appropriateness of any item and at the time of final audit all required adjustments will be made and reflected in a final payment. In the event that such final audit reveals an overpayment to the CONSULTANT, the CONSULTANT will refund such overpayment to the AGENCY within thirty (30) calendar days of notice of the overpayment. Such refund shall not constitute a waiver by the CONSULTANT for any claims relating to the validity of a finding by the AGENCY of overpayment. Per WSDOT's "Audit Guide for Consultants," Chapter 23 "Resolution Procedures,"the CONSULTANT has twenty (20) working days after receipt of the final Post Audit to begin the appeal process to the AGENCY for audit findings. E. Inspection of Cost Records: The CONSULTANT and their sub-consultants shall keep available for inspection by representatives of the AGENCY and the United States, for a period of six (6) years after receipt of final payment, the cost records and accounts pertaining to this AGREEMENT and all items related to or bearing upon these records with the following exception: if any litigation, claim or audit arising out of, in connection with, or related to this AGREEMENT is initiated before the expiration of the six (6) year period, the cost records and accounts shall be retained until such litigation, claim, or audit involving the records is completed. A post audit may be performed on this AGREEMENT. The audit, if any, will be performed by the State Auditor, WSDOT's Internal Audit Office and/or at the request of the AGENCY's Project Manager. Agreement Number: Local Agency A& E Professional Services Lump Sum Consultant Agreement Page 4 of 13 RPvicPd 1Tin112n17 VI. Sub-Contracting The AGENCY permits subcontracts for those items of SERVICES as shown in Exhibit"A" attached hereto and by this reference made part of this AGREEMENT. The CONSULTANT shall not subcontract for the performance of any SERVICE under this AGREEMENT without prior written permission of the AGENCY. No permission for subcontracting shall create, between the AGENCY and sub-consultant, any contract or any other relationship. Compensation for this sub-consultant SERVICES shall be based on the cost factors shown on Exhibit"E" attached hereto and by this reference made part of this AGREEMENT. The SERVICES of the sub-consultant shall not exceed its maximum amount payable identified in each sub- consultant cost estimate unless a prior written approval has been issued by the AGENCY. All reimbursable direct labor, indirect cost rate, direct non-salary costs and fixed fee costs for the sub-consultant shall be negotiated and substantiated in accordance with section V "Payment Provisions"herein and shall be memorialized in a final written acknowledgement between the parties. All subcontracts shall contain all applicable provisions of this AGREEMENT, and the CONSULTANT shall require each sub-consultant or subcontractor, of any tier, to abide by the terms and conditions of this AGREEMENT. With respect to sub-consultant payment, the CONSULTANT shall comply with all applicable sections of the STATE'S Prompt Payment laws as set forth in RCW 39.04.250 and RCW 39.76.011. The CONSULTANT, sub-recipient, or sub-consultant shall not discriminate on the basis of race, color, national origin, or sex in the performance of this AGREEMENT. The CONSULTANT shall carry out applicable requirements of 49 CFR Part 26 in the award and administration of DOT-assisted contracts. Failure by the CONSULTANT to carry out these requirements is a material breach of this AGREEMENT, which may result in the termination of this AGREEMENT or such other remedy as the recipient deems appropriate. VII. Employment and Organizational Conflict of Interest The CONSULTANT warrants that they have not employed or retained any company or person, other than a bona fide employee working solely for the CONSULTANT, to solicit or secure this contract, and that it has not paid or agreed to pay any company or person, other than a bona fide employee working solely for the CONSULTANT, any fee, commission, percentage, brokerage fee, gift, or any other consideration, contingent upon or resulting from the award or making of this contract. For breach or violation of this warrant, the AGENCY shall have the right to annul this AGREEMENT without liability or, in its discretion, to deduct from this AGREEMENT price or consideration or otherwise recover the full amount of such fee, commission, percentage, brokerage fee, gift, or contingent fee. Any and all employees of the CONSULTANT or other persons while engaged in the performance of any work or services required of the CONSULTANT under this AGREEMENT, shall be considered employees of the CONSULTANT only and not of the AGENCY, and any and all claims that may arise under any Workmen's Compensation Act on behalf of said employees or other persons while so engaged, and any and all claims made by a third party as a consequence of any act or omission on the part of the CONSULTANT's employees or other persons while so engaged on any of the work or services provided to be rendered herein, shall be the sole obligation and responsibility of the CONSULTANT. The CONSULTANT shall not engage, on a full- or part-time basis, or other basis, during the period of this AGREEMENT, any professional or technical personnel who are, or have been, at any time during the period of this AGREEMENT, in the employ of the United States Department of Transportation or the AGENCY, except regularly retired employees, without written consent of the public employer of such person if he/she will be working on this AGREEMENT for the CONSULTANT. Agreement Number: Local Agency &E Professional Services Lump Sum Consultant Agreement Page 5 of 13 RPvi-cPri 11/n1/2n 97 VIII. Nondiscrimination During the performance of this AGREEMENT, the CONSULTANT, for itself, its assignees, sub-consultants, subcontractors and successors in interest, agrees to comply with the following laws and regulations: • Title VI of the Civil Rights Act of 1964 • Civil Rights Restoration Act of 1987 (42 U.S.C. Chapter 21 Subchapter V § 2000d (Public Law 100-259) through 2000d4a) • American with Disabilities Act of 1990 • Federal-aid Highway Act of 1973 (42 U.S.C. Chapter 126 § 12101 et. seg.) (23 U.S.C. Chapter 3 § 324) • 23 CFR Part 200 • Rehabilitation Act of 1973 • 49 CFR Part 21 (29 U.S.C. Chapter 16 Subchapter V § 794) . 49 CFR Part 26 • Age Discrimination Act of 1975 • RCW 49.60.180 (42 U.S.C. Chapter 76 § 6101 et. seq.) In relation to Title VI of the Civil Rights Act of 1964, the CONSULTANT is bound by the provisions of Exhibit "F" attached hereto and by this reference made part of this AGREEMENT, and shall include the attached Exhibit"F" in every sub-contract, including procurement of materials and leases of equipment, unless exempt by the Regulations or directives issued pursuant thereto. IX. Termination of Agreement The right is reserved by the AGENCY to terminate this AGREEMENT at any time with or without cause upon ten (10) days written notice to the CONSULTANT. In the event this AGREEMENT is terminated by the AGENCY, other than for default on the part of the CONSULTANT, a final payment shall be made to the CONSULTANT for actual hours charged and any appropriate fixed fee percentage at the time of termination of this AGREEMENT, plus any direct non-salary costs incurred up to the time of termination of this AGREEMENT. No payment shall be made for any SERVICES completed after ten (10) days following receipt by the CONSULTANT of the notice to terminate. If the accumulated payment made to the CONSULTANT prior to Notice of Termination exceeds the total amount that would be due when computed as set forth in paragraph two (2) of this section, then no final payment shall be due and the CONSULTANT shall immediately reimburse the AGENCY for any excess paid. If the services of the CONSULTANT are terminated by the AGENCY for default on the part of the CONSULTANT, the above formula for payment shall not apply. In the event of a termination for default, the amount to be paid to the CONSULTANT shall be determined by the AGENCY with consideration given to the actual costs incurred by the CONSULTANT in performing SERVICES to the date of termination, the amount of SERVICES originally required which was satisfactorily completed to date of termination, whether that SERVICE is in a form or a type which is usable to the AGENCY at the time of termination, the cost to the AGENCY of employing another firm to complete the SERVICES required and the time which may be required to do so, and other factors which affect the value to the AGENCY of the SERVICES performed at the time of termination. Under no circumstances shall payment made under this subsection exceed the amount, which