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Home My WebLink About5796SUBJECT: Professional Services Agreement with KPG for Construction Management Services for West Belfair Valley Road and Tracyton Beach Road Innovative Safety Project AGENDA BILL CITY OF BREMERTON CITY COUNCIL 5U Study Session Date: COUNCIL MEETING Date: Department: Presenter: Phone: February 28, 2018 March 7, 2018 PW&U Thomas Knuckey (360) 473-2376 SUMMARY: The City is beginning the construction phase of the West Belfair Valley Road and Tracyton Beach Road Innovative Safety Project, which includes construction of high friction surface treatment and guardrails on both West Belfair Valley Road and Tracyton Beach Roads. The City advertised a Request for Qualifications, and received proposals from two firms to perform construction management for the project. The City selected KPG, to do the work; their cost is $124,148, and is eligible for 100% grant funding. ATTACHMENTS: 1.) Professional Services Agreement with KPG, 2.) Vicinity Map FISCAL IMPACTS (Include Budgeted Amount): The construction management work is 100% grant eligible and included in the 2018 budget. STUDY SESSION AGENDA: ® Limited Presentation ❑ Full Presentation STUDY SESSION ACTION: ® Consent Agenda ❑ General Business ❑ Public Hearing RECOMMENDED MOTION: Move to approve the Professional Services Agreement for construction management services for the West Belfair Valley Road and Tracyton Beach Road Innovative Safety Project in the amount of $124.148; and authorize the Mayor to finalize and execute the agreement with substantially the same terms and conditions as presented. COUNCIL ACTION: [ Approve ❑ Deny ❑ Table ❑ Continue ❑ No Action Form Updated 01/02/2018 Local Agency A&E Professional Services Cost Plus Fixed Fee Consultant Agreement Agreement Number: Firm/Organization Legal Name (do not use dba's): KPG, P.S. Address Federal Aid Number 3131 Elliott Ave Suite 400 Seattle, WA 98121 HSIP-OOOS(459) UBI Number Federal TIN or SSN Number 601-248-468 91-1477622 Execution Date Completion Date Exhibit G December 31, 2018 1099 Form Required Federal Participation ❑ Yes 0 No ❑i Yes ❑ No Project Title West Belfair Rd and Tracyton Beach Rd Innovative Safety Project Description of Work Provide Construction Management Services for the following effort West Belfair Valley Rd: Installation of approximately 7,070 LF of guardrail, pavement repair, 9,734 SY of high friction surface treatment (HFST), signing, and pavement markings on two segments of West Belfair Valley Road. Tracyton Beach Rd: Installation of approximately 1,370 LF of guardrail, pavement repair, 4,316 SY of high friction surface treatment (HFST), storm drainage, signing, and pavement markings on Tracyton Beach Road. ❑ Yes ❑i No DBE Participation Total Amount Authorized: $114,148 ❑ Yes Q No MBE Participation Management Reserve Fund: $10,000 ❑ Yes ❑i No WBE Participation ❑Maximum Yes ❑i No SBE Participation Amount Payable: $124,148 Index of Exhibits Exhibit A Scope of Work Exhibit B DBE Participation/SBE Plan Exhibit C Preparation and Delivery of Electronic Engineering and Other Data Exhibit D Prime Consultant Cost Computations Exhibit E Sub -consultant Cost Computations Exhibit F Title VI Assurances Exhibit G Certification Documents Exhibit H Liability Insurance Increase Exhibit I Alleged Consultant Design Error Procedures Exhibit J Consultant Claim Procedures Agreement Number: Local Agency A&E Professional Services Cost Plus Fixed Fee Consultant Agreement Page 1 of 14 Revised 11/01/2017 THIS AGRF;EIVIENT, made and entered into as shown in the *'Execution Date" box on page one (i) of this AGREE TIENT. between the City of Bremerton hereinafter called the "AGENCY," and the "Firm If Organization 'Mame" referenced on page one (1) of this AGREEMENT, hereinafter called the "CONSULTANT." WHEREAS, the AGENCY desires to accomplish the work referenced in "Description of Work" on page one (1) of this AGREEMENT and hereafter called the "SERVICES;" and does not have sufficient staff to meet the required commitment and therefore deems it advisable and desirable to engage the assistance of a CONSULTANT to provide the necessary SERV ICES; and WHEREAS, the CONS t1T;TANT represents that they comply with the Akashington State Statutes relating to professional registration, if applicable, and has signified a willingness to furnish consulting services to the AGENCY. NOW, THEREFORE, in consideration of the terms, conditions, covenants, and performance contained herein, or attached and incorporated and made a part hereof, the parties hereto agree as follows: I. General Description of Work The work under this AGREEMENT shall consist of the above-described SERVICES as herein defined. and necessary to accomplish the completed work for this project. The CONSULTANT shall furnish all services. Labor. and related equipment and, if applicable, sub -consultants and subcontractors necessary to conduct and complete the SERVICES as designated elsewhere in this AGREE'N/IFN"1. 11. General Scope of Work The Scope of Work and projected level of effort required for these SERVICES is described in Exhibit "A" attached hereto and by this reference made a part of this A(3RL—'FMI:NT. The General Scope of "Work was developed utilizing performance based contracting methodologies. III. General Requirements Ali aspects of coordination of the work of this AGRE1, HENT with outside agencies, groups, or individuals shall receive advance approval by the AGENCY. Necessary contacts and meetings with agencies, groups. and/or individuals shall be coordinated tlirough the AGENCY fhe CONSULTANT shall attend coordination, progress_ and presentation meetings with the AGENCY and./or such State, Federal, Community, City, or County officials. groups or individuals as may be requested by the AGENCY. The AGENCY will provide the CONSULIAN"I sufficient notice prior to meetings requiring CONSL"LTANT participation. The minimum required hours or days' notice shall be agreed to between the A(&NCY and the CONSULTANT and shown in Exhibit The CONSULTANT shall prepare a monthly progress report, in a form approved by the AGENCY, which will outline in written and graphical form the various phases and the order of perfonnance of the S!"W,"WES in sufficient detail so that the progress of the SERVICES can easily be evaluated. The CONSULTANT, any sub -consultants, and the AGENCY shall comply with all Federal, State, and local Iaws, rules, codes, regulations, and all AGENCY policies and directives, applicable to the work to be performed under this AGREEMENT. This A(jRU%1E,NT shall be interpreted and construed in accordance ,�--kith the laws of the State of Washington. Agreement Number: Local Agency A&E Professional Services Cost Plus Fixed Fee Consultant Agreement Page 2 of 14 Revised 11/01/2017 Participation for Disadvantaged Business Enterprises (DBE) or Small Business Enterprises (SBE), if required, per 49 CFR Part 26, shall be shown on the heading of this AGREEMENT. If DBE firms are utilized at the commencement of this AGREEMENT, the amounts authorized to each firm and their certification number will be shown on Exhibit "B" attached hereto and by this reference made part of this AGREEMENT. If the Prime CONSULTANT is a DBE certified firm they must comply with the Commercial Useful Function (CUF) regulation outlined in the AGENCY's "DBE Program Participation Plan" and perform a minimum of 30% of the total amount of this AGREEMENT. It is recommended, but not required, that non -DBE Prime CONSULTANTS perform a minimum of 30% of the total amount of this AGREEMENT. In the absents of a mandatory UDBE, a voluntary SBE goal amount of ten percent of the Consultant Agreement is established. The Consultant shall submit a SBE Participation Plan prior to commencing work. Although the goal is voluntary, the outreach efforts to provide SBE maximum practicable opportunities are not. The CONSULTANT, on a monthly basis, shall enter the amounts paid to all firms involved with this AGREEMENT into the wsdot.diversitycompliance.com program. Payment information shall identify any DBE Participation. Non -minority, woman owned DBEs does not count towards UDBE goal attainment. All Reports, PS&E materials, and other data furnished to the CONSULTANT by the AGENCY shall be returned. All electronic files, prepared by the CONSULTANT, must meet the requirements as outlined in Exhibit "C — Preparation and Delivery of Electronic Engineering and other Data." All designs, drawings, specifications, documents, and other work products, including all electronic files, prepared by the CONSULTANT prior to completion or termination of this AGREEMENT are instruments of service for these SERVICES, and are the property of the AGENCY. Reuse by the AGENCY or by others, acting through or on behalf of the AGENCY of any such instruments of service, not occurring as a part of this SERVICE, shall be without liability or legal exposure to the CONSULTANT. Any and all notices or requests required under this AGREEMENT shall be made in writing and sent to the other party by (i) certified mail, return receipt requested, or (ii) by email or facsimile, to the address set forth below: If to AGENCY: Name: City Clerk Agency: City of Bremerton Address: 345 6th Street ST #100 City: Bremerton State: WA Zip: 98337 Email: city.clerk@c i.bremerton.wa.us Phone: 360-473-5323 Facsimile: IV. Time for Beginning and Completion If to CONSULTANT: Name: Terry Wright Agency: KPG, P.S. Address: 2502 Jefferson Ave City: Tacoma State Email: terry@kpg.com Phone: 253-627-0720 Facsimile: WA Zip: 98402 The CONSULTANT shall not begin any work under the terms of this AGREEMENT until authorized in writing by the AGENCY. All work under this AGREEMENT shall be completed by the date shown in the heading of this AGREEMENT titled "Completion Date." The established completion time shall not be extended because of any delays attributable to the CONSULTANT, but may be extended by the AGENCY in the event of a delay attributable to the AGENCY, or because of unavoidable delays caused by an act of GOD, governmental actions, or other conditions beyond the control of the CONSULTANT. A prior supplemental AGREEMENT issued by the AGENCY is required to extend the established completion time. Agreement Number: Local Agency A&E Professional Services Cost Plus Fixed Fee Consultant Page 3 of 14 Agreement Revised 1110112017 V. Payment Provisions The CONSULTANT shall be paid by the AGENCY for completed SERVICES rendered under this AGREEMENT as provided hereinafter. Such payment shall be 11111 compensation for SERVICES performed or SERVICES rendered and for all labor, materials, supplies, equipment, and incidentals necessary, to complete SERVICES, specified in Section 11, "Scope of Work". The COW -1 TIANshall conform to all applicable portions of 48 CFR Part 31 (wvvw.ecfr.yov). The estimate in support of the Cost Plus Fixed Fee amount is attached hereto as Exhibits "D" and "E" and by this reference made part of this AGREEMENT. A. Actual Costs: Payment for all consulting services for this PROJECT shall be on the basis o#'the CONSI 'LhANT`S actual cost plus a fixed Cee. The actual cost shall include direct salary cost, indirect cost rate, and direct non -salary costs. Direct (RAW) Labor Costs: The Direct (RAW) Labor Cost is the direct salary paid to principals, professional, technical, and clerical personnel for the time they are productively engaged in work necessary to fulfill the terms of this A0Rl+.1MENT. The CONSU1T.ANT shall maintain support data to verify- the direct salary, costs billed to the AGENCY: Indirect. Cost Rate (ICR) Costs: ICR Costs are those costs, other than direct costs, which are included as such on the books of the CONSI;LIANT in the normal everydav keeping of its books. Progress payments shall be made: at the ICR rates shown in attached Exhibits "D" and "E" of this AGRU.MEN"f. Total ICR payment shall be based on Actual Costs. The AGENCY agrees to reimburse the CONSULTANT the actual ICR costs verified by audit. up to the Maximum Total Amount Payable, authorized under this AGREEMENT, where accumulated with all other Actual Costs. A summary of the CONSULTANTS cost estimate and the ICR percentage is shown in Exhibits "D'' and "F,", attached hereto and by this reference made part ot'this AGREEMENT. The CONSULTAN 1 (prime and all sub -consultants} will submit to the AGENCY within six (6) months after the end of each firm's fiscal year. an ICR schedule in the format required by the AGENCY (cost category, dollar expenditures, etc.) for the purpose of adjusting the ICR rate for billings received and paid during the fiscal year represented by the ICR schedule. It shall also be used for the computation of progress payments during the following year and for retroactively adjusting the previous year's ICR cost to reflect the actual rate. The ICR schedule will be sent to Email: ConsultantRates �r,wsdot.wa.gov. Failure to supply this information by either the prime CONSU L IAN"For any of their sub -consultants shall cause the AGENCY to withhold payment of the billed ICR costs until such time as the required information is received and an overhead rate for billing purposes is approved. The AGENCY's Project Manager and%or the Federal Government may perform an audit of the CONSULTANTS books and records at anv time during regular business hours to determine the actual ICR rate, if they so desire. Direct Non -Salary Cost,: Direct Non -Salary Costs will be reimbursed at the :=Actual Cost to the CONSULTANT. 