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HomeMy WebLinkAbout5868 PROFESSIONAL SERVICES AGREEMENT Graphics Support for Potential Pocket Park on Park Avenue The City of Bremerton ("City") and Parametrix, Inc., ("Consultant"), referred to collectively as the"Parties,"enter into the following Agreement for professional services: I. Scope: The Consultant agrees to perform graphic support services to develop a site plan and rendering of a pocket park on Park Avenue between Burwell Street and mid-block between Burwell and 4th Street. Additional 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. II. Term: The City and the Consultant agree that work will begin upon Notice to Proceed from the City,and will be completed by September 28, 2018. III. Compensation: In consideration of the services provided pursuant to this Agreement, the City shall pay Consultant on a time and materials bases in an amount not to exceed $1,500. Consultant's bills shall conform to their standard fee schedule. 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 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 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: Parametrix, Inc. September 2018 Graphic Support Page 1 of 7 A. Consultant shall defend, indemnify and hold the City, its officers, officials, employees 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,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. 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-Consultants. 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. 4. Professional Liability insurance with limits no less than $1,000,000 limit per occurrence/claim. Parametrix,Inc. September 2018 Graphic Support Page 2 of 7 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 additional insured 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 be primary and non-contributory insurance as respects the City and shall contain a waiver of subrogation against the City for claims arising out of any operations, liabilities and obligations to which coverage applies. It shall be an affirmative 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 600, 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 Parametrix, Inc. September 2018 Graphic Support Page 3 of 7 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 Everett, 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, arc 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 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 Everett and 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, Parametrix,Inc. September 2018 Graphic Support Page 4 of 7 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. City Address: Consultant Address: Parametrix, Inc. 345 Sixth Street 60 Washington Avenue, Suite 390 Bremerton, WA Bremerton, WA 98310 98337 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. 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. 0. 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 Parametrix, Inc. September 2018 Graphic Support Page 5 of 7 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 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 written notice to the City if at any time it learns that it is or has become ineligible for certification. 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. CITY OF BREMERTON CO ' ULTANT (sib ature) sinature) By By: (printed name) �-- (printed name) its: 2' e.-i its: QcET i 1 o..1S ,R0wA6 tZ Date: 9 L_t`3' / (s3 Date: Ut Parametrix,Inc. September 2018 Graphic Support Page 6 of 7 Approved as to form: Attest: lie .4 On CIO Bremerton C" orae City . erk R:\Legal\Leg- Contr.ts\FORMS ' ofessional Services Agreement Form(2016).doc Rev 02-16 Parametrix, Inc. September 2018 Graphic Support Page 7 of 7 A�'�® DATE(MM/DD/YYYY) �� CERTIFICATE OF LIABILITY INSURANCE 9/20/2018 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 Alison Olsen Dealey, Renton&Associates PHONE FAX P. O. Box 12675 (A/C.No.Ext):510-465-3090 (A/c,No):510-452-2193 Oakland, CA 94604-2675 ADMDARESS: Insurance.Certificates@Dealeyrenton.com License#0020739 INSURER(S)AFFORDING COVERAGE ' NAIC# INSURER A:National Fire Insurance Co of Hartford \i/ (( \(/20478 INSURED PARAMETRI INSURERB:Valley Forge Insurance Company D __V 20508 Parametrix, Inc. 1019 39th Ave. SE INSURER c:Continental Insurance Company 35289 Puyallup WA 98374-6502 INSURER D:American Casualty Company