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HomeMy WebLinkAbout5938 PROFESSIONAL SERVICES AGREEMENT 3027 Olympus Drive NE Survey The City of Bremerton ("City") and Puget Sound Surveying Inc. ("Consultant"), referred to collectively as the"Parties,"enter into the following Agreement for professional services: [. Scope: The Consultant agrees to perform the services more specifically described in the Scope of Work, dated February 7, 2019, including any attachments thereto , attached hereto as Exhibit A, which is incorporated by reference herein. The Scope of Work may be modified only pursuant to Section VII.H of this Agreement. If the Scope of Work provides for unspecified additional services such services shall only be performed upon the express written request of the City. Consultant further represents that the services furnished under this Agreement will be performed in accordance with generally accepted professional practices in effect at the time such services are performed. H. Term: The City and the Consultant agree that work will begin on the tasks described in Exhibit A immediately upon execution of this Agreement. The parties agree that the work described in Exhibit A is to be completed as provided for in the work schedule attached hereto as Exhibit A;provided however,that additional time shall be granted by the City for excusable delays or extra work as provided for in Section IX.A of this agreement. III. Compensation: In consideration of the services provided pursuant to this Agreement,the City shall pay Consultant in an amount not to exceed $13,000.00. Consultant's charges and bills shall conform to the fee schedule attached hereto as Exhibit A and incorporated herein by this reference. The Consultant shall submit regular billing statements detailing work performed and amount charged on each task or portion thereof. The descriptions shall conform to and fall within the categories set out in the Scope of Work and/or Fee Schedule. Upon receipt of a conforming billing statement, the City shall promptly process payment. PROVIDED, HOWEVER, the City reserves the right to prioritize scoped work and accelerate and/or delay work tasks under the time frame set forth in Section II herein. The Consultant's labor rates and billing fees shall be as delineated in Exhibit A. Consultant shall not perform work beyond the Scope of Work, nor shall be compensated for such work, unless the Scope of Work or amount of compensation is modified pursuant to this Agreement. Consultant shall only be compensated for additional services if requested pursuant to Section I and, if not otherwise provided, such compensation shall be in accordance with Exhibit A. If a billing statement does not conform to this Agreement, the City may withhold payment until the statement is brought into compliance. Such withholding does not relieve Consultant of its obligations under this Agreement. IV. Relationship of Parties: Consultant represents that it is skilled in the matters addressed in the Scope of Work and is performing independent functions and responsibilities within its field Page 1 of 7 Brcmcrton/PSS Inc. 3027 Olympus Drive NE.Survey Rev.07/2018 of expertise. Consultant and its personnel are independent Consultants and not employees of the City. Consultant and its personnel have no authority to bind the City or to control the City's employees and other Consultants. None of the benefits provided by the City to its employees, including,but not limited to,compensation,insurance,and unemployment insurance are available from the City to the employees, agents, representatives, or sub-consultants of the Consultant. Consultant will be solely and entirely responsible for its acts and for the acts of Consultant's agents, employees, representatives and sub-consultants during the performance of this Agreement. The City may, during the term of this Agreement, engage other independent Consultants to perform 1 the same or similar work. As an independent Consultant, Consultant is responsible for its own management. The City's administration and enforcement of this Agreement shall not be deemed an exercise of managerial control over Consultant or its personnel. As an independent Consultant, Consultant is responsible for payment of all taxes and licensing fees necessary to perform its obligations under this Agreement. These taxes and fees include but are not limited to State industrial insurance,Business&Occupation,State professional licensing, and City business licensing. If any taxes or fees due the City have been declared delinquent,the City may withhold the delinquent amount,plus any additional charges arising from the delinquency,from any payments due Consultant. V. Indemnification: A. Consultant shall defend, indemnify and hold the City, its officers, officials, employees, agents and volunteers harmless from any and all claims, injuries, damages, losses or suits, including all legal costs and attorney fees, arising out of or in connection with the performance of this Agreement except for that portion of the injuries and damages caused by the City's sole negligence,unless Consultant is conducting work pursuant to Subsection B below. The City's review or acceptance of any of the work when completed shall not be grounds to avoid any of these covenants of indemnification. B. Architects. Engineers and Any Other Professional Listed In and Performing Services Defined in RCW 4.24.115. Should a court of competent jurisdiction determine that Consultant's services provided pursuant to this Agreement is subject to RCW 4.24.115, then, in the event of liability for damages arising out of bodily injury to persons or damages to property caused by or resulting from the concurrent negligence of the Consultant and the City,its officers, officials, employees, agents and volunteers, the Consultant's liability hereunder shall be only to the extent of the Consultant's negligence. IT IS FURTHER SPECIFICALLY AND EXPRESSLY UNDERSTOOD THAT THE INDEMNIFICATION PROVIDED HEREIN CONSTITUTES THE CONSULTANT'S WAIVER OF IMMUNITY UNDER INDUSTRIAL INSURANCE, TITLE 51 RCW, SOLELY FOR THE PURPOSES OF THIS INDEMNIFICATION. THE PARTIES FURTHER ACKNOWLEDGE THAT THEY HAVE MUTUALLY NEGOTIATED THIS WAIVER. Page 2 of 7 Bremerton/PSS Inc. 3027 Olympus Drive NE Survey Rev.07/2018 The provisions of this section shall survive the expiration or termination of this Agreement. VI. Insurance: The Consultant shall procure and maintain for the duration of the Agreement, insurance against claims for injuries to persons or damage to property which may arise from or in connection with the performance of the work hereunder by the Consultant, its agents, representatives, employees, sub-consultants or sub-contractors. Before beginning work on the project described in this Agreement, the Consultant shall provide a Certificate of Insurance evidencing: 1. Automobile Liability insurance with limits no less than $1,000,000 combined single limit per accident for bodily injury and property damage; and 2. Commercial General Liability insurance written on an occurrence basis with limits no less than $1,000,000 combined single limit per occurrence and general aggregate for personal injury, bodily injury and property damage. Coverage shall include but not be limited to: blanket contractual; products/completed operations/broad form property damage; explosion, collapse and underground (XCU) if applicable; and 3. Excess Liability insurance with limits not less than $1,000,000 limit per occurrence and aggregate; and 4. Professional Liability insurance with limits no less than $1,000,000 limit per occurrence/claim; and 5. Workers Compensation insurance as statutorily required by the Industrial Insurance Act of the State of Washington, Title 51, Revised Code of Washington and employer's liability with limits not less than$1,000,000. Any payment of deductible or self-insured retention shall be the sole responsibility of the Consultant. All required policies shall be provided on an "occurrence" basis except professional liability insurance (if required), which may be provided on a"claims-made"basis. The City shall be named as an additionAnsured on the Commercial General Liability insurance policy, as respects work performed by or on behalf of the Consultant and a copy of an endorsement that is acceptable to the City, which names the City as an additional insured shall be attached to the Certificate of Insurance. The City reserves the right to receive a certified copy of all the required insurance policies and endorsements. The City further reserves the right to reject any unacceptable policies and/or endorsements. The Consultant's Commercial General Liability insurance shall contain a clause stating that coverage shall apply separately to each insured against whom claim is made or suit is brought, except with respects to the limits of the insurer's liability. The Consultant's insurance shall b prilry and non-co ibutory insurance as respects the City and shall contain a waiver of tyibipgation against the City for claims arising out of any operations, liabilities and obligations to which coverage applies. It shall be an affirmative Page 3 of 7 Bremerton/PSS Inc. 3027 Olympus Drive NE Survey Rev.07/2018 obligation upon Consultant to advise the City's Risk Manager by fax at (360) 473-5161, or by certified mail, return receipt requested to City of Bremerton, Attn: Risk Management, 345 6th Street, Suite 100, Bremerton, WA 98337 within two days of the cancellation, suspension or substantive change of any insurance policy set out herein, and failure to do so shall be construed to be a breach of this Agreement. The City also reserves its unqualified right to require at any time and for any reason,proof of coverage in the form of a duplicate of the insurance policy with all endorsements as evidence of coverage. VII. General Conditions: A. Reports and Information: When requested by the City, Consultant shall furnish periodic reports and documents on matters covered by this Agreement. The reports and documents shall be furnished in the time and form requested. Consultant shall maintain accounting records in accordance with Generally Accepted Accounting