would have been made using the formula set forth in paragraph two (2) of this section. If it is determined for any reason that the CONSULTANT was not in default or that the CONSULTANT's failure to perform is without the CONSULTANT's or its employee's fault or negligence, the termination shall be deemed to be a termination for the convenience of the AGENCY. In such an event, the CONSULTANT would be reimbursed for actual costs and appropriate fixed fee percentage in accordance with the termination for other than default clauses listed previously. Agreement Number: Local Agency &E Professional Services Lump Sum Consultant Agreement Page 6 of 13 RPvigpd 11/01/2017 The CONSULTANT shall, within 15 days, notify the AGENCY in writing, in the event of the death of any member, partner, or officer of the CONSULTANT or the death or change of any of the CONSULTANT's supervisory and/or other key personnel assigned to the project or disaffiliation of any principally involved CONSULTANT employee. The CONSULTANT shall also notify the AGENCY, in writing, in the event of the sale or transfer of 50% or more of the beneficial ownership of the CONSULTANT within 15 days of such sale or transfer occurring. The CONSULTANT shall continue to be obligated to complete the SERVICES under the terms of this AGREEMENT unless the AGENCY chooses to terminate this AGREEMENT for convenience or chooses to renegotiate any term(s) of this AGREEMENT. If termination for convenience occurs, final payment will be made to the CONSULTANT as set forth in the second and third paragraphs of this section. Payment for any part of the SERVICES by the AGENCY shall not constitute a waiver by the AGENCY of any remedies of any type it may have against the CONSULTANT for any breach of this AGREEMENT by the CONSULTANT, or for failure of the CONSULTANT to perform SERVICES required of it by the AGENCY. Forbearance of any rights under the AGREEMENT will not constitute waiver of entitlement to exercise those rights with respect to any future act or omission by the CONSULTANT. X. Changes of Work The CONSULTANT shall make such changes and revisions in the completed work of this AGREEMENT as necessary to correct errors appearing therein, without additional compensation thereof. Should the AGENCY find it desirable for its own purposes to have previously satisfactorily completed SERVICES or parts thereof changed or revised, the CONSULTANT shall make such revisions as directed by the AGENCY. This work shall be considered as Extra Work and will be paid for as herein provided under section XIII "Extra Work." XI. Disputes Any disputed issue not resolved pursuant to the terms of this AGREEMENT shall be submitted in writing within 10 days to the Director of Public Works or AGENCY Engineer, whose decision in the matter shall be final and binding on the parties of this AGREEMENT; provided however, that if an action is brought challenging the Director of Public Works or AGENCY Engineer's decision, that decision shall be subject to judicial review. If the parties to this AGREEMENT mutually agree, disputes concerning alleged design errors will be conducted under the procedures found in Exhibit"J". In the event that either party deem it necessary to institute legal action or proceeding to enforce any right or obligation under this AGREEMENT, this action shall be initiated in the Superior Court of the State of Washington, situated in the county in which the AGENCY is located. The parties hereto agree that all questions shall be resolved by application of Washington law and that the parties have the right of appeal from such decisions of the Superior Court in accordance with the laws of the State of Washington. The CONSULTANT hereby consents to the personal jurisdiction of the Superior Court of the State of Washington, situated in the county in which the AGENCY is located. XII. Legal Relations The CONSULTANT, any sub-consultants, and the AGENCY shall comply with all Federal, State, and local laws, rules, codes, regulations and all AGENCY policies and directives, applicable to the work to be performed under this AGREEMENT. This AGREEMENT shall be interpreted and construed in accordance with the laws of the State of Washington. The CONSULTANT shall defend, indemnify, and hold The State of Washington (STATE) and the AGENCY and their officers and employees harmless from all claims, demands, or suits at law or equity arising in whole or in part from the negligence of, or the breach of any obligation under this AGREEMENT by, the CONSULTANT or the CONSULTANT's agents, employees, sub consultants, subcontractors or vendors, of any tier, or any other persons for whom the CONSULTANT may be legally liable; provided that nothing herein shall require a CONSULTANT Agreement Number: Local Agency A 8 E Professional Services Lump Sum Consultant Agreement Page 7 of 13 RpViRpd 111MM17 to defend or indemnify the STATE and the AGENCY and their officers and employees against and hold harmless the STATE and the AGENCY and their officers and employees from claims, demands or suits based solely upon the negligence of, or breach of any obligation under this AGREEMENT by the STATE and the AGENCY,their agents, officers, employees, sub-consultants, subcontractors or vendors, of any tier, or any other persons for whom the STATE and/or the AGENCY may be legally liable; and provided further that if the claims or suits are caused by or result from the concurrent negligence of(a)the CONSULTANT or the CONSULTANT's agents, employees, sub-consultants, subcontractors or vendors, of any tier, or any other persons for whom the CONSULTANT is legally liable, and (b) the STATE and/or AGENCY, their agents, officers, employees, sub-consultants, subcontractors and or vendors, of any tier, or any other persons for whom the STATE and or AGENCY may be legally liable, the defense and indemnity obligation shall be valid and enforceable only to the extent of the CONSULTANT's negligence or the negligence of the CONSULTANT's agents, employees, sub-consultants, subcontractors or vendors, of any tier, or any other persons for whom the CONSULTANT may be legally liable. This provision shall be included in any AGREEMENT between CONSULTANT and any sub-consultant, subcontractor and vendor, of any tier. The CONSULTANT shall also defend, indemnify, and hold the STATE and the AGENCY and their officers and employees harmless from all claims, demands, or suits at law or equity arising in whole or in part from the alleged patent or copyright infringement or other allegedly improper appropriation or use of trade secrets, patents, proprietary information, know-how, copyright rights or inventions by the CONSULTANT or the CONSULTANT's agents, employees, sub-consultants, subcontractors or vendors, of any tier, or any other persons for whom the CONSULTANT may be legally liable, in performance of the Work under this AGREEMENT or arising out of any use in connection with the AGREEMENT of methods, processes, designs, information or other items furnished or communicated to STATE and/or the AGENCY, their agents, officers and employees pursuant to the AGREEMENT; provided that this indemnity shall not apply to any alleged patent or copyright infringement or other allegedly improper appropriation or use of trade secrets, patents,proprietary information, know-how, copyright rights or inventions resulting from STATE and/or AGENCY's, their agents', officers' and employees' failure to comply with specific written instructions regarding use provided to STATE and/or AGENCY, their agents, officers and employees by the CONSULTANT, its agents, employees, sub-consultants, subcontractors or vendors, of any tier, or any other persons for whom the CONSULTANT may be legally liable. The CONSULTANT's relation to the AGENCY shall be at all times as an independent contractor. Notwithstanding any determination by the Executive Ethics Board or other tribunal, the AGENCY may, in its sole discretion, by written notice to the CONSULTANT terminate this AGREEMENT if it is found after due notice and examination by the AGENCY that there is a violation of the Ethics in Public Service Act, Chapter 42.52 RCW; or any similar statute involving the CONSULTANT in the procurement of, or performance under, this AGREEMENT. The CONSULTANT specifically assumes potential liability for actions brought by the CONSULTANT's own employees or its agents against the STATE and/or the AGENCY and, solely for the purpose of this indemnification and defense, the CONSULTANT specifically waives any immunity under the state industrial insurance law, Title 51 RCW. This waiver has been mutually negotiated between the Parties. Unless otherwise specified in this AGREEMENT, the AGENCY shall be responsible for administration of