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AG 21-191 - KPG, PSRETURN TO: PW ADMIN EXT: 2700 ID #: 3965 CITY OF FEDERAL WAY LAW DEPARTMENT ROUTING FORM 1. ORIGINATING DEPT/DIV: PUBLIC WORKS / Capital Projects 2. ORIGINATING STAFF PERSON: .JOhn Mulkey EXT: 2722 3. DATE REQ. BY: 9/13/21 3. TYPE OF DOCUMENT (CHECK ONE): p 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-9): ❑ INTERLOCAL ❑ OTHER WSDOT Form 4. PRO.IECTNA.ME: S 356th Street Widening and Culvert Replacement Project 5. NAME OF CONTRACTOR: KPG, PS ADDRESS: 3131 Elliott Ave N, Suite 400, Seattle, WA 98121 TELEPHONE: 206-267-1052 E-MAIL: nelson@koa.com FAX: SIGNATURE NAME: Nelson Davis TITLE: President 6. EXHIBITS AND ATTACHMENTS: 0 SCOPE, WORK OR SERVICES 0 COMPENSATION 0 INSURANCE REQUIREMENTS/CERTIFICATE p ALL OTHER REFERENCED EXHIBITS 0 PROOF OF AUTHORITY TO SIGN ❑ REQUIRED LICENSES ❑ PRIOR CONTRACT/AMENDMENTS CFW LICENSE # 06-101042-00 BL, EXP. 12/31/ 5/a UBI # 601248468 , EXP. / / 7. TERM: COMMENCEMENT DATE: Upon erection \'L- COMPLETION DATE: 12/31/2023 8. TOTAL COMPENSATION: $ 198,862.00 (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: $ IS SALES TAX OWED: ❑ YES ❑ NO IF YES, $ PAID BY: 0 CONTRACTOR ❑ CITY RETAINAGE: RETAINAGE AMOUNT: N/A o RETAINAGE AGREEMENT (SEE CONTRACT) OR ❑ RETAINAGE BOND PROVIDED ❑ PURCHASING: PLEASE CHARGE TO: d34272-24100 and d36229-25060 9. DOCUMENT / CONTRACT REVIEW INITIAL / DATE REVIEWED INITIAL / DATE APPROVED 6 PROJECT MANAGER JRM 8/30/2021 6 DIVISION MANAGER SLH 8/30/2021 8 DEPUTY DIRECTOR DSW 11/23/21 8 DIRECTOR DSW 1211/21 ❑ RISK MANAGEMENT (IF APPLICABLE) 6 LAW DEPT KVA 11/29/2021 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: IL 10%1 Z\ DATE REC' D: 4skn ❑ 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 ❑ LAW DEPT SIGNATORY (MAYOR OR DIRECTOR) f CITY CLERK " ASSIGNED AG # ❑ SIGNED COPY RETURNED F SENT: COMMENTS: EXECUTE " 1 " ORIGINALS WSDOTfam -cannot revise 1/2020 Local Agency A&E Professional Services Cost Plus Fixed Fee Consultant Agreement Agreement Number: Firm/Organization Legal Name (do not use dba's): KPG, PS Address Federal Aid Number 3131 Elliott Ave N, Suite 400, Seattle, WA 98121 UBI Number Federal TIN or SSN Number 601248468 91-1477662 Execution Date Completion Date 12 11L-1 /202\ 12/31/2023 1099 Form Required Federal Participation ❑ Yes 0 No ❑i Yes ❑ No Project Title S 356th Street Widening and Culvert Replacement Project Description of Work The work will provide the initial phase of architectural and engineering, and related professional services including survey, design, geotechnical, environmental documentation, right-of-way services, and construction management for the S 356th Street Widening and Culvert Replacement Project as described in Exhibit A. More specifically, this project will widen S 356th Street between 1st Avenue S and Pacific Highway S (SR 99) to four lanes plus bicycle lanes including HMA overlay, modular block retaining walls, storm drainage, street lighting, signage, striping and pavement markings, curb and gutter, sidewalks, ADA upgrades, mid -block pedestrian crossing, landscape strips and landscape restoration, utility undergrounding or relocation/replacement as necessary, as well as replacing the existing culvert for the West Branch Hylebos Creek with a new box culvert that will support the roadway section and provide fish passage . ❑ Yes ❑ No DBE Participation Total Amount Authorized: $198,862.00 ❑ Yes ❑ No MBE Participation Management Reserve Fund: $0.00 ❑ Yes ❑ No WBE Participation ❑ Yes ❑ No SBE Participation Maximum Amount Payable: $198,862.00 Index of Exhibits Exhibit A Scope of Work Exhibit B DBE Participation 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 Cost Plus Fixed Fee Consultant Agreement Revised 0210112021 Page 1 of 14 THIS AGREEMENT, made and entered into as shown in the "Execution Date" box on page one (1) of this AGREEMENT, between the City of Federal Way hereinafter called the "AGENCY," and the "Firm / Organization Name" referenced on page one (1) of this AGREEMENT, hereinafter called the "CONSULTANT." WHEREAS, the AGENCY desires to accomplish the work referenced in "Description of Work" on page one (1) of this AGREEMENT and hereafter called the "SERVICES;" and does not have sufficient staff to meet the required commitment and therefore deems it advisable and desirable to engage the assistance of a CONSULTANT to provide the necessary SERVICES; and WHEREAS, the CONSULTANT represents that they comply with the Washington State Statutes relating to professional registration, if applicable, and has signified a willingness to furnish consulting services to the AGENCY. NOW, THEREFORE, in consideration of the terms, conditions, covenants, and performance contained herein, or attached and incorporated and made a part hereof, the parties hereto agree as follows: I. 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. General Scope of Work The Scope of Work and projected level of effort required for these SERVICES is described in Exhibit "A" attached hereto and by this reference made a part of this AGREEMENT. The General Scope of Work was developed utilizing performance based contracting methodologies. 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 A&E Professional Services Cost Plus Fixed Fee Consultant Agreement Page 2 of 14 Revised 0210112021 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 DBE goal, a voluntary SBE goal amount of ten percent of the Consultant Agreement is established. The Consultant shall develop 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 (including Prime) involved with this AGREEMENT into the wsdot.diversitycompliance.com program. Payment information shall identify any DBE Participation. All Reports, PS&E materials, and other data furnished to the CONSULTANT by the AGENCY shall be returned. All electronic files, prepared by the CONSULTANT, must meet the requirements as outlined in Exhibit "C — Preparation and Delivery of Electronic Engineering and other Data." All designs, drawings, specifications, documents, and other work products, including all electronic files, prepared by the CONSULTANT prior to completion or termination of this AGREEMENT are instruments of service for these SERVICES, and are the property of the AGENCY. Reuse by the AGENCY or by others, acting through or on behalf of the AGENCY of any such instruments of service, not occurring as a part of this SERVICE, shall be without liability or legal exposure to the CONSULTANT. Any and all notices or requests required under this AGREEMENT shall be made in writing and sent to the other party by (i) certified mail, return receipt requested, or (ii) by email or facsimile, to the address set forth below: If to AGENCY: Name: John Mulkey, P.E. Agency: City of Federal Way Address: 33325 8th Ave S City: Federal Way State: WA Zip: 98003 Email: john.mulkey@cityoffederalway.com Phone: 253-835-2722 Facsimile: 253-835-2709 IV. Time for Beginning and Completion If to CONSULTANT: Name: Nelson Davis, P.E. Agency: KPG, PS Address: 3131 Elliott Ave N City: Seattle Email: nelson@kpg.com Phone: 206-267-1052 Facsimile: State: WA Zip: 98121 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 Cost Plus Fixed Fee Consultant Agreement Revised 0210112021 Page 3 of 14 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, specified in Section Il, "Scope of Work". The CONSULTANT shall conform to all applicable portions of 48 CFR Part 31 (www.ecfr.gov). The estimate in support of the Cost Plus Fixed Fee amount is attached hereto as Exhibits "D" and "E" and by this reference made part of this AGREEMENT. A. Actual Costs: Payment for all consulting services for this PROJECT shall be on the basis of the CONSULTANT'S actual cost plus a fixed fee. The actual cost shall include direct salary cost, indirect cost rate, and direct non -salary costs. 1. Direct (RAW) Labor Costs: The Direct (RAW) Labor Cost is the direct salary paid to principals, professional, technical, and clerical personnel for the time they are productively engaged in work necessary to fulfill the terms of this AGREEMENT. The CONSULTANT shall maintain support data to verify the direct salary costs billed to the AGENCY. 2. Indirect Cost Rate (ICR) Costs: ICR Costs are those costs, other than direct costs, which are included as such on the books of the CONSULTANT in the normal everyday keeping of its books. Progress payments shall be made at the ICR rates shown in attached Exhibits "D" and "E" of this AGREEMENT. Total ICR payment shall be based on Actual Costs. The AGENCY agrees to reimburse the CONSULTANT the actual ICR costs verified by audit, up to the Maximum Total Amount Payable, authorized under this AGREEMENT, when accumulated with all other Actual Costs. A summary of the CONSULTANT'S cost estimate and the ICR percentage is shown in Exhibits "D" and "E", attached hereto and by this reference made part of this AGREEMENT. The CONSULTANT (prime and all A&E sub -consultants) will submit to the AGENCY within six (6) months after the end of each firm's I fiscal year, an ICR schedule in the format required by the AGENCY (cost category, dollar expenditures, etc.) for the purpose of adjusting the ICR rate for billings received and paid during the fiscal year represented by the ICR schedule. It shall also be used for the computation of progress payments during the following year and for retroactively adjusting the previous year's ICR cost to reflect the actual rate. The ICR schedule will be sent to Email: ConsultantRates@wsdot.wa.gov. Failure to supply this information by either the prime CONSULTANT or any of their A&E sub -consultants I shall cause the AGENCY to withhold payment of the billed ICR costs until such time as the required information is received and an overhead rate for billing purposes is approved. The AGENCY's Project Manager and/or the Federal Government may perform an audit of the CONSULTANT'S books and records at any time during regular business hours to determine the actual ICR rate, if they so desire. Direct Non -Salary Costs: Direct Non -Salary Costs will be reimbursed at the Actual Cost to the CONSULTANT. (excluding Meals, which are reimbursed at the per diem rates identified in this section) These charges may include, but are not limited to, the following items: travel, printing, long distance telephone, supplies, computer charges and fees of sub -consultants. Air or train travel will be reimbursed only to economy class levels unless otherwise approved by the AGENCY. The CONSULTANT shall comply with the rules and regulations regarding travel costs (excluding air, train, and rental car costs) in accordance with WSDOT's Accounting Manual M 13-82, Chapter 10 — Travel Rules and Procedures, and revisions thereto. Air, train, and rental car costs shall be reimbursed in accordance with 48 Code of Federal Regulations (CFR) Part 31.205-46 "Travel Costs." The billing for Direct Non -Salary Costs shall include an itemized listing of the charges directly identifiable with the PROJECT. The CONSULTANT shall maintain the original supporting documents in their office. Copies of the original supporting documents shall be supplied to the AGENCY upon request. All above charges must be necessary for the services provided under this AGREEMENT. Agreement Number: Local Agency A&E Professional Services Cost Plus Fixed Fee Consultant Agreement Page 4 of 14 Revised 0210112021 4. Fixed Fee: The Fixed Fee, which represents the CONSULTANT'S profit, is shown in attached Exhibits "D" and "E" of this AGREEMENT. This fee is based on the Scope of Work defined in this AGREEMENT and the estimated person -hours required to perform the stated Scope of Work. In the event the CONSULTANT enters into a supplemental AGREEMENT for additional work, the supplemental AGREEMENT may include provisions for the added costs and an appropriate additional fee. The Fixed Fee will be prorated and paid monthly in proportion to the percentage of work completed by the CONSULTANT and reported in the Monthly Progress Reports accompanying the billings. Any portion of the Fixed Fee earned but not previously paid in the progress payments will be covered in the final payment, subject to the provisions of Section IX entitled "Termination of Agreement." 5. Management Reserve Fund (MRF): The AGENCY may desire to establish MRF to provide the Agreement Administrator with the flexibility to authorize additional funds to the AGREEMENT for allowable unforeseen costs, or reimbursing the CONSULTANT for additional work beyond that already defined in this AGREEMENT. Such authorization(s) shall be in writing and shall not exceed the lesser of $100,000 or 10% of the Total Amount Authorized as shown in the heading of this AGREEMENT. The amount included for the MRF is shown in the heading of this AGREEMENT. This fund may not be replenished. Any changes requiring additional costs in excess of the MRF shall be made in accordance with Section XIII, "Extra Work." 6. Maximum Total 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. The Maximum Total Amount Payable is comprised of the Total Amount Authorized, and the MRF. The Maximum Total 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. B. Monthly Progress Payments: The CONSULTANT may submit billings to the AGENCY for reimbursement of Actual Costs plus the ICR and calculated fee on a monthly basis during the progress of the work. Such billings shall be in a format approved by the AGENCY and accompanied by the monthly progress reports required under Section III, "General Requirements" of this AGREEMENT. The billings will be supported by an itemized listing for each item including Direct (RAW) Labor, Direct Non -Salary, and allowable ICR Costs to which will be added the prorated Fixed Fee. To provide a means of verifying the billed Direct (RAW) Labor costs for CONSULTANT employees, the AGENCY may conduct employee interviews. These interviews may consist of recording the names, titles, Direct (RAW) Labor rates, and present duties of those employees performing work on the PROJECT at the time of the interview. C. 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 work 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. 