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AG 21-089 - TRANSPO GROUP USA, INC.RETURN TO: PW ADMIN EXT: 2700 ID #: 3920 CITY OF FEDERAL WAY LAW DEPARTMENT ROUTING FORM 1. ORIGINATING DEPT/DIV: PUBLIC WORKS / CAPITAL ENGINEERING 2. ORIGINATING STAFF PTRSON: NAVEEN CHANDRA EXT: 2729 3. DATE REQ. BY: 3. TYPE OF DOCUMENT (CHECK ONE): ❑ CONTRACTOR SELECTION DOCUMENT (E.G., RFB, RFP, RFQ) ❑ PUBLIC WORKS CONTRACT ❑ SMALL OR LIMITED PUBLIC WORKS CONTRACT 0 PROFESSIONAL SERVICE AGREEMENT ❑ MAINTENANCE AGREEMENT ❑ GOODS AND SERVICE AGREEMENT ❑ HUMAN SERVICES / CDBG ❑ REAL ESTATE DOCUMENT ❑ SECURITY DOCUMENT (E.G. BOND RELATED DOCUMENTS) ❑ ORDINANCE ❑ RESOLUTION ❑ CONTRACT AMENDMENT (AG#): ❑ INTERLOCAL ❑ OTHER 4. PROJECT NAME: ADAPTIVE TRAFFIC SIGNAL CONTROL - CITY CENTER - PHASE 2 PROJECT 5. NAMEOFCoNTRAcToR: TRANSPO GROUP USA, INC ADDRESS: 12131 113TH AVE NE SUITE 203 KIRKLAND WA 98034 TELEPHONE:425-896-5249 E-MAIL: RYAN.PETERSON TRANSPOGROUP.COM FAX: SIGNATURENAmE: RYAN PET RSON TITLE: ASSOCIATE 6. EXHIBITS AND ATTACHMENTS: 0 SCOPE, WORK OR SERVICES 0 COMPENSATION ❑ INSURANCE REQUIREMENTS/CERTIFICATE ❑ ALL OTHER REFERENCED EXHIBITS ❑ PROOF OF AUTHORITY TO SIGN ❑ REQUIRED LICENSES ❑ PRIOR CONTRACT/AMENDMENTS CFW LICENSE # BL, EXP. 12/31/ um # 602934325 . EXP. / /, 7. TERM: COMMENCEMENT DATE: UPON EXECUTION COMPLETIONDATE: JUNE 30, 2022 8. TOTAL COMPENSATION: $ 48,360.00 (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 ❑ NO IF YES, MAXIMUM DOLLAR AMOUNT: $ 150.00 IS SALES TAX OWED: I3 YES ❑ NO IF YES, $ 150.00 PAID BY: ❑ CONTRACTOR ❑ CITY RETAINAGE: RETAINAGE AMOUNT: ❑ RETAINAGE AGREEMENT (SEE CONTRACT) OR ❑ RETAINAGE BOND PROVIDED in PURCHASING: PLEASE CHARGE TO: 306-4400-233-595-30-410 9. DOCUMENT / CONTRACT REVIEW INITIAL / DATE REVIEWED INITIAL / DATE APPROVED d PROJECT MANAGER NO 5-5-21 8 DIVISION MANAGER SOH s712021 8 DEPUTY DIRECTOR DSW 5/13/21 A DIRECTOR EJW 5/17/2021 ❑ RISK MANAGEMENT (IF APPLICABLE) 11 LAW DEPT ER 5/17/2021 10. COUNCIL APPROVAL (IF APPLICABLE) SCHEDULED COMMITTEE DATE:COMMITTEE APPROVAL DATE: SCHEDULED COUNCIL DATE: COUNCIL APPROVAL DATE: 11. CON❑ SENT TO VENDOR/CONTRACTOR DATE SENT:18A �1 ' 61 N AVM DATE REC' D: TACT SIGNATURE ROUTING 5 I z� � �� ❑ ATTACH: SIGNATURE AUTHORITY, INSURANCE CERTIFICATE, LICENSES, EXHIBffS ❑ 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 T SIGNATORY (MAYOR OR DIRECTOR) 't CrrY CLERK— ❑ ASSIGNED AG # AG# — g ❑ SIGNED COPY RETURNED DATE SENT: Ca • 09 x COMMENTS: '" EXECUTE' 2 _ORIGINALS 1/2020 CITY OF CITY HALL "S Federal Way 33325 Bth Avenue South Federal Way, WA 98003-6325 (253) 835-7000 www cityoffederalway com PROFESSIONAL SERVICES AGREEMENT FOR ADAPTIVE TRAFFIC SIGNAL CONTROL — CITY CENTER — PHASE 2 PROJECT This Professional Services Agreement ("Agreement") is made between the City of Federal Way, a Washington municipal corporation ("City"), and Transpo Group USA, Incorporated, a Washington corporation ("Contractor"). The City and Contractor (together "Parties") are located and do business at the below addresses, which shall be valid for any notice required under this Agreement: TRANSPO GROUP USA, INC.: Ryan Peterson, P.E. 12131 113th Avenue NE, Suite 203 Kirkland, WA 98034 (425) 896-5249 (telephone) (425) 825-8434 (facsimile) The Parties agree as follows: CITY OF FEDERAL WAY: Naveen Chandra, P.E. 33325 8th Avenue South Federal Way, WA 98003-6325 (253) 835-2729 (telephone) (253) 835-2709 (facsimile) 1. TERM. The term of this Agreement shall commence upon the effective date of this Agreement, which shall be the date of mutual execution, and shall continue until the completion of the Services specified in this Agreement, but in any event no later than June 30, 2022 ("Term"). This Agreement may be extended for additional periods of time upon the mutual written agreement of the Parties. 36 2. SERVICES. The Contractor shall perform the services more specifically described in Exhibit A ("Services"), attached hereto and incorporated by this reference, in a manner consistent with the accepted professional practices for other similar services within the Puget Sound region in effect at the time those services are performed, performed to the City's satisfaction, within the time period prescribed by the City and pursuant to the direction of the Mayor or his or her designee. The Contractor warrants that it has the requisite training, skill, and experience necessary to provide the Services and is appropriately accredited and licensed by all applicable agencies and governmental entities, including but not limited to obtaining a City of Federal Way business registration. Services shall begin immediately upon the effective date of this Agreement. Services shall be subject, at all times, to inspection by and approval of the City, but the making (or failure or delay in making) such inspection or approval shall not relieve Contractor of responsibility for performance of the Services in accordance with this Agreement, notwithstanding the City's knowledge of defective or non -complying performance, its substantiality or the ease of its discovery. 3. TERMINATION. Either party may terminate this Agreement, with or without cause, upon providing the other party thirty (30) days' written notice at its address set forth above. The City may terminate this Agreement immediately if the Contractor fails to maintain required insurance policies, breaches confidentiality, or materially violates Section 12 of this Agreement. Termination for such conduct may render the Contractor ineligible for City agreements in the future. 4. COMPENSATION. 4.1 Amount. In return for the Services, the City shall pay the Contractor an amount not to exceed a maximum amount and according to a rate or method as delineated in Exhibit B, attached hereto and incorporated by this reference. The Contractor agrees that any hourly or flat rate charged by it for its services contracted for herein shall remain locked at the negotiated rate(s) for the Term. Except as otherwise provided in Exhibit B, the Contractor shall be solely responsible for the payment of any taxes imposed by any lawful jurisdiction as a result of the performance of Services and payment under this Agreement. PROFESSIONAL SERVICES AGREEMENT - 1 - Rev. 3/2017 CITY OF CITY HALL Federal 8th Avenue South 4S Fe d e ra 1 Way Federal Way, WA 98003 8325 (253) 835-7000 www cityoffederalmy. com 4.2 Method of Payment. On a monthly basis, the Contractor shall submit a voucher or invoice in the form specified by the City, including a description of what Services have been performed, the name of the personnel performing such Services, and any hourly labor charge rate for such personnel. The Contractor shall also submit a final bill upon completion of all Services. Payment shall be made on a monthly basis by the City only after the Services have been performed and within thirty (30) days following receipt and approval by the appropriate City representative of the voucher or invoice. If the Services do not meet the requirements of this Agreement, the Contractor will correct or modify the work to comply with the Agreement. The City may withhold payment for such work until the work meets the requirements of the Agreement. 4.3 Non -Appropriation of Funds. If sufficient funds are not appropriated or allocated for payment under this Agreement for any future fiscal period, the City will not be obligated to make payments for Services or amounts incurred after the end of the current fiscal period, and this Agreement will terminate upon the completion of all remaining Services for which funds are allocated. No penalty or expense shall accrue to the City in the event this provision applies. 5. INDEMNIFICATION. 5.1 Contractor Indemnification. The Contractor agrees to release, indemnify, defend, and hold the City, its elected officials, officers, employees, agents, representatives, insurers, attorneys, and volunteers harmless from any and all claims, demands, actions, suits, causes of action, arbitrations, mediations, proceedings, judgments, awards, injuries, damages, liabilities, taxes, losses, fines, fees, penalties expenses, attorney's fees, costs, and/or litigation expenses to or by any and all persons or entities, including, without limitation, their respective agents, licensees, or representatives; arising from, resulting from, or in connection with this Agreement or the acts, errors or omissions of the Contractor in performance of this Agreement, except for that portion of the claims caused by the City's sole negligence. Should a court of competent jurisdiction determine that this Agreement is subject to RCW 4.24.115, then, in the event of liability for damages arising out of bodily injury to persons or damages to property caused by or resulting from the concurrent negligence of the Contractor and the City, the Contractor's liability, including the duty and cost to defend, hereunder shall be only to the extent of the Contractor's negligence. Contractor shall ensure that each sub -contractor shall agree to defend and indemnify the City, its elected officials, officers, employees, agents, representatives, insurers, attorneys, and volunteers to the extent and on the same terms and conditions as the Contractor pursuant to this paragraph. The City's inspection or acceptance of any of Contractor's work when completed shall not be grounds to avoid any of these covenants of indemnification. 5.2 Industrial Insurance Act Waiver. It is specifically and expressly understood that the Contractor waives any immunity that may be granted to it under the Washington State industrial insurance act, Title 51 RCW, solely for the purposes of this indemnification. Contractor's indemnification shall not be limited in any way by any limitation on the amount of damages, compensation or benefits payable to or by any third party under workers' compensation acts, disability benefit acts or any other benefits acts or programs. The Parties acknowledge that they have mutually negotiated this waiver. 5.3 City Indemnification.. The City agrees to release, indemnify, defend and hold the Contractor, its officers, directors, shareholders, partners, employees, agents, representatives, and sub -contractors harmless from any and all claims, demands, actions, suits, causes of action, arbitrations, mediations, proceedings, judgments, awards, injuries, damages, liabilities, losses, fines, fees, penalties expenses, attorney's fees, costs, and/or litigation expenses to or by any and all persons or entities, including without limitation, their respective agents, licensees, or representatives, arising from, resulting from or connected with this Agreement to the extent solely caused by the negligent acts, errors, or omissions of the City. 5.4 Survival. The provisions of this Section shall survive the expiration or termination of this Agreement with respect to any event occurring prior to such expiration or termination. 