construction contracts, if any, on the project. Subject to the processing of a new sole source, or an acceptable supplemental AGREEMENT, the CONSULTANT shall provide On-Call assistance to the AGENCY during contract administration. By providing such assistance, the CONSULTANT shall assume no responsibility for: proper construction techniques,job site safety, or any construction contractor's failure to perform its work in accordance with the contract documents. The CONSULTANT shall obtain and keep in force during the terms of this AGREEMENT, or as otherwise required, the following insurance with companies or through sources approved by the State Insurance Commissioner pursuant to Title 48 RCW. Agreement Number: Local Agency A 6 E Professional Services Lump Sum Consultant Agreement Page 8 of 13 Rav;cpd Illnli?n17 Insurance Coverage A. Worker's compensation and employer's liability insurance as required by the STATE. B. Commercial general liability insurance written under ISO Form CG 00 01 12 04 or its equivalent with minimum limits of one million dollars ($1,000,000.00) per occurrence and two million dollars ($2,000,000.00) in the aggregate for each policy period. C. Business auto liability insurance written under ISO Form CG 00 01 10 01 or equivalent providing coverage for any "Auto" (Symbol 1) used in an amount not less than a one million dollar($1,000,000.00) combined single limit for each occurrence. Excepting the Worker's Compensation Insurance and any Professional Liability Insurance, the STATE and AGENCY, their officers, employees, and agents will be named on all policies of CONSULTANT and any sub- consultant and/or subcontractor as an additional insured(the "AIs"), with no restrictions or limitations concerning products and completed operations coverage. This coverage shall be primary coverage and non-contributory and any coverage maintained by the AIs shall be excess over, and shall not contribute with,the additional insured coverage required hereunder. The CONSULTANT's and the sub-consultant's and/or subcontractor's insurer shall waive any and all rights of subrogation against the AIs. The CONSULTANT shall furnish the AGENCY with verification of insurance and endorsements required by this AGREEMENT. The AGENCY reserves the right to require complete, certified copies of all required insurance policies at any time. All insurance shall be obtained from an insurance company authorized to do business in the State of Washington. The CONSULTANT shall submit a verification of insurance as outlined above within fourteen (l 4) days of the execution of this AGREEMENT to: Name: Jeff Huynh Agency: City of Federal Way Address: 33325 8th Ave S City: Federal Way State: WA Zip: 98003 Email: Jeff.Huynh@cityoffederalway.com Phone: 253-835-2721 Facsimile: 253-835-2709 No cancellation of the foregoing policies shall be effective without thirty (30) days prior notice to the AGENCY. The CONSULTANT's professional liability to the AGENCY, including that which may arise in reference to section IX "Termination of Agreement" of this AGREEMENT, shall be limited to the accumulative amount of the authorized AGREEMENT amount or one million dollars ($1,000,000.00), whichever is greater, unless the limit of liability is increased by the AGENCY pursuant to Exhibit H. In no case shall the CONSULTANT's professional liability to third parties be limited in any way. The parties enter into this AGREEMENT for the sole benefit of the parties, and to the exclusion of any third party, and no third party beneficiary is intended or created by the execution of this AGREEMENT. The AGENCY will pay no progress payments under section V"Payment Provisions"until the CONSULTANT has fully complied with this section. This remedy is not exclusive; and the AGENCY may take such other action as is available to it under other provisions of this AGREEMENT, or otherwise in law. Agreement Number: Local Agency A&E Professional Services Lump Sum Consultant Agreement Page 9 of 13 Rpvi-qPd 111MM17 XIII. Extra Work A. The AGENCY may at any time, by written order, make changes within the general scope of this AGREEMENT in the SERVICES to be performed. B. If any such change causes an increase or decrease in the estimated cost of, or the time required for,performance of any part of the SERVICES under this AGREEMENT, whether or not changed by the order, or otherwise affects any other terms and conditions of this AGREEMENT, the AGENCY shall make an equitable adjustment in the: (1) maximum amount payable; (2) delivery or completion schedule, or both; and (3) other affected terms and shall modify this AGREEMENT accordingly. C. The CONSULTANT must submit any "request for equitable adjustment,"hereafter referred to as "CLAIM," under this clause within thirty (30) days from the date of receipt of the written order. However, if the AGENCY decides that the facts justify it, the AGENCY may receive and act upon a CLAIM submitted before final payment of this AGREEMENT. D. Failure to agree to any adjustment shall be a dispute under the section XI "Disputes" clause. However, nothing in this clause shall excuse the CONSULTANT from proceeding with the AGREEMENT as changed. E. Notwithstanding the terms and conditions of paragraphs (A.) and (B.) above, the maximum amount payable for this AGREEMENT, shall not be increased or considered to be increased except by specific written supplement to this AGREEMENT. XIV. Endorsement of Plans If applicable, the CONSULTANT shall place their endorsement on all plans, estimates, or any other engineering data furnished by them. XV. Federal Review The Federal Highway Administration shall have the right to participate in the review or examination of the SERVICES in progress. XVI. Certification of the Consultant and the Agency Attached hereto as Exhibit"G-1(a and b)" are the Certifications of the CONSULTANT and the AGENCY, Exhibit "G-2" Certification Regarding Debarment, Suspension and Other Responsibility Matters - Primary Covered Transactions, Exhibit"G-3" Certification Regarding the Restrictions of the Use of Federal Funds for Lobbying and Exhibit"G-4" Certificate of Current Cost or Pricing Data. Exhibit"G-3" is required only in AGREEMENT's over one hundred thousand dollars ($100,000.00) and Exhibit "G-4" is required only in AGREEMENT's over five hundred thousand dollars ($500,000.00.) These Exhibits must be executed by the CONSULTANT, and submitted with the master AGREEMENT, and returned to the AGENCY at the address listed in section III "General Requirements" prior to its performance of any SERVICES under this AGREEMENT. XVII. Complete Agreement This document and referenced attachments contain all covenants, stipulations, and provisions agreed upon by the parties. No agent, or representative of either party has authority to make, and the parties shall not be bound by or be liable for, any statement, representation, promise or agreement not set forth herein. No changes, amendments, or modifications of the terms hereof shall be valid unless reduced to writing and signed by the parties as a supplement to this AGREEMENT. Agreement Number: Local Agency &EProfessional Services Lump Sum Consultant Agreement Page 10 of 13 RPvispri 111n112n17 XVIII. Execution and Acceptance This AGREEMENT may be simultaneously executed in several counterparts, each of which shall be deemed to be an original having identical legal effect. The CONSULTANT does hereby ratify and adopt all statements, representations, warranties, covenants, and AGREEMENT's contained in the proposal, and the supporting material submitted by the CONSULTANT, and does hereby accept this AGREEMENT and agrees to all of the terms and conditions thereof. XIX. Protection of Confidential Information The CONSULTANT acknowledges that some of the material and information that may come into its possession or knowledge in connection with this AGREEMENT or its performance may consist of information that is exempt from disclosure to the public or other unauthorized persons under either chapter 42.56 RCW or other local, state or federal statutes ("State's Confidential Information"). The "State's Confidential Information" includes, but is not limited to, names, addresses, Social Security numbers, e-mail addresses, telephone numbers, financial profiles, credit card information, driver's license numbers, medical data, law enforcement records (or any other information identifiable to an individual), STATE and AGENCY source code or object code, STATE and AGENCY security data, non-public Specifications, STATE and AGENCY non-publicly available data, proprietary software, State security data, or information which may jeopardize any part of the project that relates to any of these types of information. The CONSULTANT agrees to