Principles("GAAP")to substantiate all billed amounts. B. Ownership and Use of Records and Documents: Original documents, drawings, designs and reports, including those in electronic format, developed under this Agreement are the property of the City. All written information submitted by the City to the Consultant in connection with the services performed by the Consultant under this Agreement will be safeguarded by the Consultant to at least the same extent as the Consultant safeguards like information relating to its own business. If such information is publicly available or is already in Consultant's possession or known to it,or is rightfully obtained by the Consultant from third parties,Consultant shall bear no responsibility for its disclosure, inadvertent or otherwise. All data, documents and files created by Consultant under this Agreement may be stored at Consultant's office in Tacoma, Washington. Consultant shall make such data, documents, and files available to the City upon its request at all reasonable times for the purpose of editing, modifying and updating as necessary until such time as the City is capable of storing such information in the City's offices. Duplicate copies of this information shall be provided to the City upon its request,and at reasonable cost. All documents, including all reports, drawings, specifications,computer software or other items prepared or furnished by Consultant pursuant to this Agreement, are instruments of service with respect to the project and are the property of the City. Any reuse by the City for other than the specific purpose intended will be at City's sole risk. C. Use of Photographs and Images. Consultant shall not use or distribute photographs or images depicting City officials, personnel, property, or equipment whether prepared by Consultant or provided by City without prior written consent of the City. The City will not unreasonably withhold its consent. D. Work Performed at Consultant's Risk: Consultant shall take all precautions necessary and shall be responsible for the safety of its employees, agents, and sub-consultants in Page 4 of 7 Bremerton/PSS Inc. 3027 Olympus Drive NE Survey Rev.07/20 18 the performance of the work hereunder and shall utilize all protection necessary for that purpose. All work shall be done at Consultant's own risk, and Consultant shall be responsible for any loss of or damage to materials,tools,or other articles used or held for use in connection with the work. E. Place of Work: The Consultant shall perform the work authorized under this Agreement at its offices in Tacoma, Washington. Meetings with the City staff as described in Exhibit A, Scope of Work, shall take place at the City's offices, or at locations mutually agreed upon by the parties. F. Entire Agreement: This Agreement and its Exhibits constitutes the entire agreement between the Parties, and the Parties acknowledge that there are no other agreements, written or oral, that have not been set forth in the text of this Agreement. G. Severability: Should any part of this Agreement be found void,the balance of the Agreement shall remain in full force and effect. H. Modification: This Agreement may only be modified by written instrument signed by both Parties. I. Written Notices: All communications regarding this Agreement shall be sent to the parties at the addresses listed below by registered or 1st class mail, or by personal service, and shall be deemed sufficiently given if sent to the addressee at the address stated in this Agreement or such other address as may be hereafter specified in writing. Notices to be sent to: Notices to be sent to: CITY: CONSULTANT: Attn: City Clerk Attn: Catherine Cloran City of Bremerton Puget Sound Surveying, Inc. 345 6`h Street, Suite 100 P.O. Box 7470 Bremerton, WA 98337-1891 Tacoma, WA 98417 J. Waiver: Failure to enforce any provision of this Agreement shall not be deemed a waiver of that provision. Waiver of any right or power arising out of this Agreement shall not be deemed waiver of any other right or power. K. Non-Waiver of Breach: The failure of the City to insist upon strict performance of any of the covenants and agreements contained herein,or to exercise any option herein conferred in one or more instances shall not be construed to be a waiver or relinquishment of said covenants, agreements or options, and the same shall be and remain in full force and effect. L. Compliance with Laws: Consultant shall comply with all applicable Federal,State, and local laws in performing its obligations under this Agreement. Page 5 of 7 Bremerton/PSS Inc. 3027 Olympus Drive NE Survey Rev.07/2018 M. Choice of Law and Venue: This Agreement shall be interpreted according to the laws of the State of Washington. Any judicial action to resolve disputes arising out of this Agreement shall be brought in Kitsap County Superior Court. N. Attorneys' Fees: In the event of litigation to enforce any of the terms or provisions herein,each party shall pay all its own costs and attorney's fees. O. Assignment: Any assignment of this agreement by the Contractor without the written consent of the City shall be void. VIII. Nondiscrimination: Consultant shall not discriminate in employment or services to the public on the basis of race, color, national origin, sex, religion, age, marital status, disability, or sexual orientation except for employment actions based on bona fide occupational qualification. IX. Termination: This Agreement shall remain in force until completion and acceptance of the services, terminated by written instrument upon mutual consent, or by the City of Bremerton for convenience. This Agreement may be immediately terminated for cause by a Party if the other Party substantially fails to perform through no fault of the terminating Party, and the non- performing Party does not commence correction of the failure of performance within thirty (30) days of the terminating Party's sending notice to the non-performing Party. Any Notice by Consultant shall include a report showing the status of all items listed in the Scope of Work current through the termination date. If the City receives reimbursement by any federal,state,or other source for work described in Section I herein,and that funding is withdrawn, reduced or limited in any way,or the project is cancelled or substantially reduced after the execution date of this Agreement and prior to the completion of the work, the City may summarily terminate this Agreement. A. Excusable Delays: The right of Consultant to proceed shall not be terminated nor shall Consultant be charged with liquidated damages for any delays in the completion of the work due to: 1)any acts of the federal government in controlling,restricting,or requisitioning materials, equipment,tools, or labor by reason of war, national defense, or other national emergency;2)any acts of the City, its consultants, or other public agencies causing such delay; and 3) causes not reasonably foreseeable by the parties at the time of the execution of the Agreement that are beyond the control and without the fault or negligence of the Consultant, including, but not restricted to, acts of God, fires, floods, strikes, or weather of unusual severity. PROVIDED, HOWEVER,that the Consultant must promptly notify the City within ten(10)calendar days in writing of the cause of the delay. If, on the basis of the facts and the terms of this Agreement, the delay is properly excusable, the City shall, in writing, extend the time for completing the work for a period of time commensurate with the period of excusable delay. B. Rights Upon Termination: In the event of termination, the City shall pay for all services performed by the Consultant to the effective date of termination, as described on a final invoice submitted to the City. After termination, the City may take possession of all records and data within the Consultant's possession pertaining to this project which may be used by the City Page 6 of 7 Bremerton/PSS Inc. 3027 Olympus Drive NE Survey Rev.07/2018 without restriction. Any such use not related to the project which Consultant was contracted to perform shall be without liability or legal exposure to the Consultant. X. Suspension & Debarment. For contracts involving Federal funding, Consultant hereby certifies, by signing this agreement, that neither it nor its principals are presently debarred, suspended,proposed for debarment,declared ineligible,or voluntarily excluded from participation in this transaction by any Federal department or agency. Consultant shall provide immediate itlearnsthat it is or has become ineligible for certification. written notice to the Cityif at anytime g Should Consultant enter into a covered transaction with another firm,Consultant agrees by signing this agreement that it will verify that the firm with whom it intends to do business is not debarred, suspended, ineligible, excluded or disqualified. IN WITNESS WHEREOF, thearties below have executed this Agreement. P g CITY: CONSULTANT: CITY OF BREMERTON Pur4-5040CSu✓de'Iir1, Tel B B BY: t.. _ I /WsY Print Name: L A ' T Print Name: �l itrintC1oran I !� Its: 1t,✓ di✓L Its:Pres ltn4- Date: Date: 'S l7/ZO(q APPROVED AS TO FORM: ATTEST: By: ( BCh y. t. t/ Roger A. Lubovich, erton di y Attorney Angela Ws, City Clerk !Mega)\Legal1Forms\FORMS ON COBWEB\Professionai Services Agreement Rev.07 2018.docx Page 7 of 7 Bremerton/PSS Inc. 3027 Olympus Drive NE Survey Rev.07/2018 /I P.O. Box 7470 f ; Tacoma, WA 98417 \ S I N C. Office: 253-328-8686 L .. ---- puyetsoundsurveyind(u7,gmail.com PUGET SOUND SURVEYING www.pssurveyinginc.com Ms. Katie Ketterer February 7, 2019 Project Manager, PW&Utilities City of Bremerton 100 Oyster Bay Ave. Bremerton, WA 98312 Re: Design Topographic Surveying Services proposal upon Kitsap County Parcel no. 122401-2- 028-2007 and 122401-2-027-2008 and located at 3027 and 2929 Olympus Drive NE Bremerton, WA 98310. Dear Ms. Ketterer, Puget Sound Surveying is pleased to provide you with this proposal for Surveying Services. I have identified a number of Task options that may be a benefit to the overall project. Please review and if you have any questions, please don't hesitate to contact me. The following is our proposed scope of work for the project. Task 1 -Design Topographic Survey: Topography Limits in Attached Exhibit: 1_ Perform office research of Kitsap County, City of Bremerton, the Department of Natural Resources, Washington State Department of Transportation and other sources for relevant Survey control, survey monumentation and other relevant data in the vicinity of the project area. 2. Perform a random field traverse or GPS control survey to locate existing survey control and monumentation necessary for the accurate determination of the parcels record boundary, easements, and adjoining private properties. Horizontal datum will be Washington State Plane coordinate system North Zone. Vertical datum will be NAVD 88 (or as requested). 