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. Agreement Number: Local AgencyA&E Professional Services Cost Plus Fixed Fee Consultant Agreement Page 5 of 14 Revised 0210112021 D. Inspection of Cost Records: The CONSULTANT and their sub -consultants shall keep available for inspection by representatives of the AGENCY and the United States, for a period of six (6) years after receipt of final payment, the cost records and accounts pertaining to this AGREEMENT and all items related to or bearing upon these records with the following exception: if any litigation, claim or audit arising out of, in connection with, or related to this AGREEMENT is initiated before the expiration of the six (6) year period, the cost records and accounts shall be retained until such litigation, claim, or audit involving the records is completed. An interim or post audit may be performed on this AGREEMENT. The audit, if any, will be performed by the State Auditor, WSDOT's Internal Audit Office and/or at the request of the AGENCY's Project Manager. 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 Agreement Number: Local Agency A&E Professional Services Cost Plus Fixed Fee Consultant Agreement Page 6 of 14 Revised 0210112021 Compensation Act on behalf of said employees or other persons while so engaged, and any and all claims made by a third parry 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. VIII. Nondiscrimination During the performance of this AGREEMENT, the CONSULTANT, for itself, its assignees, sub -consultants, subcontractors and successors in interest, agrees to comply with the following laws and regulations: • Title VI of the Civil Rights Act of 1964 (42 U.S.C. Chapter 21 Subchapter V § 2000d through 2000d-4a) • Federal -aid Highway Act of 1973 (23 U.S.C. Chapter 3 § 324) • Rehabilitation Act of 1973 (29 U.S.C. Chapter 16 Subchapter V § 794) • Age Discrimination Act of 1975 (42 U.S.C. Chapter 76 § 6101 et. seq.) • Civil Rights Restoration Act of 1987 (Public Law 100-259) • American with Disabilities Act of 1990 (42 U.S.C. Chapter 126 § 12101 et. seq.) • 23 CFR Part 200 • 49 CFR Part 21 • 49 CFR Part 26 • RCW 49.60.180 In relation to Title VI of the Civil Rights Act of 1964, the CONSULTANT is bound by the provisions of Exhibit "F" attached hereto and by this reference made part of this AGREEMENT, and shall include the attached Exhibit "F" in every sub -contract, including procurement of materials and leases of equipment, unless exempt by the Regulations or directives issued pursuant thereto. IX. Termination of Agreement The right is reserved by the AGENCY to terminate this AGREEMENT at any time with or without cause upon ten (10) days written notice to the CONSULTANT. In the event this AGREEMENT is terminated by the AGENCY, other than for default on the part of the CONSULTANT, a final payment shall be made to the CONSULTANT for actual hours charged 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 Agreement Number: Local Agency A&E Professional Services Cost Plus Fixed Fee Consultant Agreement Page 7 of 14 Revised 0210112021 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. 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. Agreement Number: Local Agency A&E Professional Services Cost Plus Fixed Fee Consultant Agreement Page 8 of 14 Revised 0210112021 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 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. Agreement Number: Local Agency A&E Professional Services Cost Plus Fixed Fee Consultant Agreement Page 9 of 14 Revised 0210112021 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. Insurance Coverage A. Worker's compensation and employer's liability insurance as required by the STATE. B. Commercial general liability insurance written under ISO Form CG 00 01 12 04 or its equivalent with minimum limits of one million dollars ($1,000,000.00) per occurrence and two million dollars ($2,000,000.00) in the aggregate for each policy period. C. Business auto liability insurance written under ISO Form CG 00 01 10 01 or equivalent providing coverage for any "Auto" (Symbol 1) used in an amount not less than a one million dollar ($1,000,000.00) combined single limit for each occurrence. Excepting the Worker's Compensation Insurance and any Professional Liability Insurance, the STATE and AGENCY, their officers, employees, and agents will be named on all policies of CONSULTANT and any sub - consultant and/or subcontractor as an additional insured (the "AIs"), with no restrictions or limitations concerning products and completed operations coverage. This coverage shall be primary coverage and non-contributory and any coverage maintained by the AIs shall be excess over, and shall not contribute with, the additional insured coverage required hereunder. The CONSULTANT's and the sub -consultant's and/or subcontractor's insurer shall waive any and all rights of subrogation against the AIs. The CONSULTANT shall furnish the AGENCY with verification of insurance and endorsements required by this AGREEMENT. The AGENCY reserves the right to require complete, certified copies of all required insurance policies at any time. All insurance shall be obtained from an insurance company authorized to do business in the State of Washington. The CONSULTANT shall submit a verification of insurance as outlined above within fourteen (14) days of the execution of this AGREEMENT to: Name: John Mulkey, P.E. Agency: City of Federal Way Address: 33325 8th Ave S City: Federal Way State: WA Zip: 98003 Email: john.mulkey@cityoffederalway.com Phone: 253-835-2722 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. Agreement Number: Local AgencyA&E Professional Services Cost Plus Fixed Fee Consultant Agreement Page 10 of 14 Revised 0210112021 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. 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 inAGREEMENT'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. Agreement Number: Local AgencyABE Professional Services Cost Plus Fixed Fee Consultant Agreement Page 11 of 14 Revised 0210112021 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. 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 parry 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. Agreement Number: Local AgencyA&E Professional Services Cost Plus Fixed Fee Consultant Agreement Page 12 of 14 Revised 0210112021 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 parry at the conclusion of the SERVICES under this AGREEMENT. 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 parry that is not acting as an agent or representative for the other party; (iii) is independently developed by or for the other parry; (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, Agreement Number: Local Agency A&E Professional Services Cost Plus Fixed Fee Consultant Agreement Page 13 of 14 Revised 0210112021 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. For purposes of this AGREEMENT, "ESP' 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. -_'A L��-- Signature r t2,32,-L. Zt Date V--1y /,7V 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 Cost Plus Fixed Fee Consultant Agreement Page 14 of 14 Revised 0210112021 See Scope of Work prepared by KPG, P.S., attached as Exhibit A. Exhibit A Scope of Work Project No. Agreement Number: Exhibit A - Local Agency A&E Professional Services Cost Plus Fixed Fee Consultant Agreement Revised 0210112021 Page 1 of 1 EXHIBIT A-1 City of Federal Way 356T" Street Widening & Culvert Replacement 1 It Ave S to SR 99 (Pac Hwy) KPG Scope of Work November 4, 2021 A. PROJECT PURPOSE & DESCRIPTION This work shall consist of providing preliminary engineering services for the City of Federal Way for the 356th Street Widening and Culvert Replacement Project. The goal of the project is to complete conceptual roadway and culvert design layout utilizing City of Federal Way typical four lane section and high-level hydraulic analysis for culvert sizing in order to best position the project to advance design and to pursue grant funding for future design and construction phases. The Project is located in Federal Way along 356th Street between 1 It Ave S and SR 99. The purpose of 356th Street Widening and Culvert Replacement is to remove the fish barrier at the existing culvert crossing for the West Branch Hylebos Creek and to improve corridor operations for non -motorized and motorized users by widening to four travel lanes with designated bicycle and sidewalk facilities as well as replacing the existing culvert with a new box culvert(s) that will support the roadway section and provide fish passage. This project scope includes survey and basemapping, conceptual roadway design layout, memorandum identifying existing conditions, threshold discharge areas (TDA), and requirements for stormwater collection, treatment, and detention facilities, and preliminary hydraulic analysis for fish passage culvert design. Anticipated List of Proposed Improvements for Final Design (NOT IN SCOPE) Proposed Improvements for 356th Street include: Roadway widening to provide four travel lanes and turning access. Installation of curb, gutter and sidewalk along both sides of the roadway. Installation of bicycle facilities along both sides of roadway. Stormwater collection, treatment, and detention facilities. Fish Passage Crossing to support roadway section. Retaining walls to support roadway prism. ADA facilities at intersections, crossings, and pedestrian connections. c Undergrounding of aerial power, phone, and cable distribution lines. o Relocation of high voltage electrical transmission lines. C Installation of a new roadway illumination system. U Channelization and signage. 0 Landscape restoration and mitigation in existing West Hylebos Wetland. Project Limits 356th Street improvements extend from 1 It Ave S signalized intersection to SR 99 signalized intersection. Improvements will transition to match the existing roadway section in the vicinity of 1st Ave S to the West and SR 99 to the East. The existing signalized intersections and driveways will be improved to the minimum extent necessary to provide a smooth transition into 356 Street. City of Federal Way Page 1 of 7 KPG 356"' Street Widening & Culvert Replacement 11/4/21 B. OVERALL PROJECT SCOPE ASSUMPTIONS The following overall project assumptions include: • Consultant will prepare a survey notification letter to be sent out by the City on City letterhead to gain access to adjacent private properties for field survey. • There are no known contaminated sites within the project limits. ® This scope does not include Community or Stakeholder Outreach. • Design files will utilize 2018 CADD and 2018 C3D. C. CITY PROVIDED ITEMS The City will provide or obtain the following items: • GIS data on existing utilities, sensitive area delineations and other available information. • Past 90% design documents and reports relative to the work including geotechnical borings, TIR Reports, and Environmental Assessments (included with RFQ). • Past 90% Roadway Plan set from 1997 (included with RFQ). D. DELIVERABLES Deliverables prepared by the Consultant are identified at the end of each task. E. SCOPE OF WORK TASK 1 — PROJECT MANAGEMENT 1.1 The Consultant shall provide continuous project management administration through the duration of conceptual roadway design layout. (Estimate 8 months). Project set-up and execute agreement • Execution of subcontractor agreements • Preparation of monthly progress reports and invoices • Project staff management and coordination Subcontractor management and coordination Prepare and update project schedule ID Schedule and budget monitoring 1.2 The Consultant shall coordinate with City staff, including preparation and attendance of coordination meetings through the duration of conceptual design. Level of effort for this task is based on an average of two Consultant staff at each of the following meetings: • One formal kickoff meeting at project start. Monthly meetings with City throughout the project duration (estimate 8). Task 1 Assumptions: • City will provide virtual hosting platform for coordination meetings. Monthly meetings will be conducted through virtual platform. City of Federal Way Page 2 of 7 KPG 356`' Street Widening & Culvert Replacement 1114121 Task 1 Deliverables: • Monthly billing with progress reports • Meeting minutes • Project schedule using Microsoft Project TASK 2 — TOPOGRAPHIC SURVEY & UTILITY MAPPING Limits of survey shall be as follows: Approximately 3150 linear feet along 356th Street from intersection of 1 It Ave S to intersection of SR 99; 120 feet wide, 60 feet each side of the 356th Street centerline; 0 150 feet in each direction at 1It Ave S and S 356th Street Intersection, 120 feet wide, 60 feet each side of center line; 9.3 acres of the West Hylebos Wetlands (4.3 acres north and 5.0 acres south of S 356th Street), will be determined from available LIDAR. Limited ground survey will include the following in order to verify LIDAR accuracy at key locations: 1) Stream thalwegs at approximately 50-foot intervals; 2) Up to 7 stream cross sections perpendicular to direction of flow picking up the bench, top of banks, toe of banks, thalweg and any breaks in slope across the section. Extend cross sections to 25 feet beyond top of bank; 3) Wetland and Ordinary High Water Mark (OHWM) flags and 4)) Significant trees within 50 feet of road centerline. 2.1 The Consultant shall establish horizontal and vertical control points along the corridor and within the project limits described above. Basis of control will be City of Federal Way Datum as used on the previous South 356th Street — Pacific Highway to Enchanted Parkway South, KPG project no. 13082. Approximately 12 control points will be established and will be made available for use during construction. The Consultant will locate, field survey, and calculate positions for all monuments and control points throughout the project limits, using the Washington State plane coordinate system. Conventional or GPS surveying methods will be used on this project. Monuments or corners to be located and field surveyed include the following: Section Corners Side street monuments • Monuments on South 356th Street, centerline, construction and any monument shown or found as indicated on survey records. 