hold the State's Confidential Information in strictest confidence and not to make use of the State's Confidential Information for any purpose other than the performance of this AGREEMENT, to release it only to authorized employees, sub-consultants or subcontractors requiring such information for the purposes of carrying out this AGREEMENT, and not to release, divulge, publish, transfer, sell, disclose, or otherwise make it known to any other party without the AGENCY's express written consent or as provided by law. The CONSULTANT agrees to release such information or material only to employees, sub-consultants or subcontractors who have signed a nondisclosure AGREEMENT, the terms of which have been previously approved by the AGENCY. The CONSULTANT agrees to implement physical, electronic, and managerial safeguards to prevent unauthorized access to the State's Confidential Information. Immediately upon expiration or termination of this AGREEMENT, the CONSULTANT shall, at the AGENCY's option: (i) certify to the AGENCY that the CONSULTANT has destroyed all of the State's Confidential Information; or (ii) returned all of the State's Confidential Information to the AGENCY; or(iii) take whatever other steps the AGENCY requires of the CONSULTANT to protect the State's Confidential Information. As required under Executive Order 00-03, the CONSULTANT shall maintain a log documenting the following: the State's Confidential Information received in the performance of this AGREEMENT; the purpose(s) for which the State's Confidential Information was received; who received, maintained and used the State's Confidential Information; and the final disposition of the State's Confidential Information. The CONSULTANT's records shall be subject to inspection, review, or audit upon reasonable notice from the AGENCY. The AGENCY reserves the right to monitor, audit, or investigate the use of the State's Confidential Information collected, used, or acquired by the CONSULTANT through this AGREEMENT. The monitoring, auditing, or investigating may include, but is not limited to, salting databases. Violation of this section by the CONSULTANT or its sub-consultants or subcontractors may result in termination of this AGREEMENT and demand for return of all State's Confidential Information, monetary damages, or penalties. It is understood and acknowledged that the CONSULTANT may provide the AGENCY with information which is proprietary and/or confidential during the term of this AGREEMENT. The parties agree to maintain the confidentiality of such information during the term of this AGREEMENT and afterwards. All materials containing such proprietary and/or confidential information shall be clearly identified and marked as "Confidential" and shall be returned to the disclosing party at the conclusion of the SERVICES under this AGREEMENT. Agreement Number: Local Agency A&E Professional Services Lump Sum Consultant Agreement Page 11 of 13 wowicod 11in1i2n17 The CONSULTANT shall provide the AGENCY with a list of all information and materials it considers confidential and/or proprietary in nature: (a) at the commencement of the term of this AGREEMENT; or(b) as soon as such confidential or proprietary material is developed. "Proprietary and/or confidential information" is not meant to include any information which, at the time of its disclosure: (i) is already known to the other party; (ii) is rightfully disclosed to one of the parties by a third party that is not acting as an agent or representative for the other party; (iii) is independently developed by or for the other party; (iv) is publicly known; or (v) is generally utilized by unaffiliated third parties engaged in the same business or businesses as the CONSULTANT. The parties also acknowledge that the AGENCY is subject to Washington State and federal public disclosure laws. As such, the AGENCY shall maintain the confidentiality of all such information marked proprietary and/ or confidential or otherwise exempt, unless such disclosure is required under applicable state or federal law. If a public disclosure request is made to view materials identified as "Proprietary and/or confidential information" or otherwise exempt information, the AGENCY will notify the CONSULTANT of the request and of the date that such records will be released to the requester unless the CONSULTANT obtains a court order from a court of competent jurisdiction enjoining that disclosure. If the CONSULTANT fails to obtain the court order enjoining disclosure, the AGENCY will release the requested information on the date specified. The CONSULTANT agrees to notify the sub-consultant of any AGENCY communication regarding disclosure that may include a sub-consultant's proprietary and/or confidential information. The CONSULTANT notification to the sub-consultant will include the date that such records will be released by the AGENCY to the requester and state that unless the sub-consultant obtains a court order from a court of competent jurisdiction enjoining that disclosure the AGENCY will release the requested information. If the CONSULTANT and/or sub-consultant fail to obtain a court order or other judicial relief enjoining the AGENCY by the release date, the CONSULTANT shall waive and release and shall hold harmless and indemnify the AGENCY from all claims of actual or alleged damages, liabilities, or costs associated with the AGENCY's said disclosure of sub-consultants' information. XX. Records Maintenance During the progress of the Work and SERVICES provided hereunder and for a period of not less than six (6) years from the date of final payment to the CONSULTANT, the CONSULTANT shall keep, retain and maintain all "documents" pertaining to the SERVICES provided pursuant to this AGREEMENT. Copies of all "documents" pertaining to the SERVICES provided hereunder shall be made available for review at the CONSULTANT's place of business during normal working hours. If any litigation, claim or audit is commenced, the CONSULTANT shall cooperate with AGENCY and assist in the production of all such documents. "Documents" shall be retained until all litigation, claims or audit findings have been resolved even though such litigation, claim or audit continues past the six (6) year retention period. For purposes of this AGREEMENT, "documents"means every writing or record of every type and description, including electronically stored information("ESI"), that is in the possession, control, or custody of the CONSULTANT, including, without limitation, any and all correspondences, contracts,AGREEMENT `s, appraisals, plans, designs, data, surveys, maps, spreadsheets, memoranda, stenographic or handwritten notes, reports, records, telegrams, schedules, diaries, notebooks, logbooks, invoices, accounting records, work sheets, charts, notes, drafts, scribblings, recordings, visual displays, photographs, minutes of meetings, tabulations, computations, summaries, inventories, and writings regarding conferences, conversations or telephone conversations, and any and all other taped, recorded, written, printed or typed matters of any kind or description; every copy of the foregoing whether or not the original is in the possession, custody, or control of the CONSULTANT, and every copy of any of the foregoing, whether or not such copy is a copy identical to an original, or whether or not such copy contains any commentary or notation whatsoever that does not appear on the original. Agreement Number: Local Agency A&E Professional Services Lump Sum Consultant Agreement Page 12 of 13 RPviq,_d 111n112n17 For purposes of this AGREEMENT, "ESI"means any and all computer data or electronic recorded media of any kind, including "Native Files", that are stored in any medium from which it can be retrieved and examined, either directly or after translation into a reasonably useable form. ESI may include information and/or documentation stored in various software programs such as: Email, Outlook, Word, Excel,Access, Publisher, PowerPoint,Adobe Acrobat, SQL databases, or any other software or electronic communication programs or databases that the CONSULTANT may use in the performance of its operations. ESI may be located on network servers, backup tapes, smart phones, thumb drives, CDs, DVDs, floppy disks, work computers, cell phones, laptops or any other electronic device that CONSULTANT uses in the performance of its Work or SERVICES hereunder, including any personal devices used by the CONSULTANT or any sub-consultant at home. "Native files" are a subset of ESI and refer to the electronic format of the application in which such ESI is normally created, viewed, and/or modified. The CONSULTANT shall include this section XX"Records Maintenance" in every subcontract it enters into in relation to this AGREEMENT and bind the sub-consultant to its terms,unless expressly agreed to otherwise in writing by the AGENCY prior to the execution of such subcontract. In witness whereof, the parties hereto have executed this AGREEMENT as of the day and year shown in the "Execution Date"box on page one (1) of this AGREEMENT. 