3 In the field we will traverse the property fence line (please see attached exhibit)to note possible encroachments and occupation with adjoining ownerships. 4. Perform a Topographic survey of the property within the fenced area(red hatched area on the exhibit—please see attached below). The topography will extend onto adjoining properties up to 25 feet beyond the property boundary (where and if access is allowed). Within this area we will be locating relevant visible surface features deemed necessary for your future design of the project. This will include the existing buildings, pavement edges, driveways, walks or paths, curbing. concrete pads, visible utility structures(including catch basins, culverts, septic& sewer facilities, water valves, fire hydrants, etc.), fences and gates, flowlines, steps, planters, significant trees 6" and larger, the perimeter of any major landscaping, brush or forested areas, the top and toe of slopes, grade breaks, and ground shots every 50+/-feet. 5. If underground utility locations are desired, See Task 2 below. You may also try to call the Underground Utility Location Center at 811, but that service is often not reliable. Utility Puget Sound Surveying, Inc Page 2 locates done prior to beginning work will be picked up as part of this Task and shown on the final survey. 6. Temporary benchmarks and control points will be set at convenient locations for your future reference. 7. Reduce the field notes, plot data obtained from the fieldwork, and prepare an AutoCAD drawing, drawn at an appropriate scale showing the data collected along with 2' interval contour lines and spot elevations necessary for the future design of the site. The final Boundary and Topographic Survey will be reviewed and certified by a Professional Land Surveyor. This map will be provided in electronic format and paper copies- A reproducible PDF copy will also be provided, along with the project DTM &TIN files for future planning and any engineering calculations. 8. Scope of work to be completed before 12/31/2019. The estimated cost for Task 1 services is $11,930.00 2 man field crew: 8 hours 1 man field crew: 54 hours Survey Tech: 32 hours Land Surveyor: 1 hours Admin: .5 hours Task 2—Private Utility LocateLOptional): Note that only conductible utilities are included in this task. This task must be performed in conjunction with Task 1 to avoid repetitive survey setups.We propose the following: 1. Contract with a private utility locate company who will identify locatable utilities within the desired areas by painting a line (with proper identification color) over the utility location at an interval that will enable us to determine not just a location, but also direction. 2. Underground locating staff will be onsite with the survey crew to assist in mapping each locatable feature. The estimated cost for Task 2 services is: $600.00+/- F PROJECT COST ESTIMATE Task 1 Estimated Cost Design Topographic Survey $11,930.00 Task 2(Optional) $600+I- Private Utility Locates SURVEY ERVICES TOTAL $11,930.00 **Optional Task Not Included in SurveyServices Total** It is estimated that we will deliver the Task 1 to you within 15 working days after field work completion. Puget Sound Surveying, Inc Page 3 If you require a written proposal and authorization for additional services, this should be addressed at the time the work is requested and is subject to modification in accordance with Puget Sound Surveying's most current hourly rates (Time and Material Rates). • 1-man survey crew $145.00 an hour • 2-man survey crew $155.00 an hour • GPS survey crew $160.00 an hour • Licensed Land Surveyor $110.00 an hour • Survey Technician $85.00 an hour • Administration $60.00 an hour Puget Sound Surveying will send you an invoice each month for work in progress. In the event your invoices are not paid according to the terms of the contract, your project will not receive priority scheduling until payment arrangements are made. Specifically excluded from our described scope of services are geotechnical studies, wetland or traffic studies, landscaping, historical/preservation consulting or any engineering services. The Client will pay all costs of title reports, filing fees, and other governmental fees and assessments not specifically identified within this proposal (if any). The costs outlined in this proposal are an estimate only, based on the circumstances presented by you and perceived by Puget Sound Surveying at the time of proposal preparation. They are not a guarantee that the costs will not exceed the amount of this estimate. Puget Sound Surveying is hereby authorized to exceed the estimated costs by up to five percent without prior written notice to the Client if circumstances encountered in the performance of Puget Sound Surveying's obligations result in an overrun. Puget Sound Surveying will perform additional services beyond the basic scope of work upon your request. No extra work will be undertaken without your prior authorization. Revisions to work completed or in progress, requested by you or your agents through no fault of Puget Sound Surveying, will be considered extra services for which additional compensation is due. If you require a written proposal and authorization for additional services, this should be addressed at the time the work is requested. Puget Sound Surveying, Inc Page 4 Any part of this proposal is negotiable pending your particular survey requirements. We look forward to working with you, and should you have any questions or comments regarding this proposal, please feel free to call me at(253)328-8686. Sincerely, 100"4.00 06 0 t I. • ... i _( { ' 06z;PfL ' Catherine Cloran, M.S. — 111! Project Manager 1 , Itl Puget Sound Surveying, Inc. _ I .' ... i ; .� P.O. Box 7470 , f I Tacoma, WA 98417 ;Ea Phone: 253-328-8686 .'!LAI pugetsoundsurveyingagmail com _ d I www,pssurveyinginc.con - _ i '_ " r ._ < ii 1, { 2-025- ,•4 I Vii. _ t1'r, ;1. I- . i 2.027 • s • . 1 • 26'_' �.j1. I • 25, r-; 029. 2=0�� 2..oPE ,024 2.036 2,046: I -,�: - . ..'_--J 2-004 '•if: r The approximate fence line shown in Green. The approximate topographic limits shown in Red hatched area. Puget Sound Surveying, Inc Page 5 WORK AUTHORIZATION DATE: 02/07/2019 JOB NAME/NUMBER: Olympus Dr.Topographic Survey Bremerton COMPANY OR OWNER (CLIENT): City of Bremerton PERSON AUTHORIZING WORK: Ms. Katie Ketterer, Project Manager PW&Utilities Cie BILLING ADDRESS: — PHONE/FAX: (360)473-5334 email: katie.ketterer@ci.bremerton.wa.us SITE ADDRESS: Kitsap County Parcel no. 122401-2-028-2007 and 122401-2-027-2008 and located at 3027 and 2929 Olympus Drive NE Bremerton,WA 98310 WORK DESCRIPTION: please see Task 1 and Task 2(Optional)above ESTIMATED PRICE: Task 1 $11.930.00 and Task 2(Optional)$600.00 TERMS: Payments made within 15 days of receipt of invoice. CLIENT ACCEPTANCE SIGNATURE: DATE PUGET SOUND SURVEYING, INC..ACCEPTANCE SIGNATURE: 6fifil./(efire0 7/7/TO DATE To begin work, please fill out(Modify as needed)and sign this work authorization and return by mail or email. And again, if you have any questions, please don't hesitate to call. Puget Sound Surveying, inc Page 6 GENERAL CONDITIONS Client and Puget Sound Surve m> Inc.a rex drat the fvlluwin rrovisions shall be•art of their A rcentent ..:_ xaxnx....aru�xx.,r.,..,.+.---. .•,r -.,'u.�__.,..:.�.;._ .:. .. .aw.. ::., ^;wx,,.::...a.''r."^.r �. STf..c?.^lam 1. Services.Puget Sound Surveying Inc.(hereinafter known as"Consultant")will pertorm for the Client the services described in the Consultant's proposal letter Services will commence upon Consultant's receipt of the signed Agreement. 2. Compensation.Client shall pay Consultant the amounts identified in the Consultant's Proposal letter. 3. Reimbursable Expenses.Reimbursable Expenses,surcharged by 10 percent,are in addition to compensation for Basic and Additional Services and include expenses incurred by the Consultant in the interest of the Project.these expenses include,but are not limited to:subconsulttants,printing,copying,courier services,overnight or special mail delivery,mileage,photographs,per diem expenses,and equipment rental. 4. Invoices.Consultant will submit invoices to Client for services completed through the last day of the month.Labor rates for"lime and materials'agreements shall be invoiced at Consultant's prevailing fee schedule in effect at the time the services were performed. Payment is due upon presentation of invoice and is past due 30 days from invoice date.Client agrees to pay a late payment charge of 1.5%per month on past due accounts.All invoices will be deemed accurate and due,unless a written objection is submitted to Consultant within 30 days of the invoice date. 1. Retainer.If identified in the Consultant's Proposal letter,the Client shall make an initial payment upon execution of this Agreement.This payment shall be applied against the final invoice, 2. Collection Costs.If legal action is required to enforce the terms of this Agreement,the Consultant shall be entitled to collect from the Client any judgment or settlement sums due,attorney's fees,court costs and expenses incurred as a result of collection action as well as the value of the Consultant's time spent in connection with the collection action,calculated at the Consultant's prevailing fee schedule. 