2.2 The Consultant shall perform note reduction of the field survey data. 2.3 The Consultant shall conduct mapping work to prepare 1 "=20' topographic base map and digital terrain model (DTM) in AutoCAD format of the project within the limits described above. The base map will include building faces, building corners, building awnings, signs, significant trees, curbs, sidewalks, utility poles, signal poles and other surface features with in the mapping area as describe above. One -foot contours will be generated from the DTM. Field survey to establish existing pavement surface elevation on Pacific Highway South and all side streets within the limits of the project described above. Profiles of the existing roadway surface will be surveyed along the fog lines and along two-way left -turn lane lines City of Federal Way Page 3 of 7 KPG 356"' Street Widening & Culvert Replacement 1114121 and at the roadway crown line. Points will be surveyed at approximately 50-ft intervals on Pacific Highway South and all side streets within the project limits. 2.4 The Consultant shall conduct field survey to locate paint marks in Task 2.7 at 50-ft intervals and surface feature (valves, manholes, catch basins, junction boxes, vaults). Irrigation systems will not be included. The Consultant will prepare a utility base map from this information. 2.5 The Consultant shall perform observation and measure -downs of existing storm drain catch basins and manholes and sewer 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 pipes will be documented. These observations will be made from the surface. 2.6 The Consultant shall subcontract with a locate company to paint all utility locations within the project corridor so that they can be surveyed in Task 2.5. Service line locations for gravity storm and sewer will not be field located or mapped. 2.7 The Consultant shall request utility companies record drawings and update utility mapping prepared in 2.5. Utility as-builts will be used to verify the location and type of utilities within the limits of this project (i.e. adding the type of water main, and type, location and symbol of water valves). Utility depths will not be shown with the exception of those described in Task 2.6. Task 2 Assumptions: ■ Any supplemental survey for stormwater facility locations, utility poles, wall footings, etc. to assist in final design will be performed in future Scope. Task 2 Deliverables: ® AutoCAD Civi13D v2018 drawing file TASK 3 — HYDRAULIC ANALYSIS AND CONCEPTUAL CROSSING DESIGN 3.1 The Consultant shall complete hydrologic and hydraulic analysis of the existing stream conditions and prepare a base hydraulic design for a conceptual replacement stream crossing. The objective will be to identify required minimum culvert parameters that should meet current design requirements within the constraints of the limited analyses that will be completed during this initial phase. This base design can form the basis for further project planning and refinement in future phases of the project. This task will include: Provide hydraulic design support to the survey crew and support the development of the Existing Grade (EG) surface created as part of Task 2. • Review topographic data/LIDAR data from Task 2. Complete a hydraulic reconnaissance of the stream reach, extending approximately 100 feet upstream and downstream of the existing culvert, including documenting general observations related to channel alignment, geometry, profile, section, and bankfull width. Estimate the 2-, 100-, and 500-year peak discharge flows using the most appropriate hydrologic methodology for the site. Develop an existing conditions two-dimensional (2D) Hydrologic Engineering Center — City of Federal Way Page 4 of 7 KPG 356"' Street Widening & Culvert Replacement 1114121 River Analysis System (HEC-RAS) Model hydraulic model. • Develop a stream/culvert conceptual crossing design consisting of: o Plan, cross section, and profile based on existing crossing alignment and channel elevations. o Minimum hydraulic opening (MHO) based on current regulatory guidance. If the crossing falls under the unconfined bridge design methodology, a simplified 1 D normal depth cross section analysis will be performed using the FHWA Hydraulic Toolbox to evaluate average cross section velocity in the natural condition versus average cross section velocity in the conceptual design condition to assist in developing the MHO. * Develop a conceptual design condition 2D HEC-RAS hydraulic model based on the plan, cross-section, profile, and minimum hydraulic opening for the crossing. This includes developing a conceptual design condition model surface in GIS or CAD. • Prepare a conceptual level crossing design technical memorandum including: o Site observations; o Existing conditions model results; o Conceptual Design including plan, cross section, profile, and MHO o Conceptual Design Condition model results; o Key metrics for the conceptual design; o Limitations of hydraulic design and analyses; o Data collection and modeling requirements to advance a design that would be sufficient for technical and regulatory review; o Regulatory considerations for future design advancement of the crossing as well as permitting of the roadway corridor project; and o Brief discussion of geotechnical considerations for the crossing design as well as the overall roadway corridor project. Task 3 Assumptions: • The level of effort for the proposed work is limited based on our understanding of the City's current objectives for the initial phase of the project. It is anticipated that additional modeling and design work will be necessary to advance an acceptable design for technical review by regulatory agencies and other stakeholders. The final design that will be acceptable by stakeholders could differ significantly from the conceptual design presented in this phase. • At this phase, we will not evaluate alternative design concepts. • Additional fieldwork will be necessary to specify design parameters as part of design advancement in a future phase. • Proposed conceptual design will not consider or include: o LWM or other habitat concepts o Detailed natural conditions model o Stream bank or vertical stability o Channel migration o Scour analysis o Bed material design o Climate change vulnerability analysis o Stream bypass design o Utility conflicts or relocations • Coordination with stakeholders is not proposed as part of this phase. • Recommendations will be made for supplemental stream survey, if required, in future scope. City of Federal Way Page 5 of 7 KPG 356" Street Widening & Culvert Replacement 11/4/21 • Engineering design of wetland mitigation is not included in this scope. Task 3 Deliverables: • Crossing Conceptual Design Plan, Cross Section, and Profile (PDF) • Hydraulic Conceptual Design Technical Memorandum (PDF) TASK 4 — STORMWATER MANAGEMENT 4.1 The Consultant shall review existing stormwater systems within the limits of the project, outfalls, downstream areas and applicable stormwater regulations, standards, hydrology and hydraulic design criteria per City of Federal Way Municipal Code 16.20, the 2016 King County Surface Water Design Manual (KCSWDM), and the 2016 Federal Way Addendum to the KCSWDM. 4.2 Threshold discharge areas (TDAs) will be delineated based on existing outfalls and drainage systems to determine applicability of the stormwater requirements for the project. The Consultant will estimate new and replaced hard surfaces based on preliminary roadway design to preliminary determine the target surfaces to size flow control and water quality facilities for planning level purposes. 4.3 The Consultant shall prepare a technical memorandum to summarize the Core Requirements of the KCSWDM and City Addendum for Full Drainage Review. The document will discuss mitigation requirements, preliminary facility sizing, and documentation of Core Requirement No. 2, Offsite Analysis. Task 4 Deliverables: • Stormwater Memorandum TASK 5 — PRELIMINARY CONCEPTUAL DESIGN 5.1 The Consultant shall develop one roadway cross section analysis (scroll plot plan layout, proposed typical section width, and existing roadway centerline profile.) It is anticipated that the cross section will be a typical City of Federal Way four lane section with bike lanes, curbs, and sidewalks. This scope does not evaluate the cross section impacts to the design elements listed below. This evaluation is anticipated in future scope and may include: • Pedestrian Facilities Traffic Forecasts • Access Management • Geotechnical analysis Stormwater facilities quality & quantity analysis • ROW Impacts • Walls • Overhead/underground utilities Structure span and width impacts to Wetland and West Hylebos Creek bankwidth 5.2 The Consultant shall identify locations along project corridor that will likely require retaining walls due to topography of roadway prism and widening of roadway section. The retaining wall type, feasibility, and profile design of the walls will be performed under future design scope. City of Federal Way Page 6 of 7 KPG 356" Street Widening & Culvert Replacement 1114121 Task 5 Assumptions: ■ Scroll Plot Plan layout will include alignment and offsets for travel lanes, curbs, bicycle facilities and pedestrian facilities. • Structural analysis for walls, culvert or any other structural component will not be evaluated with this conceptual task. • Illumination, Overhead/Underground dry utilities, wet utilities, landscaping, irrigation, and site restoration will not be evaluated with this conceptual task. • Due to amount of design element assumptions, rough order magnitude cost estimate will not be provided with task. Task 5 Deliverables: • Scroll Plot with Preliminary Conceptual Design Plan Layout (17" x Project Length hard copy and electronic PDF) • Profile Scroll Plot with Existing Grade Surface along Construction Centerline (17" x Project Length hard copy and electronic PDF) ■ Typical four Lane City of Federal Way Cross Section set at existing grade along centerline at 50' increments (11 x17" hard copy and electronic PDF) ADDITIONAL SERVICES The City may require additional services from the Consultant. The scope of these services will be determined based on the unanticipated project needs or other considerations at the sole discretion of the City. This work may include items identified in the current task authorizations as well as other items, which may include, but are not necessarily limited to the following: • Community and Agency Coordination Services • Grant Funding Support Services + Right -of -Way Services • Environmental Permitting • Preliminary and Final Design Services • Construction Services These services will be authorized by the City under Contract Supplements. At the time these services are required, the Consultant shall provide a detailed scope of work and an estimate of costs. The Consultant shall not proceed with the work until the City has authorized the work and issued a notice to proceed. City of Federal Way Page 7 of 7 KPG 356" Street Widening & Culvert Replacement 1114121 N/A Exhibit E DBE Participation Agreement Number: Exhibit B - Local Agency A&E Professional Services Cost Plus Fixed Fee Consultant Agreement Revised 0210112021 Page 1 of 1 Exhibit C Preparation and Delivery of Electronic Engineering and Other Data In this Exhibit the agency, as applicable, is to provide a description of the format and standards the consultant is to use in preparing electronic files for transmission to the agency. The format and standards to be provided may include, but are not limited to, the following: I. Surveying, Roadway Design & Plans Preparation Section A. Survey Data See Scope, Exhibit A B. Roadway Design Files See Scope, Exhibit A C. Computer Aided Drafting Files See Scope, Exhibit A Agreement Number: Exhibit C - Local Agency A&E Professional Services Cost Plus Fixed Fee Consultant Agreement Revised 0210112021 Page 1 of 4 D. Specify the Agency's Right to Review Product with the Consultant The Agency has the right to review product with the Consultant at any time, with appropriate notice. E. Specify the Electronic Deliverables to Be Provided to the Agency See Scope, Exhibit A F. Specify What Agency Furnished Services and Information Is to Be Provided See Scope, Exhibit A Agreement Number: Exhibit C - Local Agency A&E Professional Services Cost Plus Fixed Fee Consultant Agreement Revised 0210112021 Page 2 of 4 II. Any Other Electronic Files to Be Provided See Scope, Exhibit A III. Methods to Electronically Exchange Data See Scope, Exhibit A Exhibit C - Local Agency A&E Professional Services Cost Plus Fixed Fee Consultant Agreement Revised 0210112021 Page 3 of 4 A. Agency Software Suite Microsoft Office Suite B. Electronic Messaging System Microsoft Outlook C. File Transfers Format Via email, thumb drive, ftp or other cloud based transfer system Exhibit C - Local Agency A&E Professional Services Cost Plus Fixed Fee Consultant Agreement Revised 0210112021 Page 4 of 4 See attached, Exhibit D Exhibit D Prime Consultant Cost Computations Agreement Number: Exhibit D - Local Agency A&E Professional Services Cost Plus Fixed Fee Consultant Agreement Revised 0210112021 Page 1 of 1 0 'c m O r m g o� rU- 3 5. z . '0,I f H0Zma: mOU emi aayr W S O a Y! $ e E H m 9� E E x h e> ulwpv-wo E. ulwpy,olueg ueloryyael 0 9 UVo ueplu4"1 v ut av3jolueS iauueld u $ m o opayodeuw.L veld u opa>rodeuwl o iolueg uelolu4-.L o edeaepue•I W714-V ed.opu.1 o uelaa �e9euery � N m uoleep uegj(I = lu u-P1u4wl y{eNey �al�e5 lode—S Welad � S `o m 0 N o O 2. a N (dlnb3jM) 11r 3Awng Rr g n m N A � o Z ,aeeum rt—S rr1 iJ m o c to m o m a —l9u3 m m N uoleep E m 1—ul9u31. P P 'W '� R S Aelmd 11 jeeul6u3 uel-d 'eau16u3 I F-d'iS o e m iolueg ie9vue{y rrl m o oupwulau3 i3 ledloupd � coi o p = 9 3 9 p e n a c c � � A U O m m mq o Vl E 12 a N ¢` ' < N o3 I r r I F= F Adftk Washington State Department of Transportation July 20, 2021 KPG, P.S. 3131 Elliott Avenue, Suite 400 Seattle, WA 98121 Development Division Contract Services Office PO Box 47408 Olympia, WA 98504-7408 7345 Linderson Way SW Tumwater, WA 98501-6504 TTY:1-800-833-6388 www.wsdot.wa.gov Subject: Acceptance FYE 2020 ICR — Risk Assessment Review Dear Susan Rowe: Based on Washington State Department of Transportation's (WSDOT) Risk Assessment review of your Indirect Cost Rate (ICR), we have accepted your proposed FYE 2020 ICR of 167.61 %. This rate will be applicable to Local Agency Contracts in Washington only. This rate may be subject to additional review if considered necessary by WSDOT. Your ICR must be updated on an annual basis. Costs billed to agreements/contracts will still be subject to audit of actual costs, based on the terms and conditions of the respective agreement/contract. This was not a cognizant review. Any other entity contracting with your firm is responsible for determining the acceptability of the ICR. If you have any questions, feel free to contact our office at (360) 705-7019 or via email consuItantratesna wsdot.wa.gov. Regards; re-.