6. INSURANCE. The Contractor agrees to carry insurance for liability which may arise from or in connection with the performance of the services or work by the Contractor, their agents, representatives, employees, or subcontractors for the duration of the Agreement and thereafter with respect to any event occurring prior to such expiration or termination as follows: PROFESSIONAL SERVICES AGREEMENT - 2 - Rev. 3/2017 41! CITY of CITY HALL AN Fe d e ra I Way 33325 8th Avenue South Federal Way, WA 98003-6325 (253) 835-7000 www cityoffederalway com 6.1. Minimum Limits. The Contractor agrees to carry as a minimum, the following insurance, in such forms and with such carriers who have a rating that is satisfactory to the City: a. Commercial general liability insurance covering liability arising from premises, operations, independent contractors, products -completed operations, stopgap liability, personal injury, bodily injury, death, property damage, products liability, advertising injury, and liability assumed under an insured contract with limits no less than $1,000,000 for each occurrence and $2,000,000 general aggregate. b. Workers' compensation and employer's liability insurance in amounts sufficient pursuant to the laws of the State of Washington. C. Automobile liability insurance covering all owned, non -owned, hired, and leased vehicles with a minimum combined single limits in the minimum amounts required to drive under Washington State law per accident for bodily injury, including personal injury or death, and property damage. d. Professional liability insurance with limits no less than $1,000,000 per claim and $2,000,000 policy aggregate for damages sustained by reason of or in the course of operation under this Agreement, whether occurring by reason of acts, errors or omissions of the Contractor. 6.2. No Limit of Liability. Contractor's maintenance of insurance as required by this Agreement shall not be construed to limit the liability of the Contractor to the coverage provided by such insurance, or otherwise limit the City's recourse to any remedy available at law or in equity. The Contractor's insurance coverage shall be primary insurance with respect to the City. Any insurance, self-insurance, or insurance pool coverage maintained by the City shall be excess of the Contractor's insurance and shall not contribute with Contractor's insurance. 6.3. Additional Insured, Verification. The City shall be named as additional insured on all commercial general liability insurance policies. Concurrent with the execution of this Agreement, Contractor shall provide certificates of insurance for all commercial general liability policies attached hereto as Exhibit C and incorporated by this reference. At the City's request, Contractor shall furnish the City with copies of all insurance policies and with evidence of payment of premiums or fees of such policies. If Contractor's insurance policies are "claims made," Contractor shall be required to maintain tail coverage for a minimum period of three (3) years from the date this Agreement is terminated or upon project completion and acceptance by the City. 6.4 Survival. The provisions of this Section shall survive the expiration or termination of this Agreement. 7. CONFIDENTIALITY. All information regarding the City obtained by Contractor in performance of this Agreement shall be considered confidential and subject to applicable laws. Breach of confidentiality by the Contractor may be grounds for immediate termination. All records submitted by the City to the Contractor will be safeguarded by the Contractor. The Contractor will fully cooperate with the City in identifying, assembling, and providing records in case of any public records request. 8. WORK PRODUCT. All originals and copies of work product, including plans, sketches, layouts, designs, design specifications, records, files, computer disks, magnetic media, or material that may be produced or modified by Contractor while performing the Services shall belong to the City upon delivery. The Contractor shall make such data, documents, and files available to the City and shall deliver all needed or contracted for work product upon the City's request. At the expiration or termination of this Agreement, all originals and copies of any such work product remaining in the possession of Contractor shall be delivered to the City. 9. BOOKS AND RECORDS. The Contractor agrees to maintain books, records, and documents which sufficiently and properly reflect all direct and indirect costs related to the performance of the Services specified in this Agreement, and maintain such accounting procedures and practices as may be deemed necessary by the City to assure proper accounting of all funds paid pursuant to this Agreement. These records shall be subject, at all reasonable times, to inspection, review, or audit by the City, its authorized representative, the State Auditor, or other governmental officials authorized by law to monitor this Agreement. PROFESSIONAL SERVICES AGREEMENT - 3 - Rev. 3/2017 CITY OF CITY HALL AN Federal Way Feder 8th Avenue South Federal Way, WA 98003-6325 (253) 835-7000 www cayoffederalway com 10. INDEPENDENT CONTRACTOR. The Parties intend that the Contractor shall be an independent contractor and that the Contractor has the ability to control and direct the performance and details of its work, the City being interested only in the results obtained under this Agreement. The City shall be neither liable nor obligated to pay Contractor sick leave, vacation pay, or any other benefit of employment, nor to pay any social security or other tax that may arise as an incident of this Agreement. Contractor shall take all necessary precautions and shall be responsible for the safety of its employees, agents, and subcontractors in the performance of the Services specified in this Agreement and shall utilize all protection necessary for that purpose. All work shall be done at Contractor's own risk, and Contractor shall be responsible for any loss of or damage to materials, tools, or other articles used or held for use in connection with the Services. The Contractor shall pay all income and other taxes due except as specifically provided in Section 4 of this Agreement. Industrial or any other insurance that is purchased for the benefit of the City, regardless of whether such may provide a secondary or incidental benefit to the Contractor, shall not be deemed to convert this Agreement to an employment contract. If the Contractor is a sole proprietorship or if this Agreement is with an individual, the Contractor agrees to notify the City and complete any required form if the Contractor retired under a State of Washington retirement system and agrees to indemnify any losses the City may sustain through the Contractor's failure to do so. 11. CONFLICT OF INTEREST. It is recognized that Contractor may or will be performing professional services during the Term for other entities or persons; however, such performance of other services shall not conflict with or interfere with Contractor's ability to perform the Services. Contractor agrees to resolve any such conflicts of interest in favor of the City. Contractor confirms that Contractor does not have a business interest or a close family relationship with any City officer or employee who was, is, or will be involved in the Contractor's selection, the negotiation, drafting, signing, administration of this Agreement, or the evaluation of the Contractor's performance. 12. EQUAL OPPORTUNITY EMPLOYER. In all services, programs, activities, hiring, and employment made possible by or resulting from this Agreement or any subcontract, there shall be no discrimination by Contractor or its subcontractors of any level, or any of those entities' employees, agents, subcontractors, or representatives against any person because of sex, age (except minimum age and retirement provisions), race, color, religion, creed, national origin, marital status, honorably discharged veteran or military status, sexual orientation including gender expression or identity, or the presence of any disability, including sensory, mental or physical handicaps, unless based upon a bona fide occupational qualification in relationship to hiring and employment. This requirement shall apply, but not be limited to the following: employment, advertising, layoff or termination, rates of pay or other forms of compensation, and selection for training, including apprenticeship. Contractor shall comply with and shall not violate any of the terms of Chapter 49.60 RCW, Title VI of the Civil Rights Act of 1964, the Americans With Disabilities Act, Section 504 of the Rehabilitation Act of 1973, 49 CFR Parts 21, 21.5, and 26, or any other applicable federal, state, or local law or regulation regarding non- discrimination. 13. GENERAL PROVISIONS. 13.1 Interpretation and Modification. This Agreement, together with any attached Exhibits, contains all of the agreements of the Parties with respect to any matter covered or mentioned in this Agreement and no prior statements or agreements, whether oral or written, shall be effective for any purpose. Should any language in any Exhibits to this Agreement conflict with any language in this Agreement, the terms of this Agreement shall prevail. The respective captions of the Sections of this Agreement are inserted for convenience of reference only and shall not be deemed to modify or otherwise affect any of the provisions of this Agreement. Any provision of this Agreement that is declared invalid, inoperative, null and void, or illegal shall in no way affect or invalidate any other provision hereof and such other provisions shall remain in full force and effect. Any act done by either Party prior to the effective date of the Agreement that is consistent with the authority of the Agreement and compliant with the terms of the Agreement, is hereby ratified as having been performed under the Agreement. No provision of this Agreement, including this provision, may be amended, waived, or modified except by written agreement signed by duly authorized representatives of the Parties. 