12(e (2-0 I Signature Date 10A Signatu { of Fei,2IlEi-, IAAYOi� Date Any modification, change, or reformation of this AGREEMENT shall require approval as to form by the Office of the Attorney General. Agreement Number: Local Agency A $E Professional Services Lump Sum Consultant Agreement Page 13 of 13 Rpvigpd 111MIM17 Exhibit A Scope of Work Project No. See Attachment A "Services" Agreement Number: Exhibit A-Local Agency A&E Professional Services Lump Sum Consultant Agreement Revised 11/01/2017 Page 1 of 1 Attachment A Scope of Services Lakota Middle School—SW bash Point Road General services shall include,but not be limited to the following: • Provide boundary surveys,boundary line adjustments,and preparation of Record of Surveys in accordance with Washington State law. • Provide right-of-way research and determination. • Horizontal control: Washington State Plane Coordinates(North Zone expressed in US Survey feet)NAD 83/11. w Vertical control: North American Vertical Datum of 1988(NAVD-88). • Provide topographical mapping per the instructions and specifications of the City of Federal Way. Limits, Length/width:to be determined for project. Topographical mapping shall include: 1. Provide a complete base and topographic detail within the project limits. Minimum detail required within the limits of the topographic survey includes but is not limited to: Area_A • Centerline of all paved,gravel and dirt roads, delineated. • Edges of all pavements. • All driveways. Curbing(top and bottom), and description of surfaces. Face of Curb at top and at flow line. • Sidewalks (each edge)ramps. • Ditch lines. • Fences and railings.Ground profile at existing fence post footings. • Utility poles, including pole numbers, and overhead wires (indicate if pole is lighted and underground utilities). • Utility manholes, storm and sanitary, including size and type (e.g. SMH or DMH). m Catch basins with rim, inverts, type and size. Perform observation and measure- downs of existing storm drain catch basins and manholes. The approximate size, type (brick, concrete), and general condition of the structures to confirm suitability for continued use, and approximate size and location of storm drainage pipes will be documented.These observations will be made from the surface. Stormwater treatment,detention facilities and storm drainage connections. • Luminaire poles. • Signals,mast arms,loop detectors. • Hydrants,water valves,pipes(including size and material). Edges of water courses and wet areas. ® Signs(including legend). • Property right of way bounds and sources. Trees of significant circumference, brush lines, landscaped areas and single/grouped ornamental plantings. • Utility mapping, including: o Coordinating with a locate company to paint all utility locations within the project corridor so that they can be surveyed in work element. o Request utility companies record drawings to incorporate into mapping. k:\capital projects\programmed\sw dash point road @ lakota ms\02 agreements\kpg- survey\contract\attachment a services.docx o Coordinating with the utility companies and identify locations for potholing based on the preferred design alternative. Incorporate potholing information into the mapping accordingly. • Any other significant fixed ground features. Area B • Channelization and monuments. 2. Elevations shall be shown to be to the nearest .01 feet, except for non-paved ground, which shall be to the nearest 0.1 feet. 3. Provide minimum two (2) benchmarks and sufficient control points tied to City control, as practical. 4. Provide a document that lists information for each permanent existing control point used or new permanent control point set for the survey. Include horizontal coordinates (Northing&Easting), Vertical Elevation,Type(brass disk,nail, etc.),and a brief description of location. 5. Locate, field survey, and calculate positions for all monuments and control points throughout the project limits, using the Washington State plane coordinate system. Conventional or GPS surveying methods will be used on this project. Monuments or corners to be located and field surveyed include the following: • Section Corners • Side street monuments • Other Monuments shown or found as indicated on survey records. 6. Determine (if possible) approximate existing right of way and plot on base plan with sources used. 7. Provide a copy of the field survey book pages used to generate all electronic files. 8. Provide the following AutoCAD deliverables in Imperial units: A hardcopy of the survey drawing, signed and stamped by a land surveyor licensed in the State of Washington. • The .DWG file submitted shall be AutoCAD 2019 or earlier format, showing all existing detail within the proposed survey limits, appropriately labeled. Note: all items within the drawing must be identifiable by annotation or layer association. • The .DWG file submitted shall contain all the graphic items associated with generating the topography including the software-generated contours, 3D triangulation faces, fault/break lines and point blocks. The drawing file shall contain all three dimensional information and fault lines in order to ensure that the City of Federal Way can reproduce electronically the 3- D contours without additional effort. Points File. Submit an ASCII file in the following format, or similar: "Point Number, Northing, Easting, Elevation, Description". The point number must be numeric; alpha characters are not accepted by our design software. • A list of survey description labels used in the point file data if applicable. • If the survey firm uses AutoDesk Digital Terrain (DTM) software, the terrain model files used to create the contours shall be provided. These files have extensions of.TIN, .PNT, .DAT, .FLT and are found in the project SDSK directory. • Submit plan and above mentioned associated data files in an electronic format. 9. All layers,blocks,test styles,point styles, and line types shall meet APWA standards. 10. Mapping work to prepare 1"=20' topographic base map and digital terrain model (DTM) in AutoCAD format of the project within the limits described above. The base map will include surface features with in the mapping area as describe above. One-foot contours will be generated from the DTM. k:\capital projects\programmed\sw dash point road @ lakota ms\02 agreements\kpg- survey\contract\attachment a services.docx ii 1 Y 11p w t .1 r r V 0,m 9m K s s. o £ R$ off " c a � o � p E`� sd -`, ♦,. w ^ Y �� ' .,,,� FYI . e N .. y �G p a r cv- 1.3 *» W 2 n o Q n 01 0 �'. . „. 4.t i►?r . r 7C n , acmes +7 A* �a T � �w 0 rF s- v. s. �8 3 ° g3 R d N C =3 9 3 Q � 03T. 1 0a� �� oo J c 3 a• 'R. * yy N S. $gac° ` w c N m � i w e 1t w w w r a s y _X � _ Y n C 3 Exhibit B BBE Participation This project has a voluntary SBE goal of 10% Agreement Number: Exhibit B-Local Agency A &E Professional Services Lump Sum Consultant Agreement Revised 1110112017 Page 1 of 1 Exhibit C Preparation and Deliverer of Electronic Engineering and Other Data In this Exhibit the agency, as applicable, is to provide a description of the format and standards the consultant is to use in preparing electronic files for transmission to the agency. The format and standards to be provided may include,but are not limited to, the following: I. Surveying, Roadway Design &Plans Preparation Section A. Survey Data Survey data will be collected as per the Scope of Work B. Roadway Design Files N/A C. Computer Aided Drafting Files CAD files will be in AutoCAD 2019 format. Agreement Number: Exhibit C-Local Agency A 8 E Professional Services Lump Sum Consultant Agreement Revised 11/01/2017 Page 1 of 4 D. Specify the Agency's Right to Review Product with the Consultant The City expects 1 submittal that will be reviewed and have any comments addressed. E. Specify the Electronic Deliverables to Be Provided to the Agency Electronic CAD files will be provided F. Specify What Agency Furnished Services and Information Is to Be Provided The City will provide: AutoCAD Base Files if needed. Agreement Number: Exhibit C-Local Agency A &E Professional Services Lump Sum Consultant Agreement Revised 11/01/2017 Page 2 of 4 II. Any Other Electronic Files to Be Provided N/A III. Methods to Electronically Exchange Data Data will be exchanged via email. Exhibit C-Local Agency A &E Professional Services Lump Sum Consultant Agreement Revised 11/01/2017 Page 3 of 4 A. Agency Software Suite AutoCAD, Microsoft Office B. Electronic Messaging System N/A C. File Transfers Format .PDF .DWG .DOCX .XLSX .TIN .PNT .DAT .FLT Exhibit C-Local Agency A &E Professional Services Lump Sum Consultant Agreement Revised 11/01/2017 Page 4 of 4 Exhibit Prime Consultant Cost Computations See next page for prime consultant cost computations. Agreement Number: Exhibit D-Local Agency A B E Professional Services Lump Sum Consultant Agreement Revised 11/01/2017 Page 1 of 1 y 0 0 0 0 0 0 0 0 C O O O O O O 0) 0 0 0 0 0 0 0 O C m LO (PJ O O Le) LL 00 00* 'It' 00 (D O O V M M M O O 00 LO V N m co M O m m 0) O (D I� O y N I-. M N LO M O O I.