'These charges may include, but arc not limited to, the following items: travel, printing, long distance telephone, supplies, computer charges and fees of sub -consultants. Air or train travel will be reimbursed only to economy class levels unless otfierwise approved by the AGENCY. The CONSULTANT shall comply with the rules and regulations regarding travel costs (excluding air, train, and rental car costs) in accordance with WSDOTs Accounting Manual'110 13-82, Chapter 10 — Travel Rules and Procedures, and revisions thereto. Air. train, and rental car costs shall be reimbursed in accordance with 48 Code of Federal Re(Tulations (CFR) Part 31205-46 "Travel Costs."'fhe hillin) Tor Direct Non -Salary Costs shall include an itemized listing of the charges directly identifiable with the PROJECT. The CONSL;L"IANT shall maintain the original supporting documents in their office. Copies of the original supporting documents shall be supplied to the AGENCY upon request All above charges must. be necessary for the services provided under this ACIREEMENT. agreement Number: ------------- ---------- _... Local Agency A&E Professional Services Cost Plus Fixed Fee Consultant Agreement Page 4 of 14 Revised 1110112017 4. Fixed Fee: I he Fixed. Fee, which represents the CONSULTANT'S profit, is shown in attached Exhibits "l)" and "E" of this AGREEMENT. This fee is based on the Scope of Work defined in this AGREEMENT and the estimated person -hours required to perform the stated Scope of Work. In the event the CONSULTANT enters into a supplemental AGRE'EMEN'T for additional work, the supplemental AGREENIFNT may include provisions for the added costs and an appropriate additional fee. The Fixed Fee will be prorated and paid monthly in proportion to the percentage of work completed by the CONSI'LTANT and reported in the Monthly Progress Reports accompanying the billings. Any portion of the Fixed Fee earned but not previously paid in the progress payments will be covered in the final payment, subject to the provisions of Section IX entitled "Termination of Agreement." �. Management Reserve Fund (MRF): The AGENCY may desire to establish )vlRF to provide the Agreement Administrator with the flexibility to authorize additional funds to the AGREEMENT for allowable unforeseen costs. or reimbursing the CONSULTANT for additional work beyond that already defined in this AGREEMENT. Such authorization(s) shall be in writing and shall riot exceed the lesser of `6140,000 or 10% of the "lotal Amount Authorized as shown in the heading of this AGREEMENT. The arnount included for the N4RF is shown in the heading o'f this AGRF h M ENT. This fund may not be replenished. Any changes requiring additional costs in excess of the MRF shall be made in accordance �,N-ith Section XIII, "'I,'xtra Werk." 6. Maximum Total Amount Payable: _Fhe Maximum Total Amount Payahle by the AGENCY to the CONSULTANT under this AGREEMENT shall not exceed the amount shown in the head]na of this AGREEMENT. Fhe Maximum "Dotal Amount Payable is comprised of the Total Amount Authorized, and the MRF. The N4axi1`L1um Total Amount Payable does not include payment for Extra Work as stipulated in Section XIII, "Extra y,%ork." No minimum arnount payable is guaranteed under this AGREEMEN-I'. B. Monthly Progress Pavrnents: The CONSULTANT may submit billings to the AGFNCY for reimbursement of Actual Costs plats the ICR and calculated fee on a monthly basis during the progress of the work. Such billings shall be in a format approved by the AGENCY and accompanied by the monthly progress reports required tinder Section I11, `General Requirements" of this AGREEMENT. The billings will be supported by in itemized listing for each item including Direct (RAW) Labor, Direct Non -Salary, and allowahle ICR Costs to which will be added the prorated Fixed Fee. To provide a means of verifying the billed Direct {RACY') Labor costs for CONSUL; CANT employees, the AGENCY may conduct employee interviews. l hese interviews may consist of recording the names, titles. Direct (RAW) Labor rates, and present duties of those employees performing work on the PROJECT at the time of the interview. C. Final Pavment: Final Payment of any balance due the CONSULTANT of the gross amount earned will be made promptly upon its verification by the AGENCY after the completion of the work under this AGRI:I'MENT. contingent, if applicable, upon receipt of all PS&E, plans, maps, notes, reports_ electronic data and other related documents which are required to be furnished under this AGPEENIEN V. Acceptance of such Final Payment by the CONSULTANT shall constitute a release of all claims for payment, which the CONSI 11,FAN1 may have against the AGENCY unless such claims are specifically reserved in writing and transmitted to the AGENCY by the CONSULTANT prior to its acceptance. Said Final Payment shall not, however, he a bar to any claims that the :AGENCY may have against the CONSL`LTANT or to any remedies the AGENCY may pursue with respect to such claims. The payment of any billing will not constitute agreement as to the appropriateness of any item and at the time of final audit: all required adjustments wilf be made and reflected in a final payment. In the event that such final audit reveals an w crpayment to the CONSULTANT. the CONSULTANT will refund such overpayment to the AGENCY within thirty (30) calendar days ofnotice ofthe overpayment. Such refund shall not constitute a cvainer by the CONSULTANT for anv claims relating to the validity of a finding by the AGENCY of overpayment. The CONS(. L ANI has twenty (20) working days after receipt of the final POSTAUDIT to begin the appeal process to the AGENCY for audit findings. Aereement N-uinber: Local Agency A&E Professional Services Cost Plus Fixed Fee Consultant Agreement Page 5 of 14 Revised 11/01/2017 D. Inspection of Cost Records: The CONSULTANT and their sub -consultants shall keep available for inspection by representatives of the AGENCY and the United States, for a period oI'six (6) ,ears after receipt of final payment, the cost records and accounts pertaining to this AGREEMENT and all items related to or bearing upon these records with the following exception: if any litigation, claim or audit arising out of, in connection with, or related to this AGREEMENT is initiated before the expiration of the six (6) year period, the cost records and accounts shall be retained until such Litigation, claim, or audit involving the records is completed_ An interim or post audit may be performed on this AGREEMENT. The audit, if any, will be performed by the State Auditor, A'SDO I" s Internal Audit Office and%or at the request of the AGENCY's Project Manager. VI. Sub -Contracting The AGFNCY permits subcontracts for those items of SERVICES as shwxin in Exhibit "A" attached hereto and by this reference made part of this AGREENIENT. The CONSULTANT shall not subcontract for the performance of any SERVICE Linder this AGRLEMFNT without prior written permission of theAGENCY. No permission for subcontracting shall create, between the AGENCY and sub -consultant, an} contract or anv other relationship. Compensation for this sub -consultant S11"RVICES shall be based on the cost factors shown on Exhibit "E", attached hereto and by this reference made part of this AGREEMENT. The SERVICES of the sub -consultant shall not exceed its maximum amount payable identified in each sub - consultant cost estimate unless a prior written approval has been issued by the AGENCY. All reimbursable direct labor, indirect cost rate, direct non-salar}% costs and fixed fee costs for the sub -consultant shall be negotiated and substantiated in accordance with section V "Payment Provisions" herein and shall be memorials/ed in a final written acknowledgement between the parties. All subcontracts shall contain all applicable provisions of this AGRLEMLNT, and the CONSULTANT shall require each sub -consultant or subcontractor, of any tier. to abide by the terms and conditions of this AGREEMENT. With respect to sub -consultant payment, the CONSULTANT shall comply with all applicable sections of the S FAMYs Prompt Payment Laws as set forth in RCW 39.04.250 and RCW%;9.16.011, The CONSULTANT, sub -recipient, or sub -consultant shall not discriminate on the basis of race. color, national origin, or sex in the performance of this AGREEMENT. The CONSUL FANT shall carry out applicable requirements of 49 CFR Part 26 in the award and administration of DOT -assisted contracts. Failure by the CON SU, I: I /ANT to carry out these requirements is a material breach of this AGREEMENT. which may result in the termination of this AGREEMENT or such other remedy as the recipient deems appropriate. VII. Employment and Organizational Conflict of Interest The CONSULTANT warrants that they have not employed or retained any company or person, other than a bona tide employee working solely for the C{)NSi_JLTANT. to solicit or secure this contract, and that it has not paid or agreed to pay any company or person, other than a hona (ide employee working solely for the CONSULTANT, any fee, commission, percentage, brokeraa_e fee, gift, or any other consideration, contingent upon or resulting from the award or making of this contract. For breach or violation of this warrant, the AGENCY shall have the right to annul this AGREPMENT without liability or, in its discretion, to deduct from this AGREEMENT price or consideration or otherwise recover the full amount of such fee, commission, percentage, brokerage fee, gift, or contingent fee. Any and all employees of the CONSULTANT or other persons while engaged in the performance of any work or services required of the CONSULTANT under this AGRLFMLNF, shall be considered employees ol'the CONSCI:fANT only and not of the AGENCY , and any and all claims that may arise Linder any W'orkmen's agreemcnt Number: ---------- -.---- Local Agency A&E Professional Services Cost Plus Fixed Fee Consultant Agreement Page 6 of 14 Revised 11/01/2017 Compensation Act on behalf of said employees or Other persons while so engaged, and any and all claims made by a third party as a consequence of any act or omission on the part of the CONSULTANT's employees or other persons while so engaged on any of the work or services provided to be rendered herein, shall be the sole obligation and responsibility of the CONSULT,�NT. The CON shall not engage, on a full- or part-time basis_ or other basis, during the period of this AGRF,F'` l-,Nr1', any professional or technical personnel who are, or have been, at any time during the period of this AGRFE%1ENT. in the employ of the United States Department of Transportation or the AGENCY, except regularly retired employees, without written consent of the public employer of such person if he/she will be working on this WREEMENT for the CONSULTANT. VII1. Nondiscrimination During the performance of this AGRIrF:MFN1, the CONSUI]AN L for itself, its assignees, sub -consultants, subcontractors and successors in interest, agrees to comply with the following laws and regulations: • Title VI of the Civil Rights Act of 1964 (42 U.S.C, Chapter 21 Subchapter V § 2000d through 2000d -4a) • Federal -aid Highway Act of 1973 (23 U.S.C. Chapter 3 § 324) • Rehabilitation Act of 197 ') (29 U.S.C. Chapter 16 Subchapter V § 794) • Age Discrimination Act of 1975 (42 U.S.C. Chapter 76 § 6101 ei. seq. ) • Civil Rights Restoration Act of 1987 (Public Law 104-259) • American with Disabilities Act of 1990 (42 U.S.C. Chapter 126 12101 et. seq.) • 23 CFR Part 200 • 49 CFR Part 21 • 49 CFR Part 26 • RC W 49.60. 180 In relation to Title V1 of the Civil Rights Act of 1964, the CONST LTANT is bound by the provisions of Exhibit -`F" attached hereto and by this reference made part ofthis AGRL.EMENT, and shall include the attached Exhibit -`F" in every sub -contract, including procurement of materials and leases of equipment, unless exempt by the Regulations or directives issued pursuant thereto. IX. Termination of Agreement The right is reserved by the AGENCY to terminate this At R-EENJENT at any time with or without cause upon ten (10) days ,vritten notice to the CONSUI;[ANT. In the event this AGREEMENT is terminated by the AGENCY, other than for default on the part of the CONSU'l, [ANT, a final payment shall be made to the CONSULT.AN"T for actual hours charged and any appropriate fixed fee percentage at the time of termination of this AGRFEMh.N'_F, plus any direct non -salary costs incurred up to the time of termination of this AGREE1vIENT. No payment shall be made for any SERVICLS completed after ten (10) days following receipt by the CONSULIANT of the notice to terminate. If the accumulated payment made to the CONSULTANT prior to Notice of Termination exceeds the total amount that would be due when computed as set forth in paragraph two (2) of this section, then no final payment shall be due and the CONSI LI AN`h shall immediately reimburse the AGENCY for any excess paid. If the services of the CONSULTANT are terminated by the AGENCY for default on the part of the CONS( J,TANT, the above formula for payment shall not apply. In the event of a termination for default, the amount to be paid to the CONSULTANT shall be determined by the AGENCY with consideration given to the actual costs incurred by the CONSULTANT in performing SERVICI~.S to the date of termination. the amount of SERVIC}-:S originally required which. was satisfactorily completed to A„recment 'vumher Local Agency A&E Professional Services Cost Plus Fixed Fee Consultant Agreement Page 7 of 14 Revised 11/01/2017 date of termination, whether that SERVICE is in a form or a type which is usable to the AGENCY at the time of termination, the cost to the AGENCY of employing another firm to complete the SERVICES required and the time which may be required to do so, and other factors which affect the value to the AGENCY of the SERVICES performed at the time of termination. Under no circumstances shall payment made under this subsection exceed the amount, which would have been made using the formula set forth in paragraph two (2 ) of this section. If it is determined for any reason that the CONSULTANT was not in default or that the CONSULTANT's failure to perform is without the CONSULTANT's or its employee's fault or negligence, the termination shall be deemed to be a termination for the convenience of the AGENCY. In such an event, the CONSULT''' NT would be reimbursed for actual costs and appropriate fixed fee percentage in accordance with the termination for other than default clauses listed previously. The CONSULTANT shall, within 15 days, notify the AGENCY in writing, in the event of the death of any member, partner, or officer of the CONSULTANT or the death or change of any of the CONSULTANT's supervisory and/or other key personnel assigned to the project or disaffiliation of any principally involved CONSULTANT employee. The CONSt'LTANT shall also notify, the AGENCY. in writing. in the event of the sale or transfer of 50% or more of the beneficial ownership of tine CONSULTANT