of Reading P9( 20427 INSURER E:XL Specialty Insurance Co. 37885 INSURER F: COVERAGES CERTIFICATE NUMBER:756689672 REVISION NUMBER: THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES.LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. INSR LTR TYPE OF INSURANCE ADDL INSD SUBR WVD POLICY NUMBER POLICY EFF POLICY EXP LIMITS (MM/DD/YYYY) (MMIDD/YYYY) A X COMMERCIAL GENERAL LIAB TY Y Y 6050531366 11/1/2017 /11/1/2018 EACH OCCURRENCE $1,000,1 CLAIMS-MADE F2 OCCUR ® PREMSESO(EaENTED occurrence) $1,000,000 X WA Stop Gz,V4 MED EXP(Any one person) $10,000 PERSONAL&ADV INJURY $1,000,000 � GE 'L AGGREGATE LIMIT APPLIES PER: GENERAL AGGREGATE $2,000,x00/ POLICY X zar LOC PRODUCTS-COMP/OP AGG $2,000,V7VV OTHER: WA Stop Gap $1,00 QOOty B AUTOMOBILE LIABILITY Y Y 6050531352 11/1/2017 11/1/2018 COMBINED SINGLE LIMIT $1,00 Vn,,,,n"r (Ea accident) X ANY AUTO BODILY INJURY(Per person) $ OWNED SCHEDULED BODILY INJURY(Per accident) $ AUTOS ONLY AUTOS en) )( HIRED )( NON-OWNED PROPERTY DAMAGE $ AUTOS ONLY _ AUTOS ONLY (Per accident) C X UMBRELLA LIAB X OCCUR 6050531433 11/1/2017 11/1/2018 EACH OCCURRENCE $10,000 00 EXCESS LIAB CLAIMS-MADE AGGREGATE $10,000,000 DED X RETENTION$0 $ D WORKERS COMPENSATION Y 6050531383 11/1/2017 11/1/2018 X PER OTH- D AND EMPLOYERS'LIABILITY Y/N 6050531402 11/1/2017 11/1/2018 STATUTE ER ANYPROPRIETOR/PARTNER/EXECUTIVE E.L.EACH ACCIDENT $1,000,000 OFFICER/MEMBEREXCLUDED7 N/A (Mandatory In NH) E.L.DISEASE-EA EMPLOYEE $1,000, If yes,describe under DESCRIPTION OF OPERATIONS below E.L.DISEASE-PO9 Y LIMIT $1,000,000 E Professional Liability DPR9918654 11/1/2017 11/1/2018 $1,000,000 / per Claim Claims Made $1,000,000 V Annual Aggregate Pollution Liability Included Retroactive Date: 01/01/1969 DESCRIPTION OF OPERATIONS/LOCATIONS/VEHICLES (ACORD 101,Additional Remarks Schedule,may be attached if more space is required) Umbrella Liability policy is a follow-form to underlying General Liability/Auto Liability/Employers Liability. Project Name/Number:Graphics Support for Potential Pocket Park on Park Avenue/#233-1896-999--City of Bre erton is named as Addirjjenal Insured as respects General and Auto Liability as required per written contract or agreement.General Liability is Pri ry/ n-Contributory per policy form wording. Insurance coverage includes Waiver of Subrogation per the attached. 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. Attn: Cathy Bonsell 345 Sixth Street AUTHORIZED REPRESENTATIVE Bremerton WA 98310 I ►_..jCJ,���/ �j ©1988-2015 ACORD CORPORATION. All rights reserved. ACORD 25(2016/03) The ACORD name and logo are registered marks of ACORD CNA CNA PARAMOUNT Waiver of Transfer of Rights of Recovery Against Others to the Insurer Endorsement This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART PRODUCTS/COMPLETED OPERATIONS LIABILITY COVERAGE PART SCHEDULE Name Of Person Or Organization: ANY PERSON OR ORGANIZATION WHOM THE NAMED INSURED HAS AGREED IN WRITING IN A CONTRACT OR AGREEMENT TO WAIVE SUCH RIGHTS OF RECOVERY, BUT ONLY IF SUCH CONTRACT OR AGREEMENT: 1. IS IN EFFECT OR BECOMES EFFECTIVE DURING THE TERM OF THIS COVERAGE PART; AND 2. WAS EXECUTED PRIOR TO THE BODILY INJURY, PROPERTY DAMAGE OR PERSONAL AND ADVERTISING INJURY GIVING RISE TO THE CLAIM. Information required to complete this Schedule, if not shown above, will be shown in the Declarations. It is understood and agreed that the condition entitled Transfer Of Rights Of Recovery Against Others To The Insurer is amended by the addition of the following: Solely with respect to the person or organization shown in the Schedule above, the Insurer waives any right of recovery the Insurer may have against such person or organization because of payments the Insurer makes for injury or damage arising out of the Named Insured's ongoing operations or your work done under a contract with that person or organization and included in the products-completed operations hazard. All other terms and conditions of the Policy remain unchanged. This endorsement, which forms a part of and is for attachment to the Policy issued by the designated Insurers, takes effect on the effective date of said Policy at the hour stated in said Policy, unless another effective date is shown below, and expires concurrently with said Policy. CNA75008XX (1-15) Policy No: 6050531366 Page 1 of 1 Endorsement No: 7 Nat'l Fire Ins Co of Hartford Effective Date: 