3. Extra Services and/or Change Orders.If Client requests services outside,at variance with,or changed from the Proposal letter attached hereto,Client agrees to pay for all such services as"extra"or"changed work"on a time and expenses basis in accordance with the Consultant's prevailing fee schedule in effect at the time such services are rendered.All Change Orders must be in writing in order to avoid the misunderstanding in changes in the scope of work(Mutual Agreement)All Change Orders signed by both parties in order to be effective. 4. Suspension or Termination of Services.If the Client fails to pay accounts 60 days past due,such failure shall constitute a material breach of this Agreement.This action gives the Consultant the right to terminate the Agreement and releases Consultant from liability. Consultant's fee for work provided prior to termination shall become immediately due and payable. 5. Termination.This Agreement may be terminated by either party upon 30 days'written notice.Upon termination,Consultant shall be compensated for all services performed prior to date of termination,plus reasonable additional expenses that may be incurred in the closing of the project records and activities 6. Risk Allocation.Consultant will exercise its professional judgment in the execution of its services.No other warranties,expressed or implied,are given.Client recognizes the inherent risk of claims associated with the service to be provided by Consultant.Client agrees I To limit the amount of any claim or claims which the Client may make against the Consultant related to this Agreement to $30,000 or the amount of the fee actually paid to the Consultant pursuant to this Agreement,whichever is greater.The type of claims to which this limitation applies include,without limitation,claims based on negligence,professional errors or omissions, indemnity,contribution,breach of expressed warranty,breach of implied warranty and strict liability. 2. That the Client will defend,indemnify,and hold harmless the Consultant against any and all claims,damages and liability arising out of or related to the Agreement that are caused partly or wholly by the act,error or omission of the Client or its employees,agents or consultants.Provided,however,that the Client shall have no duty to indemnify or hold harmless the Consultant if the claim,damages and liability arc caused by the sole negligence of the Consultant.Provided t'urther,that if the claim,damages and liability'are caused by the concurrent negligence of the Client and the Consultant,the Client's duty to indemnify and hold harmless shall be limited to the extent of the Client's contributory negligence. 3. Hidden Conditions.Inasmuch as the review of an existing site requires that certain assumptions be made regarding existing conditions,and because some of these assumptions may not be verifiable without expending additional sums of money or destroying otherwise adequate or serviceable portions of the site,the Client agrees not to make any claims against the Consultant if it develops that the conditions actually reviewed do not accurately reflect conditions elsewhere on the site 4. Acceptance.Consultant's acceptance of this Agreement is not a guarantee of governmental agency approval.Consultant will endeavor to obtain such approvals on Client's behalf,but does not have control over policy decisions or procedures that change during the term of this Agreement and cannot be held responsible for governmental agency actions or timeliness of governmental review. 5. Disputes and Remedies.If any dispute arises between the Client and Consultant,the parties will make a good faith effort to first resolve the dispute without resort to litigation.As a condition precedent to any lawsuit,the Client must present any claim in writing to the Consultant and provide Use Consultant a reasonable opportunity to correct the work.If a dispute cannot be resolved between the parties either party may file suit in an appropriate court o:jurisdiction.If a suit is filed in Superior Court,the dispute will be decided according to the mandatory arbitration rules of the county in which the suit is filed,regardless of the amount in dispute,and each party expressly waives the dollar limits currently in affect according to the mandatory arbitration rules of the county in which the suit is filed.The arbitrator shall have the authority to determine the amount,validity,and enforceability of a lien,if any.The parties each waive their right to file any appeal for trail de novo in Superior Court and agree to accept the arbitrator's award as final and binding. In the event a dispute arises and either party seeks and receives legal counsel for which a fee is charged,the prevailing party shall in all cases be awarded his or her reasonable attorney's tees regardless of whether the dispute is resolved through settlement or arbitration. Client's Initials 6Consultant's Initials Al C V DATE(MM/DD/YYYY) CERTIFICATE OF LIABILITY INSURANCE 02/25/2019 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER.THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND,EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S),AUTHORIZED REPRESENTATIVE OR PRODUCER,AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder is an ADDITIONAL INSURED,the policy(ies)must have ADDITIONAL INSURED provisions or be endorsed. If SUBROGATION IS WAIVED,subject to the terms and conditions of the policy,certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). PRODUCER CONTACT Kim Mitchell NAMEPHONE. Ozanich Insurance Brokers, LTD (NC,No,Ext): (253)564-2622 {ra No):(253)564-4244 E-MAIL 3925 South Orchard Street ADDRESS: ozanicheozanich-ins.com Tacoma, WA 98466 INSURER(S)AFFORDING COVERAGE NAIC0 INSURERA: Liberty Northwest Insurance Corp. 24082 INSURED INSURERB: Liberty Northwest Insurance Corp 24082 INSURER C: Risk Placement Servcies.Inc DBA:PUGET SOUND SURVEYING ci 5124 N SEAVIEW ST INSURER D: /.,L''' v 3 1r 2, I I TACOMA,WA 98407 INSURERE: `/ INSURER F: -- 1\-1 �/ COVERAGES CERTIFICATE NUMBER: 00000000-0 REVISION NUMBER: 8 THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT,TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN,THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES.LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. INSR _- ADDL SUBR POLICY EFF POLICY EXP LTR TYPE OF INSURANCE INSD WVO POLICY NUMBER (MM/DD/YYYY) (MM/DD/YYYY) LIMITS A X COMMERCIALGENERALLIABILITY j Y Y BZS58969534 06/29/2018 06/29/2019 EACH OCCURRENCE $ 1,000,000 MAGE TO V CLAIMS-MADE X OCCUR PREM SES(EaENTED occurrence) $ 1,000,000 — MED EXP(Any one person) $ a � 15,000 PERSONAL&ADV INJURY $ V 1,000,000 — GEN'L AGGREGATE LIMIT APPLIES PER: GENERAL AGGREGATE $ 2,000,000 X POLICY jECa LOC PRODUCTS-COMP/OP AGG $ 2,000,000 OTHER: $ B AUTOMOBILE LIABILITY Y Y BAS58969534 06/29/2018 06/29/2019 (EO aB iNdED SINGLE LIMIT $ 1,000,000 ANY AUTO BODILY INJURY(Per person) $ OWNED SCHEDULED BODILY INJURY(Per accident) $ AUTOS ONLY X AUTOS HIRED NON-OWNED (ReOPgaldentDMAGE $ X AUTOS ONLY X AUTOS ONLY UMBRELLA LIAR OCCUR EACH OCCURRENCE $ — EXCESS LIAB CLAIMS-MADE AGGREGATE $ DED RETENTION$ $ A WORKERS COMPENSATION Y BZS58969534 06/29/2018 06/29/2019 X STATUTE OTH- ER STOP GAP AND EMPLOYERS'LIABILITY ANY PROPRIETOR/PARTNER/EXECUTIVE YINE.L.EACH ACCIDENT $ 1,000,000 OFFICER/MEMBER EXCLUDED? n N I A V/ (Mandatory in NH) E.L.DISEASE-EA EMPLOYEE $ 1,000,000 If yes, be under DESCRIPTION OF OPERATIONS below E.L.DISEASE-POLICY LIMIT 5 1,000,000 C Professional Liab 0307-2446 01/09/2019 01/09/2020 Per Claim Limit 1,000,000 C Employment Practices 0307-2446 01/09/2019 01/09/2020 Per Claim Limit 25,000 DESCRIPTION OF OPERATIONS/LOCATIONS/VEHICLES(ACORD 101,Additional Remarks Schedule,may be attached if more space is required) The City of Bremerton is listed as additional insued. v CERTIFICATE HOLDER CANCELLATION SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF,NOTICE WILL BE DELIVERED IN City of Bremerton ACCORDANCE WITH THE POLICY PROVISIONS. 345 6th St, Suite 100 BREMERTON,WA 98337 AUTHORIZED REPRESENTATIVE — ' /I t/t/ LtL (KAM) ©1988-2015 ACORD CORPORATION. All rights reserved. ACORD 25(2016/03) The ACORD name and logo are registered marks of ACORD Printed by KAM on February 25,2019 at 12:43PM COMMERCIAL GENERAL LIABILITY CG 88 10 04 13 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. COMMERCIAL GENERAL LIABILITY EXTENSION This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART INDEX SUBJECT PAGE NON-OWNED AIRCRAFT 2 NON-OWNED WATERCRAFT 2 PROPERTY DAMAGE LIABILITY -ELEVATORS 2 EXTENDED DAMAGE TO PROPERTY RENTED TO YOU (Tenant's Property Damage) 2 MEDICAL PAYMENTS EXTENSION 3 EXTENSION OF SUPPLEMENTARY PAYMENTS -COVERAGES A AND B 3 ADDITIONAL INSUREDS -BY CONTRACT, AGREEMENT OR PERMIT 3 PRIMARY AND NON-CONTRIBUTORY- ADDITIONAL INSURED EXTENSION 5 ADDITIONAL INSUREDS -EXTENDED PROTECTION OF YOUR "LIMITS OF INSURANCE" 6 WHO IS AN INSURED -INCIDENTAL MEDICAL ERRORS/MALPRACTICE AND WHO IS AN INSURED -FELLOW EMPLOYEE EXTENSION -MANAGEMENT EMPLOYEES 6 NEWLY FORMED OR ADDITIONALLY ACQUIRED ENTITIES 7 FAILURE TO DISCLOSE HAZARDS AND PRIOR OCCURRENCES 7 KNOWLEDGE OF OCCURRENCE, OFFENSE, CLAIM OR SUIT 7 LIBERALIZATION CLAUSE 7 BODILY INJURY REDEFINED 7 EXTENDED PROPERTY DAMAGE 8 WAIVER OF TRADER OF RIGHTS OF RECOVERY AGAINST OTHERS TO US - 8 WHEN REQUIRED IN A CONTRACT OR AGREEMENT WITH YOU © 2013 Liberty Mutual Insurance CG 88 10 04 13 Includes copyrighted material of Insurance Services Office, Inc.,with its permission. Page 1 of 8 With respect to coverage afforded by this endorsement, the provisions of the policy apply unless modified by the endorsement. A. NON-OWNED AIRCRAFT Under Paragraph 2. Exclusions of Section I - Coverage A - Bodily Injury And Property Damage Liability, exclusion g. Aircraft, Auto Or Watercraft does not apply to an aircraft provided: 1. It is not owned by any insured; 2. It is hired, chartered or loaned with a trained paid crew; 3. The pilot in command holds a currently effective certificate, issued by the duly constituted authority of the United States of America or Canada, designating her or him a commercial or airline pilot; and 4. It is not being used to carry persons or property for a charge. However, the insurance afforded by this provision does not apply if there is available to the insured other valid and collectible insurance, whether primary, excess (other than insurance written to apply specifically in excess of this policy), contingent or on any other basis, that would also apply to the loss covered under this provision. B. NON-OWNED WATERCRAFT Under Paragraph 2. Exclusions of Section I-Coverage A-Bodily Injury And Property Damage Liability, Subparagraph (2) of exclusion g. Aircraft, Auto Or Watercraft is replaced by the following: This exclusion does not apply to: (2) A watercraft you do not own that is: (a) Less than 52 feet long; and (b) Not being used to carry persons or property for a charge. C. PROPERTY DAMAGE LIABILITY -ELEVATORS 1. Under Paragraph 2. Exclusions of Section I - Coverage A - Bodily Injury And Property Damage Liabil- ity, Subparagraphs (3), (4) and (6) of exclusion j. Damage To Property do not apply if such "property damage" results from the use of elevators. For the purpose of this provision, elevators do not include vehicle lifts. Vehicle lifts are lifts or hoists used in automobile service or repair operations. 