- ?4uo-�� ERIK K. JONSON Contract Services Manager EKJ:ah Acceptance FYE '2020 KPG ICR - Local Agency Final Audit Report 2021-07-22 Created: 2021-07-20 By: Amber Horan (horana@wsdot.wa.gov) Status: Signed Transaction ID: CBJCHBCAABAAGfBJ 4ixpCkdTd_F1zLtOW 9pzyBklg5 I j "Acceptance FYE 2020 KPG ICR - Local Agency" History Document created by Amber Horan (horana@wsdot.wa.gov) 2021-07-20-11:55:03 PM GMT- IP address: 198.238.213.156 C'y Document emailed to Erik K Jonson (csosig@wsdot.wa.gov) for signature 2021-07-20 - 11:55:18 PM GMT Email viewed by Erik K Jonson (csosig@wsdot.wa.gov) 2021-07-22 - 3:08:34 PM GMT- IP address: 198.238.213.155 d0 Document e-signed by Erik K Jonson (csosig@wsdot.wa.gov) Signature Date: 2021-07-22 - 3:08:47 PM GMT - Time Source: server- IP address: 198.238.213.155 o Agreement completed. 2021-07-22 - 3:08:47 PM GMT a Adobe Sign Exhibit E Sub -consultant Cost Computations If no sub -consultant participation at this time. 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 Attached Agreement Number: Exhibit E - Local Agency A&E Professional Services Cost Plus Fixed Fee Consultant Agreement Revised 0210112021 Page 1 of 1 Eilr& |°_ Q ) 2&®§§ - !� ■ ]\(�| k _� _ ) A - _¢� ! `- an ovo ___ ■ _ �. SID _._ _,_ § �� \ _,_ ! k m,_ .__ 9 °� ._m 9 °� Zl-UIBU3 ■ ;a .__a§ + ,_ems !! | ! C , )| XI MAMIN, Washington State � Department o4 Trans ortation May 21, 2021 GeoEngineers, Inc. 17425 NE Union Hill Rd, Suite 250 Redmond, WA 98052 Subject: Acceptance FYE 2020 ICR — CPA Report Dear Jane Lu: Development Division Contract Services Office PO Box 47408 Olympia, WA 98504-7408 7345 tlnderson Way SW Tumwater, WA 98501-6504 TTY. 1-800-833-6388 www.wsdot.wa.gov We have accepted your firms FYE 2020 Indirect Cost Rate (ICR) of 197.12% of direct labor (rate includes 0.22% Facilities Capital Cost of Money) based on the "Independent CPA Report," prepared by BDO USA, LLP. This rate will be applicable for WSDOT Agreements and Local Agency Contracts in Washington only. This rate may be subject to additional review if considered necessary by WSDOT. Your ICR must be updated on an annual basis. Costs billed to agreements/contracts will still be subject to audit of actual costs, based on the terms and conditions of the respective agreement/contract. This was not a cognizant review. Any other entity contracting with the firm is responsible for determining the acceptability of the ICR. If you have any questions, feel free to contact our office at (360) 705-7019 or via email consultantrates a.wsdot.wa.gov. Contract Services Manager EKJ:ah GeoEngineers, Inc. Indirect Cost Rate Schedule For the Year Ended December 31, 2020 References to Adjustments A Fringe benefits adjustment for unallowable Direct Selling labor and unallowable bonuses per 48 CFR 31.201- 6(e)(2). B Unallowable bonuses per 48 CFR 31.205-6(f); 48 CFR 31.205-13 and 48 CFR 31.205-41. C Indirect labor adjustment required to meet PSMJ 2020 - 25th percentile of Direct Labor (an average of Environmental, Engineering -Prime, Engineering - Subcontractor firms), as a % of total labor (55.67%). D Unallowable marketing activities per 48 CFR 31.205-1,14,38 and 41. E Assigned parking costs unallowable per 48 CFR31.201-2 & 31.201-3; unallowable office for the benefit of employee per 48 CFR 31.201-3. F Fines & Penalties unallowable per CFR 31.205-15(a). G Promotional materials unallowable per 48 CFR 31.205-1(f) 5 . Allowable fringe benefits (Home office allowances) due to the remote work need as a result of Covid 19 impact per 48 CFR 31.201-3, CFR 31.201-4, and CFR 31.205-13(a). H Vehicle costs unallowable per 48 CFR 31.201-2(d); Travel in excess of Federal per -diem unallowable per 48 CFR 31.205-46; Unallowable marketing activities per 48 CFR 31.205-1, 14 and 38; entertainment unallowable er 48 CFR 31.205-14; direct project costs unallowable per 48 CFR 31.202(a). Vehicle costs unallowable per 48 CFR 31.201-2(d). 1 Dues to social clubs, memberships in civic and community organizations unallowable per 48 CFR 31.205- 1(f)(7), 31.205-14; lobbying unallowable per 48 CFR 31.205-22; marketing costs unallowable per 48 CFR 31.205-1, 14, and 38; direct project costs unallowable per 48 CFR 31.202(a). K Bad debts unallowable per 48 CFR 31.205-3. L Direct project costs unallowable per 48 CFR 31.202(a); unallowable marketing activities per 48 CFR 31.205-1, 14 & 38; patent costs unallowable per 48 CFR 31.205-30. M Unallowable marketing activities per 48 CFR 31.205-1, 14 & 38; entertainment unallowable per 48 CFR 31.205 14; advertising unallowable per 48 CFR 31.205-38(b)(1). N Direct project costs unallowable per 48 CFR 31.202(a); vehicle costs unallowable per 48 CFR 31.201-2(d). 0 Unallowable key person life insurance per 48 CFR 31.205-19(e)(2)(v). Direct project costs unallowable per 48 CFR 31.202(a). P Unallowable taxes per 48 CFR 31.205-41. q Contributions unallowable per 48 CFR 31.205-8. R Social activities unallowable per 48 CFR 31.205-14; employee gifts & recreation unallowable per 48 CFR 31.205-13(b). g Costs of money adjustment allowable per 48 CFR 31.205-10(a). Exhibit F - Title V/ Assurances Appendix A & E APPENDIX A During the performance of this contract, the contractor, for itself, its assignees, and successors in interest (hereinafter referred to as the "contractor") agrees as follows: 1. Compliance with Regulations: The contractor (hereinafter includes consultants) will comply with the Acts and the Regulations relative to Non-discrimination in Federally -assisted programs of the U.S. Department of Transportation, (Title of Modal Operating Administration), as they may be amended from time to time, which are herein incorporated by reference and made a part of this contract. 2. Non-discrimination: The contractor, with regard to the work performed by it during the contract, will not discriminate on the grounds of race, color, or national origin in the selection and retention of subcontractors, including procurements of materials and leases of equipment. The contractor will not participate directly or indirectly in the discrimination prohibited by the Acts and the Regulations, including employment practices when the contract covers any activity, project, or program set forth in Appendix B of 49 CFR Part 21. [Include Modal Operating Administration specific program requirements.] 3. Solicitations for Subcontracts, Including Procurements of Materials and Equipment: In all solicitations, either by competitive bidding, or negotiation made by the contractor for work to be performed under a subcontract, including procurements of materials, or leases of equipment, each potential subcontractor or supplier will be notified by the contractor of the contractor's obligations under this contract and the Acts and the Regulations relative to Non-discrimination on the grounds of race, color, or national origin. [Include Modal Operating Administration specific program requirements.] 4. Information and Reports: The contractor will provide all information and reports required by the Acts, the Regulations, and directives issued pursuant thereto and will permit access to its books, records, accounts, other sources of information, and its facilities as may be determined by the Recipient or the (Title of Modal Operating Administration) to be pertinent to ascertain compliance with such Acts, Regulations, and instructions. Where any information required of a contractor is in the exclusive possession of another who fails or refuses to furnish the information, the contractor will so certify to the Recipient or the (Title of Modal Operating Administration), as appropriate, and will set forth what efforts it has made to obtain the information. 5. Sanctions for Noncompliance: In the event of a contractor's noncompliance with the Non- discrimination provisions of this contract, the Recipient will impose such contract sanctions as it or the (Title of Modal Operating Administration) may determine to be appropriate, including, but not limited to: a. withholding payments to the contractor under the contract until the contractor complies; and/or b. cancelling, terminating, or suspending a contract, in whole or in part. 6. Incorporation of Provisions: The contractor will include the provisions of paragraphs one through six in every subcontract, including procurements of materials and leases of equipment, unless exempt by the Acts, the Regulations and directives issued pursuant thereto. The contractor will take action with respect to any subcontract or procurement as the Recipient or the (Title of Modal Operating Administration) may direct as a means of enforcing such provisions including sanctions for noncompliance. Provided, that if the contractor becomes involved in, or is threatened with litigation by a subcontractor, or supplier because of such direction, the contractor may request the Recipient to enter into any litigation to protect the interests of the Recipient. In addition, the contractor may request the United States to enter into the litigation to protect the interests of the United States. Local Agency A&E Professional Services Cost Agreement Number Plus Fixed Fee Consultant Agreement Revised 0210112021 Exhibit F - Title V/ Assurances Appendix A & E APPENDIX E During the performance of this contract, the contractor, for itself, its assignees, and successors in interest (hereinafter referred to as the "contractor") agrees to comply with the following non-discrimination statutes and authorities; including but not limited to: Pertinent Non -Discrimination Authorities: • Title VI of the Civil Rights Act of 1964 (42 U.S.C. § 2000d et seq., 78 stat. 252), (prohibits discrimination on the basis of race, color, national origin); and 49 CFR Part 21. • The Uniform Relocation Assistance and Real Property Acquisition Policies Act of 1970, (42 U.S.C. § 4601), (prohibits unfair treatment of persons displaced or whose property has been acquired because of Federal or Federal -aid programs and projects); ■ Federal -Aid Highway Act of 1973, (23 U.S.C. § 324 et seq.), (prohibits discrimination on the basis of sex); • Section 504 of the Rehabilitation Act of 1973, (29 U.S.C. § 794 et seq.), as amended, (prohibits discrimination on the basis of disability); and 49 CFR Part 27; • The Age Discrimination Act of 1975, as amended, (42 U.S.C. § 6101 et seq.), (prohibits discrimination on the basis of age); • Airport and Airway Improvement Act of 1982, (49 USC § 471, Section 47123), as amended, (prohibits discrimination based on race, creed, color, national origin, or sex); • The Civil Rights Restoration Act of 1987, (PL 100-209), (Broadened the scope, coverage and applicability of Title VI of the Civil Rights Act of 1964, The Age Discrimination Act of 1975 and Section 504 of the Rehabilitation Act of 1973, by expanding the definition of the terms "programs or activities" to include all of the programs or activities of the Federal -aid recipients, sub -recipients and contractors, whether such programs or activities are Federally funded or not); • Titles Il and III of the Americans with Disabilities Act, which prohibit discrimination on the basis of disability in the operation of public entities, public and private transportation systems, places of public accommodation, and certain testing entities (42 U.S.C. §§ 12131-12189) as implemented by Department of Transportation regulations at 49 C.F.R. parts 37 and 38; ■ The Federal Aviation Administration's Non-discrimination statute (49 U.S.C. § 47123) (prohibits discrimination on the basis of race, color, national origin, and sex); • Executive Order 12898, Federal Actions to Address Environmental Justice in Minority Populations and Low -Income Populations, which ensures discrimination against minority populations by discouraging programs, policies, and activities with disproportionately high and adverse human health or environmental effects on minority and low-income populations; ■ Executive Order 13166, Improving Access to Services for Persons with Limited English Proficiency, and resulting agency guidance, national origin discrimination includes discrimination because of limited English proficiency (LEP). To ensure compliance with Title VI, you must take reasonable steps to ensure that LEP persons have meaningful access to your programs (70 Fed. Reg. at 74087 to 74100); • Title IX of the Education Amendments of 1972, as amended, which prohibits you from discriminating because of sex in education programs or activities (20 U.S.C. 1681 et seq). Local Agency A&E Professional Services Agreement Number Negotiated Hourly Rate Consultant Agreement Revised 0210112021 Exhibit G-1(a) Exhibit G-1(b) Exhibit G-2 Exhibit G-3 Exhibit G-4 Exhibit G Certification Documents Certification of Consultant Certification of Certification Regarding Debarment, Suspension and Other Responsibility Matters - Primary Covered Transactions Certification Regarding the Restrictions of the Use of Federal Funds for Lobbying Certificate of Current Cost or Pricing Data Agreement Number: Exhibit G -Local Agency A&E Professional Services Cost Plus Fixed Fee Consultant Agreement Revised 0210112021 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 Elliott Ave N, 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 Washington State Department of Transportation and the Federal Highway Administration, U.S. Department of Transportation in connection with this AGREEMENT involving participation of Federal -aid highway funds, and is subject to applicable State and Federal laws, both criminal and civil. KPG.P.S. Consultant (Firm Name) 5 --I"k - k2�0Z Signature (Authorize d Official of Consultant) Date Agreement Number: Exhibit G - Local Agency A&E Professional Services Cost Plus Fixed Fee Consultant Agreement Revised 0210112021 Exhibit G-1(b) Certification of City of Federal Way I hereby certify that I am the: 0 Mayor, Jim Ferrell ❑ Other of the City of Federal Way , and