11/01/2017 Insured Name: PARAMETRIX, INC. Copyright CNA All Rights Reserved. Includes copyrighted material of Insurance Services Office,Inc.,with its permission. CNA Blanket Additional Insured - Owners, Lessees or Contractors - with Products-Completed Operations Coverage Endorsement This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART It is understood and agreed as follows: I. The WHO IS AN INSURED section is amended to add as an Insured any person or organization whom the Named Insured is required by written contract to add as an additional insured on this coverage part, including any such person or organization, if any, specifically set forth on the Schedule attachment to this endorsement. However, such person or organization is an Insured only with respect to such person or organization's liability for: A. unless paragraph B. below applies, 1. bodily injury, property damage, or personal and advertising injury caused in whole or in part by the acts or omissions by or on behalf of the Named Insured and in the performance of such Named Insured's ongoing operations as specified in such written contract; or 2. bodily injury or property damage caused in whole or in part by your work and included in the products-completed operations hazard, and only if a. the written contract requires the Named Insured to provide the additional insured such coverage; and b. this coverage part provides such coverage. B. bodily injury, property damage, or personal and advertising injury arising out of your work described in such written contract, but only if: 1. this coverage part provides coverage for bodily injury or property damage included within the products completed operations hazard; and 2. the written contract specifically requires the Named Insured to provide additional insured coverage under the 11-85 or 10-01 edition of CG2010 or the 10-01 edition of CG2037. II. Subject always to the terms and conditions of this policy, including the limits of insurance, the Insurer will not provide such additional insured with: A. coverage broader than required by the written contract; or B. a higher limit of insurance than required by the written contract. III. The insurance granted by this endorsement to the additional insured does not apply to bodily injury, property damage, or personal and advertising injury arising out of: A. the rendering 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; and 2. supervisory, inspection, architectural or engineering activities; or B. any premises or work for which the additional insured is specifically listed as an additional insured on another endorsement attached to this coverage part. IV. Notwithstanding anything to the contrary in the section entitled COMMERCIAL GENERAL LIABILITY CONDITIONS, the Condition entitled Other Insurance, this insurance is excess of all other insurance available to the additional insured whether on a primary, excess, contingent or any other basis. However, if this insurance CNA75079XX (1-15) Policy No: 6050531366 Page 1 of 2 Endorsement No: Effective Date: 11/01/2017 Insured Name: Parametrix, Inc. Copyright CNA All Rights Reserved. Includes copyrighted material of Insurance Services Office, Inc.,with its permission. CNA Blanket Additional Insured - Owners, Lessees or Contractors - with Products-Completed Operations Coverage Endorsement is required by written contract to be primary and non-contributory, this insurance will be primary and non- contributory relative solely to insurance on which the additional insured is a named insured. V. Solely with respect to the insurance granted by this endorsement, the section entitled COMMERCIAL GENERAL LIABILITY CONDITIONS is amended as follows: The Condition entitled Duties In The Event of Occurrence, Offense, Claim or Suit is amended with the addition of the following: Any additional insured pursuant to this endorsement will as soon as practicable: 1. give the Insurer written notice of any claim, or any occurrence or offense which may result in a claim; 2. except as provided in Paragraph IV. of this endorsement, agree to make available any other insurance the additional insured has for any loss covered under this coverage part; 3. send the Insurer copies of all legal papers received, and otherwise cooperate with the Insurer in the investigation, defense, or settlement of the claim; and 4. tender the defense and