- r-- ^ 0) 41 N co M r r O r m F- LL T ti 00 lC d O = U N N d S y N1 W p 0 i _ p N v M M CD m r a cn O_ O 0 T U) (n K X 7 O W — W m U = m E 00 co VJ cn Z 7 � C 3 H ~ ~ a� N O M 00 T � Z �+ ) t0 � G N N m N O r Z C T co N O O U O U) U a- co mI+ C JA Z o a � o v v 00 (a N v r T � aU) � 0 � d c o, m 0 O N N Z N � I d a+ L O W M t _Q1 ~ � � 7 Z o = O w 0 +• 0 O LL = U) U O J o a W m o m LU OM y Q U 2 m > a 3 0 �+ UCY) w O W R W tNo C m m F- `m ~ U) J W QI H •7 C Q E p 07 O w T me o c 3 Z m N rL m p C N M 0 a p O 0] cl LU 0 > LLw ~ ~ E E Lnp 'O .0 fU O �[ W �' 7 n io co w J m p m 00 (UC Fn -j L) Oa, wiiLL -1UUU Qt; ua T U C d LU w O C Y — N co v in O � WOcja` Y. 0 ~ Z Exhibit E Sub-consultant Cost Computations 't afty S4 een4ttItet!it . The CONSULTANT shall not sub-contract for the performance of any work under this AGREEMENT without prior written permission of the AGENCY. Refer to section VI "Sub-Contracting" of this AGREEMENT. See next page for sub-consultant cost computations. Agreement Number: Exhibit E-Local Agency A & E Professional Services Lump Sum Consultant Agreement Revised 1110112017 Page 1 of 1 EXHIBIT E nlr n u INC a in Project Estimate and Work Unit Tracking Report UTILITY SERVICES y• N�� Project Location 1415 SW 314th St Date Estimated 26-Sep City/State Federal Way WA 98023 County King Project Lead Name Mike Bowen PE Stamp Require No Email mikeb@kPR.corr PH# 206-909-6520 Contractor RECONN Lead Name Ben Perez PH# 970-420-8819 Project length Ft. 11,150 LF Estimate Completion Date TBD Itemized bid cost estimate vs actual billing Estimate As invoiced by RECONN Estimating Tool Actual invoiced billing Units Est Current Previous Total Map and Data Research 1 85 Onsite reviews (per person/day) 1 150 Traffic Control 0 Permits 0 Locate 1000'-60' row-thru U esmt. 1.15 1139 Vacuum Excavation -Truck&Crew(Daily) 0 PH Hard Surface (Asphalt) (72") 0 PH Soft Surface(Dirt or Grass)(72") 0 Core Drill 0 Back Fill and sludge disposal 0 Sewer main per 1000' 0 Sewer lat or service ea. 0 Plan Page&AutoCaD (700' per page) 2 310 Field Sketch 0 Mobilization 2 110 Per Diem (GSA Rate) 0 GPR- Per/Hr 0 Totals $1,793.50 $ Utilities Gas , Telerarn I - .r r t )k x w e d. I r'" e II„ UTILITY SERVICES Exhibit F Title V'1 Assurances During the performance of this AGREEMENT, the CONSULTANT, for itself, its assignees, and successors in interest agrees as follows: 1. Compliance with Regulations: The CONSULTANT shall comply with the Regulations relative to non- discrimination in federally assisted programs of the AGENCY, Title 49, Code of Federal Regulations, Part 21, as they may be amended from time to time (hereinafter referred to as the "REGULATIONS"), which are herein incorporated by reference and made a part of this AGREEMENT. 2. Non-discrimination: The CONSULTANT, with regard to the work performed during this AGREEMENT, shall not discriminate on the grounds of race, color, sex, or national origin in the selection and retention of sub-consultants, including procurement of materials and leases of equipment. The CONSULTANT shall not participate either directly or indirectly in the discrimination prohibited by Section 21.5 of the REGULATIONS, including employment practices when this AGREEMENT covers a program set forth in Appendix B of the REGULATIONS. 3. Solicitations for Sub-consultants, Including Procurement of Materials and Equipment: In all solicitations either by competitive bidding or negotiations made by the CONSULTANT for work to be performed under a sub-contract, including procurement of materials or leases of equipment, each potential sub- consultant or supplier shall be notified by the CONSULTANT of the CONSULTANT's obligations under this AGREEMENT and the REGULATIONS relative to non-discrimination on the grounds of race, color, sex, or national origin. 4. Information and Reports: The CONSULTANT shall provide all information and reports required by the REGULATIONS or directives issued pursuant thereto, and shall permit access to its books, records, accounts, other sources of information, and its facilities as may be determined by the AGENCY, the STATE, or the Federal Highway Administration (FHWA) to be pertinent to ascertain compliance with such REGULATIONS, orders and instructions. Where any information required of a CONSULTANT is in the exclusive possession of another who fails or refuses to furnish this information, the CONSULTANT shall so certify to the AGENCY, the STATE, or the FHWA as appropriate, and shall set forth what efforts it has made to obtain the information. 5. Sanctions for Non-compliance: In the event of the CONSULTANT's non-compliance with the non- discrimination provisions of this AGREEMENT, the AGENCY shall impose such AGREEMENT sanctions as it, the STATE, or the FHWA may determine to be appropriate, including, but not limited to: • Withholding of payments to the CONSULTANT under this AGREEMENT until the CONSULTANT complies, and/or; • Cancellation, termination, or suspension of this AGREEMENT, in whole or in part. 6. Incorporation of Provisions: The CONSULTANT shall include the provisions of paragraphs (1) through (5) in every subcontract, including procurement of materials and leases of equipment, unless exempt by the REGULATIONS, or directives issued pursuant thereto. The CONSULTANT shall take such action with respect to any sub-consultant or procurement as the STATE, the AGENCY, or FHWA may direct as a means of enforcing such provisions including sanctions for non-compliance. Provided, however, that in the event a CONSULTANT becomes involved in, or is threatened with, litigation with a sub-consultant or supplier as a result of such direction, the CONSULTANT may request the AGENCY enter into such litigation to protect the interests of the STATE and/or the AGENCY and, in addition, the CONSULTANT may request the United States enter into such litigation to protect the interests of the United States. Agreement Number: Exhibit F-Local Agency A &E Professional Services Lump Sum Consultant Agreement Revised 1110112017 Page 1 of 1 Exhibit Certification Documents Exhibit G-1(a) Certification of Consultant Exhibit G-1(b) Certification of Exhibit G-2 Certification Regarding Debarment, Suspension and Other Responsibility Matters - Primary Covered Transactions Exhibit G-3 Certification Regarding the Restrictions of the Use of Federal Funds for Lobbying Exhibit G-4 Certificate of Current Cost or Pricing Data Agreement Number: Page 1 of 1 Exhibit G-1(a) Certification of Consultant I hereby certify that I am the and duly authorized representative of the firm of KPG, PS whose address is 3131 Eliot Ave n, Suite 400, Seattle, WA 98121 and that neither the above firm nor I have: a) Employed or retained for a commission, percentage, brokerage, contingent fee, or other consideration, any firm or person (other than a bona fide employee working solely for me or the above CONSULTANT) to solicit or secure this AGREEMENT; b) Agreed, as an express or implied condition for obtaining this contract, to employ or retain the services of any firm or person in connection with carrying out this AGREEMENT; or c) Paid, or agreed to pay, to any firm, organization or person (other than a bona fide employee working solely for me or the above CONSULTANT) any fee, contribution, donation, or consideration of any kind for, or in connection with, procuring or carrying out this AGREEMENT; except as hereby expressly stated(if any); I acknowledge that this certificate is to be furnished to the City of Federal Way and the Federal Highway Administration, U.S. Department of Transportation in connection with this AGREEMENT involving participation of Federal-aid highway funds, and is subject to applicable State and Federal laws, both criminal and civil. KPG, PS Consultant(Firm Name) &j 0e ' - 20 � Signature(Authorized Official of Consultant) Date Agreement Number: v Page 1 of 1 Exhibit G-1(b) Certification of City of Federal Way I hereby certify that I am the: M Mayor ❑ Other of the City of Federal Way , and KPG, PS or its representative has not been required, directly or indirectly as an express or implied condition in