KPG, P.S. or its representative has not been required, directly or indirectly as an express or implied condition in connection with obtaining or carrying out this AGREEMENT to: a) Employ or retain, or agree to employ to retain, any firm or person; or b) Pay, or agree to pay, to any firm, person, or organization, any fee, contribution, donation, or consideration of any kind; except as hereby expressly stated (if any): I acknowledge that this certificate is to be furnished to the Washington State Department of Transportation and the Federal Highway Administration, U.S. Department of Transportation, in connection with this AGREEMENT involving participation of Federal -aid highway funds, and is subject to applicable State and Federal laws, both criminal and civil. Date Agreement Number: Exhibit G - Local Agency A&E Professional Services Cost Plus Fixed Fee Consultant Agreement Revised 0210112021 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. P. S. Consultant (Firm Name) z-1 Signature (Authorized Official of Consultant) Date Agreement Number: Exhibit G - Local Agency A&E Professional Services Cost Plus Fixed Fee Consultant Agreement Revised 0210112021 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: 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, P.S. Consultant (Firm Name) Signature (Authorized Official of Consultant) Date l2, v Z. z Q: 7-4 Agreement Number: Exhibit G - Local Agency A&E Professional Services Cost Plus Fixed Fee Consultant Agreement Revised 0210112021 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 support of S 356th St Widening and Culvert Replacem * are accurate, complete, and current as of September 1, 2021 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, P.S. Signature Date of Execution***: Title *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: Exhibit G - Local Agency A&E Professional Services Cost Plus Fixed Fee Consultant Agreement Revised 0210112021 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 Exhibit is not used Agreement Number: Exhibit H - Local Agency A&E Professional Services Cost Plus Fixed Fee Consultant Agreement Revised 0210112021 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 Cost Plus Fixed Fee Consultant Agreement Revised 0210112021 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 Cost Plus Fixed Fee Consultant Agreement Revised 0210112021 Page 2 of 2 Exhibit J Consultant Claim Procedures The purpose of this exhibit is to describe a procedure regarding claim(s) on a consultant agreement. The following procedures should only be utilized on consultant claims greater than $1,000. If the consultant's claim(s) are a total of $1,000 or less, it would not be cost effective to proceed through the outlined steps. It is suggested that the Director of Public Works or Agency Engineer negotiate a fair and reasonable price for the consultant's claim(s) that total $1,000 or less. This exhibit will outline the procedures to be followed by the consultant and the agency to consider a potential claim by the consultant. Step 1 Consultant Files a Claim with the Agency Project Manager If the consultant determines that they were requested to perform additional services that were outside of the agreement's scope of work, they may be entitled to a claim. The first step that must be completed is the request for consideration of the claim to the Agency's project manager. The consultant's claim must outline the following: • Summation of hours by classification for each firm that is included in the claim; • Any correspondence that directed the consultant to perform the additional work; • Timeframe of the additional work that was outside of the project scope; • Summary of direct labor dollars, overhead costs, profit and reimbursable costs associated with the additional work; and • Explanation as to why the consultant believes the additional work was outside of the agreement scope of work. Step 2 Review by Agency Personnel Regarding the Consultant's Claim for Additional Compensation After the consultant has completed step 1, the next step in the process is to forward the request to the Agency's project manager. The project manager will review the consultant's claim and will met with the Director of Public Works or Agency Engineer to determine if the Agency agrees with the claim. If the FHWA is participating in the project's funding, forward a copy of the consultant's claim and the Agency's recommendation for federal participation in the claim to the WSDOT Local Programs through the Region Local Programs Engineer. If the claim is not eligible for federal participation, payment will need to be from agency funds. If the Agency project manager, Director of Public Works or Agency Engineer, WSDOT Local Programs (if applicable), and FHWA (if applicable) agree with the consultant's claim, send a request memo, including backup documentation to the consultant to either supplement the agreement, or create a new agreement for the claim. After the request has been approved, the Agency shall write the supplement and/or new agreement and pay the consultant the amount of the claim. Inform the consultant that the final payment for the agreement is subject to audit. No further action in needed regarding the claim procedures. If the Agency does not agree with the consultant's claim, proceed to step 3 of the procedures. Agreement Number: Exhibit J - Local Agency A&E Professional Services Cost Plus Fixed Fee Consultant Agreement Revised 0210112021 Pagel 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&E Professional Services Cost Plus Fixed Fee Consultant Agreement Revised 0210112021 Page 2 of 2 Client#: 1487397 KPGPS DATE (MM/DD/YYYY) ACORDTM CERTIFICATE OF LIABILITY INSURANCE 12/10/2021 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 any rights to the certificate holder in lieu of such endorsement(s). PRODUCER NAME: Please See Below: USI Insurance Services NW PR PHONE 206 441-6300 F 610-362-8530 A/C, No. Ex ; A/C. No 601 Union Street, Suite 1000 ADOREss: Seattle.PLCertRequest@usi.com Seattle, WA 98101 INSURER S1 AFFORDING COVERAGE NAIC INSURED KPG, P.S. fka KPG, Inc. 3131 Elliott Avenue, Suite 400 Seattle, WA 98121-1006 INSURER A: Travelers Indemnity Co of America 25666 INSURER B : Berkley Insurance Company 32603 INSURER C : Charter Oak Fire Insurance Company 25615 INSURER D : INSURER E INSURER F : COVERAGES CERTIFICATE NUMBER: REVISION NUMBER: THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. 'LW' TYPE OF INSURANCE A x COMMERCIAL GENERAL LIABILITY CLAIMS -MADE ❑X OCCUR GEN'L AGGREGATE LIMIT APPLIES PER: � POLICY �^I dECPROEl - T LOG OTHER: C AUTOMOBILE LIABILITY X ANY AUTO OWNED SCHEDULED AUTOS ONLY AUTOS HIRED NON -OWNED X AUTOS ONLY H AUTOS ONLY A �(] UMBRELLA LIAB X I OCCUR �-j EXCESS LIAB �d CLAIMS -MADE SR IMM POLICY NUMBER X I X 16809M6778552147 X I X I BA3R5763862147G X I X I CUP9M6824352147 (Follow Form) /01/2021101/01 1/01/2021101/01 1/01/2021101/01 LIMITS EACHOCCURRENCE$1 PREMISES a xwrrence $1 MED EXP Any one person) $ 5 PERSONAL & ADV INJURY $1 GENERAL AGGREGATE $2 PRODUCTS - COMP/OP AGG $2 wmnirvtU a1lntiie umi c f a Xd',-nl BODILY INJURY (Per person) $ BODILY INJURY (Per accident) $ PROPERTYAAMAGE $ Per accdent EACH OCCURRENCE AGGREGATE A WORKERS COMPENSATION X 16809M6778552147 31/01/2021 01/01/202 PER X OTH- AND EMPLOYERS' LIABILITY ANY PROPRIETOR/PARTNER/EXECUTIVE Y / N (WA Stop Gap) E.L. EACH ACCIDENT $1 000 000 OFFICER/MEMBER EXCLUDED? � N / A (Mandatory In NH) E.L. DISEASE - EA EMPLOYEE $1 000,000 If yes, describe under DESCRIPTION OF OPERATIONS below EL. DISEASE - POLICY LIMIT $1 000 000 B Professional X AEC904155903 31/01/2021 01/01/2022 $3,000,000 per claim Liability $5,000,000 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 21042, 356th Street Widening & Culvert Replacement. The General Liability and Automobile Liability policies include an automatic Additional Insured endorsement that provides Additional Insured status to City of Federal Way, The State of Washington, 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, only when there is a written contract (See Attached Descriptions) CERTIFICATE HC)I nFR CANCELLATION City of Federal Way Attn: Christine Tollefson 33325 8th Avenue South Federal Way, WA 98003 SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. AUTHORIZED REPRESENTATIVE A-1 ©1988-2015 ACORD CORPORATION. All rights reserved. ACORD 25 (2016/03) 1 of 2 The ACORD name and logo are registered marks of ACORD 1lC4d77A9Ag1M41170R70 IUFIC7D DESCRIPTIONS (Continued from Page 1) that requires such status, and only with regard to work performed by or on behalf of the named insured. The General Liability includes Additional Insured coverage for Ongoing and Completed Operations. The General Liability and Automobile Liability policies contains a special endorsement with Primary and Noncontributory wording, when required by written contract. The General Liability and Automobile Liability policies provides 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. Umbrella Liability Follow Form. SAGITTA 25.3 (2016/03) 2 of 2 #S34276503/M31179879 GENERAL PURPOSE ENDORSEMENT OFFICE PAC POLICY NUMBER: 6809M6778552147 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 01 21 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. Page 2 of 2 CG T8 01 0121 GENERAL PURPOSE ENDORSEMENT POLICY NUMBER: 6809M6778552147 OFFICE PAC 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". CG 20 37 07 04 Copyright ISO Properties, Inc. 2004 CG T8 02 01 21 Page 1 of 1 POLICY: 6809 M6778552147 COMMERCIAL GENERAL LIABILITY COMMERCIAL GENERAL LIABILITY COVERAGE FORM Various provisions in this policy restrict coverage. Read the entire policy carefully to determine rights, duties and what is and is not covered. Throughout this policy the words "you" and "your" refer to the Named Insured shown in the Declarations, and any other person or organization qualifying as a Named Insured under this policy. The words "we", "us" and "our" refer to the company providing this insurance. The word "insured" means any person or organization qualifying as such under Section II - Who Is An Insured. Other words and phrases that appear in quotation marks have special meaning. Refer to Section V - Definitions. SECTION I - COVERAGES COVERAGE A - BODILY INJURY AND PROPERTY DAMAGE LIABILITY 1. Insuring Agreement a. We will pay those sums that the insured becomes legally obligated to pay as damages because of "bodily injury" or "property damage" to which this insurance applies. We will have the right and duty to defend the insured against any "suit" seeking those damages. However, we will have no duty to defend the insured against any "suit" seeking damages for "bodily injury" or "property damage" to which this insurance does not apply. We may, at our discretion, investigate any "occurrence" and settle any claim or "suit" that may result. But: (1) The amount we will pay for damages is limited as described in Section III - Limits Of Insurance; and (2) Our right and duty to defend end when we have used up the applicable limit of insurance in the payment of judgments or settlements under Coverages A or B or medical expenses under Coverage C. (1) The "bodily injury" or "property damage" is caused by an "occurrence" that takes place in the "coverage territory"; (2) The "bodily injury" or "property damage" occurs during the policy period; and (3) Prior to the policy period, no insured listed under Paragraph 1. of Section II - Who Is An Insured and no "employee" authorized by you to give or receive notice of an "occurrence" or claim knew that the "bodily injury" or "property damage" had occurred, in whole or in part. If such a listed insured or authorized "employee" knew, prior to the policy period, that the "bodily injury" or "property damage" occurred, then any continuation, change or resumption of such "bodily injury" or "property damage" during or after the policy period will be deemed to have been known prior to the policy period. c. "Bodily injury" or "property damage" which occurs during the policy period and was not, prior to the policy period, known to have occurred by any insured listed under Paragraph 1. of Section II - Who Is An Insured or any "employee" authorized by you to give or receive notice of an "occurrence" or claim, includes any continuation, change or resumption of that "bodily injury" or "property damage" after the end of the policy period. d. "Bodily injury" or "property damage" will be deemed to have been known to have occurred at the earliest time when any insured listed under Paragraph 1. of Section II - Who Is An Insured or any "employee" authorized by you to give or receive notice of an "occurrence" or claim: (1) Reports all, or any part, of the "bodily injury" or "property damage" to us or any other insurer; 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 Named Insured in the Declarations. This paragraph does not apply to any such partnership, joint venture or limited liability company that otherwise qualifies as an insured under Section II — Who Is An Insured. SECTION III — LIMITS OF INSURANCE 1. The Limits of Insurance shown in the Declarations and the rules below fix the most we will pay regardless of the number of: a. Insureds; b. Claims made or "suits" brought; or c. Persons or organizations making claims or bringing "suits". 2. The General Aggregate Limit is the most we will pay for the sum of: a. Medical expenses under Coverage C; b. Damages under Coverage A, except damages because of "bodily injury" or "property damage" included in the "products -completed operations hazard"; and c. Damages under Coverage B. 3. The Products -Completed Operations Aggregate Limit is the most we will pay under Coverage A for damages because of "bodily injury" and "property damage" included in the "products -completed operations hazard". 4. Subject to Paragraph 2. above, the Personal And Advertising Injury Limit is the most we will pay under Coverage B for the sum of all damages because of all "personal injury" and "advertising injury" sustained by any one person or organization. 