13.2 AssiViment and Beneficiaries. Neither the Contractor nor the City shall have the right to transfer or assign, in whole or in part, any or all of its obligations and rights hereunder without the prior written consent of the other Party. If the non -assigning party gives its consent to any assignment, the terms of this Agreement shall continue in full force and effect and no further assignment shall be made without additional written consent. Subject to the foregoing, the rights and PROFESSIONAL SERVICES AGREEMENT - 4 - Rev. 3/2017 CITY OF Federal Way CITY HALL 33325 8th Avenue South Federal Way, WA 98003-6325 (253) 835-7000 www cityoffederalway com obligations of the Parties shall inure to the benefit of and be binding upon their respective successors in interest, heirs and assigns. This Agreement is made and entered into for the sole protection and benefit of the Parties hereto. No other person or entity shall have any right of action or interest in this Agreement based on any provision set forth herein. 13.3 Compliance with Laws. The Contractor shall comply with and perform the Services in accordance with all applicable federal, state, local, and city laws including, without limitation, all City codes, ordinances, resolutions, regulations, rules, standards and policies, as now existing or hereafter amended, adopted, or made effective. If a violation of the City's Ethics Resolution No. 91-54, as amended, occurs as a result of the formation or performance of this Agreement, this Agreement may be rendered null and void, at the City's option. 13.4 Enforcement. Time is of the essence in this Agreement and each and all of its provisions in which performance is a factor. Adherence to completion dates set forth in the description of the Services is essential to the Contractor's performance of this Agreement. Any notices required to be given by the Parties shall be delivered at the addresses set forth at the beginning of this Agreement. Any notices may be delivered personally to the addressee of the notice or may be deposited in the United States mail, postage prepaid, to the address set forth above. Any notice so posted in the United States mail shall be deemed received three (3) days after the date of mailing. Any remedies provided for under the terms of this Agreement are not intended to be exclusive, but shall be cumulative with all other remedies available to the City at law, in equity, or by statute. The failure of the City to insist upon strict performance of any of the covenants and agreements contained in this Agreement, or to exercise any option conferred by this Agreement in one or more instances shall not be construed to be a waiver or relinquishment of those covenants, agreements or options, and the same shall be and remain in full force and effect. Failure or delay of the City to declare any breach or default immediately upon occurrence shall not waive such breach or default. Failure of the City to declare one breach or default does not act as a waiver of the City's right to declare another breach or default. This Agreement shall be made in, governed by, and interpreted in accordance with the laws of the State of Washington. If the Parties are unable to settle any dispute, difference or claim arising from this Agreement, the exclusive means of resolving that dispute, difference, or claim, shall be by filing suit under the venue, rules, and jurisdiction of the King County Superior Court, King County, Washington, unless the parties agree in writing to an alternative process. If the King County Superior Court does not have jurisdiction over such a suit, then suit may be filed in any other appropriate court in King County, Washington. Each party consents to the personal jurisdiction of the state and federal courts in King County, Washington and waives any objection that such courts are an inconvenient forum. If either Party brings any claim or lawsuit arising from this Agreement, each Party shall pay all its legal costs and attorney's fees and expenses incurred in defending or bringing such claim or lawsuit, including all appeals, in addition to any other recovery or award provided by law; however, nothing in this paragraph shall be construed to limit the Parties' rights to indemnification under Section 5 of this Agreement. 13.5 Execution. Each individual executing this Agreement on behalf of the City and Contractor represents and warrants that such individual is duly authorized to execute and deliver this Agreement. This Agreement may be executed in any number of counterparts, each of which shall be deemed an original and with the same effect as if all Parties hereto had signed the same document. All such counterparts shall be construed together and shall constitute one instrument, but in making proof hereof, it shall only be necessary to produce one such counterpart. The signature and acknowledgment pages from such counterparts may be assembled together to form a single instrument comprised of all pages of this Agreement and a complete set of all signature and acknowledgment pages. The date upon which the last of all of the Parties have executed a counterpart of this Agreement shall be the "date of mutual execution" hereof. [Signature page follows] PROFESSIONAL SERVICES AGREEMENT - 5 _ Rev. 3/2017 4SFCITY OF CITY HALL Federa �y Feder 8th Avenue South ederal Way, WA 98003-6325 (253) 835-7000 www.cityoffederaAvay.com IN WITNESS, the Parties execute this Agreement below, effective the last date written below. CITY OF FEDERAL WAY: 4 e ell, M yor DATE: TRANSPO GROUP USA, INC.: By: Printed Name: Title: DATE: 1 r �I ! ' 4 STATE OF WASHINGTON ) ss. COUNTY OF ) ATTEST: Vpe Courtney, CMC, z Clerk APPROVED AS TO FORM: r J. yan Call, City Attorney On this day personally appeared before me uG2 \\iM Or5 to me known to be the r-' r--0 of n CD L-k R 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 T4 day of )0 611j , 20Z Notary's signature�u, �. ANISSA M COREA Notary's printed name NOTARY PUBLIC Notary Public in and for the State of Washington. STATE OF WASHINGTON My commission expires a3 License Number 131925 My Commission Expires November 11, 2023 PROFESSIONAL SERVICES AGREEMENT - 6 - Rev. 3/2017 crrY OF Federal Way EXHIBIT A SERVICES The Contractor shall do or provide the following: Scope of Services CITY HALL 33325 8th Avenue South Federal Way, WA 98003-6325 (253) 835-7000 www cityoffederal way. com Transpo Group USA, Inc. (Transpo) will provide traffic engineering services to the Client for the design of traffic signal improvements within the City Center area, including associated work zone traffic control plans. Proposed traffic signal improvements include the following listed in decreasing priority: Detection improvements in support of the City's Adaptive Signal Control (ASC) system. Fiber optic communications upgrades are expected to be completed by the City/Zayo as part of a separate project. Intersections included as part of this project are as follows: • S 320th St & 8th Ave S ■ S 322nd St & 23rd Ave S • S 316th St & 23rd Ave S • S 314th St & 23rd Ave S • S 312th St & 23rd Ave S • S 312th St & Pete von Reichbauer Way S • S 314th St & Pete von Reichbauer Way S • S 316th St & Pete von Reichbauer Way S • S 324th St & 1 lth PI S/13th Ave S Transpo proposes to prepare plans for construction, Special Provisions and an engineer's opinion of probable costs consistent with applicable City of Federal Way and WSDOT standards. Transpo will also provide bid and construction support services. 2. Installation of CCTV cameras along S 320th Street and along SR 99. Transpo will evaluate the feasibility of installing CCTV cameras along the S 320th Street and SR 99 corridors within the City Center boundary. If it is determined that installation of CCTV cameras at these intersections is feasible, Transpo will prepare construction plans for this work consistent with City of Federal Way and WSDOT standards. It is assumed that CCTV camera installations will be limited to City of Federal Way traffic signals. 3. Automated Traffic Signal Performance Measures along the S 320th Street and SR 99 corridors. Transpo will evaluate the feasibility of installing a system capable of collecting, analyzing, and displaying data necessary for Automated Traffic Signal Performance Measures. It is assumed that this will include the purchase of an additional software platform but that no changes to the physical traffic signal system (e.g., traffic signal controllers, detection, and communications system) will be needed. If it is determined that Automated Traffic Signal Performance Measures are feasible, Transpo will include the work necessary to secure and implement the software platform as part of the overall construction documents. Task 01—Project Management and Coordination Progress Reports, Invoices, and Project Schedule — Transpo will provide brief progress reports and invoices to the City on a monthly basis or at project milestones. Transpo will also maintain a project schedule and provide the City with updates on a monthly basis. It is assumed that the project will have up to a 12-month schedule. PROFESSIONAL SERVICES AGREEMENT - 7 - Rev. 3/2017 arr or .t Federal Way CITY HALL 33325 8th Avenue South Federal Way, WA 98003-6325 (253) 835-7000 www. cityofiederalway com Proiect Coordination — Transpo will participate in coordination efforts, via conference call and email, as necessary. Deliverables: • Monthly project progress reports Monthly invoices • Meeting minutes, notes from phone calls, and decision tracking Task 02 As -Built Review and Field Investigation Transpo will consult with the City to provide documentation (e.g., as-builts) on the existing features and traffic signal system components at the project intersections, if newer information exists since data was last collected in 2017 as part of Transpo's previous work with the City. Data and base mapping files will be collected and assembled to better describe the project intersections and used to develop base mapping for use in the construction plans. After reviewing the existing documentation, Transpo will identify items that require field investigation and perform necessary site visits to collect/verify this information. The field investigation will focus on the following elements: • Existing traffic signal controller cabinets • Existing junction boxes and conduits • Existing traffic signal and ITS infrastructure (e.g., communications equipment, CCTV cameras, fiber optic infrastructure, detection, etc.) To be furnished by the City: • Existing traffic signal/ITS infrastructure documentation (as-builts) • Access to traffic signal cabinets (Transpo to coordinate with the City) • Access to junction boxes • Availability of City technical staff during field investigations Deliverables: ■ Field inventory notes, photos, and documentation, if requested Task 03-85% Design Plans, Specifications, and Estimate (PS&E) Subtask 3.1: CCTV and Automated Traffic Signal Performance Measures Feasibility Analysis Transpo will evaluate the feasibility of installing CCTV cameras and implementing Automated Traffic Signal Performance Measures by estimating costs associated with each of the three scope elements