within 15 days of such sale or transfer Occurring. The CONSULT,1NT shall continue to be obligated to complete the SERVICES under the terms of this AGREE%4ENT unless the AGf;NC'Y chooses to terminate this AGREEN4ENI for convenience or chooses to renegotiate any term{.,)) Of this AGREEMENT. If termination for convenience occurs, final payment will be made to the CONSULTANT as set forth in the second and third paragraphs of this section. Payment for any part of the SERVICES by the AGENCY shall not constitute a waiver by the AGENCY of any remedies of any type it may have against the CONSULTANT for any breach of this AGREEy1ENT by the CONSUI'TANT, or for failure of the CONSt_ ] ANT to perform SERVICES required of it by the AGENCY. Forbearance of any rights under the AGREE)vIENT will not constitute waiver of entitlement to exercise those rights with respect to any future act or omission b% the CONS( 1JAN l . X. Changes of Work I he CONSULTANT shall make such changes and revisions in the completed work of this AGREFAIENT as necessary to correct errors appearing therein, without additional compensation thereof. Should the AGENCY find it desirable for its oven purposes to have previously satisfactorily completed SERVICES or parts thereof changed or revised, the CONSULTANTshall snake such revisions as directed by the AGENCY. "This work shall be considered as Extra Work and yvi11 be paid for as herein provided under section XIII '-Extra Work." X1. Disputes Any disputed issue not resolved pursuant to the terms of this AGREshall be submitted in writing within 10 days to the Director of Public Works or AGENCY Engineer. whose decision in the matter shall be final and binding on the parties of this AGREFNIENC: provided hovvever_ that if an action is brought challenging the Director ofPublic Works or AGENCY Engineer's decision, that decision shall be subject to judicial review. If the parties to thisAGR>~FME.NNT mutually agree. disputes concerning alleged design errors will be conducted under the procedures found in Exhibit "J". In the eycnt that either party deem it necessary to institute legal action or proceeding to enforce any right or obligation under this AGREEMENI, this action shall be initiated in the Superior Court of the State of bUashington, situated in the county in yv?hich the AGENCY is located. The parties hereto agree that all questions shall be resolved by application of Washington law and that the parties have the right of appeal from such decisions of the Superior Court in accordance with the laws of the State of Washington. The CONSt1I:IANT hereby consents to the persona] jurisdiction of the Superior Court of the State of Washington, situated in the county in which the MJFINCY is located. A_4recmem Number: Local Agency A&E Professional Services Cost Plus Fixed Fee Consultant Agreement Page 8 of 14 Revised 1110112017 XII. Legal Relations The CONSULTANT, any sub-consultants, and the AGENCY shall comply with all Federal, State, and local laws, rules, codes, regulations and all AGENCY policies and directives, applicable to the work to be performed under this AGREEMENT. This AGREEMENT shall be interpreted and construed in accordance with the laws of the State of Washington. The CON SUL'["ANT shall defend, indemnity, and hold The State of Washington (STATE) and the AGENCY and their officers and employees harmless from cull claims, demands, or suits at law or equity, arising in whole or in part from the negligence of, or the breach of any obligation under this AGREEMENT by, the CONSULTANT or the CONSULTANT's agents, employees, sub consultants, subcontractors or vendors, of any tier, or any other persons for whom the CONSULTANT may be legally liable; provided that nothing herein shall require a CONS[-1.IANT to defend or indemnify the STATE and the AGES.NCY and their officers and employees against and hold harmless the STATE and the AGENCY and their officers and employees from claims, demands or suits based solely upon the negligence of: or breach of any obligation under this AGRE.EtiTENT by the STATE and the AGENCY, their agents, officers, employees, sub-consultants, subcontractors or vendors, of anv tier, or any other persons for �-v-horn the STATE andior the AGENCY may be legally, liable; and provided further that if the claims or suits are caused by or result from the concurrent negligence of (a) the CONSULTANT or the. CONSt'I.TANT"s agents, employees. sub-consultants, subcontractors or vendors. ofany tier, or any other persons for whom the CONSULTANT is Legally liable, and (b) the STATE and,'or AGLNCY, their agents, officers, employees, sub-consultants, subcontractors and or vendors, of any tier, or anv other persons for whom the STATE and or .AGENCY may be legally Liable, the defense and indemnity obligation shall be valid and. enforceable only to the extent of the CONSUL[ANT's negligence or the negligence of the CONS[ LTANT's agents, employees, sub-consultants, subcontractors or vendors, of any tier. or any other persons for whom the CONST I; l ANT may be legally liable. This provision shall be included in any AGREEVIFNT between CONSULTAN-1 and any sub-consultant, subcontractor and vendor, of anv tier. The CONSUI IANT shall also defend, indemnify, and hold the S [:AIT and the AG[:NCY and their officers and employees harmless from all claims, demands, or suits at lave or equity- arising in whole or in part from the alleged patent or copyright infringement or other allegedly improper appropriation or use of trade secrets. patents, proprietary information, know -how, copyright rights or inventions by the CONS[JLTAVI or the CONSULTANT' agents, employees; sub-consultants, subcontractors or vendors, of any tier, or any other persons for'.vhom the CONSULTANT may be legally liable. in performance of the Work under this <yGREEtiIENT or arising out of arty use in connection with the AGREEMENT of methods, processes. designs, information or other items furnished or communicated to S FATE and/or the AGENCY, their agents, officers and employees pursuant to the AGRT E:14TEN`1'; provided that this indemnity shall not apply to any alleged patent or copyright infringement or other allegedly improper appropriation or use of trade secrets. patents, proprietary information, knovv-how, copyright rights or inventions resulting from STATE andior AGENCY's, their agents`, officers' and employees' failure to comply with specific written instructions regarding use provided to STATE and/or AGENCY. their agents, officers and employees by the CONS[LTANT, its agents, employees, sub-consultants. subcontractors or vendors, ofanv tier, or any other persons for whom the CONStJI.'lANT may be legally liable. The CONS ULT<ANT's relation to the ,AGENCY shall be at all times as an independent contractor. Notkvithstanding any determination by the Executive Ethics Board or other tribunal. the AGENCY may, i.n its sole discretion, by written notice to the CONSULTANT terminate this AGREEI'IEN"1 if it is ound after due notice and examination by the AGENCY that there is a violation of the Ethics in Public Service Act, Chapter 42.52 RCW; or any similar statute involving the