connection with obtaining or carrying out this AGREEMENT to: a) Employ or retain, or agree to employ to retain, any firm or person; or b) Pay, or agree to pay, to any firm, person, or organization, any fee, contribution, donation, or consideration of any kind; except as hereby expressly stated(if any): I acknowledge that this certificate is to be furnished to the WSDOT and the Federal Highway Administration, U.S. Department of Transportation, in connection with this AGREEMENT involving participation of Federal-aid highway funds, and is subject to applicable State and Federal laws, both criminal and civil. �1 Sig '5ture Date Agreement Number: Page 1 of 1 Exhibit G-2 Certification Regarding Debarment, Suspension and Other Responsibility Matters - Primary Covered Transactions I. The prospective primary participant certifies to the best of its knowledge and belief, that it and its principals: A. Are not presently debarred, suspended, proposed for debarment, declared ineligible, or voluntarily excluded from covered transactions by any Federal department or agency; B. Have not within a three (3)year period preceding this proposal been convicted of or had a civil judgment rendered against them for commission of fraud or a criminal offense in connection with obtaining, attempting to obtain, or performing a public (Federal, State, or local) transaction or contract under a public transaction; violation of Federal or State anti-trust statues or commission of embezzlement, theft, forgery, bribery, falsification or destruction of records, making false statements, or receiving stolen property; C. Are not presently indicted for or otherwise criminally or civilly charged by a governmental entity (Federal, State, or local) with commission of any of the offenses enumerated in paragraph (1)(b) of this certification; and D. Have not within a three (3)year period preceding this application/proposal had one or more public transactions (Federal, State and local)terminated for cause or default. II. Where the prospective primary participant is unable to certify to any of the statements in this certification, such prospective participant shall attach an explanation to this proposal. KPG, PS Consultant(Firm Name) Signature(Authorized Official of Consultant) Date Agreement Number: Page 1 of 1 Exhibit G-3 Certification Regarding the Restrictions of the Use of Federal Funds for Lobbying The prospective participant certifies, by signing and submitting this bid or proposal, to the best of his or her knowledge and belief, that: 1. No Federal appropriated funds have been paid or will be paid, by or on behalf of the undersigned, to any person for influencing or attempting to influence an officer or employee of any Federal agency, a Member of Congress, an officer or employee of Congress, or any employee of a Member of Congress in connection with the awarding of any Federal contract, the making of any Federal grant, the making of any Federal loan, the entering into of any cooperative AGREEMENT, and the extension, continuation, renewal, amendment, or modification of Federal contract, grant, loan or cooperative AGREEMENT. 2. If any funds other than Federal appropriated funds have been paid or will be paid to any person for influencing or attempting to influence an officer or employee of any Federal agency, a Member of Congress, an officer or employee of Congress, or an employee of a Member of Congress in connection with this Federal contract, grant, loan or cooperative AGREEMENT, the undersigned shall complete and submit Standard Form - LLL, "Disclosure Form to Report Lobbying," in accordance with its instructions. This certification is a material representation of fact upon which reliance was placed when this transaction was made or entered into. Submission of this certification is a prerequisite for making or entering into this transaction imposed by Section 1352,Title 31, U.S. Code. Any person who fails to file the required certification shall be subject to a civil penalty of not less than $10,000.00, and not more than $100,000.00, for each such failure. The prospective participant also agrees by submitting his or her bid or proposal that he or she shall require that the language of this certification be included in all lower tier sub-contracts, which exceed$100,000, and that all such sub-recipients shall certify and disclose accordingly. KPG, PS Consultant(Firm Name) OL 4 t. --- 2 o Signature(Authorized Official of Consultant) Date Agreement Number: Page 1 of 1 Exhibit G-4 Certificate of Current Cost or Pricing Data This is to certify that, to the best of my knowledge and belief, the cost or pricing data(as defined in section 2.101 of the Federal Acquisition Regulation (FAR) and required under FAR subsection 15.403-4) submitted, either actually or by specific identification in writing, to the Contracting Officer or to the Contracting Officer's representative in of Lakota Middle School - SW Dash Point Rd * are accurate, complete, and current as of � Z2 (, �upport 20�9 ** This certification includes the cost or pricing data supporting any advance AGREEMENT's and forward pricing rate AGREEMENT's between the offer or and the Government that are part of the proposal. Firm: KPG, PS n Signature Title Date of Execution***: *Identify the proposal,quotation,request for pricing adjustment,or other submission involved,giving the appropriate identifying number(e.g.project title.) **Insert the day,month,and year,when price negotiations were concluded and price AGREEMENT was reached. ***Insert the day,month,and year,of signing,which should be as close as practicable to the date when the price negotiations were concluded and the contract price was agreed to. Agreement Number: Page 1 of 1 Exhibit H Liability Insurance Increase To Be Used Only If Insurance Requirements Are Increased The professional liability limit of the CONSULTANT to the AGENCY identified in Section XII, Legal Relations and Insurance of this Agreement is amended to $ The CONSULTANT shall provide Professional Liability insurance with minimum per occurrence limits in the amount of$ Such insurance coverage shall be evidenced by one of the following methods: • Certificate of Insurance. • Self-insurance through an irrevocable Letter of Credit from a qualified financial institution. Self-insurance through documentation of a separate fund established exclusively for the payment of professional liability claims, including claim amounts already reserved against the fund, safeguards established for payment from the fund, a copy of the latest annual financial statements, and disclosure of the investment portfolio for those funds. Should the minimum Professional Liability insurance limit required by the AGENCY as specified above exceed $1 million per occurrence or the value of the contract, whichever is greater, then justification shall be submitted to the Federal Highway Administration (FHWA) for approval to increase the minimum insurance limit. If FHWA approval is obtained, the AGENCY may, at its own cost, reimburse the CONSULTANT for the additional professional liability insurance required. Notes: Cost of added insurance requirements: $ • Include all costs, fee increase, premiums. • This cost shall not be billed against an FHWA funded project. • For final contracts, include this exhibit. This form is not Applicable Agreement Number: Exhibit H-Local Agency A 8 E Professional Services Lump Sum Consultant Agreement Revised 11/01/2017 Page 1 of 1 Exhibit I Alleged Consultant Design Error Procedures The purpose of this exhibit is to establish a procedure to determine if a consultant's alleged design error is of a nature that exceeds the accepted standard of care. In addition, it will establish a uniform method for the resolution and/or cost recovery procedures in those instances where the agency believes it has suffered some material damage due to the alleged error by the consultant. Step 1 Potential Consultant Design Error(s) is Identified by Agency's Project Manager At the first indication of potential consultant design error(s), the first step in the process is for the Agency's project manager to notify the Director of Public Works or Agency Engineer regarding the potential design error(s). For federally funded projects, the Region Local Programs Engineer should be informed and involved in these procedures. (Note: The Director of Public Works or Agency Engineer may appoint an agency staff person other than the project manager, who has not been as directly involved in the project, to be responsible for the remaining steps in these procedures.) Step 2 Project Manager Documents the Alleged Consultant Design Error(s) After discussion of the alleged design error(s) and the magnitude of the alleged error(s), and