5. Subject to Paragraph 2. or 3. above, whichever applies, the Each Occurrence Limit is the most we will pay for the sum of: a. Damages under Coverage A; and b. Medical expenses under Coverage C; because of all "bodily injury" and "property damage" arising out of any one "occurrence". For the purposes of determining the applicable Each Occurrence Limit, all related acts or omissions committed in providing or failing to provide first aid or "Good Samaritan services" to any one person will be deemed to be one "occurrence". a. The amount shown for the Damage To Premises Rented To You Limit in the Declarations of this Coverage Part; or b. $300,000 if no amount is shown for the Damage To Premises Rented To You Limit in the Declarations of this Coverage Part. 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. The Limits of Insurance of this Coverage Part apply separately to each consecutive annual period and to any remaining period of less than 12 months, starting with the beginning of the policy period shown in the Declarations, unless the policy period is extended after issuance for an additional period of less than 12 months. In that case, the additional period will be deemed part of the last preceding period for purposes of determining the Limits of Insurance. SECTION IV — COMMERCIAL GENERAL LIABILITY CONDITIONS 1. Bankruptcy Bankruptcy or insolvency of the insured or of the insured's estate will not relieve us of our obligations under this Coverage Part. 2. Duties In The Event Of Occurrence, Offense, Claim Or Suit a. You must see to it that we are notified as soon as practicable of an "occurrence" or an offense which may result in a claim. To the extent possible, notice should include: (1) How, when and where the "occurrence" or offense took place; (2) The names and addresses of any injured persons and witnesses; and (3) The nature and location of any injury or damage arising out of the "occurrence" or offense. b. If a claim is made or "suit" is brought against any insured, you must: (1) Immediately record the specifics of the claim or "suit" and the date received; and (2) Notify us as soon as practicable. 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 information; (3) Cooperate with us in the investigation or settlement of the claim or defense against the "suit"; and (4) Assist us, upon our request, in the enforcement of any right against any person or organization which may be liable to the insured because of injury or damage to which this insurance may also apply. d. No insured will, except at that insured's own cost, voluntarily make a payment, assume any obligation, or incur any expense, other than for first aid, without our consent. e. The following provisions apply to Paragraph a. above, but only for purposes of the insurance provided under this Coverage Part to you or any insured listed in Paragraph 1. or 2. of Section II —Who Is An Insured: (1) Notice to us of such "occurrence" or offense must be given as soon as practicable only after the "occurrence" or offense is known to you (if you are an individual), any of your partners or members who is an individual (if you are a partnership or joint venture), any of your managers who is an individual (if you are a limited liability company), any of your "executive officers" or directors (if you are an organization other than a partnership, joint venture, or limited liability company), any of your trustees who is an individual (if you are a trust) or any "employee" authorized by you to give notice of an "occurrence" or offense. (2) If you are a partnership, joint venture, limited liability company or trust, and none of your partners, joint venture members, managers or trustees are individuals, notice to us of such "occurrence" or offense must be given as soon as practicable only after the "occurrence" or offense is known by: (a) Any individual who is: (i) A partner or member of any partnership or joint venture; (ii) A manager of any limited liability company; (iii) An executive officer or director of any other organization; or (iv) A trustee of any trust; that is your partner, joint venture member, manager or trustee; or (b) Any employee authorized by such partnership, joint venture, limited liability company, trust or other organization to give notice of an "occurrence" or offense. (3) Notice to us of such "occurrence" or offense will be deemed to be given as soon as practicable if it is given in good faith as soon as practicable to your workers' compensation insurer. This applies only if you subsequently give notice to us of the "occurrence" or offense as soon as practicable after any of the persons described in Paragraph e.(1) or (2) above discovers that the "occurrence" or offense may result in sums to which the insurance provided under this Coverage Part may apply. However, if this policy includes an endorsement that provides limited coverage for "bodily injury" or "property damage" or pollution costs arising out of a discharge, release or escape of "pollutants" which contains a requirement that the discharge, release or escape of "pollutants" must be reported to us within a specific number of days after its abrupt commencement, this Paragraph e. does not affect that requirement. 3. Legal Action Against Us No person or organization has a right under this Coverage Part: a. To join us as a party or otherwise bring us into a "suit" asking for damages from an insured; or b. To sue us on this Coverage Part unless all of its terms have been fully complied with. A person or organization may sue us to recover on an agreed settlement or on a final judgment against an insured; but we will not be liable for damages that are not payable under the terms of this Coverage Part or that are in excess of the applicable limit of insurance. An agreed settlement means a settlement and release of liability signed by us, the insured, and the claimant or the claimant's 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 If valid and collectible other insurance is available to the insured for a loss we cover under Coverages A or B of this Coverage Part, our obligations are limited as described in Paragraphs a. and b. below. As used anywhere in this Coverage Part, other insurance means insurance, or the funding of losses, that is provided by, through or on behalf of: (i) Another insurance company; (ii) Us or any of our affiliated insurance companies, except when the Non cumulation of Each Occurrence Limit provision of Paragraph S. of Section III — Limits Of Insurance or the Non cumulation of Personal and Advertising Injury Limit provision of Paragraph 4. of Section III — Limits of Insurance applies because the Amendment — Non Cumulation Of Each Occurrence Limit Of Liability And Non Cumulation Of Personal And Advertising Injury Limit endorsement is included in this policy; (iii) Any risk retention group; or (iv) Any self-insurance method or program, in which case the insured will be deemed to be the provider of other insurance. Other insurance does not include umbrella insurance, or excess insurance, that was bought specifically to apply in excess of the Limits of Insurance shown in the Declarations of this Coverage Part. As used anywhere in this Coverage Part, other insurer means a provider of other insurance. As used in Paragraph c. below, insurer means a provider of insurance. a. Primary Insurance This insurance is primary except when Paragraph b. below applies. If this insurance is primary, our obligations are not affected unless any of the other insurance is also primary. Then, we will share with all that other insurance by the method described in Paragraph c. below, except when Paragraph d. below applies. b. Excess Insurance (1) This insurance is excess over: (a) Any of the other insurance, whether primary, excess, contingent or on any other basis: (i) That is Fire, Extended Coverage, Builder's Risk, Installation Risk or similar coverage for "your work"; (i I) That is insurance for "premises damage"; (iii) If the loss arises out of the maintenance or use of aircraft, "autos" or watercraft to the extent not subject to any exclusion in this Coverage Part that applies to aircraft, "autos" or watercraft; (iv) That is insurance available to a premises owner, manager or lessor that qualifies as an insured under Paragraph 4. of Section II — Who Is An Insured, except when Paragraph d. below applies; or (v) That is insurance available to an equipment lessor that qualifies as an insured under Paragraph S. of Section II — Who Is An Insured, except when Paragraph d. below applies. (b) Any of the other insurance, whether primary, excess, contingent or on any other basis, that is available to the insured when the insured is an additional insured, or is any other insured that does not qualify as a named insured, under such other insurance. (2) When this insurance is excess, we will have no duty under Coverages A or B to defend the insured against any "suit" if any other insurer has a duty to defend the insured against that "suit". If no other insurer defends, we will undertake to do so, but we will be entitled to the insured's rights against all those other insurers. (3) When this insurance is excess over other insurance, we will pay only our share of the amount of the loss, if any, that exceeds the sum of: (a) The total amount that all such other insurance would pay for the loss in the absence of this insurance; and (b) The total of all deductible and self - insured amounts under all that other insurance. (4) We will share the remaining loss, if any, with any other insurance that is not described in this Excess Insurance provision and was not bought specifically to apply in excess of the Limits of Insurance shown in the Declarations of this Coverage Part. 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 5. 6. 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. Premium Audit 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. c. The first Named Insured must keep records of the information we need for premium computation, and send us copies at such times as we may request. Representations By accepting this policy, you agree: 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 error 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 laws or regulations. 7. 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: a. Notices that are published include material placed on the Internet or on similar electronic means of communication; and b. Regarding websites, only that part of a website that is about your goods, products or services 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. COMMERCIAL AUTO POLICY: BA3R5763862147G 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: BA3R5763862147G 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 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 S. 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 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 B. Who Is An Insured — Unnamed Subsidiaries C. Who Is An Insured — Retired Partners, Members, Directors And Employees D. Who Is An Insured — Employees And Volunteer Workers — Bodily Injury To Co -Employees, Co - Volunteer Workers And Retired Partners, Members, Directors And Employees E. Who Is An Insured — Newly Acquired Or Formed Limited Liability Companies F. Blanket Additional Insured — Controlling Interest G. Blanket Additional Insured — Mortgagees, Assignees, Successors Or Receivers PROVISIONS A. NON -OWNED WATERCRAFT — 75 FEET LONG OR LESS 1. The following replaces Paragraph (2) of Exclusion g., Aircraft, Auto Or Watercraft, in Paragraph 2. of SECTION I — COVERAGES — COVERAGE A — BODILY INJURY AND PROPERTY DAMAGE LIABILITY: (2) A watercraft you do not own that is: (a) 75 feet long or less; and (b) Not being used to carry any person or property for a charge; 2. The following replaces Paragraph 2.e. of SECTION II — WHO IS AN INSURED: e. Any person or organization that, with your express or implied consent, either H. Blanket Additional Insured — Governmental Entities — Permits Or Authorizations Relating To Premises I. Blanket Additional Insured — Governmental Entities — Permits Or Authorizations Relating To Operations J. Incidental Medical Malpractice K. Medical Payments — Increased Limit L. Amendment Of Excess Insurance Condition — Professional Liability M. Blanket Waiver Of Subrogation — When Required By Written Contract Or Agreement N. Contractual Liability — Railroads uses or is responsible for the use of a watercraft that you do not own that is: (1) 75 feet long or less; and (2) Not being used to carry any person or property for a charge; B. WHO IS AN INSURED — UNNAMED SUBSIDIARIES The following is added to SECTION II — WHO IS AN INSURED: Any of your subsidiaries, other than a partnership or joint venture, that is not shown as a Named Insured in the Declarations is a Named Insured if: a. You are the sole owner of, or maintain an ownership interest of more than 50% in, such subsidiary on the first day of the policy 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 similar other insurance. No such subsidiary is an insured for "bodily injury" or "property damage" that occurred, or "personal and advertising injury" caused by an offense committed: a. Before you maintained an ownership interest of more than 50% in such subsidiary; or b. After the date, if any, during the policy period that you no longer maintain an ownership interest of more than 50% in such subsidiary. For purposes of Paragraph 1. of Section II — Who Is An Insured, each such subsidiary will be deemed to be designated in the Declarations as: a. A limited liability company; b. An organization other than a partnership, joint venture or limited liability company; or c. A trust; as indicated in its name or the documents that govern its structure. C. WHO IS AN INSURED — RETIRED PARTNERS, MEMBERS, DIRECTORS AND EMPLOYEES The following is added to Paragraph 2. of SECTION II — WHO IS AN INSURED: Any person who is your retired partner, member, director or "employee" that is performing services for you under your direct supervision, but only for acts within the scope of their employment by you or while performing duties related to the conduct of your business. However, no such retired partner, member, director or "employee" is an insured for: (1) "Bodily injury": (a) To you, to your current partners or members (if you are a partnership or joint venture), to your current members (if you are a limited liability company) or to your current directors; (b) To the spouse, child, parent, brother or sister of that current partner, member or director as a consequence of Paragraph (1)(a) above; (c) For