below: 1. Detection improvements in support of the City's Adaptive Signal Control (ASC) system 2. Installation of CCTV cameras along S 320th Street and SR 99, 3. Automated Traffic Signal Performance Measures along the S 320th Street and SR 99 corridors. Transpo will prepare a conceptual roll plot showing the anticipated types and locations of the improvements for review and concurrence by the City. Once costs are estimated, Transpo will meet with the City to discuss the feasibility of including CCTV cameras and Automated Traffic Signal Performance Measures in the project, considering budget constraints and priorities of scope elements. Those scope elements deemed feasible will be carried forward into the remaining design tasks. PROFESSIONAL SERVICES AGREEMENT - 8 - Rev. 3/2017 CITY 47F CITY HALL Fe d e ra I Way Feder l th W Avenue South Federal Way, WA 98003-6325 (253) 835-7000 WWW..Cdy0&aae+�lway com Subtask 3.2: 85% Design Plans — Adaptive Detection Improvements Aerial photography and as -built information will be used to prepare 85% plans for the nine intersections associated with the detection improvements in support of the City's Adaptive Signal Control (ASC) system. The purpose of the 85% design plans is to finalize the horizontal placement of project improvements and are anticipated to show general locations of existing and proposed equipment with construction notes and preliminary layouts of restoration items such as roadway, sidewalk, and landscaping. The 85% design plans for adaptive detection improvements is anticipated to include the following plan sheets: • Cover Sheet with Vicinity Map and Index • Legend and Abbreviations • Traffic Signal Modification Plans • Traffic Signal Field Wire Terminations • Traffic Signal Details • Traffic Control Plans • Traffic Control Details Subtask 3.3: 85% Project Manual — Transpo will prepare the draft general and special provisions based on the current edition of the Client's standards, and the 2021 WSDOT Standard Specifications for Road, Bridge, and Municipal Construction. The contents will include bid form items, the Client's general conditions, supplemental general conditions, amendments to the standard specifications, special provisions, and standard plans. The Client's review comments pertaining to the outline specifications will be addressed in preparing the final document. The special provisions will address items of work which are not addressed by the Client's standards or the APWA and Washington State Standard Specifications as may be required to properly cover the work contemplated by the plans. Transpo will prepare the Project Manual to include: • Boilerplate City of Federal Way contracts and documentation (to be provided by the City) • Bid Schedule ■ Special Provisions based on the City's boilerplate special provisions to the 2021 WSDOT Standard Specifications for Road, Bridge, and Municipal Construction plus APWA Supplement (English Version) ■ Appendices (as needed) Subtask 3.4: 85% Opinion of Probable Construction Costs — Transpo will prepare and submit an Opinion of Probable Construction Costs based on the 85% design. The Opinion of Probable Construction Costs will be presented in an Excel spreadsheet corresponding to the sequence of items as will be listed in the Project Manual's final bid schedule. Subtask 3.5: 85% Design Supporting Documentation — Transpo will prepare and submit design supporting documentation based on the 85% design. It is anticipated to include: • Junction box capacity calculations • Conduit fill calculations Subtask 3.6: 85% Design Review — Transpo will meet with the City to discuss and resolve the City's comments on the 85% design submittal. Deliverables: 85% design plans, project manual, and opinion of probable construction costs (PDF format) PROFESSIONAL SERVICES AGREEMENT - 9 - Rev. 3/2017 CITY OF CITY HALL Federal Way 8th Avenue South Feder Federal Way, WA 98003-6325 (253) 835-7000 www cityoffederahvay. com • 85% design supporting documentation Task 04-100% Design Plans, Specifications, and Estimate (PS&E) Subtask 4.1: 100% Submittal 100% Design Plans — Transpo will prepare and submit Final Design Plans, Project Manual, and Opinion of Probable Costs based on the City's review of the 85% plans and specifications. Transpo will make minor changes, amendments, or revisions in the detail of the work as requested by the City. 100% Design Review — Transpo will meet with the City to discuss and resolve the City's comments on the 100% design submittal. It is assumed that the 100% plans, specifications, and other documentation will be submitted to WSDOT for review for construction obligation. Deliverables: Written responses to 85% design review comments 100% design plans, project manual, and opinion of probable construction costs (PDF format) 100% design supporting documentation Subtask 4.2: Bid -Ready PS&E Bid -Ready P5&E — Transpo will prepare and submit Bid -Ready Design Plans, Project Manual, and Opinion of Probable Costs based on the City's approved 100% PS&E and incorporating any WSDOT review comments. Deliverables: • Written responses to 100% design review comments • Bid -ready design plans and project manual (PDF format) Task 05—Bid and Award Support Transpo will support the City during the bid and award periods of the construction contract. The following tasks will be provided by Transpo: • Attending and participating in a Pre -Bid meeting to assist the City in responding to questions and inquires. • Attending a pre -construction meeting with the contractor to assist the City in responding to questions and inquires. • Assisting the City during the bid period to answer questions that arise concerning the PS&E documents and assisting the Client in preparing any addenda required. Deliverables: • Bidder question tracking sheet ■ Responses to bidder Requests for Information (RFI) • Issuing up to four addenda, if required PROFESSIONAL SERVICES AGREEMENT - 10 - Rev. 3/2017 CITY OF CITY HALL Federal Way Feder l Avenue South 8003 Federal Way, WA 98003-6325 (253) 835-7000 www cilyoffederalway com Task 06—Construction Phase Services Subtask 6.1: Meetings Transpo will attend pre -construction meetings with the City. One (1) preconstruction meeting is anticipated in the projected fee. Transpo will also participate in weekly construction meetings and other coordination meetings as needed with the City, King County Road Services Division, the contractor, the ASC Vendor, and/or utility agencies as necessary to accomplish the construction of traffic signal improvements. Up to eight (8) meetings are anticipated in the projected fee. Subtask 6.2: Shop Drawing and Cut Sheet Review Transpo will review contractor provided/prepared shop drawings and cut sheets for general conformity with the plans and specifications. The contractor will be required to submit shop drawings and cut sheets for conduit, wiring, junction boxes, electrical service cabinet, communications equipment, signal controller cabinet equipment, vehicle detection, and materials. Following review, Transpo will stamp the shop drawing and/or cut sheet with the appropriate designation (no exceptions taken, rejected, etc.) and provide the City and/or King County Road Services Division with the appropriate number of copies for their review. Subtask 6.3: Response to Contractor Request for Information (RFI) Transpo will respond to contractor RFIs related to traffic signal modification work during construction as necessary. Transpo will work with the City, King County Road Services Division, the contractor, and the appropriate agencies to provide resolution to the RFIs. The projected fee anticipates responding to up to three RFIs. Subtask 6.4: Record Drawings Transpo will prepare record drawings for the traffic signal improvements following the completion of construction, as required by the City. Record drawings are intended to show as -built conditions that vary from the permitted plans. As -built conditions will be recorded by the contractor on a copy of the permitted plans as red -lines and will be provided to Transpo following construction for incorporation into the record drawings. Transpo is entitled to rely upon the completeness and accuracy of as -built information furnished by the contractor. Task 07 CCTV Cameras and Automated Traffic Signal Performance Measures Subtask 7.1: Design Plans — CCTV Cameras (Optional Task) As -built information from previous phases of the City's Adaptive Signal Control project will be used to prepare plans for the installation of up to seven CCTV cameras at intersections along S 320th Street and SR 99. The purpose of the CCTV design plans is to finalize the horizontal placement of project improvements and are anticipated to show general locations of existing and proposed equipment with construction notes. The CCTV design submittal is anticipated to include the following plan sheets: • Traffic Signal Modification Plans • Traffic Control Plans • Traffic Control Details Subtask 7.2: Automated Traffic Signal Performance Measures (Optional Task) Transpo will develop a specification for the procurement and implementation of a platform capable of collecting, analyzing, and displaying data necessary for Automated Traffic Signal Performance Measures. It is assumed that this will include the purchase of an additional software platform but that no changes to the PROFESSIONAL SERVICES AGREEMENT - 11 - Rev. 3/2017 CITY OF .L Federal Way CITY HALL 33325 8th Avenue South Federal Way, WA 98003-6325 (253) 835-7000 www.erryof ederalway com physical detection and communication will be needed. This work will include writing of special provisions to be included in the overall project manual. PROFESSIONAL SERVICES AGREEMENT - 12 - Rev. 3/2017 CITY OF Federal Way EXHIBIT B COMPENSATION CITY HALL 33325 8th Avenue South Federal Way, WA 98003-6325 (253) 835-7000 www u[yoSaderalway com 1. Total Compensation: In return for the Services, the City shall pay the Contractor an amount not to exceed Forty -Eight Thousand Three Hundred Sixty and 00/100 Dollars ($48,360.00). 2. Method of Compensation: Cost .plus Percentage In consideration of the Contractor performing the Services, the City agrees to pay the Contractor an amount, calculated on the basis of Contractor's actual cost plus a percentage fee. The actual cost shall include direct salary cost, indirect cost rate and direct non -salary costs (Reimbursable expenses). The percentage fee shall be 30% of the direct and indirect labor cost. The Contractor's estimate of costs and fee are shown on the next page, and equal to Forty -Eight Thousand Three Hundred Sixty and 00/100 Dollars ($48,360.00). Reimbursable Expenses The actual customary and incidental expenses (Direct non -salary costs) incurred by Contractor in performing the Services; provided, however, that such costs shall be deemed reasonable in the City's sole discretion and shall not exceed One Hundred Fifty and 00/100 Dollars ($150.00). PROFESSIONAL SERVICES AGREEMENT - 13 - Rev. 3/2017 CITY OF Federal Way Transpo Group USA, Inc. Cost Estimate Worksheet tranapo Number 1 Fr%eo Name 1.21110.00 - Federal Way Adaptfve - City Center CITY }-TALL 33325 8th Avenue South Federal Way, WA 98003-6325 (253) 835-7000 wwwcayoffederalway com Only key staff are shown and other staff may work on and charge to the project as needed by the project manager. r.uais lob outs .A raja Labor. 