CONS[JLTANT in the procurement of. or performance under. this AGRT 1- MEN1. I lie CONSULTANT` specifically assumes potential liability for actions brought by the CONSULTAN['s own employees or its agents against the STATE and or the AGENCY and, solely for the purpose of this indemnification and defense, the CONSULTANT specifically wales any immunity under the state industrial insurance law. Title 51 RCW. This waiver has been mutually negotiated between the Parties. Areement Number: --- - ---- Local --Local Agency A&E Professional Services Cost Plus Fixed Fee Consultant Agreement Page 9 of 14 Revised 1110112017 Unless otherwise specified in this AGREEMENT, the AGENCY shall be responsible for administration of construction contracts, if any, on the project. Subject to the processing of a new sole source, or an acceptable supplemental AGREEMENT, the CONSULTANT shall provide On -Call assistance to the AGENCY during contract administration. By providing such assistance, the CONSULTANT shall assume no responsibility for: proper construction techniques, job site safety, or any construction contractor's failure to perform its work in accordance with the contract documents. The CONSULTANT shall obtain and keep in force during the terms of this AGREEMENT, or as otherwise required, the following insurance with companies or through sources approved by the State Insurance Commissioner pursuant to Title 48 RCW. Insurance Coverage A. Worker's compensation and employer's liability insurance as required by the STATE. B. Commercial general liability insurance written under ISO Form CG 00 01 12 04 or its equivalent with minimum limits of one million dollars ($1,000,000.00) per occurrence and two million dollars ($2,000,000.00) in the aggregate for each policy period. C. Business auto liability insurance written under ISO Form CG 00 01 10 01 or equivalent providing coverage for any "Auto" (Symbol 1) used in an amount not less than a one million dollar ($1,000,000.00) combined single limit for each occurrence. Excepting the Worker's Compensation Insurance and any Professional Liability Insurance, the STATE and AGENCY, their officers, employees, and agents will be named on all policies of CONSULTANT and any sub - consultant and/or subcontractor as an additional insured (the "AIs"), with no restrictions or limitations concerning products and completed operations coverage. This coverage shall be primary coverage and non-contributory and any coverage maintained by the AIs shall be excess over, and shall not contribute with, the additional insured coverage required hereunder. The CONSULTANT's and the sub -consultant's and/or subcontractor's insurer shall waive any and all rights of subrogation against the AIs. The CONSULTANT shall furnish the AGENCY with verification of insurance and endorsements required by this AGREEMENT. The AGENCY reserves the right to require complete, certified copies of all required insurance policies at any time. All insurance shall be obtained from an insurance company authorized to do business in the State of Washington. The CONSULTANT shall submit a verification of insurance as outlined above within fourteen (14) days of the execution of this AGREEMENT to: Name: City Clerk Agency: City of Bremerton Address: 345 6th Street, ST #100 City: Bremerton State: WA Zip: 98337 Email: city.clerk@ci.bremerton.wa.us Phone: 360-473-5323 Facsimile: No cancellation of the foregoing policies shall be effective without thirty (30) days prior notice to the AGENCY. The CONSULTANT's professional liability to the AGENCY, including that which may arise in reference to section IX "Termination of Agreement" of this AGREEMENT, shall be limited to the accumulative amount of the authorized AGREEMENT amount or one million dollars ($1,000,000.00), whichever is greater, unless the limit of liability is increased by the AGENCY pursuant to Exhibit H. In no case shall the CONSULTANT's professional liability to third parties be limited in any way. Agreement Number: Local AgencyABE Professional Services Cost Plus Fixed Fee Consultant Agreement Page 10 of 14 Revised 11/0112017 The parties enter into this AGREEMENT for the sole benefit of the parties, and to the exclusion of any third party, and no third party beneficiary is intended or created by the execution of this AGR1+,%41 NT. The AGENCY NA ill pay no progress payments under section V "Payment Provisions'" until the CONS __T has full, complied with this section. This remedy is not exclusive; and the AGENCY may take such other action as is available to it under other provisions of this AGREEMENT, or otherwise in law. XIII. Extra Work A. [he AGENCY may at any time, by written order, make changes within the general scope of this AGREEMENT in the SERVICES to be performed. B. It' any such change causes an increase or decrease in the estimated cost of, or the time required for, performance of any part of the SERVICES under this AGREEMENT, whether or not changed by the order, or otherwise affects any other terms and conditions of this AGRFEti'IENT, the AGENCY shall make an equitable adjustment in the: (I ) niaximurn amount payable; (2) delivery or completion schedule, or hoth; and (3) other affected terms and shall mod'R- this AGREEIUIENT accordingly. C. The CONS( I_'1 ANT must submit any `"request for equitable adjustment." hereafter referred to as "CLAIM," under this clause within thirty (30) dans from the date of receipt of the written order. However, if the AGENCY decides that the facts justity it, the AGENCY may receive and act upon a CLAIM submitted before final payment of this AGREI-iMI'N"I. D. Failure to aLree to anv adjustment shall be a dispute under the section X1 -'Disputes" clause. However, nothing in this clause shall excuse. the CONSUL"IANT from proceeding with the AGREEMENT as changed. E. Notwithstanding the terms and conditions of paragraphs (A.) and (B.) above, the maximum amount payable for this AGREEMENT, shall not he increased or considered to be increased except by specific written supplement to this AGREEN 1ENT. XIV. Endorsement of Plans If applicable, the CONSULTANT shall place their endorsement on all plans, estimates. or any other engineering data furnished by them. XV. Federal Review The Federal Highway Administration shall have the right to participate in the review or examination of the SERVICES in progress. XVI. Certification of the Consultant and the Agency Attached hereto as Exhibit "G -1(a and b)'' are the Certifications of the CONSUL"IANT and the AGENCY, Exhibit --G-2" Certification Regarding Debarment, Suspension and Other Responsibility Matters - Primary Covered F-ansaetions, Exhibit -G-3)" Certification Retarding the Restrictions of the Use of Federal Funds for Lobbying and Exhibit ``G-4" Certificate of'Current Cost or Pricing Data. F;xh'bit -6-3- is required only in AGREEMENT's over one hundred thousand dollars (5100,000.00) and Exhibit "G-4" is required only in AGREE:vIENT's over five hundred thousand dollars (5300,000.00.) These Exhibits must be executed by the CONSULTANT, and suhmitted with the master AGREEMENT, and returned to the AGENCY at the address listed in section III "General Requirements" prior to its performance of any SERVICES under this ACiREf�'.11FNT. :agreement dumber: Local Agency A&E Professional Services Cost Plus Fixed Fee Consultant Agreement Page 11 of 14 Revised 11/01/2017 XVII. Complete Agreement This document and referenced attachments contain all covenants, stipulations, and provisions agreed upon by the parties. No agent. or representative of either party has authority to make, and the parties shall not be bound by or be liable for, any statement, representation, promise or agreement not set forth herein. No changes, amendments, or modifications of the terms hereof shall be valid unless reduced to writing and signed by the parties as a supplement to this AGREE, IEN'T. XVIII. Execution and Acceptance This AGREEN]ENT may be simultaneously executed in several counterparts, each of which shall be deemed to be an original having identical legal effect. The CONSULTANT does hereby ratify and adopt all statements, representations, warranties. covenants, and AGRFE�IENIs contained in the proposal, and the supporting material submitted by the CONSULTANT, and does hereby accept this AGRkl-AlFINT and agrees to all of the terms and conditions thereof. XIX. Protection of Confidential Information The CONSULTANT acknowledges that some of the material and information that may corne into its possession or knoyvledgc in connection with this AGREEMEN-F or its performance may consist of information that is exempt from disclosure to the public or other unauthorized persons under either chapter 42.56 R(Ak or other local, state or federal statutes ("State's Confidential Information''). I he "State's Confidential Information" includes, but is not limited to, names, addresses, Social Security numbers, e-mail addresses. telephone numbers, financial profiles, credit card information, driver's license numbers, medical data. law enforcement records (or any other information identifiable to an individual), SATE and AGENCY source code or object code, STAFF and AGENCY security data, non-public Specifications, STATE and AGEM`Y' non -publicly available data, proprietary software. State security data, or information which may jeopardize any part of the project that relates to any of these types of inCrmation. The CONSULTAN h agrees to hold the State's Confidential Information in strictest confidence and not to make use of the State's Confidential Information for any purpose other than the performance of this AGRFENIEVE to release it only to authorized employees, sub -consultants or subcontractors requiring: such information for the purposes of carrying out this AGREE%I [,'NT, and not to release, divulge, publish, transfer. sell, disclose, or otherwise make it known to anv other party without the AGENCY's express written consent or as provided by law. The CONSULTANTagrees to release such information or material only to employees, sub -consultants or subcontractors who have signed a nondisclosure AGREEMENT, the terms of which have been previously approved by the AGENCY. The CONSIU,,�NT' agrees to implement physical, electronic, arid managerial safeguards to prevent unauthorized access to the State's Confidential Information. Immediately upon expiration or termination of this M iREEMF;NT, the C ONS[ TLFANT shall, at the AGE\CY's Option: (i) certify to the A(A`NCY that the CONSI_tLTANT has destroyed all ol'the State's Confidential Information; or (ii) returned all of the State's Confidential Irtforniation to the AGENCY: or (iii) take whatever other steps the AGENCY requires of the CONSULTANT to protect the State's Confidential Information. As required Linder Executive Order 00-03),the CONS ULTAN-] shall maintain a Iog doctrnenting the following: the State's Confidential Information received in the performance of this AGRLE TIENT; the purpose(s) for which the State's Confidential Information was received; who received, maintained and used the State's Confidential Information; and the final disposition of the State's Confidential Information. The CONS( "I fANT's records shall be subject to inspection, review, or audit upon reasonable notice from the AGF:NC: Y. The AGENCY reserves the right to monitor, audit, or investigate the use of the State's Confidential Information collected, used, or acquired by the CONSIILLANT through this AGREEMENT. The monitoring, auditing, or investigating may include, but is not limited to, salting databases. A,rceiiient Number: Local Agency A&E Professional Services Cost Plus Fixed Fee Consultant Agreement Page 12 of 14 Revised 11/01/2017 Violation of this section by the CONSULTANT or its sub -consultants or subcontractors may result in termination of this AGREEMENT and demand for return of all State's Confidential Information, monetary damages, or penalties. It is understood and acknovvtedged that the CONSUTIANT may provide the AGENCY with information which is proprietary and/or confidential during the term of this AGREENIENT. The parties agree to maintain the confidentiality of such information during the term of this AGREEMENT and afterwards. All materials containing such proprietaryandior confidential information shall be clearly identified and marked as '`Confidential" and shall be returned to the disclosing party at the conclusion of the SERVICES under this AGREEMENT. The CONSULTANT shall provide the ;\GENCY with a list of all information and materials it considers confidential and/or proprietary in nature: (a) at the commencement of the term of this AGRVEMENf: or (b) as soon as such confidential or proprietary material is developed. `"Proprietary ardor confidential information'' is not meant to include any information which, at the time of its disclosure: (i) is already known to the other party; (ii) is rightfully disclosed to one of the parties by a third party that is not acting as art agent or representative for the other party: (iii) is independently- developed by or for the other party; (iv) is publicly known; or (v) is generally utilized by unaffiliated third parties engaged in the sante business or businesses as the CON SC;LTANT. The parties also acknowledge that the AGENCY is subject to Washington State and federal public disclosure laws. As such, the AGENCY shall maintain the confidentiality of all such information marked proprietary and;' or confidential or otherwise exempt, unless such disclosure is required under applicable state or federal lave. if a public disclosure request is made to vievv materials identified as -'Proprietary and/or confidential information" or otherwise exempt information, the AGFNCY will notify the CONSt"IIANI of the request and ofthe date that such records will be released to the requester unless the CONSUIJANI obtains a court order from a court of competent jurisdiction enjoining that diSCIoSUre. If the CONSt LI,kVI fail, to obtain the court order enjoining disclosure, the AGENCYvvill release the requested information on the date specified. The CONSULTANT agrees to notify the sub -consultant of any AGLNCY communication regarding disclosure that ma -y include a sub -consultant's proprietary andior confidential information. The CONSUI,'UNT