which there is any obligation to share damages with or repay someone else who must pay damages because of the injury described in Paragraph (1)(a) or (b) above; or (d) Arising out of his or her providing or failing to provide professional health care services. Unless you are in the business or occupation of providing professional health care services, Paragraphs (1)(a), (b), (c) and (d) above do not apply to "bodily injury" arising out of providing or failing to provide first aid or "Good Samaritan services" by any of your retired partners, members, directors or "employees", other than a doctor. Any such retired partners, members, directors or "employees" 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. (2) "Personal injury": (a) To you, to your current or retired partners or members (if you are a partnership or joint venture), to your current or retired members (if you are a limited liability company), to your other current or retired directors or "employees" while in the course of his or her employment or performing duties related to the conduct of your business, or to your other "volunteer workers" while performing duties related to the conduct of your business; (b) To the spouse, child, parent, brother or sister of that current or retired partner, member, director, "employee" or "volunteer worker" as a consequence of Paragraph (2)(a) above; (c) For which there is any obligation to share damages with or repay someone else who must pay damages because of the injury described in Paragraph (2)(a) or (b) above; or (d) Arising out of his or her providing or failing to provide professional health care services. (3) "Property damage" to property: (a) Owned, occupied or used by; or (b) Rented to, in the care, custody or control of, or over which physical control is being exercised for any purpose by; you, any of your retired partners, members or directors, your current or retired "employees" or "volunteer workers", any current partner or member (if you are a partnership or joint venture), or any current member (if you are a limited liability 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 VOLUNTEER WORKERS — BODILY INJURY TO CO -EMPLOYEES, CO -VOLUNTEER WORKERS AND RETIRED PARTNERS, MEMBERS, DIRECTORS AND EMPLOYEES The following is added to Paragraph 2.a.(1) of SECTION II — WHO IS AN INSURED: Paragraphs (1)(a), (b) and (c) above do not apply to "bodily injury" to a current or retired co - "employee" while in the course of the co - "employee's" employment by you or performing duties related to the conduct of your business, or to "bodily injury" to your other "volunteer workers" or retired partners, members or directors while performing duties related to the conduct of your business. E. WHO IS AN INSURED — NEWLY ACQUIRED OR FORMED LIMITED LIABILITY COMPANIES The following replaces Paragraph 3. of SECTION II — WHO IS AN INSURED: 3. Any organization you newly acquire or form, other than a partnership or joint venture, and of which you are the sole owner or in which you maintain an ownership interest of more than 50%, will qualify as a Named Insured if there is no other similar insurance available to that organization. However: a. Coverage under this provision is afforded only: (1) Until the 180th day after you acquire or form the organization or the end of the policy period, whichever is earlier, if you do not report such organization in writing to us within 180 days after you acquire or form it; or (2) Until the end of the policy period, when that date is later than 180 days after you acquire or form such organization, if you report such organization in writing to us within 180 days after you acquire or form it; b. Coverage A does not apply to "bodily injury" or "property damage" that occurred before you acquired or formed the organization; and c. Coverage B does not apply to "personal and advertising injury" arising out of an offense committed before you acquired or formed the organization. For the purposes of Paragraph 1. of Section II — Who Is An Insured, each such organization will be deemed to be designated in the Declarations as: a. A limited liability company; b. An organization other than a partnership, joint venture or limited liability company; or c. A trust; as indicated in its name or the documents that govern its structure. F. BLANKET ADDITIONAL INSURED — CONTROLLING INTEREST 1. The following is added to SECTION II — WHO IS AN INSURED: Any person or organization that has financial control of you is an insured with respect to liability for "bodily injury", "property damage" or "personal and advertising injury" that arises out of: a. Such financial control; or b. Such person's or organization's ownership, maintenance or use of premises leased to or occupied by you. The insurance provided to such person or organization does not apply to structural alterations, new construction or demolition operations performed by or on behalf of such person or organization. 2. The following is added to Paragraph 4. of SECTIO N II — WHO IS AN INSURED: This paragraph does not apply to any premises owner, manager or lessor that has financial control of you. G. BLANKET ADDITIONAL INSURED — MORTGAGEES, ASSIGNEES, SUCCESSORS OR RECEIVERS The following is added to SECTION II — WHO IS AN INSURED: Any person or organization that is a mortgagee, assignee, successor or receiver and that you have agreed in a written contract or agreement to include as an additional insured on this Coverage Part is an insured, but only with respect to its liability as mortgagee, assignee, successor or receiver for "bodily injury", "property damage" or "personal and advertising injury" that: a. Is "bodily injury" or "property damage" that occurs, or is "personal and advertising injury" caused by an offense that is committed, 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 agreement; and b. Arises out of the ownership, maintenance or use of the premises for which that mortgagee, assignee, successor or receiver is required under that contract or agreement to be included as an additional insured on this Coverage Part. The insurance provided to such mortgagee, assignee, successor or receiver is subject to the following provisions: a. The limits of insurance provided to such mortgagee, assignee, successor or receiver will be the minimum limits that you agreed to provide in the written contract or agreement, or the limits shown in the Declarations, whichever are less. b. The insurance provided to such person or organization does not apply to: (1) Any "bodily injury" or "property damage" that occurs, or any "personal and advertising injury" caused by an offense that is committed, after such contract or agreement is no longer in effect; or (2) Any "bodily injury", "property damage" or "personal and advertising injury" arising out of any structural alterations, new construction or demolition operations performed by or on behalf of such mortgagee, assignee, successor or receiver. H. BLANKET ADDITIONAL INSURED — GOVERNMENTAL ENTITIES — PERMITS OR AUTHORIZATIONS RELATING TO PREMISES The following is added to SECTION II — WHO IS AN INSURED: Any governmental entity that has issued a permit or authorization with respect to premises owned or occupied by, or rented or loaned to, you and that you are required by any ordinance, law, building code or written contract or agreement to include as an additional insured on this Coverage Part is an insured, but only with respect to liability for "bodily injury", "property damage" or "personal and advertising injury" arising out of the existence, ownership, use, maintenance, repair, construction, erection or removal of any of the following for which that governmental entity has issued such permit or authorization: advertising signs, awnings, canopies, cellar entrances, coal holes, driveways, manholes, marquees, hoist away openings, sidewalk vaults, elevators, street banners or decorations. I. BLANKET ADDITIONAL INSURED — GOVERNMENTAL ENTITIES — PERMITS OR AUTHORIZATIONS RELATING TO OPERATIONS The following is added to SECTION II — WHO IS AN INSURED: Any governmental entity that has issued a permit or authorization with respect to operations performed by you or on your behalf and that you are required by any ordinance, law, building code or written contract or agreement to include as an additional insured on this Coverage Part is an insured, but only with respect to liability for "bodily injury", "property damage" or "personal and advertising injury" arising out of such operations. The insurance provided to such governmental entity does not apply to: a. Any "bodily injury", "property damage" or "personal and advertising injury" arising out of operations performed for the governmental entity; or b. Any "bodily injury" or "property damage" included in the "products -completed operations hazard". J. INCIDENTAL MEDICAL MALPRACTICE 1. The following replaces Paragraph b. of the definition of "occurrence" in the DEFINITIONS Section: b. An act or omission committed in providing or failing to provide "incidental medical services", first aid or "Good Samaritan services" to a person, unless you are in the business or occupation of providing professional health care services. 2. The following replaces the last paragraph of Paragraph 2.a.(1) of SECTION II — WHO IS AN INSURED: Unless you are in the business or occupation of providing professional health care services, Paragraphs (1)(a), (b), (c) and (d) above do not apply to "bodily injury" arising out of providing or failing to provide: (a) "Incidental medical services" by any of your "employees" who is a nurse, nurse assistant, emergency medical technician, paramedic, athletic trainer, 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 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 S. 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 S. 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. 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. CIS D3 79 02 19 Includes copyrighted material of Insurance Services Office, Inc. with its permission. COMMERCIAL AUTO POLICY: BA3R5763862147G 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.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 COMMERCIAL GENERAL LIABILITY ISSUE DATE: 02/15/2021 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. EMPLOYERS OVERHEAD LIABILITY This modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART LIST OF STATES WA LIMITS OF INSURANCE BODILY INJURY BY ACCIDENT BODILY INJURY BY DISEASE BODILY INJURY BY DISEASE SCHEDULE 1, 000, 0o0 EACH ACCIDENT 1,000,000 AGGREGATE 1, 000, 0o0 EACH EMPLOYEE None of the terms of the Coverage Part to which this endorsement is attached apply to the insurance provided by this endorsement, except for the COM- MON POLICY CONDITIONS and Section IV — COM- MERCIAL GENERAL LIABILITY CONDITIONS. SECTION I — COVERAGE 1. Insuring Agreement This insurance applies to "bodily injury" by acci- dent or "bodily injury" by disease to your "em- ployees". "Bodily injury" includes resulting death. a. The "bodily injury" must arise out of and in the course of the injured "employee's" employ- ment by you. In. The employment must be necessary or inci- dental to your work in the state(s) listed in the Schedule above. c. You must maintain for the "employee" full Workers Compensation Insurance coverage in the Workers Compensation State Fund of the state(s) listed in the Schedule above dur- ing the term of this insurance or shall be a qualified self insurer approved by the State Workers Compensation Commission and in good standing. d. "Bodily injury" by accident must occur during the endorsement period. e. "Bodily injury" by disease must be caused or aggravated by the conditions of your em- ployment. The "employee's" last day of last exposure to the conditions causing or aggra- vating such "bodily injury" by disease must occur during the endorsement period. f. If you are sued, the original "suit" and any re- lated legal actions for damages for "bodily in- jury" by accident or disease must be brought in the United States of America, its territories or possessions, or Canada. 2. We Will Pay We will pay all sums you legally must pay as damages because of "bodily injury" to your "em- ployees", provided the "bodily injury" is covered by this insurance. No other obligation or liability to pay sums or perform ads or services is covered unless explicitly provided for under paragraph S. Supplementary Payments of this COVERAGE Section. The damages we will pay, where recovery is permitted by law, include damages: a. for which you are liable to a third party by reason of a claim or "suit" against you by that third party to recover the damages claimed against such third party as a result of injury to your "employee"; b. for care and loss of services; and c. for consequential "bodily injury" to a spouse, child, parent, brother or sister of the injured "employee"; GN 01 13 11 03 Copyright, The Travelers Indemnity Company, 2003 Page 1 of 4 COMMERCIAL GENERAL LIABILITY provided that these damages are the direct con- sequence of "bodily injury" that arises out of and in the course of the injured "employee's" employ- ment by you; and d. because of "bodily injury" to your "employee" that arises out of and in the course of em- ployment, claimed against you in a capacity other than as an employer. 3. We Will Defend We have the right and duty to defend you, at our expense, against any claim, proceeding or "suit" seeking damages payable by this insurance. We have the right to investigate any "bodily injury" and settle these claims, proceedings and "suits". The amount we will pay for damages is limited as described in LIMITS OF INSURANCE (Section We have no duty to defend you against a claim, proceeding or "suit" that is not covered by this in- surance. We have no duty to defend or continue defending you after we have paid our applicable limit of liability under this insurance. 