1 7. 3 4 5 6 7 8 9 i (] 11 12 13 14 15 16 17 18 19 20 21 22 23 24 26 2 Ub Proxcl Rtana ter Froje�v En meer CAD/ Graphics Project Admin JKHC 117C*rM AMC Rssoc Pen L& En L4 E L! PA L4 $68.v3 $4G.73 535.14 547.71} 'Task i - P ect Yana ement and Coordination Prooross R000rts. Invoices. and Project Schedule 6 6 12 $695 P od Coordinadon 8 8 16 S918 Task 2 • As -Built Review and Hold Irivestl all an 16 20 36 $1,450 Task 3 - 56lro Design Plans, Sceeifleations, and Estimate tP8iE CCTV end Automated Traffic Slgnal Performance Measures Feasibility Analvsis 4 8 16 28 S1.208 85% Deri n Plaris - Adsmtive Deteann 1 ovemen 4 ' 4 JA 56 $2.262 85% Project Manual 4 4 8 $459 95% O 'nion of Prohabla Cost 1 2 v 9 3372 85% Design Suoportino Docurnentation 1 2. 4 7 $302 85% Desian Review 2 2 4 $230 Task 4 -100% Design Plans, Specifications, and (Estimate 100% Submittal 4 8 12 2.4 51.068 Bid -Ready PS&E 2 4 4 10 5464 'reek 5 - Bid and Award Services Pre-Bld Meetina 4 4 8 $459 Pre -Construction Meeting 4 4 8 S459 Addenda 2 4 6 12 S534 Task 6 - Constmctlon Phase Soviets Meetings 12 12 J4 $1.377 Sirup Drawing :sect Cut Sheet Review 2 4 d 10 $464 Reaconse to Contractor RFI 2 4 4 l ❑ S464 Record Drawings 2 2 a -'2 $511 'reek 7 - CCTV and Automated Traffic Signal IPerforawrim Measures Icahn Plans - CCTV Cameras (Optional Task) R 16 38 cc) $2.557 Automated Traffic Slanal Perrormance Measures 2 8 10 $510 Total Hours 74 126 158 6 0 364 'Labor Cost� 55.034 ;5,888 t5.552 i2fi7 fP r >Fas 1" a %of labor I ;5.028.33 c0aneaus ape ses: r=aderal6mrese 1 Laurier s0 Phow 50 t=mot so Somme 5D Greolsc emo►es $0 t1hd r SD navel expenses fmseaeal S) 50 Reproduebon so Traffic ocunts s0 7ra't.c am.� ,t data 50 Spec MPS medal nn S0 rranwortation ConcurrenevAoolicolion s0 Total Reimbursable Expenses S150 Subconsa r narrfs: Subconstftrh A $0 's'ubcrosraam a SO ikkeominam C $0 :k6corpulam D $0 Subcrosistani E $O 0 TDTAL ESTMEAIF i48IM1100 CERTIFICATE OF LIABILITY INSURANCE DATE(MM/DD/YYYY) ��. 5/18/2021 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must have ADDITIONAL INSURED provisions or be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). PRODUCER CONTACT NAME: AP Design Professionals Insurance Services, LLC PHONE FAX 3697 Mt. Diablo Blvd Suite 230 No. INC.N0 MAII Lafayette CA 94549 ""ss: Desi nProCeits AssuredPartners.carri INSURED Transpo Group USA, Inc. 12131 113th Ave NE, Suite 203 Kirkland, WA 98034 425 821-3665 INSURERS AFFORDING COVERAGE NAIC# INSURER A: Charter Oak Fire Insurance Company 25615 TRANGRO-08 INSURER B : Beazley Insurance Company Inc 37540 INSURER c: Travelers Property Casualty Com an of America 25674 INSURER D : HARTFORD INSURANCE COMPANY 38288 INSURER E: The Travelers Indemnity Company of Connecticut 25682 INSURER F: nnVFRAnPA (FRTIFICOTF NIIMRER RIS4 A9R7A REVISION NUMBER - THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. lLICY L R' TYPE OF INSURANCE ADDL SUBR POLICY NUMBER EFF POLICY EXP MO/DD.IYYYY MM' 0 YYYY LIMITS A X COMMERCIAL GENERAL LIABILITY Y Y 68051-1922543 1/1/2021 1/1/2022 EACH OCCURRENCE $1,000,000 lCLAIMS -MADE PAMAOCCUR $ 1,000,000 PREMG ES Ea occuEr ence X MED EXP (Any one person) Contractual Liab $ 10,000 X XCU Included PERSONAL & ADV INJURY $ 1,000,000 GEN'L AGGREGATE LIMIT APPLIES PER: GENERAL AGGREGATE $ 2,000,000 177, I " - I PRO - POLICY El LOC $ 2,000.000 PRODUCTS - COMP/OP AGG OTHER: $ E AUTOMOBILELIABILITY Y Y BA3R390266 1/1/2021 1/1/2022 (Eaac Ident) GiELIMiT Ea accldeni $1,000,000 BODILY INJURY (Per person) $ ANY AUTO OWNED SCHEDULED AUTOS ONLY L AUTOS BODILY INJURY (Per accident) $ 'PBOaPcE pAMAGE $ X HIRED I AUTOS ONLY X AUTOS ONLY $ 1 C X UMBRELLA LIAB X OCCUR CUP41`625338 1/1/2021 1/1/2022 EACH OCCURRENCE $5,000,000 AGGREGATE $ 5,000.000 EXCESS LIAB CLAIMS -MADE DED I X I RETENTION $ D A WORKERS COMPENSATION AND EMPLOYERS' LIABILITY Y / N ANYPROPRIETOR/PARTNER/EXECUTIVE Y 57WECZS7222 6805H922543 1/1/2021 1/1/2021 1/1/2022 1/1/2022 X I 37'ATUTE ITN WA Stop Gap E,L. EACH ACCIDENT $ 1,000,000 OF EXCLUDED? (Mandatory In NH) N/A E L DISEASE - EA EMPLOYEE $ 1,000.000 E.L. DISEASE - POLICY LIMIT $ 1,000,000 If yes, describe under DESCRIPTION OF OPERATIONS below B Professional Liability Claims Made Form 1 C1D535210501 1/1/2021 1/1/2022 $2,000,000 $4,000,000 I Per Claim Annual Aggregate DESCRIPTION OF OPERATIONS / LOCATIONS / VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached If more space is required) Transpo Project Number/Name: #1.21110.00 / Federal Way Adaptive Signal Control - City Center Phase 2 Project -- The City of Federal Way, their officers, employees, and agents are named as Additional Insured on General Liability and Auto Liability, per policy forms, with respect to the operations of the Named Insured as required by written contract or agreement. CERTIFICATE HOLDEH GAN ;1=LLA 1 IUN 3U LIaY INUG/-lU L13Y Tor I, onF'@v oT l-rem City of Federal Way Public Works Department 33325 8th Avenue South Federal Way WA 98003-6325 SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. AUTHORIZED REPRESENTATIVE ©1988-2015 ACORD CORPORATION. All rights reserved. ACORD 25 (2016/03) The ACORD name and logo are registered marks of ACORD GENERAL PURPOSE ENDORSEMENT OFFICE PAC POLICY NUMBER: 680-5H922543-21-47 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. CG2037 (07-04) - ADDITIONAL INSURED - OWNERS, LESSEES OR CONTRACTORS - COMPLETED OPERATIONS This endorsement modifies insurance provided under the following: THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. ADDITIONAL INSURED - OWNERS, LESSEES OR CONTRACTORS -COMPLETED OPERATIONS THIS ENDORSEMENT MODIFIES INSURANCE PROVIDED UNDER THE FOLLOWING: COMMERCIAL GENERAL LIABILITY COVERAGE PART SCHEDULE NAMES OF ADDITIONAL INSURED PERSON(S) OR ORGANIZATION(S): Any person or organization that you agree in a written contract to include as an additional insured on this Coverage Part for "bodily injury" or "property damage" included in the products -completed operation s hazard, provided that such contract was signed by you before, and is in effect when, the "bodily injury or "property damage" occurs. LOCATION AND DESCRIPTION OF COMPLETED OPERATIONS:Any project to which a written contract with the Additional Insured Person(s) or Organization(s) in the Schedule applies. (INFORMATION REQUIRED TO COMPLETE THIS SCHEDULE, IF NOT SHOWN ABOVE, WILL BE SHOWN IN THE DECLARATIONS.) A. SECTION II - WHO IS AN INSURED IS AMENDED TO INCLUDE AS AN ADDITIONAL INSURED THE PERSON(S) OR ORGANIZATION(S) SHOWN IN THE SCHEDULE, BUT ONLY WITH RESPECT TO LIABILITY FOR "BODILY INJURY", "PROPERTY DAMAGE" CAUSED, IN WHOLE OR IN PART, BY "YOUR WORK" AT THE LOCATION DESIGNATED AND DESCRIBED IN THE SCHEDULE OF THIS ENDORSEMENT PERFORMED FOR THAT ADDITIONAL INSURED AND INCLUDED IN THE "PRODUCTS -COMPLETED OPERATIONS HAZARD". CG 20 37 07 04 Copyright ISO Properties, Inc. 2004 CG T8 02 01 20 Page 1 of 1 GENERAL PURPOSE ENDORSEMENT OFFICE PAC POLICY NUMBER: 680-5H922543-21-47 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. CGD361 (03-05) - ADDITIONAL INSURED - OWNERS, LESSEES OR CONTRACTORS - SCHEDULED PERSON OR This endorsement modifies insurance provided under the following: THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. ADDITIONAL INSURED - OWNERS, LESSEES OR CONTRACTORS - SCHEDULED PERSON OR ORGANIZATION THIS ENDORSEMENT MODIFIES INSURANCE PROVIDED UNDER THE FOLLOWING: COMMERCIAL GENERAL LIABILITY COVERAGE PART SCHEDULE NAMES OF ADDITIONAL INSURED PERSON(S) OR ORGANIZATION(S): Any person or organization that you agree in a written contract to include as an additional insured on this Coverage Part, provided that such written contract was signed by you before,and is in effect when, the "bodily injury" or "property damage" occurs or the "personal injury" or "advertising injury" offense is committed. LOCATION OF COVERED OPERATIONS: Any project to which a written contract with the Additional Insured Person(s) or Organization(s) in the Schedule applies. (INFORMATION REQUIRED TO COMPLETE THIS SCHEDULE, IF NOT SHOWN ABOVE, WILL BE SHOWN IN THE DECLARATIONS.) A. SECTION II - WHO IS AN INSURED IS AMENDED TO INCLUDE AS AN ADDITIONALINSURED THE PERSON(S) OR ORGANIZATION(S) SHOWN IN THE SCHEDULE, BUT ONLY WITH RESPECT TO LIABILITY FOR "BODILY INJURY', "PROPERTY DAMAGE", PERSONAL INJURY OR "ADVERTISING INJURY' CAUSED, IN WHOLE OR IN PART, BY: 1. YOUR ACTS OR OMISSIONS; OR 2. THE ACTS OR OMISSIONS OF THOSE ACTING ON YOUR BEHALF; IN THE PERFORMANCE OF YOUR ONGOING OPERATIONS FOR THE ADDITIONAL INSURED(S) AT THE LOCATION(S) DESIGNATED ABOVE. B. WITH RESPECT TO THE INSURANCE AFFORDED TO THESE ADDITIONAL INSURED, THE FOLLOWING ADDITIONAL EXCLUSIONS APPLY: CG T8 01 01 20 Page 1 of 2 GENERAL PURPOSE ENDORSEMENT POLICY NUMBER: 680-5H922543-21-47 OFFICE PAC THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. CGD361 (03-05) - ADDITIONAL INSURED - OWNERS, LESSEES OR CONTRACTORS - SCHEDULED PERSON OR This endorsement modifies insurance provided under the following: THIS INSURED DOES NOT APPLY TO 'BODILY INJURY" OR "PROPERTY DAMAGE" OCCURRING, OR "PERSONAL INJURY" OR "ADVERTISING INJURY" ARISING OUT OF AN OFFENSE COMMITTED, AFTER: 1. ALL WORK, INCLUDING MATERIALS, PARTS OR EQUIPMENT FURNISHED IN CONNECTION WITH SUCH WORK, ON THE PROJECT (OTHER THAN SERVICE, MAINTENANCE OR REPAIRS) TO BE PERFORMED BY OR ON BEHALF OF THE ADDITIONAL INSURED(S) AT THE LOCATION OF THE COVERED OPERATIONS HAS BEEN COMPLETED; OR 2. THAT PORTION OF "YOUR WORK" OUT OF WHICH THE INJURY OR DAMAGE ARISES HAS BEEN PUT TO ITS INTENDED USE BY ANY PERSON OR ORGANIZATION OTHER THAN ANOTHER CONTRACTOR OR SUBCONTRACTOR ENGAGED IN PERFORMING OPERATIONS FOR A PRINCIPAL AS A PART OF THE SAME PROJECT. CG D3 61 03 05 Copyright 2005 The St. Paul Travelers Companies, Inc. All rights reserved. Includes copyrighted material of Insurance Services Office, Inc. with its permission. CG T8 01 01 20 Page 2 of 2 Policy # 6805H922543 COMMERCIAL GENERAL LIABILITY c. Method Of Sharing If all of the other insurance permits contribution by equal shares, we will follow this method also. Under this approach each insurer contributes equal amounts until it has paid