indemnity of any claim to any other insurer or self insurer whose policy or program applies to a loss that the Insurer covers under this coverage part. However, if the written contract requires this insurance to be primary and non-contributory, this paragraph (4) does not apply to insurance on which the additional insured is a named insured. The Insurer has no duty to defend or indemnify an additional insured under this endorsement until the Insurer receives written notice of a claim from the additional insured. VI. Solely with respect to the insurance granted by this endorsement, the section entitled DEFINITIONS is amended to add the following definition: Written contract means a written contract or written agreement that requires the Named Insured to make a person or organization an additional insured on this coverage part, provided the contract or agreement: A. is currently in effect or becomes effective during the term of this policy; and B. was executed prior to: 1. the bodily injury or property damage; or 2. the offense that caused the personal and advertising injury for which the additional insured seeks coverage. Any coverage granted by this endorsement shall apply solely to the extent permissible by law. All other terms and conditions of the Policy remain unchanged. This endorsement, which forms a part of and is for attachment to the Policy issued by the designated Insurers, takes effect on the effective date of said Policy at the hour stated in said Policy, unless another effective date is shown below, and expires concurrently with said Policy. CNA75079XX (1-15) Policy No: 6050531366 Page 2 of 2 Endorsement No: Effective Date: 11/01/2017 Insured Name: Parametrix, Inc. Copyright CNA All Rights Reserved. Includes copyrighted material of Insurance Services Office,Inc.,with its permission. CNA63359XX CNA (Ed. 04/12) THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. CONTRACTORS EXTENDED COVERAGE ENDORSEMENT - BUSINESS AUTO PLUS - This endorsement modifies insurance provided under the following: BUSINESS AUTO COVERAGE FORM I. LIABILITY COVERAGE 4. An "employee" of yours is an "insured"while A. Who Is An Insured operating an "auto" hired or rented under a contract or agreement in that "employee's" The following is added to Section II, Paragraph name, with your permission, while A.1.,Who Is An Insured: performing duties related to the conduct of 1. a. Any incorporated entity of which the your business. Named Insured owns a majority of the "Policy," as used in this provision A. Who Is An voting stock on the date of inception of Insured, includes those policies that were in this Coverage Form; provided that, force on the inception date of this Coverage b. The insurance afforded by this provision Form but: A.1. does not apply to any such entity 1. Which are no longer in force; or that is an "insured" under any other 2. Whose limits have been exhausted. liability "policy" providing "auto" coverage. B. Bail Bonds and Loss of Earnings 2. Any organization you newly acquire or form, Section II, Paragraphs A.2. (2) and A.2. (4) other than a limited liability company, are revised as follows: partnership or joint venture, and over which 1. In a.(2), the limit for the cost of bail bonds is you maintain majority ownership interest. changed from $2,000 to$5,000; and The insurance afforded by this provision 2. In a.(4), the limit for the loss of earnings is A.2.: changed from $250 to$500 a day. a. Is effective on the acquisition or C. Fellow Employee formation date, and is afforded only until the end of the policy period of this Section II, Paragraph B.5 does not apply. Coverage Form, or the next anniversary of its inception date, whichever is Such coverage as is afforded by this provision earlier. C. is excess over any other collectible insurance. b. Does not apply to: II. PHYSICAL DAMAGE COVERAGE (1) "Bodily injury" or "property damage" caused by an "accident" that A. Glass Breakage — Hitting A Bird Or Animal — occurred before you acquired or Falling Objects Or Missiles formed the organization; or The following is added to Section III, (2) Any such organization that is an Paragraph A.3.: "insured" under any other liability With respect to any covered "auto," any "policy" providing "auto"coverage. deductible shown in the Declarations will not 3. Any person or organization that you are apply to glass breakage if such