2. The following is added to Section IV - Commercial General Liability Conditions, Condition 4. Other Insurance, Paragraph b. Excess Insurance: The insurance afforded by this provision of this endorsement is excess over any property insurance, whether primary, excess, contingent or on any other basis. D. EXTENDED DAMAGE TO PROPERTY RENTED TO YOU (Tenant's Property Damage) If Damage To Premises Rented To You is not otherwise excluded from this Coverage Part: 1. Under Paragraph 2. Exclusions of Section I -Coverage A-Bodily Injury and Property Damage Liability: a. The fourth from the last paragraph of exclusion j. Damage To Property is replaced by the follow- ing: Paragraphs (1), (3) and (4) of this exclusion do not apply to "property damage" (other than damage by fire, lightning, explosion, smoke, or leakage from an automatic fire protection system) to: (i) Premises rented to you for a period of 7 or fewer consecutive days; or (ii) Contents that you rent or lease as part of a premises rental or lease agreement for a period of more than 7 days. Paragraphs (1), (3) and (4) of this exclusion do not apply to "property damage" to contents of premises rented to you for a period of 7 or fewer consecutive days. A separate limit of insurance applies to this coverage as described in Section III - Limits of Insurance. © 2013 Liberty Mutual Insurance CG 88 10 04 13 Includes copyrighted material of Insurance Services Office,Inc.,with its permission. Page 2 of 8 b. The last paragraph of subsection 2. Exclusions is replaced by the following: Exclusions c. through n. do not apply to damage by fire, lightning, explosion, smoke or leakage from automatic fire protection systems to premises while rented to you or temporarily occupied by you with permission of the owner. A separate limit of insurance applies to Damage To Premises Rented To You as described in Section III -Limits Of Insurance. 2. Paragraph 6. under Section III -Limits Of Insurance is replaced by the following: 6. Subject to Paragraph 5. above, the Damage To Premises Rented To You Limit is the most we will pay under Coverage A for damages because of "property damage" to: a. Any one premise: (1) While rented to you; or (2) While rented to you or temporarily occupied by you with permission of the owner for damage by fire, lightning, explosion, smoke or leakage from automatic protection sys- tems; or b. Contents that you rent or lease as part of a premises rental or lease agreement. 3. As regards coverage provided by this provision D. EXTENDED DAMAGE TO PROPERTY RENTED TO YOU (Tenant's Property Damage) -Paragraph 9.a. of Definitions is replaced with the following: 9.a. A contract for a lease of premises. However, that portion of the contract for a lease of premises that indemnifies any person or organization for damage by fire, lightning, explosion, smoke, or leakage from automatic fire protection systems to premises while rented to you or temporarily occupied by you with the permission of the owner, or for damage to contents of such premises that are included in your premises rental or lease agreement, is not an "insured contract". E. MEDICAL PAYMENTS EXTENSION If Coverage C Medical Payments is not otherwise excluded, the Medical Payments provided by this policy are amended as follows: Under Paragraph 1. Insuring Agreement of Section I -Coverage C - Medical Payments, Subparagraph (b) of Paragraph a. is replaced by the following: (b) The expenses are incurred and reported within three years of the date of the accident; and F. EXTENSION OF SUPPLEMENTARY PAYMENTS -COVERAGES A AND B 1. Under Supplementary Payments -Coverages A and B, Paragraph 1.b. is replaced by the following: b. Up to $3,000 for cost of bail bonds required because of accidents or traffic law violations arising out of the use of any vehicle to which the Bodily Injury Liability Coverage applies. We do not have to furnish these bonds. 2. Paragraph 1.d. is replaced by the following: ° d. All reasonable expenses incurred by the insured at our request to assist us in the investigation or defense of the claim or "suit", including actual loss of earnings up to $500 a day because of time off from work. G. ADDITIONAL INSUREDS -BY CONTRACT, AGREEMENT OR PERMIT 1. Paragraph 2. under Section II -Who Is An Insured is amended to include as an insured any person or organization whom you have agreed to add as an additional insured in a written contract, written agreement or permit. Such person or organization is an additional insured but only with respect to liability for "bodily injury", "property damage" or "personal and advertising injury" caused in whole or in part by: a. Your acts or omissions, or the acts or omissions of those acting on your behalf, in the performance of your on going operations for the additional insured that are the subject of the written contract or written agreement provided that the "bodily injury" or "property damage" occurs, or the "per- sonal and advertising injury" is committed, subsequent to the signing of such written contract or written agreement; or © 2013 Liberty Mutual Insurance CG 88 10 04 13 Includes copyrighted material of Insurance Services Office,Inc.,with its permission. Page 3 of 8 b. Premises or facilities rented by you or used by you; or c. The maintenance, operation or use by you of equipment rented or leased to you by such person or organization; or d. Operations performed by you or on your behalf for which the state or political subdivision has issued a permit subject to the following additional provisions: (1) This insurance does not apply to "bodily injury", "property damage", or "personal and ad- vertising injury" arising out of the operations performed for the state or political subdivision; (2) This insurance does not apply to "bodily injury" or "property damage" included within the "completed operations hazard". (3) Insurance applies to premises you own, rent, or control but only with respect to the following hazards: (a) The existence, maintenance, repair, construction, erection, or removal of advertising signs, awnings, canopies, cellar entrances, coal holes, driveways, manholes, marquees, hoist away openings, sidewalk vaults, street banners, or decorations and similar expo- sures; or (b) The construction, erection, or removal of elevators; or (c) The ownership, maintenance, or use of any elevators covered by this insurance. However: 1. The insurance afforded to such additional insured only applies to the extent permitted by law; and 2. If coverage provided to the additional insured is required by a contract or agreement, the insur- ance afforded to such additional insured will not be broader than that which you are required by the contract or agreement to provide for such additional insured. With respect to Paragraph 1.a. above, a person's or organization's status as an additional insured under this endorsement ends when: (1) All work, including materials, parts or equipment furnished in connection with such work, on the project (other than service, maintenance or repairs) to be performed by or on behalf of the additional insured(s) at the location of the covered operations has been completed; or (2) That portion of "your work" out of which the injury or damage arises has been put to its intended use by any person or organization other than another contractor or subcontractor engaged in performing operations for a principal as a part of the same project. With respect to Paragraph 1.b. above, a person's or organization's status as an additional insured under this endorsement ends when their written contract or written agreement with you for such premises or facilities ends. With respects to Paragraph 1.c. above, this insurance does not apply to any "occurrence" which takes place after the equipment rental or lease agreement has expired or you have returned such equipment to the lessor. The insurance provided by this endorsement applies only if the written contract or written agreement is signed prior to the "bodily injury" or "property damage". We have no duty to defend an additional insured under this endorsement until we receive written notice of a "suit" by the additional insured as required in Paragraph b. of Condition 2. Duties In the Event Of Occurrence, Offense, Claim Or Suit under Section IV - Commercial General Liability Condi- tions. © 2013 Liberty Mutual Insurance CG 88 10 04 13 Includes copyrighted material of Insurance Services Office,Inc.,with its permission. Page 4 of 8 2. With respect to the insurance provided by this endorsement, the following are added to Paragraph 2. Exclusions under Section I -Coverage A-Bodily Injury And Property Damage Liability: This insurance does not apply to: a. "Bodily injury" or "property damage" arising from the sole negligence of the additional insured. b. "Bodily injury" or "property damage" that occurs prior to you commencing operations at the location where such "bodily injury" or "property damage" occurs. c. "Bodily injury", "property damage" or "personal and advertising injury" arising out of the render- ing of, or the failure to render, any professional