its applicable limit of insurance or none of the loss remains, whichever comes first. If any of the other insurance does not permit contribution by equal shares, we will contribute by limits. Under this method, each insurer's share is based on the ratio of its applicable limit of insurance to the total applicable limits of insurance of all insurers. d. Primary And Non -Contributory Insurance If Required By Written Contract If you specifically agree in a written contract or agreement that the insurance afforded to an insured under this Coverage Part must apply on a primary basis, or a primary and non- contributory basis, this insurance is primary to other insurance that is available to such insured which covers such insured as a named insured, and we will not share with that other insurance, provided that: (1) The "bodily injury' or "property damage" for which coverage is sought occurs; and (2) The "personal and advertising injury" for which coverage is sought is caused by an offense that is committed; subsequent to the signing of that contract or agreement by you. a. We will compute all premiums for this Coverage Part in accordance with our rules and rates. b. Premium shown in this Coverage Part as advance premium is a deposit premium only. At the close of each audit period we will compute the earned premium for that period and send notice to the first Named Insured. The due date for audit and retrospective premiums is the date shown as the due date on the bill. If the sum of the advance and audit premiums paid for the policy period is greater than the earned premium, we will return the excess to the first Named Insured. a. The statements in the Declarations are accurate and complete; b. Those statements are based upon representations you made to us; and c. We have issued this policy in reliance upon your representations. The unintentional omission of, or unintentional en -or in, any information provided by you which we relied upon in issuing this policy will not prejudice your rights under this insurance. However, this provision does not affect our right to collect additional premium or to exercise our rights of cancellation or nonrenewal in accordance with applicable insurance Separation Of Insureds Except with respect to the Limits of Insurance, and any rights or duties specifically assigned in this Coverage Part to the first Named Insured, this insurance applies: a. As if each Named Insured were the only Named Insured; and b. Separately to each insured against whom claim is made or "suit" is brought. 8. Transfer Of Rights Of Recovery Against Others To Us If the insured has rights to recover all or part of any payment we have made under this Coverage Part, those rights are transferred to us. The insured must do nothing after loss to impair them. At our request, the insured will bring "suit" or transfer those rights to us and help us enforce them. 9. When We Do Not Renew If we decide not to renew this Coverage Part, we will mail or deliver to the first Named Insured shown in the Declarations written notice of the nonrenewal not less than 30 days before the expiration date. If notice is mailed, proof of mailing will be sufficient proof of notice. SECTION V — DEFINITIONS 1. "Advertisement" means a notice that is broadcast or published to the general public or specific market segments about your goods, products or services for the purpose of attracting customers or supporters. For the purposes of this definition: c. The first Named Insured must keep records of a. Notices that are published include material the information we need for premium placed on the Internet or on similar electronic computation, and send us copies at such times means of communication; and as we may request. b. Regarding websites, only that part of a website 6. Representations that is about your goods, products or services By accepting this policy, you agree: for the purposes of attracting customers or supporters is considered an advertisement. Page 16 of 21 ® 2017 The Travelers Indemnity Company. All rights reserved. CG T1 00 02 19 Includes copyrighted material of Insurance Services Office, Inc. with its permission. Policy # 68051-1922543 COMMERCIAL GENERAL LIABILITY occupational therapist or occupational therapy assistant, physical therapist or speech -language pathologist; or (b) First aid or "Good Samaritan services" by any of your "employees" or "volunteer workers", other than an employed or volunteer doctor. Any such "employees" or "volunteer workers" providing or failing to provide first aid or "Good Samaritan services" during their work hours for you will be deemed to be acting within the scope of their employment by you or performing duties related to the conduct of your business. 3. The following replaces the last sentence of Paragraph 5. of SECTION III — LIMITS OF INSURANCE: For the purposes of determining the applicable Each Occurrence Limit, all related acts or omissions committed in providing or failing to provide "incidental medical services", first aid or "Good Samaritan services" to any one person will be deemed to be one "occurrence". 4. The following exclusion is added to Paragraph 2., Exclusions, of SECTION I — COVERAGES — COVERAGE A — BODILY INJURY AND PROPERTY DAMAGE LIABILITY: Sale Of Pharmaceuticals "Bodily injury" or "property damage" arising out of the violation of a penal statute or ordinance relating to the sale of pharmaceuticals committed by, or with the knowledge or consent of the insured. 5. The following is added to the DEFINITIONS Section: "Incidental medical services" means: a. Medical, surgical, dental, laboratory, x- ray or nursing service or treatment, advice or instruction, or the related furnishing of food or beverages; or b. The furnishing or dispensing of drugs or medical, dental, or surgical supplies or appliances. 6. The following is added to Paragraph 4.b., Excess Insurance, of SECTION IV — COMMERCIAL GENERAL LIABILITY CONDITIONS: This insurance is excess over any valid and collectible other insurance, whether primary, excess, contingent or on any other basis, that is available to any of your "employees" for "bodily injury" that arises out of providing or failing to provide "incidental medical services" to any person to the extent not subject to Paragraph 2.a.(1) of Section II — Who Is An Insured. K. MEDICAL PAYMENTS — INCREASED LIMIT The following replaces Paragraph 7. of SECTION III — LIMITS OF INSURANCE: 7. Subject to Paragraph 5. above, the Medical Expense Limit is the most we will pay under Coverage C for all medical expenses because of "bodily injury" sustained by any one person, and will be the higher of: a. $10,000; or b. The amount shown in the Declarations of this Coverage Part for Medical Expense Limit. L. AMENDMENT OF EXCESS INSURANCE CONDITION — PROFESSIONAL LIABILITY The following is added to Paragraph 4.b., Excess Insurance, of SECTION IV — COMMERCIAL GENERAL LIABILITY CONDITIONS: This insurance is excess over any of the other insurance, whether primary, excess, contingent or on any other basis, that is Professional Liability or similar coverage, to the extent the loss is not subject to the professional services exclusion of Coverage A or Coverage B. M. BLANKET WAIVER OF SUBROGATION — WHEN REQUIRED BY WRITTEN CONTRACT OR AGREEMENT The following is added to Paragraph 8., Transfer Of Rights Of Recovery Against Others To Us, of SECTION IV — COMMERCIAL GENERAL LIABILITY CONDITIONS: If the insured has agreed in a written contract or agreement to waive that insured's right of recovery against any person or organization, we waive our right of recovery against such person or organization, but only for payments we make because of: a. "Bodily injury" or "property damage" that occurs; or b. "Personal and advertising injury" caused by an offense that is committed; subsequent to the signing of that contract or agreement. CG D3 79 02 19 © 2017 The Travelers Indemnity Company. All rights reserved. Page 5 of 6 Includes copyrighted material of Insurance Services Office, Inc. with its permission. Policy: BA3R390266 COMMERCIAL AUTO THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. BLANKET ADDITIONAL INSURED This endorsement modifies insurance provided under the following: BUSINESS AUTO COVERAGE FORM MOTOR CARRIER COVERAGE FORM The following is added to Paragraph c. in A.1., Who Is An Insured, of SECTION II — COVERED AUTOS LIABILITY COVERAGE in the BUSINESS AUTO COVERAGE FORM and Paragraph e. in A.1., Who Is An Insured, of SECTION II — COVERED AUTOS LIABILITY COVERAGE in the MOTOR CARRIER COVERAGE FORM, whichever Coverage Form is part of your policy: This includes any person or organization who you are required under a written contract or agreement between you and that person or organization, that is signed by you before the "bodily injury" or "property damage" occurs and that is in effect during the policy period, to name as an additional insured for Covered Autos Liability Coverage, but only for damages to which this insurance applies and only to the extent of that person's or organization's liability for the conduct of another "insured". CA T4 37 02 16 © 2016 The Travelers Indemnity Company. All rights reserved. Page 1 of 1 Includes copyrighted material of Insurance Services Office, Inc. with its permission. POLICY NUMBER: BA3R390266 COMMERCIAL AUTO THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. BLANKET ADDITIONAL INSURED - PRIMARY AND NON-CONTRIBUTORY WITH OTHER INSURANCE This endorsement modifies insurance provided under the following: BUSINESS AUTO COVERAGE FORM PROVISIONS 1. The following is added to Paragraph A.1.c., Who Is An Insured, of SECTION II — COVERED AUTOS LIABILITY COVERAGE: This includes any person or organization who you are required under a written contract or agreement between you and that person or organization, that is signed by you before the "bodily injury" or "property damage" occurs and that is in effect during the policy period, to name as an additional insured for Covered Autos Liability Coverage, but only for damages to which this insurance applies and only to the extent of that person's or organization's liability for the conduct of another "insured". 