glass is required by a written contract to name as an repaired, in a manner acceptable to us, rather additional insured is an "insured" but only than replaced. with respect to their legal liability for acts or B. Transportation Expenses omissions of a person, who qualifies as an "insured" under Section II — Who Is An Section III, Paragraph A.4.a. is revised, with Insured and for whom Liability Coverage is respect to transportation expense incurred by afforded under this policy. If required by you, to provide: written contract, this insurance will be a. $60 per day, in lieu of$20; subject to primary and non-contributory to insurance on which the additional insured is a Named b. $1,800 maximum, in lieu of$600. Insured. CNA63359XX Copyright,CNA corporation,2000. Page 1 of 3 (Ed. 04/12) Includes copyrighted material of the Insurance Services Office used with its permission. WA CNA63359XX (Ed. 04/12) C. Loss of Use Expenses Section III, Paragraphs B.4.c and B.4.d. are Section III, Paragraph A.4.b. is revised, with deleted and replaced by the following: respect to loss of use expenses incurred by you, c. Physical Damage Coverage on a covered to provide: "auto" also applies to "loss" to any a. $1,000 maximum, in lieu of$600. permanently installed electronic equipment including its antennas and other D. Hired "Autos" accessories. The following is added to Section III. d. A$100 per occurrence deductible applies to Paragraph A.: the coverage provided by this provision. 5. Hired "Autos" G. Diminution In Value If Physical Damage coverage is provided under The following is added to Section III, this policy, and such coverage does not extend Paragraph B.6.: to Hired Autos, then Physical Damage coverage Subject to the following, the "diminution in is extended to: value"exclusion does not apply to: a. Any covered "auto" you lease, hire, rent a. Any covered "auto" of the private or borrow without a driver; and passenger type you lease, hire, rent or b. Any covered "auto" hired or rented by borrow, without a driver for a period of your "employee" without a driver, under 30 days or less, while performing duties a contract in that individual related to the conduct of your business; "employee's" name, with your and permission, while performing duties related to the conduct of your business. b. Any covered "auto" of the private passenger type hired or rented by your c. The most we will pay for any one "employee" without a driver for a period "accident" or "loss" is the actual cash of 30 days or less, under a contract in value, cost of repair, cost of that individual "employee's" name, with replacement or $75,000, whichever is your permission, while performing less, minus a $500 deductible for each duties related to the conduct of your covered auto. No deductible applies to business. "loss"caused by fire or lightning. c. Such coverage as is provided by this d. The physical damage coverage as is provision is limited to a "diminution in provided by this provision is equal to the value" loss arising directly out of physical damage coverage(s) provided accidental damage and not as a result on your owned "autos." of the failure to make repairs; faulty or incomplete maintenance or repairs; or e. Such physical damage coverage for the installation of substandard parts. hired "autos"will: d. The most we will pay for "loss" to a (1) Include loss of use, provided it is covered "auto" in any one accident is the consequence of an "accident" the lesser of: for which the Named Insured is legally liable, and as a result of (1) $5,000; or which a monetary loss is sustained (2) 20% of the "auto's" actual cash by the leasing or rental concern. value (ACV). (2) Such coverage as is provided by Ill. Drive Other Car Coverage— Executive Officers this provision will be subject to a limit of$750 per"accident." The following is added to Sections II and Ill: E. Airbag Coverage 1. Any "auto" you don't own, hire or borrow is a The following is added to Section III, covered "auto"for Liability Coverage while being used by, and for Physical Damage Coverage Paragraph B.3.: while in the care, custody or control of, any of The accidental discharge of an airbag shall not your"executive officers,"except: be considered mechanical breakdown. a. An "auto" owned by that "executive officer" F. Electronic Equipment or a member of that person's household; or CNA63359XX