architectural, engineering or surveying services, including: (1) The preparing, approving, or failing to prepare or approve, maps, shop drawings, opinions, reports, surveys, field orders, change orders or drawings and specifications; or (2) Supervisory, inspection, architectural or engineering activities. This exclusion applies even if the claims against any insured allege negligence or other wrongdoing in the supervision, hiring, employment, training or monitoring of others by that insured, if the "occur- rence" which caused the "bodily injury" or "property damage", or the offense which caused the "personal and advertising injury", involved the rendering of, or the failure to render, any professional architectural, engineering or surveying services. d. "Bodily injury" or "property damage" occurring after: (1) All work, including materials, parts or equipment furnished in connection with such work, on the project (other than service, maintenance or repairs) to be performed by or on behalf of the additional insured(s) at the location of the covered operations has been completed; or (2) That portion of "your work" out of which the injury or damage arises has been put to its intended use by any person or organization other than another contractor or subcontractor engaged in performing operations for a principal as a part of the same project. e. Any person or organization specifically designated as an additional insured for ongoing operations by a separate ADDITIONAL INSURED -OWNERS, LESSEES OR CONTRACTORS endorsement is- sued by us and made a part of this policy. 3. With respect to the insurance afforded to these additional insureds, the following is added to Section III -Limits Of Insurance: If coverage provided to the additional insured is required by a contract or agreement, the most we will pay on behalf of the additional insured is the amount of insurance: a. Required by the contract or agreement; or b. Available under the applicable Limits of Insurance shown in the Declarations; whichever is less. This endorsement shall not increase the applicable Limits of Insurance shown in the Declaratio ns. H. PRIMARY AND NON-CONTRIBUTORY ADDITIONAL INSURED EXTENSION 'V This provision applies to any person or organization who qualifies as an additional insured under any form or endorsement under this policy. Condition 4. Other Insurance of SECTION IV - COMMERCIAL GENERAL LIABILITY CONDITIONS is amend- ed as follows: a. The following is added to Paragraph a. Primary Insurance: If an additional insured's policy has an Other Insurance provision making its policy excess, and you have agreed in a written contract or written agreement to provide the additional insured coverage on a primary and noncontributory basis, this policy shall be primary and we will not seek contribution from the additional insured's policy for damages we cover. © 2013 Liberty Mutual Insurance CG 88 10 04 13 Includes copyrighted material of Insurance Services Office,Inc.,with its permission. Page 5 of 8 b. The following is added to Paragraph b. Excess Insurance: When a written contract or written agreement, other than a premises lease, facilities rental contract or agreement, an equipment rental or lease contract or agreement, or permit issued by a state or political subdivision between you and an additional insured does not require this insurance to be primary or primary and non-contributory, this insurance is excess over any other insurance for which the addi- tional insured is designated as a Named Insured. Regardless of the written agreement between you and an additional insured, this insurance is excess over any other insurance whether primary, excess, contingent or on any other basis for which the additional insured has been added as an additional insured on other policies. I. ADDITIONAL INSUREDS -EXTENDED PROTECTION OF YOUR "LIMITS OF INSURANCE" This provision applies to any person or organization who qualifies as an additional insured under any form or endorsement under this policy. 1. The following is added to Condition 2. Duties In The Event Of Occurrence, Offense, Claim or Suit: An additional insured under this endorsement will as soon as practicable: a. Give written notice of an "occurrence" or an offense that may result in a claim or "suit" under this insurance to us; b. Tender the defense and indemnity of any claim or "suit" to all insurers whom also have insurance available to the additional insured; and c. Agree to make available any other insurance which the additional insured has for a loss we cover under this Coverage Part. d. We have no duty to defend or indemnify an additional insured under this endorsement until we receive written notice of a"suit" by the additional insured. 2. The limits of insurance applicable to the additional insured are those specified in a written contract or written agreement or the limits of insurance as stated in the Declarations of this policy and defined in Section III - Limits of Insurance of this policy, whichever are less. These limits are inclusive of and not in addition to the limits of insurance available under this policy. J. WHO IS AN INSURED -INCIDENTAL MEDICAL ERRORS/MALPRACTICE WHO IS AN INSURED -FELLOW EMPLOYEE EXTENSION -MANAGEMENT EMPLOYEES Paragraph 2.a.(1) of Section II -Who Is An Insured is replaced with the following: (1) "Bodily injury" or "personal and advertising injury": (a) To you, to your partners or members (if you are a partnership or joint venture), to your members (if you are a limited liability company), to a co-"employee" while in the course of his or her employ- ment or performing duties related to the conduct of your business, or to your other "volunteer ° workers" while performing duties related to the conduct of your business; (b) To the spouse, child, parent, brother or sister of that co-"employee" or "volunteer worker" as a consequence of Paragraph (1) (a) above; (c) For which there is any obligation to share damages with or repay someone else who must pay damages because of the injury described in Paragraphs (1) (a) or (b) above; or (d) Arising out of his or her providing or failing to provide professional health care services. However, if you are not in the business of providing professional health care services or providing profes- sional health care personnel to others, or if coverage for providing professional health care ser- vices is not otherwise excluded by separate endorsement, this provision (Paragraph (d)) does not apply. Paragraphs (a) and (b) above do not apply to "bodily injury" or "personal and advertising injury" caused by an "employee" who is acting in a supervisory capacity for you. Supervisory capacity as used herein means the "employee's" job responsibilities assigned by you, includes the direct supervision of other "employ- ees" of yours. However, none of these "employees" are insureds for "bodily injury" or "personal and © 2013 Liberty Mutual Insurance CG 88 10 04 13 Includes copyrighted material of Insurance Services Office,Inc.,with its permission. Page 6 of 8 advertising injury" arising out of their willful conduct, which is defined as the purposeful or willful intent to cause "bodily injury" or "personal and advertising injury", or caused in whole or in part by their intoxica- tion by liquor or controlled substances. The coverage provided by provision J. is excess over any other valid and collectable insurance available to your "employee". K. NEWLY FORMED OR ADDITIONALLY ACQUIRED ENTITIES Paragraph 3. of Section II -Who Is An Insured is replaced by the following: 3. Any organization you newly acquire or form and over which you maintain ownership or majority interest, 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 until the expiration of the policy period in which the entity was acquired or formed by you; 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. d. Records and descriptions of operations must be maintained by the first Named Insured. No person or organization is an insured with respect to the conduct of any current or past partnership, joint venture or limited liability company that is not shown as a Named Insured in the Declarations or qualifies as an insured under this provision. L. FAILURE TO DISCLOSE HAZARDS AND PRIOR OCCURRENCES Under Section IV -Commercial General Liability Conditions, the following is added to Condition 6. Repre- sentations: Your failure to disclose all hazards or prior "occurrences" existing as of the inception date of the policy shall not prejudice the coverage afforded by this policy provided such failure to disclose all hazards or prior "occurrences" is not intentional. M. KNOWLEDGE OF OCCURRENCE, OFFENSE, CLAIM OR SUIT Under Section IV -Commercial General Liability Conditions, the following is added to Condition 2. Duties In The Event of Occurrence, Offense, Claim Or Suit: Knowledge of an "occurrence", offense, claim or "suit" by an agent, servant or "employee" of any insured shall not in itself constitute knowledge of the insured unless an insured listed under Paragraph 1. of Section II -Who Is An Insured or a person who has been designated by them to receive reports of "occurrences", offenses, claims or "suits" shall have received such notice from the agent, servant or "employee". N. LIBERALIZATION CLAUSE If we revise this Commercial General Liability Extension Endorsement to provide more coverage without additional premium charge, your policy will automatically provide the coverage as of the day the revision is effective in your state. O. BODILY INJURY REDEFINED Under Section V -Definitions, Definition 3. is replaced by the following: 3. "Bodily Injury" means physical injury, sickness or disease sustained by a person. This includes mental anguish, mental injury, shock, fright or death that results from such physical injury, sick- ness or disease. © 2013 Liberty Mutual Insurance CG 88 10 04 13 Includes copyrighted material of Insurance Services Office,Inc.,with its permission. Page 7 of 8 P. EXTENDED PROPERTY DAMAGE Exclusion a. of COVERAGE A. BODILY INJURY AND PROPERTY DAMAGE LIABILITY is replaced by the following: a. Expected Or Intended Injury "Bodily injury" or "property damage" expected or intended from the