2. The following is added to Paragraph B.5., Other Insurance of SECTION IV — BUSINESS AUTO CONDITIONS: Regardless of the provisions of paragraph a. and paragraph d. of this part 5. Other Insurance, this insurance is primary to and non-contributory with applicable other insurance under which an additional insured person or organization is the first named insured when the written contract or agreement between you and that person or organization, that is signed by you before the "bodily injury" or "property damage" occurs and that is in effect during the policy period, requires this insurance to be primary and non-contributory. CA T4 74 0216 © 2016 The Travelers Indemnity Company. All rights reserved. Page 1 of 1 Includes copyrighted material of Insurance Services Office, Inc. with its permission. Policy # BA3R390266 COMMERCIAL AUTO THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. BLANKET WAIVER OF SUBROGATION This endorsement modifies insurance provided under the following: AUTO DEALERS COVERAGE FORM BUSINESS AUTO COVERAGE FORM MOTOR CARRIER COVERAGE FORM The following replaces Paragraph A.5., Transfer of required of you by a written contract executed Rights Of Recovery Against Others To Us, of the prior to any "accident" or "loss", provided that the CONDITIONS Section: "accident" or "loss" arises out of the operations 5. Transfer Of Rights Of Recovery Against Oth- contemplated by such contract. The waiver ap- ers To Us plies only to the person or organization desig- We waive any right of recovery we may have nated in such contract. against any person or organization to the extent CA T3 40 02 15 © 2015 The Travelers Indemnity Company. All rights reserved. Page 1 Of 1 Includes copyrighted material of Insurance Services Office, Inc. with its permission THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. WORKERS' COMPENSATION BROAD FORM ENDORSEMENT EXTENDED OPTIONS Policy Number: 5'weczs7222 Endorsement Number: Effective Date: 01/01/2021 Effective hour is the same as stated on the Information Page of the policy Named Insured and Address: Transpo Group USA, Inc. Kirkland, WA 98034 Section I of this endorsement expands coverage provided under WC 00 00 00. Section II of this endorsement provides additional coverage usually only provided by endorsement. Section III of this endorsement is a Schedule of Covered States. You may use the index to locate these coverage features quickly: SUBJECT SECTION I PARTS ONE and TWO 01 We Will Also Pay PART -THREE 02 How This Insurance Works PART - SIX 03 Transfer of Your Rights and Duties 04 Cancellation 05 Liberalization SECTION II VOLUNTARY COMPENSATION INSURANCE 06 Voluntary Compensation Insurance A. How This Insurance Applies B. We Will Pay C. Exclusions D. Before We Pay E. Recovery From Others F. Employers' Liability Insurance EMPLOYERS' LIABILITY STOP GAP ENDORSEMENT 07 Employers' Liability Stop Gap Coverage A. Stop Gap Coverage Limited to Montana, North Dakota, Ohio, Washington, West Virginia and Wyoming INDEX PAGE (SUBJECT 2 2 2 2 2 2 2 2 2 2 2 2 2 3 3 3 3 3 3 3 3 B. Part One Does Not Apply C. Application of Coverage D. Additional Exclusions E. West Virginia EXTENDED OPTIONS 01 Employers' Liability Insurance 02 Unintentional Failure to Disclose Hazards 03 Waiver of Our Right to Recover from Others 04 Foreign Voluntary Compensation A. How This Reimbursement Applies B. We Will Reimburse C. Exclusions D. Before We Pay E. Recovery From Others F. Reimbursement For Actual Loss Sustained G. Repatriation H. Endemic Disease 05 Longshore and Harbor Workers' Compensation Act Coverage Endorsement SECTION III 01 Schedule of Covered States PAGE 3 3 3 3 4 4 4 4 4 4 4 4 5 5 5 5 5 5 6 6 F o r m W C 9 9 0 3 0 1 B Printed in U.S.A. (Ed. 8/00) Process Date: © 2000, The Hartford Policy Expiration Date: Page 1 of 6 SECTION I PARTS ONE and TWO 1. WE WILL ALSO PAY D. We Will Also Pay of Part One (WORKERS' COMPENSATION INSURANCE); and E. We Will Also Pay of Part Two (EMPLOYERS' LIABILITY INSURANCE) is replaced by the following: We Will Also Pay We will also pay these costs, in addition to other amounts payable under this insurance, as part of any claim, proceeding, or suit we defend: 1. reasonable expenses incurred at our request, INCLUDING loss of earnings; 2. premiums for bonds to release attachments and for appeal bonds in bond amounts up to the limit of our liability under this insurance; 3. litigation costs taxed against you; 4. interest on a judgment as required by law until we offer the amount due under this law; and 5. expenses we incur. PART THREE 2. How This Insurance Applies the Information Page, coverage will not be afforded for that state unless we are notified within sixty days. PART SIX 3. Transfer Of Your Rights and Duties C. Transfer Of Your Rights and Duties of Part 6 (Conditions) is replaced by the following: Your rights or duties under this policy may not be transferred without our written consent. If you die and we receive notice within sixty days after your death, we will cover your legal representative as insured. 4. Cancellation Paragraph 2. of D. Cancellation of Part 6 (Conditions) is replaced by the following: 2. We may cancel this policy. We must mail or deliver to you not less than 15 days advance written notice stating when the cancellation is to take effect. Mailing that notice to you at your mailing address shown in Item 1 of the Information Page will be sufficient to prove notice. 5. Liberalization Paragraph 4. of A. How This Insurance Applies of Part 3 (Other States Insurance) is replaced by the following: 4. If you have work on the effective date of this policy in any state not listed in Item 3.A. of SECTION II VOLUNTARY COMPENSATION AND EMPLOYERS' LIABILITY COVERAGE 6. Voluntary Compensation Insurance A. How This Insurance Applies This insurance applies to bodily injury by accident or bodily injury by disease. Bodily injury includes resulting death. 1. The bodily injury must be sustained by any officer or employee not subject to the workers' compensation law of any state shown in Item 3.A. of the Information Page. If we adopt a change in this form that would broaden the coverage of this form without extra charge, the broader coverage will apply to this policy. It will apply when the change becomes effective in your state. 2. The bodily injury must arise out of and in the course of employment or incidental to work in a state shown in Item 3.A. of the Information Page. 3. The bodily injury must occur in the United States of America, its territories or possessions, or Canada, and may occur elsewhere if the employee is a United States or Canadian citizen, or otherwise legal resident, and legally employed, in the United States or Canada and temporarily away from those places. Form WC 99 03 01 B Printed in U.S.A. (Ed. 8/00) Page 2 of 6 4. Bodily injury by accident must occur during the policy period. 5. Bodily injury by disease must be caused or aggravated by the conditions of the officer's or employee's employment. The officer's or employee's last day of last exposure to the conditions causing or aggravating such bodily injury by disease must occur during the policy period. B. We Will Pay We will pay an amount equal to the benefits that would be required of you as if you and your employees were subject to the workers' compensation law of any state shown in Item 3.A. of the Information Page. We will pay those amounts to the persons who would be entitled to them under the law. C. Exclusion This insurance does not cover: 1. any obligation imposed by workers' compensation or occupational disease law or any similar law. 2. bodily injury intentionally caused or aggravated by you. 3. officers or employees who have elected not to be subject to the state workers' compensation law. 4. partners or sole proprietors not covered under the Standard Sole Proprietors, Partners, Officers and Others Coverage Endorsement. D. Before We Pay Before we pay benefits to the persons entitled to them, they must: 1. Release you and us, in writing, of all responsibility for the injury or death. 2. Transfer to us their right to recover from others who may be responsible for the injury or death. 3. Cooperate with us and do everything necessary to enable us to enforce the right to recover from others. If the persons entitled to the benefits of this insurance fail to do those things, our duty to pay ends at once. If they claim damages from you or from us for the injury or death, our duty to pay ends at once. E. Recovery From Others If we make a recovery from others, we will keep an amount equal to our expenses of recovery and the benefits we paid. We will pay the balance to the persons entitled to it. If the persons entitled to the benefits of this insurance make a recovery from others, they must reimburse us for the benefits we paid them. F. Employers' Liability Insurance Part Two (Employers' Liability Insurance) applies to bodily injury covered by this endorsement as though the State of Employment was shown in Item 3.A. of the Information Page. This provision 6. does not apply in New Jersey or Wisconsin. EMPLOYERS' LIABILITY STOP GAP COVERAGE 7. Employers' Liability Stop Gap Coverage A. This coverage only applies in Montana, North Dakota, Ohio, Washington, West Virginia and Wyoming. B. Part One (Workers' Compensation Insurance) does not apply to work in states shown in Paragraph A above. C. Part Two (Employers' Liability Insurance) applies in the states, shown in Paragraph A., as though they were shown in Item 3.A. of the Information Page. D. Part Two, Section C. Exclusions is changed by adding these exclusions. This insurance does not cover; 5. bodily injury intentionally caused or aggravated by you or in Ohio bodily injury resulting from an act which is determined by an Ohio court of law to have been committed by you with the belief than an injury is substantially certain to occur. However, the cost of defending such claims or suits in Ohio is covered. 13. bodily injury sustained by any member of the flying crew of any aircraft. 14. any claim for bodily injury with respect to which you are deprived of any defense or defenses or are otherwise subject to penalty because of default in premium under the provisions of the workers' compensation law or laws of a state shown in Paragraph A. E. This insurance applies to damages for which you are liable under West Virginia Code Annot. S 23-4-2. Form WC 99 03 01 B Printed in U.S.A. (Ed. 8/00) Page 3 of 6 EXTENDED OPTIONS 1. Employers' Liability Insurance Item 3.13. of the Information Page is replaced by the following: B. Employers' Liability Insurance: 1. Part Two of the policy applies to work in each state listed in Item 3.A. The Limits of Liability under Part Two are the higher of: Bodily Injury by Accident $500,000 Each Accident Bodily Injury by Disease $500,000 Policy Limit Bodily Injury by Disease $500,000 Each Employee M 2. The amount shown in the Information Page. This provision 1 of EXTENDED OPTIONS does not apply in New York because the Limits Of Our Liability are unlimited. In this provision the limits are changed from $500,000 to $1,000,000 in California. 2. Unintentional Failure to Disclose Hazards If you unintentionally should fail to disclose all existing hazards at the inception date of your policy, we shall not deny coverage under this policy because of such failure. 