4. Exclusions This insurance does not apply to: a. b. C. Liability assumed under a contract or agree- ment. This exclusion does not apply to a war- ranty that your work will be done in a work- manlike manner; Punitive or exemplary damages because of "bodily injury" to an "employee" employed in violation of law; "Bodily injury" to an "employee" while em- ployed in violation of law with your actual knowledge or the actual knowledge of any of your partners (if you are a partnership), your "executive officers" (if you are an organization other than a partnership, joint venture or lim- ited liability company), your members or managers (if you are a joint venture or limited liability company) or your trustees (if you are a trust); d. Any obligation imposed by a Workers Com- pensation, occupational disease, unemploy- ment compensation, or disability benefits law, or any similar law; e. "Bodily injury" intentionally caused or aggra- vated by you; f. Any damages for "bodily injury" with respect to which the insured is deprived of any de- fense or defenses; g. "Bodily injury" occurring outside the United States of America, its territories or posses- sions, and Canada. This exclusion does not apply to "bodily injury" to a citizen or resident of the United States of America or Canada who is temporarily outside these countries; h. Damages arising out of coercion, criticism, demotion, evaluation, reassignment, disci- pline, defamation, harassment, humiliation, discrimination against or termination of any "employee", or any personnel practices, poli- cies, acts or omissions; L "Bodily injury" to any person in work subject to the Longshore and Harbor Workers' Com- pensation Act (33 USC Sections 901-950), the Nonappropriated Fund Instrumentalities Act (5 USC Sections 8171-8173), the Outer Continental Shelf Lands Act (43 USC Sec- tions 1331-1356), the Defense Base Act (42 USC Sections 1651-1654), the Federal Coal Mine Health and Safety Act of 1969 (30 USC Sections 901-942), any other federal workers or workmen's compensation law or other fed- eral occupational disease law, or any amendments to these laws; j. "Bodily injury" to any person in work subject to the Federal Employers' Liability Act (45 USC Sections 51-60), any other federal laws obligating an employer to pay damages to an "employee" due to "bodily injury" arising out of or in the course of employment, or any amendments to those laws; k. "Bodily injury" to a master or member of the crew of any vessel; I. Fines or penalties imposed for violation of federal or state law; m. Damages payable under the Migrant and Seasonal Agricultural Worker Protection Act (29 USC Sections 1801-1872) and under any other federal law awarding damages for viola- tion of those laws or regulations issued there- under, and any amendments to those laws. S. Supplementary Payments We will pay with respect to any claim we investi- gate or settle, or any "suit" against an insured we defend: Page 2 of 4 Copyright, The Travelers Indemnity Company, 2003 GN 01 13 11 03 COMMERCIAL GENERAL LIABILITY a. Reasonable expenses incurred at our re- quest, but not loss of earnings; b. Premiums for bonds to release attachments and for appeal bonds in bond amounts up to the limit of our liability under this insurance; c. Litigation costs taxed against you; d. Interest on a judgment as required by law un- til we offer the amount due under this insur- ance; and e. Expenses we incur. These payments will not reduce the Limits of Insurance. SECTION II — WHO IS AN INSURED 1. If you are designated in the Declarations of the Coverage Part to which this endorsement is at- tached as: a. An individual, you and your spouse are insur- eds, but only with respect to the conduct of a business of which you are the sole owner. b. A partnership or joint venture, you are an in- sured. Your members, your partners, and their spouses are also insureds, but only with respect to the conduct of your business. c. A limited liability company, you are an in- sured. Your members are also insureds, but only with respect to the conduct of your busi- ness. Your managers are insureds, but only with respect to their duties as your managers. d. An organization other than a partnership or joint venture or limited liability company, you are an insured. Your "executive officers" and directors are insureds, but only with respect to their duties as your officers or directors. Your stockholders are also insureds, but only with respect to their liability as stockholders. e. A trust, you are an insured. Your trustees are also insureds, but only with respect to their duties as trustees. 2. Any organization you newly acquire or form, other than a partnership, joint venture or limited liability company, and over which you maintain ownership or majority interest, will qualify as a Named In- sured if there is no other similar insurance avail- able to that organization. However: b. Coverage does not apply to "bodily injury" that occurred before you acquired or formed the organization. No person or organization is an insured with respect to the conduct of any current or past part- nership, joint venture or limited liability company that is not shown as a Named Insured in the Dec- larations of the Coverage Part to which this en- dorsement is attached. SECTION III — LIMITS OF INSURANCE 1. The Limits of Insurance shown in the Schedule above and the following rules fix the most we will pay regardless of the number of: a. Insureds; b. Claims made or "suits" brought; or c. Persons or organizations making claims or bringing "suits". 2. The Bodily Injury by Accident — Each Accident limit is the most we will pay for all damages be- cause of "bodily injury" to one or more "employ- ees" in any one accident. A disease is not "bodily injury" by accident unless it results directly from "bodily injury" by accident. 3. The Bodily Injury by Disease — Aggregate limit is the most we will pay for all damages because of "bodily injury" by disease, regardless of the num- ber of "employees" who sustain "bodily injury" by disease; 4. The Bodily Injury by Disease — Each Employee limit is the most we will pay for all damages be- cause of "bodily injury" by disease to any one "employee", subject to 3. above. Under parts 3. and 4. above, "bodily injury" by dis- ease does not include disease that results directly from "bodily injury" by accident. The limits of this insurance apply separately to each consecutive annual period and to any remaining period of less than 12 months, starting with the begin- ning of the endorsement period, unless the endorse- ment period is extended after issuance for an addi- tional period of less than 12 months. In that case, the additional period will be deemed part of the last preceding period for purposes of determining the Limits of Insurance. SECTION IV — DEFINITIONS a. Coverage under this provision is afforded only until the 90th day after you acquire or form the 1. "Bodily Injury" means bodily injury, sickness or organization, or the end of the endorse- disease sustained by a person, including death ment period, whichever is earlier; resulting from any of these at any time. GN 01 13 11 03 Copyright, The Travelers Indemnity Company, 2003 Page 3 of 4 COMMERCIAL GENERAL LIABILITY 2. "Employee" includes a "leased worker". "Em- ployee" does not include a "temporary worker". 3. "Executive officer" means a person holding any of the officer positions created by your charter,con- stitution, by-laws or any other similar governing document. 4. "Leased worker" means a person leased to you by a labor leasing firm under an agreement be- tween you and the labor leasing firm, to perform duties related to the conduct of your business. "Leased worker" does not include a "temporary worker". 5. "Suit" means a civilproceeding in which damages because of "bodily injury" to which this insurance applies are alleged. "Suit" includes: a. An arbitration proceeding in which such dam- ages are claimed and to which you must submit or do submit with our consent; or b. Any other alternative dispute resolution pro- ceeding in which such damages are claimed and to which you submit with our consent. 6. "Temporary worker" means a person who is furnished to you to substitute for a permanent "employee" on leave or to meet seasonal or short- term workload conditions. 7. "Workers Compensation Laws" means the work- ers or workmen's compensation law and occupa- tional disease law of each state or territory. It in- cludes any amendments to that law which are in effect during the endorsement period. It does not include the provisions of any law that provides non -occupational disability benefits. Page 4 of 4 Copyright, The Travelers Indemnity Company, 2003 GN 01 13 11 03 POLICY NUMBER: CUP-9M682435-21-47 UMBRELLA ISSUE DATE: 12/14/2020 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. SCHEDULE OF UNDERLYING INSURANCE This endorsement modifies insurance provided under the following: EXCESS FOLLOW -FORM AND UMBRELLA LIABILITY INSURANCE Employers Liability CarrlerTHE TRAVELERS INDEMNITY COMPANY OF CONNECTICUT Policy NumberUB-005R499612-20 Policy Period From: 10/20/2020 to: 10/20/2021 Automobile Liability CarrlerTHE TRAVELERS INDEMNITY COMPANY OF CONNECTICUT Policy Number BA-003R576386-21 Policy Period From: 01/01/2021 to: 01/01/2022 Commercial General Liability Carrier THE CHARTER OAK FIRE INSURANCE COMPANY Policy Number 680-009M677855-21 Policy Period From: 01/01/2021 to: 01/01/2022 Limits Of Liability Bodily Injury By Accident $1,000,000 Each Accident Bodily Injury By Disease $1,000,000 Policy Limit Bodily Injury By Disease $1,000,000 Each Employee Limits Of Liability Bodily Injury And Property $1,000,000 Damage Combined Single Limit Limits Of Liability General Aggregate Products -Completed Operations Aggregate Personal and Advertising Injury Each Occurrence $2,000,000 $2,000,000 $1,000,000 $1,000,000 PRODUCER:USI KIBBLE & PRENTICE OFFICE:PLAN A & E 20V EU 00 03 08 18 © 2018 The Travelers Indemnity Company. All rights reserved. Page 1 of 1 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 CANCELLATION: SCHEDULE Number of Days Notice: WHEN WE DO NOT RENEW (Nonrenewal): Number of Days Notice: 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 A. If we cancel this policy for any legally permitted reason other than nonpayment of premium, and a number of days is shown for Cancellation in the Schedule above, we will mail notice of cancellation to the person or organization shown in such Schedule. We will mail such notice to the address shown in the Schedule above at least the number of days shown for Cancellation in such Schedule before the effective date of cancellation. 30 30 B. If we do not renew this policy for any legally permitted reason other than nonpayment of premium, and a number of days is shown for When We Do Not Renew (Nonrenewal) in the Schedule above, we will mail notice of nonrenewal to the person or organization shown in such Schedule. We will mail such notice to the address shown in the Schedule above at least the number of days shown for When We Do Not Renew (Nonrenewal) in such Schedule before the effective date of nonrenewal. IL T4 00 05 19 © 2019 The Travelers Indemnity Company. All rights reserved. Page 1 of 1 COMMERCIAL AUTO POLICY ENDORSEMENT CA T8 04 0121 POLICY NUMBER 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 NU14BER OF DAYS SHOWN FOR NONRENEWAL IN THE SCHEDULE ABOVE BEFORE THE EXPIRATION DATE. EFFECTIVE DATE 01/01/2021 EXPIRATION DATE 01101/2022 PAGE 0001 tiewey insurance company 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 ` Polic Number KPG PS dba KPG. Inc. I AFC-9u04l559-03 Effective Date of This Endorsement Authorized Representative 01 /01 /2021 3 - BDP0713130 (07-13) 26963-9033961-72104 Policy Form: BDP0417001 (04-17) BUSINESS INFORMATION Business Name: KPG, P.S. UBI Number: 601248 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: 10512 NE 194TH ST, SUITE 400, SEATTLE, WA, 98121, UNITED STATES Expiration Date: 05/31/2022 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 GOVERNOR INDIVIDUAL GOVERNOR INDIVIDUAL GOVERNOR INDIVIDUAL GOVERNOR INDIVIDUAL GOVERNOR INDIVIDUAL GOVERNOR INDIVIDUAL Entity Name First Name Last Name ELIZABETH GIBSON PAUL FUESEL TERRY WRIGHT OLIVIA PARASCHIV NANDEZ MILLER NELSON DAVIS Title Governors Type GOVERNOR INDIVIDUAL GOVERNOR INDIVIDUAL GOVERNOR INDIVIDUAL. GOVERNOR INDIVIDUAL GOVERNOR INDIVIDUAL GOVERNOR INDIVIDUAL GOVERNOR INDIVIDUAL Entity Name First Name Last Name DENNIS DEAN JR JAN CIGANIK NATHANIEL MOZER MICHAEL BOWEN JASON FRITZLER SUSAN ROWE SESSYLE ASATO < Business Lookup License Information: Entity name: KPG, P.S. Business KPG, P.S. name: Entity type: Professional Service Corporation UBI #: 601-248-468 Business ID: 001 Location ID: 0001 Location: Active Location address: 3131 ELLIOTT AVE STE 400 SEATTLE WA 98121-1006 Mailing address: 3131 ELLIOTT AVE STE 400 SEATTLE WA 98121-1006 Excise tax and reseller permit status: Click here Secretary of State status: Click here New search Back to results Endorsements hold a License # Count Details Status Explratloi First Issue Architect Firm View Architect Active May-31-2 Jun-20-2C Bonney Lake Active May-31-2 Apr-06-2( General Business - Non -Resident Bremerton General 34494 Active Dec-31-21 Jan-01-2C Business - Non - Resident Burien General 07412 Active May-31-2 Dec-16-21 Business - Non - Resident Carnation General Active May-31-2 Sep-30-21 Business - Non - Resident Castle Rock Active May-31-2 Sep-23-21 Page 1 of 3 Endorsements Endorsements held a License # Count Details Status Expiratioi First issua Covington General Active Jul-31-20, Aug-23-2 Business - Non - Resident Duvall General Active May-31-2 Jan-03-2C Business - Non - Resident East Wenatchee Active May-31-2 Jan-23-2C General Business - Non -Resident Endorsements held a License # Count Details Eatonville General Business - Non - Resident Edmonds General NR-02673 Business - Non - Resident Federal Way 06-10104: General Business - Non -Resident Fife General Business - Non - Resident Fircrest General Business - Non - Resident Status Expiratioi First issua Active May-31-2 Jan-07-2C Active May-31-2 Apr-22-2( Active May-31-2 Mar-06-2 Active May-31-2 Jan-16-2C Active May-31-2 Apr-08-2( Governing People May include governing people not registered with Secretary of State Governing people Title ASATO, SESSYLE BOWEN, MICHAEL CIGANIK, JAN DAVIS, NELSON DEAN JR, DENNIS FRITZLER, JASON QP Governing people FUESEL, PAUL GIBSON, ELIZABETH MILLER, NANDEZ MOZER, NATHANIEL PARASCHIV, OLIVIA ROWE, SUSAN WRIGHT, TERRY Registered Trade Names Registered trade names Status KPG, P.S- Active Title First issued Apr-09-2018 View Additional Locations The Business Lookup information is updated nightly. 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