standpoint of the insured. This exclusion does not apply to "bodily injury" or "property damage" resulting from the use of reasonable force to protect persons or property. Q. WAIVER OF TRANSFER OF RIGHTS OF RECOVERY AGAINST OTHERS TO US - WHEN REQUIRED IN A CONTRACT OR AGREEMENT WITH YOU Under Section IV - Commercial General Liability Conditions, the following is added to Condition 8. Trans- fer Of Rights Of Recovery Against Others To Us: We waive any right of recovery we may have against a person or organization because of payments we make for injury or damage arising out of your ongoing operations or "your work" done under a contract with that person or organization and included in the "products-completed operations hazard" provided: 1. You and that person or organization have agreed in writing in a contract or agreement that you waive such rights against that person or organization; and 2. The injury or damage occurs subsequent to the execution of the written contract or written agree- ment. © 2013 Liberty Mutual Insurance CG 88 10 04 13 Includes copyrighted material of Insurance Services Office,Inc.,with its permission. Page 8 of 8 Document editions:01/01/13 1 01101/10 1 09/01/08 RCG 1 Commercial Auto Forms 101/01/10 Regional Companies Group Effective Dates: Commercial Auto Washington Effective 09/30/2010-01/01/2999 COMMERCIAL AUTO CA 88 10 01 10 THIS ENDORSEMENT CHANGES THE POLICY.PLEASE READ IT CAREFULLY. BUSINESS AUTO COVERAGE ENHANCEMENT ENDORSEMENT This endorsement modifies insurance provided under the following: BUSINESS AUTO COVERAGE FORM With respect to coverage afforded by this endorsement,the provisions of the policy apply unless modified by the endorsement. COVERAGE INDEX SUBJECT PROVISION NUMBER ADDITIONAL INSURED BY CONTRACT,AGREEMENT OR PERMIT 3 ACCIDENTAL AIRBAG DEPLOYMENT 12 AMENDED DUTIES IN THE EVENT OF ACCIDENT,CLAIM,SUITOR LOSS 18 AMENDED FELLOW EMPLOYEE EXCLUSION 5 AUDIO,VISUAL AND DATA ELECTRONIC EQUIPMENT COVERAGE 13 BROAD FORM INSURED BODILY INJURY REDEFINED 21 EMPLOYEES AS INSUREDS(including employee hired auto) 2 EXTENDED CANCELLATION CONDITION 22 EXTRA EXPENSE—BROADENED COVERAGE 10 GLASS REPAIR—WAIVER OF DEDUCTIBLE 15 HIRED AUTO PHYSICAL DAMAGE(including employee hired auto) 6 HIRED AUTO COVERAGE TERRITORY 20 LOAN/LEASE GAP 14 PARKED AUTO COLLISION COVERAGE(WAIVER OF DEDUCTIBLE) 16 PERSONAL EFFECTS COVERAGE 11 PHYSICAL DAMAGE—ADDITIONAL TRANSPORTATION EXPENSE COVERAGE 8 RENTAL REIMBURSEMENT 9 SUPPLEMENTARY PAYMENTS 4 TOWING AND LABOR 7 UNINTENTIONAL FAILURE TO DISCLOSE HAZARDS 17 WAIVER OF TRANSFER OF RIGHTS OF RECOVERY AGAINST OTHERS TO US 19 SECTION II—LIABILITY COVERAGE Is amended as follows: 1. BROAD FORM INSURED SECTION II—LIABILITY COVERAGE,paragraph A.1.—WHO IS AN INSURED is amended to Include the following as an Insured: d. Any legally incorporated entity of which you own more then 50 percent of the voting stock during the policy period. However,"Insured"does not Include any organization that: (1) is a partnership or joint venture;or (2) Is an Insured under any other automobile policy;or (3) Has exhausted its Limit of Insurance under any other automobile policy. Paragraph d.(2)of this provision does not apply to a policy written to apply specifically In excess of this policy. e. Any organization you newly acquire or form,other than a partnership or Joint venture,of which you own more than 50 percent of the voting stock. This automatic coverage Is afforded only for 180 days from the date of acquisition or formation. However,coverage under this provision does not apply: (1) if there is similar Insurance or a self-Insured retention plan available to that organization; 02010 Liberty Mutual Insurance Company.All rights reserved. CA 88 10 01 10 Includes copyrighted material of Insurance Services Office.with Its permission. Page 1 of 7 (2) If the Limits of Insurance of any other insurance policy have been exhausted;or (3) To"bodily injury"or"property damage"that occurred before you acquired or formed the organization. 2. EMPLOYEES AS INSUREDS SECTION II—LIABILITY COVERAGE,paragraph A.1.—WHO IS AN INSURED Is amended to include the following as an Insured: f. Any"employee"of yours while using a covered"auto"you do not own,hire or borrow but only for acts within the scope of their employment by you. Insurance provided by this endorsement is excess over any other Insurance available to any"employee". g. An"employee"of yours while operating en"auto" hired or borrowed under a written contract or agreement in that"employee's" name,with your permission,while performing duties related to the conduct of your business and within the scope of their employment. Insurance provided by this endorsement is excess over any other insurance available to the"employee". 3. ADDITIONAL INSURED BY CONTRACT,AGREEMENT OR PERMIT SECTION II—LIABILITY COVERAGE,paragraph A.1.—WHO IS AN INSURED is amended to include the following as an Insured: h. Any person or organization with respect to the operation, maintenance or use of a covered"auto", provided that you and such person or organization have agreed in a written contract, agreement, or permit Issued to you by governmental or public authority, to add such person, or organization, or governmental or public authority to this policy as an"Insured". However,such person or organization is an"Insured": (1) Only with respect to the operation,maintenance or use of a covered"auto"; (2) Only for"bodily Injury"or"property damage"caused by an"accident"which takes place after you executed the written contract or agreement,or the permit has been Issued to you;and (3) Only for the duration of that contract,agreement or permit 4. SUPPLEMENTARY PAYMENTS SECTION II—LIABILITY COVERAGE,Coverage Extensions,2.a.Supplementary Payments,paragraphs(2)and(4)are replaced by the following: (2) Up to$3,000 for cost of bail bonds(including bonds for related traffic violations)required because of an'accident"we cover We do not have to furnish these bonds. (4) All reasonable expenses incurred by the insured at our request,including actual loss of earnings up to$500 a day because of time off from work. 5, AMENDED FELLOW EMPLOYEE EXCLUSION In those jurisdictions where,by law,fellow employees are not entitled to the protection afforded to the employer by the workers compensation exclusivity rule, or similar protection,the following provision is added: SECTION II—LIABILITY,exclusion 0.5.FELLOW EMPLOYEE does not apply if the"bodily injury"results from the use of a covered"auto"you own or hire. SECTION III—PHYSICAL DAMAGE COVERAGE Is amended as follows: 8. HIRED AUTO PHYSICAL DAMAGE Paragraph A.4.Coverage Extensions of SECTION In—PHYSICAL DAMAGE COVERAGE,Is amended by adding the following: If hired"autos"are covered"autos"for Liability Coverage,and if Comprehensive,Specified Causes of Loss or Collision coverage are provided under the Business Auto Coverage Form for any"auto"you own,then the Physical Damage coverages provided are extended to"autos": a. You hire,rent or borrow;or 02010 Liberty Mutual Insurance Company.All rights reserved. CA 88 10 01 10 Includes copyrighted material of Insurance Services Office,with Its permission. Page 2 of 7 b. Your"employee"hires or rents under a written contract or agreement in that"employee's"name,but only If the damage occurs while the vehicle is being used in the conduct of your business, subject to the following limit and deductible: A. The most we will pay for"loss"In any one"accident"or"loss"is the smallest of: (1) $50,000;or (2) The actual cash value of the damaged or stolen property as of the time of the"loss";or (3) The cost of repairing or replacing the damaged or stolen property with other property of like kind and quality, minus a deductible. B. The deductible will be equal to the largest deductible applicable to any owned"auto"for that coverage. C. Subject to the limit,deductible and excess provisions described In this provision,we will provide coverage equal to the broadest coverage applicable to any covered"auto"you own. D. Subject to a maximum of$750 per"accident",we will also cover the actual loss of use of the hired"auto"if it results from an"accident",you are legally liable and the lessor incurs an actual financial loss. E. This coverage extension does not apply to: (1) Any"auto"that is hired,rented or borrowed with a driver;or (2) Any"auto"that Is hired,rented or borrowed from your"employee". For the purposes of this provision,SECTION V—DEFINITIONS Is amended by adding the following: "Total loss"means a"loss"in which the cost of repairs plus the salvage value exceeds the actual cash value. 7. TOWING AND LABOR SECTION 01—PHYSICAL DAMAGE COVERAGE,paragraph A.2.Towing,Is amended by the addition of the following; We will pay towing and labor costs Incurred,up to the limits shown below,each time a covered"auto"classified and rated as a private passenger type,'light truck"or"medium truck"is disabled: a. For private passenger type vehicles,we will pay up to$50 per disablement. b. For"light trucks",we will pay up to$50 per disablement. "Light trucks"are trucks that have a gross vehicle weight(GVW)0110,000 pounds or less. c, For"medium trucks",we will pay up to$150 per disablement. "Medium trucks"are trucks that have a gross vehicle weight(GVW)of 10,001—20,000 pounds. However,the labor must be performed at the place of disablement. 