3. Waiver of Our Right To Recover From Others A. We have the right to recover our payments from anyone liable for an injury covered by this policy. We will not enforce our right against any person or organization for whom you perform work under a written contract that requires you to obtain this agreement from us. This agreement shall not operate directly or indirectly to benefit anyone not named in the agreement. B. This provision 3. does not apply in the states of Pennsylvania and Utah. 4. Foreign Voluntary Compensation and Employers' Liability Reimbursement A. How This Reimbursement Applies This reimbursement provision applies to bodily injury by accident or bodily injury by disease. Bodily injury includes resulting death. 1. The bodily injury must be sustained by an officer or employee. 2. The bodily injury must occur in the course of employment necessary or incidental to work in a country not listed in Exclusion C.1. of this provision. 3. Bodily injury by accident must occur during the policy period. 4. Bodily injury by disease must be caused or aggravated by the conditions of your employment. The officer or employee's last exposure to those conditions of your employment must occur during the policy period. B. We Will Reimburse We will reimburse you for all amounts paid by you whether such amounts are: 1. voluntary payments for the benefits that would be required of you if you and your officers or employees were subject to any workers' compensation law of the state of hire of the individual employee. 2. sums to which Part Two (Employers' Liability Insurance) would apply if the Country of Employment were shown in Item 3.A. of the Information Page. C. Exclusions This insurance does not cover: 1. any occurrences in the United States, Canada, and any country or jurisdiction which is the subject of trade or economic sanctions imposed by the laws or regulations of the United States of America in effect as of the inception date of this policy. 2. any obligation imposed by a workers' compensation or occupational disease law, or similar law. 3. bodily injury intentionally caused or aggravated by you. Form WC 99 03 01 B Printed in U.S.A. (Ed. 8/00) Page 4 of 6 4. liability for any consequence, whether direct or indirect, of war, invasion, act of Foreign enemy, hostilities (whether war be declared or not), civil war, rebellion, revolution, insurrection or military or usurped power. No endorsement now or subsequently attached to this policy shall be construed as overriding or waiving this limitation unless specific reference is made thereto. D. Before We Pay Before we reimburse you for the benefits to the persons entitled to them, you must have them: 1. release you and us, in writing, of all responsibility for the injury or death, 2. transfer to us their right to recover from others who may be responsible for their injury or death, 3. cooperate with us and do everything necessary to enable us to enforce the right to recover from others. If the persons entitled to the benefits paid fail to do these things, our duty to reimburse ends at once. If they claim damages from us for the injury or death, our duty to reimburse ends at once. E. Recovery From Others If we make a recovery from others, we will keep an amount equal to our expenses of recovery and the benefits we reimbursed. We will pay the balance to the persons entitled to it. If persons entitled to the benefits make a recovery from others, they must repay us for the amounts that we have reimbursed you. F. Reimbursement for Actual Loss Sustained This endorsement provides only for reimbursement for the loss you actually sustain. In order for you to recover loss or expenses under this reimbursement you must: 1. actually sustain and pay the loss or expense in money after trial, or 2. secure our consent for the payment of the loss or expense. G. Repatriation Our reimbursement includes the additional expenses of repatriation to the United States of America necessarily incurred as a direct result of bodily injury. Our reimbursement shall be limited as follows: 1. to the amount by which such expenses exceed the normal cost of returning the officer or employee if in good health, or 2. in the event of death, to the amount by which such expenses exceed the normal cost of returning the officer or employee if alive and in good health. In no event shall our reimbursement exceed the bodily injury by accident limit shown in Item 3.6. of the Information Page as respects any one such officer or employee whether dead or alive. H. Endemic Disease The word "disease" includes any endemic diseases. The coverage applies as if endemic diseases were included in the provisions of the workers' compensation law. 5. Longshore and Harbor Workers' Compensation Act Coverage General Section C. Workers' Compensation Law is replaced by the following: C. Workers' Compensation Law Workers' Compensation Law means the workers or workers' compensation law and occupational disease law of each state or territory named in Item 3.A. of the Information Page and the Longshore and Harbor Workers' Compensation Act (33 USC Sections 901- 950). It includes any amendments to those laws that are in effect during the policy period. It does not include any other federal workers or workers' compensation law, other federal occupational disease law or the provisions of any law that provide nonoccupational disability benefits. Part Two (Employers' Liability Insurance), C. Exclusions, exclusion 8, does not apply to work subject to the Longshore and Harbor Workers' Compensation Act. This coverage does not apply to work subject to the Defense Base Act, the Outer Continental Shelf Lands Act, or the Nonappropriated Fund Instrumentalities Act. Form WC 99 03 01 B Printed in U.S.A. (Ed. 8/00) Page 5 of 6 SECTION III 1. SCHEDULE OF COVERED STATES A. This endorsement only applies in the states listed in this Schedule of Covered States. C. Schedule of Covered States: Countersigned by B. If a state, shown in Item 3.A. of the Information Page, approves this endorsement after the effective date of this policy, this endorsement will apply to this policy. The coverage will apply in the new state on the effective date of the state approval. Authorized Representative Form WC 99 03 01 B Printed in U.S.A. (Ed. 8/00) Page 6 of 6 transpogroup Agr WHAT TRANSPORTATION CAN BE. Project Contract Signature Authority The Principals of the firm are solely authorized to sign legally binding project contracts on behalf of the firm. Prior to signing, all contracts must be reviewed by the firm's risk management. The following Principals are delegated authority to sign legally binding project contracts: Bruce R. Haldors Hicham F. Chatila Michael J. Swenson Kevin R. Collins Jon C. Pascal Daniel G. McKinney Kevin L. Jones Patrick B. Lynch John H. Duesing Approved by: &Yov� ?�uce R. Ha President/CEO Transpo Group USA, Inc. Last updated: March 18, 2020 12131 113th Avenue NE, Suite 203, Kirkland, WA 98034 1 425.821.3665 1 CranspogroUP.com 5/13/2021 Corporations and Charities System i 1.� ; es -CA ris-and Charities Filing System BUSINESS INFORMATION Business Name: TRANSPO GROUP USA, INCORPORATED UBI Number: 603 258 009 Business Type: WA PROFIT CORPORATION Business Status: ACTIVE Principal Office Street Address: 12131 113TH AVE NE STE 203, KIRKLAND, WA, 98034-6944, UNITED STATES Principal Office Mailing Address: 12131 113TH AVE NE STE 203, KIRKLAND, WA, 98034-69", UNITED STATES Expiration Date: 12/312021 Jurisdiction: UNITED STATES, WASHINGTON Formation/ Registration Date: 12/052012 Period of Duration: PERPETUAL Inactive Date: Nature of Business: PROFESSIONAL, SCIENTIFIC & TECHNICAL SERVICES REGISTERED AGENT INFORMATION BRUCE HALDORS 12131 113TH AVE NE STE 203, KIRKLAND, WA, 98034-6944, UNITED STATES Registered Agent Name: Street Address: Mailing Address: 12131 113TH AVE NE STE 203, KIRKLAND, WA, 98034-6944, UNITED STATES GOVERNORS Title Governors Type Entity Name First Name Last Name GOVERNOR INDIVIDUAL BRUCE HALDORS GOVERNOR INDIVIDUAL MCKINNEYJR DANIEL GOVERNOR INDIVIDUAL SWENSON MICHAEL GOVERNOR INDIVIDUAL BRINKERHOFF SARAH https://ccfs.sos.wa.gov/#/BusinessSearch/Businesslnformation 1 /2 5/13/2021 Corporations and Charities System Back Filing History Name History Print Return to Business Search https://ccfs.sos.wa.gov/#/BusinessSearch/Businessinformation 2/2 5/13/2021 Washington State Department of Revenue v)VasPincjtoi1 State Department of Revenue < Business Lookup License Information: Entity name: TRANSPO GROUP USA, INCORPORATED Business name: TRANSPO GROUP USA, INCORPORATED Entity type: Profit Corporation UBI #: 603-258-009 Business ID: 001 Location ID: 0001 Location: , Active Location address: 12131 113TH AVE NE STE 203 KIRKLAND WA 98034-6944 Mailing address: 12131 113TH AVE NE STE 203 KIRKLAND WA 98034-6944 Excise tax and reseller permit status: Click here Secretary of State status: Click here Endorsements Endorsements held at this location License # Count Bainbridge Island General Business - Non -Resident Bellingham General Business 053257 Blaine General Business - Non - Resident Carnation General Business - Non -Resident Covington General Business - Non -Resident Edgewood General Business - Non -Resident Federal Way General Business - 17-104304-00-BL Non -Resident Ferndale General Business - 60089 Non -Resident ill: New search Back to results Page 1 of 2 Filter Details Status Expiration date First issuance dat Active Dec-31-2021 Apr-24-2019 Active Feb-20-2014 Active Dec-31-2021 Mar-11-2014 Active Dec-31-2021 Feb-24-2014 Active Aug-31-2021 Nov-25-2020 Active Dec-31-2021 Feb-21-2014 Active Dec-31-2021 Sep-07-2017 Active Dec-31-2021 Jun-24-2020 hftps://secure.dor.wa.gov/gteunauth/—,/#3 1/2 5/13/2021 Washington State Department of Revenue Endorsements held at this location License # Count Details Status Issaquah General Business - Active Non -Resident Kirkland General Business BU527640 Lakewood General Business - BL15-00157 Non -Resident Longview General Business - 795894 Non -Resident Marysville General Business - 3665SVC114 Non -Resident Mercer Island General Business - 170419 Non -Resident Milton General Business - Non - Resident Governing People Mayc-&Gd.y�_gp-pfa *hS—a�ryorstore Governing people Title DANIEL, MCKINNEY 1R G HALDORS, BRUCE R MICHAEL, SWENSON J SARAH, BRINKERHOFF A Registered Trade Names Expiration date First issuance dat Dec-31-2021 Feb-24-2014 Active Dec-31-2021 Jan-06-2019 Active Dec-31-2021 Apr-09-2015 Active Dec-31-2021 Oct-11-2017 Active Dec-31-2021 Feb-28-2014 Active Dec-31-2021 Oct-09-2019 Active Dec-31-2021 Dec-23-2019 Registered trade names Status First issued TRANSPO Active Feb-25-2021 The Business Lookup information is updated nightly. 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