Copyright,CNA Corporation,2000. Page 2 of 3 (Ed. 04/12) Includes copyrighted material of the Insurance Services Office used with its permission. CNA63359XX WA (Ed. 04/12) b. An "auto" used by that "executive officer" The following is added to Section IV, while working in a business of selling, Paragraph A.5. Transfer Of Rights Of servicing, repairing or parking "autos." Recovery Against Others To Us: Such Liability and/or Physical Damage We waive any right of recovery we may have, Coverage as is afforded by this provision. because of payments we make for injury or (1) Equal to the greatest of those damage, against any person or organization for coverages afforded any covered "auto"; whom or which you are required by written and contract or agreement to obtain this waiver from us. (2) Excess over any other collectible This injury or damage must arise out of your insurance. activities under a contract with that person or 2. For purposes of this provision, "executive organization. officer" means a person holding any of the You must agree to that requirement prior to an officer positions created by your charter, "accident"or"loss." constitution, by-laws or any other similar governing document, and, while a resident of C. Concealment, Misrepresentation or Fraud the same household, includes that person's The following is added to Section IV, spouse. Paragraph B.2.: Such "executive officers" are "insureds" while Your failure to disclose all hazards existing on the using a covered "auto" described in this date of inception of this Coverage Form shall not provision. prejudice you with respect to the coverage afforded IV. BUSINESS AUTO CONDITIONS provided such failure or omission is not intentional. A. Duties In The Event Of Accident, Claim, Suit D. Other Insurance Or Loss The following is added to Section IV, The following is added to Section IV, Paragraph B.5.: Paragraph A.2.a.: Regardless of the provisions of Paragraphs 5.a. (4) Your "employees" may know of an and 5.d. above, the coverage provided by this "accident" or "loss." This will not mean policy shall be on a primary non-contributory that you have such knowledge, unless basis. This provision is applicable only when such "accident" or "loss" is known to required by a written contract. That written you or if you are not an individual, to contract must have been entered into prior to any of your executive officers or "Accident"or"Loss." partners or your insurance manager. E. Policy Period, Coverage Territory The following is added to Section IV, Paragraph A.2.b.: Section IV, Paragraph B. 7.(5).(a). is revised to provide: (6) Your "employees" may know of a. 45 days of coverage in lieu of 30 days. documents received concerning a claim or "suit." This will not mean that you V. DEFINITIONS have such knowledge, unless receipt of such documents is known to you or if Section V. Paragraph C. is deleted and replaced you are not an individual, to any of your by the following: executive officers or partners or your "Bodily injury" means bodily injury, sickness or insurance manager. disease sustained by a person, including mental B. Transfer Of Rights Of Recovery Against anguish, mental injury or death resulting from any of Others To Us these. CNA63359XX Copyright,CNA Corporation,2000. Page 3 of 3 (Ed. 04/12) Includes copyrighted material of the Insurance Services Office used with its permission. WORKERS COMPENSATION AND EMPLOYERS LIABILITY INSURANCE POLICY WC 00 03 13 (Ed. 4-84) WAIVER OF OUR RIGHT TO RECOVER FROM OTHERS ENDORSEMENT We have the right to recover our payments from anyone liable for an injury covered by this policy. We will not enforce our right against the person or organization named in the Schedule. (This agreement applies only to the extent that you perform work under a written contract that requires you to obtain this agreement from us.) This agreement shall not operate directly or indirectly to benefit anyone not named in the Schedule. Schedule This endorsement changes the policy to which it is attached and is effective on the date issued unless otherwise stated. (The information below is required only when this endorsement is issued subsequent to preparation of the policy.) Endorsement Effective Policy No. Endorsement No. Insured Premium$ Insurance Company Countersigned by WC 00 03 13 (Ed. 4-84) Copyright 1983 National Council on Compensation Insurance.