with the Director of Public Works or Agency Engineer's concurrence, the project manager obtains more detailed documentation than is normally required on the project. Examples include: all decisions and descriptions of work; photographs, records of labor, materials and equipment. Step 3 Contact the Consultant Regarding the Alleged Design Error(s) If it is determined that there is a need to proceed further, the next step in the process is for the project manager to contact the consultant regarding the alleged design error(s) and the magnitude of the alleged error(s). The project manager and other appropriate agency staff should represent the agency and the consultant should be represented by their project manager and any personnel (including sub-consultants) deemed appropriate for the alleged design error(s) issue. Step 4 Attempt to Resolve Alleged Design Error with Consultant After the meeting(s) with the consultant have been completed regarding the consultant's alleged design error(s), there are three possible scenarios: • It is determined via mutual agreement that there is not a consultant design error(s). If this is the case, then the process will not proceed beyond this point. • It is determined via mutual agreement that a consultant design error(s) occurred. If this is the case, then the Director of Public Works or Agency Engineer, or their representatives, negotiate a settlement with the consultant. The settlement would be paid to the agency or the amount would be reduced from the consultant's agreement with the agency for the services on the project in which the design error took place. The agency is to provide LP, through the Region Local Programs Engineer, a summary of the settlement for review and to make adjustments, if any, as to how the settlement affects federal reimbursements. No further action is required. • There is not a mutual agreement regarding the alleged consultant design error(s). The consultant may request that the alleged design error(s) issue be forwarded to the Director of Public Works or Agency Engineer for review. If the Director of Public Works or Agency Engineer, after review with their legal counsel, is not able to reach mutual agreement with the consultant, proceed to Step 5. Agreement Number: Exhibit I-Local Agency A &E Professional Services Lump Sum Consultant Agreement Revised 11/01/2017 Page 1 of 2 Step 5 Forward Documents to Local Programs For federally funded projects all available information, including costs, should be forwarded through the Region Local Programs Engineer to LP for their review and consultation with the FHWA. LP will meet with representatives of the agency and the consultant to review the alleged design error(s), and attempt to find a resolution to the issue. If necessary, LP will request assistance from the Attorney General's Office for legal interpretation. LP will also identify how the alleged error(s) affects eligibility of project costs for federal reimbursement. • If mutual agreement is reached, the agency and consultant adjust the scope of work and costs to reflect the agreed upon resolution. LP, in consultation with FHWA, will identify the amount of federal participation in the agreed upon resolution of the issue. • If mutual agreement is not reached, the agency and consultant may seek settlement by arbitration or by litigation. Agreement Number: Exhibit I Local Agency A& E Professional Services Lump Sum Consultant Agreement Revised 11/01/2017 Page 2 of 2 Exhibit J Consultant Claim Procedures The purpose of this exhibit is to describe a procedure regarding claim(s) on a consultant agreement. The following procedures should only be utilized on consultant claims greater than $1,000. If the consultant's claim(s) are a total of$1,000 or less, it would not be cost effective to proceed through the outlined steps. It is suggested that the Director of Public Works or Agency Engineer negotiate a fair and reasonable price for the consultant's claim(s) that total $1,000 or less. This exhibit will outline the procedures to be followed by the consultant and the agency to consider a potential claim by the consultant. Step I Consultant Files a Claim with the Agency Project Manager If the consultant determines that they were requested to perform additional services that were outside of the agreement's scope of work, they may be entitled to a claim. The first step that must be completed is the request for consideration of the claim to the Agency's project manager. The consultant's claim must outline the following: • Summation of hours by classification for each firm that is included in the claim; • Any correspondence that directed the consultant to perform the additional work; • Timeframe of the additional work that was outside of the project scope; • Summary of direct labor dollars, overhead costs, profit and reimbursable costs associated with the additional work; and • Explanation as to why the consultant believes the additional work was outside of the agreement scope of work. Step 2 Review by Agency Personnel Regarding the Consultant's Claim for Additional Compensation After the consultant has completed step 1, the next step in the process is to forward the request to the Agency's project manager. The project manager will review the consultant's claim and will met with the Director of Public Works or Agency Engineer to determine if the Agency agrees with the claim. If the FHWA is participating in the project's funding, forward a copy of the consultant's claim and the Agency's recommendation for federal participation in the claim to the WSDOT Local Programs through the Region Local Programs Engineer. If the claim is not eligible for federal participation, payment will need to be from agency funds. If the Agency project manager, Director of Public Works or Agency Engineer, WSDOT Local Programs (if applicable), and FHWA(if applicable) agree with the consultant's claim, send a request memo, including backup documentation to the consultant to either supplement the agreement, or create a new agreement for the claim. After the request has been approved, the Agency shall write the supplement and/or new agreement and pay the consultant the amount of the claim. Inform the consultant that the final payment for the agreement is subject to audit. No further action in needed regarding the claim procedures. If the Agency does not agree with the consultant's claim, proceed to step 3 of the procedures. Agreement Number: Exhibit J-Local Agency A &E Professional Services Lump Sum Consultant Agreement Revised 1110112017 Page 1 of 2 Step 3 Preparation of Support Documentation Regarding Consultant's Claim(s) If the Agency does not agree with the consultant's claim, the project manager shall prepare a summary for the Director of Public Works or Agency Engineer that included the following: • Copy of information supplied by the consultant regarding the claim; • Agency's summation of hours by classification for each firm that should be included in the claim; • Any correspondence that directed the consultant to perform the additional work; • Agency's summary of direct labor dollars, overhead costs, profit and reimbursable costs associated with the additional work; • Explanation regarding those areas in which the Agency does/does not agree with the consultant's claim(s); • Explanation to describe what has been instituted to preclude future consultant claim(s); and • Recommendations to resolve the claim. Step 4 Director of Public Works or Agency Engineer Reviews Consultant Claim and Agency Documentation The Director of Public Works or Agency Engineer shall review and administratively approve or disapprove the claim, or portions thereof, which may include getting Agency Council or Commission approval (as appropriate to agency dispute resolution procedures). If the project involves federal participation, obtain concurrence from WSDOT Local Programs and FHWA regarding final settlement of the claim. If the claim is not eligible for federal participation, payment will need to be from agency funds. Step 5 Informing Consultant of Decision Regarding the Claim The Director of Public Works or Agency Engineer shall notify (in writing) the consultant of their final decision regarding the consultant's claim(s). Include the final dollar amount of the accepted claim(s) and rationale utilized for the decision. Step 6 Preparation of Supplement or New Agreement for the Consultant's Claim(s) The agency shall write the supplement and/or new agreement and pay the consultant the amount of the claim. Inform the consultant that the final payment for the agreement is subject to audit. Agreement Number: Exhibit J-Local Agency A 8 E Professional Services Lump Sum Consultant Agreement Revised 11101/2017 Page 2 of 2