8. PHYSICAL DAMAGE-ADDITIONAL TRANSPORTATION EXPENSE COVERAGE Paragraph A.4.a.,Coverage Extension of SECTION III—PHYSICAL DAMAGE COVERAGE,Is amended to provide a limit of$50 per day and a maximum limit of$1,500 CA 88 10 01 10 e2010 Liborly Mutual Insurance Company.All rights reserved. Includes copyrighted material of Insurance Services Office,with IIs permission. Page 3 of 7 9, RENTAL REIMBURSEMENT SECTION III—PHYSICAL DAMAGE COVERAGE,A.COVERAGE,is amended by adding the following: a. We will pay up to$75 per day for rental reimbursement expenses Incurred by you for the rental of an"auto"because of"accident"or"loss",to an"auto" for which we also pay a"loss"under Comprehensive,Specified Causes of Loss or Collision Coverages. We will pay only for those expenses Incurred after the first 24 hours following the"accident"or"loss"to the covered"auto." b, Rental Reimbursement will be based on the rental of a comparable vehicle,which In many cases may be substantially less than$75 per day,and will only be allowed for the period of lime it should take to repair or replace the vehicle with reasonable speed and similar quality,up to a maximum of 30 days. c, We will also pay up to$500 for reasonable and necessary expenses Incurred by you to remove and replace your tools and equipment from the covered "auto". d. This coverage does not apply unless you have a business necessity that other"autos"available for your use and operation cannot fill. e. If"loss"results from the total theft of a covered"auto"of the private passenger type,we will pay under this coverage only that amount of your rental reimbursement expenses which Is not already provided under Paragraph 4.Coverage Extension. f. No deductible applies to this coverage. For the purposes of this endorsement provision,materials and equipment do not Include"personal effects"as defined in provision 11. 10, EXTRA EXPENSE-BROADENED COVERAGE Under SECTION III—PHYSICAL DAMAGE COVERAGE,A.COVERAGE,we will pay for the expense of returning a stolen covered"auto"to you. The maximum amount we will pay is$1,000. 11. PERSONAL EFFECTS COVERAGE A. SECTION III—PHYSICAL DAMAGE COVERAGE,A.COVERAGE,is amended by adding the following: if you have purchased Comprehensive Coverage on this policy for an"auto"you own and that"auto"is stolen,we will pay,without application of a deductible,up to$600 for"personal effects"stolen with the"auto." The insurance provided under this provision is excess over any other collectible insurance, B. SECTION V—DEFINITIONS Is amended by adding the following: For the purposes of this provision,"personal effects"mean tangible property that is worn or carried by an insured," "Personal effects"does not Include tools,equipment,jewelry,money or securities. 12. ACCIDENTAL AIRBAG DEPLOYMENT SECTION III—PHYSICAL DAMAGE COVERAGE,B.EXCLUSIONS is amended by adding the following: If you have purchased Comprehensive or Collision Coverage under this policy,the exclusion for"loss"relating to mechanical breakdown does not apply to the accidental discharge of an airbag. Any insurance we provide shall be excess over any other collectible Insurance or reimbursement by manufacturer's warranty. However,we agree to pay any deductible applicable to the other coverage or warranty, 13. AUDIO,VISUAL AND DATA ELECTRONIC EQUIPMENT COVERAGE SECTION III—PHYSICAL DAMAGE COVERAGE,B.EXCLUSIONS,exception paragraph a.to exclusions 4.c.and 44.is deleted and replaced with the following: e2010 Liberty Mutual Insurance Company.All dghls reserved. CA 88 10 01 10 Includes copyrighted material orinsurance Services Office,with Its permission. Page 4 of 7 Exclusion 4.c.and 4.d.do not apply to: a. Electronic equipment that receives or transmits audio, visual or data signals, whether or not designed solely for the reproduction of sound, if the equipment Is permanently Installed in the covered"auto"at the time of the"loss"and such equipment is designed to be solely operated by use of the power from the"auto's"electrical system,In or upon the covered"auto"and physical damage coverages are provided for the covered"auto";or If the"loss"occurs solely to audio,visual or data electronic equipment or accessories used with this equipment,then our obligation to pay for,repair,return or replace damaged or stolen property will be reduced by a$100 deductible. 14. LOAN/LEASE GAP COVERAGE A. Paragraph C.,LIMIT OF INSURANCE of SECTION III—PHYSICAL DAMAGE COVERAGE Is amended by adding the following: The most we will pay fora"total loss"to a covered"auto"owned by or leased to you in any one"accident"is the greater of the: 1. Balance due under the terms of the loan or lease to which the damaged covered"auto"is subject at the time of the"loss"less the amount of: a. Overdue payments and financial penalties associated with those payments as of the date of the"loss", b. Financial penalties imposed under a lease due to high mileage,excessive use or abnormal wear and tear, c. Costs for extended warranties,Credit Life Insurance,Health,Accident or Disability Insurance purchased with the loan or lease, d. Transfer or rollover balances from previous loans or leases, e. Final payment due under a"Balloon Loan", f. The dollar amount of any unrepaired damage which occurred prior to the"total loss"of a covered"auto", g. Security deposits not refunded by a lessor, h. All refunds payable or paid to you as a result of the early termination of a lease agreement or as a result of the early termination of any warranty or extended service agreement on a covered"auto", I. Any amount representing taxes, j, Loan or lease termination fees;or 2. The actual cash value of the damage or stolen property as of the time of the"loss". An adjustment for depreciation and physical condition will be made in determining the actual cash value at the time of the"loss". This adjustment Is not applicable in Texas. B. ADDITIONAL CONDITIONS This coverage applies only to the original loan for which the covered"auto"that incurred the loss serves as collateral,or lease writton on the covered "auto"that incurred the loss. C. SECTION V—DEFINTIONS Is changed by adding the following: As used in this endorsement provision,the following definitions apply: "Total loss"means a"loss"In which the cost of repairs plus the salvage value exceeds the actual cash value, A"balloon loan"Is ono with periodic payments that are Insufficient to repay the balance over the term of the loan,thereby requiring a large final payment. 02010 Liberty Mutual Insurance Company.All rights reserved. CA 88 10 01 10 Includes copyrighted malarial of Insurance services Office,with Its permission. Page 6 of 7 15. GLASS REPAIR-WAIVER OF DEDUCTIBLE Paragraph D.Deductible of SECTION III—PHYSICAL DAMAGE COVERAGE Is amended by the addition of the following: No deductible applies to glass damage if the glass Is repaired rather than replaced. 16. PARKED AUTO COLLISION COVERAGE(WAIVER OF DEDUCTIBLE) Paragraph D.Deductible of SECTION III—PHYSICAL DAMAGE COVERAGE Is amended by the addition of the following: The deductible does not apply to loss"caused by collision to such covered"auto"of the private passenger type or light weight truck with a gross vehicle weight of 10,000 lbs.or less as defined by the manufacturer as maximum loaded weight the"auto"Is designed to carry while it is: a. In the charge of an"insured"; b. Legally parked;and c. Unoccupied, The"loss"must be reported to the police authorities within 24 hours of known damage. The total amount of the damage to the covered"auto"must exceed the deductible shown in the Declarations. This provision does not apply to any"loss"if the covered"auto"Is In the charge of any person or organization engaged in the automobile business. SECTION IV—BUSINESS AUTO CONDITIONS Is amended as follows: 17. UNINTENTIONAL FAILURE TO DISCLOSE HAZARDS SECTION IV-BUSINESS AUTO CONDITIONS,Paragraph B.2.is amended by adding the following: If you unintentionally fail to disclose any hazards,exposures or material facts existing as of the inception date or renewal date of the Business Auto Coverage Form,the coverage afforded by this policy will not be prejudiced. However,you must report the undisclosed hazard of exposure as soon as practicable after Its discovery,and we have the right to collect additional premium for any such hazard or exposure. 18, AMENDED DUTIES IN THE EVENT OF ACCIDENT,CLAIM,SUIT,OR LOSS SECTION IV—BUSINESS AUTO CONDITIONS,paragraph A,2.a.Is replaced in Its entirety by the following: a. In the event of"accident',claim,"suit"or"loss", you must promptly notify us when It is known to: 1. You,if you are an individual; 2. A partner,if you are a partnership; 3. Member,if you are a limited liability company; 4. An executive officer or the"employee"designated by the Named Insured to give such notice,if you are a corporation. To the extent possible,notice to us should include: (1) How,when and where the"accident"or"loss"took place; (2) The"Insureds"name and address;and (3) The names and addresses of any injured persons and witnesses. 19, WAIVER OF TRANSFER OF RIGHTS OF RECOVERY AGAINST OTHERS TO US SECTION IV—BUSINESS AUTO CONDITIONS, paragraph A.S.,Transfer of Rights of Recovery Against Others to Us,is amended by the addition of the following: If the person or organization has waived those rights before an"accident"or "loss",our rights are waived also. 02010 Liberty Mutual Insurance Company.All rights reserved, CA 88 10 01 10 Includes copyrighted material of Insurance services Office,uelh Its permission. Page 6 of 7 20. HIRED AUTO COVERAGE TERRITORY SECTION IV—BUSINESS AUTO CONDITIONS.paragraph B,7,Policy Period,Coverage Territory,is amended by the addition of the following: f. For"autos" hired 30 days or less, the coverage territory Is anywhere in the world, provided that the Insured's responsibility to pay for damages is determined in a"suit",on the merits,In the United States,the territories and possessions of the United Stales of America,Puerto Rico or Canada or in a settlement we agree to. This extension of coverage does not apply to an"auto"hired,leased,rented or borrowed with a driver SECTION V—DEFINITIONS Is amended as follows: 21. BODILY INJURY REDEFINED Under SECTION V—DEFINTIONS,definition C.is replaced by the following: "Bodily injury"means physical injury,sickness or disease sustained by a person,including mental anguish,mental injury,shock,fright or death resulting from any of these at any time. COMMMON POLICY CONDITIONS 22. EXTENDED CANCELLATION CONDITION COMMON POLICY CONDITIONS,paragraph A.—CANCELLATION condition applies except as follows: If we cancel for any reason other than nonpayment of premium,we will mall to the first Named Insured written notice of cancellation at least 60 days before the effective date of cancellation. This provision does not apply in those stales which require more than 60 days prior notice of cancellation. CA 88 10 01 10 02010 Liberty Mutual Insurance Company.All debts reserved. Includes copyrighted material of Insurance servIces Office,with Its permission. Page 7 of 7 ®Regional Companies Group