notification to the sub -consultant will include the date that such records will be released b,, the AGENCY to the requester and state that unless the sub -consultant obtains a court order frotnn a court of competent jurisdiction enjoining that disclosure the .AG1:NCY will release the requested information. If the CONSULTANT andior sub -consultant fail to obtain a court order or other judicial relief enjoining the AOF:NCY" by the release date, the CONSULTANT shall waive and release and shall hold harmless and indemnify the AGENCY from all claims of actual or alleged damages, liabilities, or costs associated with the A(iF:NUY's said disclosure of soh -consultants' information. XX. Records Maintenance During the progress of the Wink find S1RV lC'FS provided hereunder and for a period of not less than six (6) years from the date of final payment to the CONSULTANT, the (J- SUTTAN'I shall keep, retain and maintain all "documents" pertaining to the SERVICES provided pursuant to this r' CRVENI ✓,NIT. Copies of all --documents' pertaining to the SF,RViCES provided hereunder shall be made available for review at the CONS(, LTANI 's place of' husiness during normal working hours. I (`any litigation, claim or audit is commenced, the CONSULTANT shall cooperate with AGENCY and assist in the production of all such documents. "Documents" shall be retained until all 1 itiLadon, claims or audit fundings have been resolved even though such litigation, claim or audit continues Past the six (6) near retention period. For purposes of this AGREEMLNT, "documents" means every writing or record of every type and description. including electronically stored information ("ESI"). that is in the possession, control, or custody of the CONSL LTANT, including, without limitation, any and all correspondences. contracts, AGREEMENT 's, appraisals, plan,, designs, data, surveys, snaps, spreadsheets, memoranda, stenographic or hand\vritten notes, reports, records, telegrams, schedules, diaries, notebooks, logbooks, invoices, accounting records, work sheets, charts, notes, drafts, scribhlings, recordings, visual displays, photographs_ minutes of meetinuJs, Aureement member: Local Agency A&E Professional Services Cost Plus Fixed Fee Consultant Agreement Page 13 of 14 Revised 11/02/2017 tabulations, computations, summaries, inventories, and writings regarding conferences, conversations or telephone conversations, and any and all other taped, recorded, written, printed or typed matters of any kind or description; every copy of the foregoing whether or not the original is in the possession, custody, or control of the CONSULTANT, and every copy, of any of the foregoing, whether or not such copy is a copy identical to an original, or whether or not such copy contains any commentary or notation whatsoever that does not appear on the original. For purposes of this AGRFTMENT, -`ESI" means any and all computer data or electronic recorded media of any kind, including "Native Files", that are stored in any medium from which it can be retrieved and examined. either directly or after translation into a reasonable useable firm. ESI may include information and/or documentation stored in various software programs such as: Email, Outlook, Word, Excel, Access, Publisher, PowerPoint, Adobe Acrobat, SQL databases, or any other software or electronic contimunication programs or databases that the CONSULT:<�NT may use in the performance of its operations. ESI may be located on network servers, backup tapes, smart phones, thumb drives, CDs, DVDs, floppy disks, work computers, cell phones, laptops or any other electronic device that CONSUI TANT uses in the performance of its Work or SERVICES hereunder. including any personal devices used by the CONS[J IANF or any sub -consultant at home. `-Native files" are a subset of ESI and refer to the electronic format of the application in which such FSI is normally created. viewed, and /or modified. The CONS ULTAN 1' shall include this section XX '`Records Maintenance" in every subcontract it enters into in relation to this AGREEMEN`h and bind the sub -consultant to its terms, unless expressly agreed to other�yise in writing by the AGENCY prior to the execution of such subcontract. In witness whereof, the parties hereto have executed this AGREEMENT as of the day and year shown in the "Execution I.)ate" box on page one f I ) of this AGRFE vIENT. 4f z.Z� signature Date 4..., t ") - 3 I -I - $ Signature Date Any rt�odil�ic�alion, change, or reli)rrnation ofthis AGREh-JILN-T shall require approv(d as to orm by the Office of the <4ttorney General. :�grti,ert�ent Number; Local Agency A&E Professional Services Cost Plus Fixed Fee Consultant Agreement Page 14 of 14 Revised 11/01/2017 Please see Exhibit A, Scope of Work. Attached Exhibit A Scope of Work Project ?No. A,,T-Cemew Number: Exhibit - Local Agency A&E Professional Services Cost Plus Fixed Fee Consultant Agreement Revised 11/01/2017 Page 1 of 1 EXHIBIT A Construction Management Services Scope of Work February 2018 West Belfair Valley Rd and Tracyton Beach Rd Innovative Safety Project City of Bremerton Project No.: 315003 Federal Aid Number: HS/P-OOOS(459) This work will provide construction management services for the construction contract to complete the following,- West ollowing; West Belfair Valley Rd: Installation of approximately 7,070 LF of guardrail, pavement repair, 9,734 SY of high friction surface treatment (HFST), signing, and pavement markings on two segments of West Belfair Valley Road. Tracyton Beach Rd: Installation of approximately 1,370 LF of guardrail, pavement repair, 4,316 SY of high friction surface treatment (HFST), storm drainage, signing, and pavement markings on Tracyton Beach Road. A detailed scope for the Contract follows: 1. INTRODUCTION The following scope of services and associated costs are based upon the assumptions outlined below. General Assumptions: • The proposed project team will include one part time project manager, one part time resident engineer, one full time inspector during construction activities when unit price work is being performed, a full-time documentation specialist will be provided by the City of Bremerton. Sub - consultants to provide services for materials testing will be provided by the City of Bremerton. It is anticipated that full-time site observation will be required for the entire duration of construction. • The level of service is based on project duration of approximately three (3) months, or sixty (60) working days. City of Bremerton Page 1 of 9 KPG Construction Management Services KPG Project #17112 Scope of Work February 2018 EXHIBIT A • It is anticipated that the City of Bremerton will enter into an agreement with WSDOT Materials Lab for the development of the Record of Materials (ROM). This scope of services provides the management of the ROM and scheduling of required materials testing respectively. • It is anticipated that the City of Bremerton will review and execute the insurance, bonds, and the Construction Contract. • It is anticipated that all Community Outreach will be completed by the City of Bremerton, contractor and KPG. • The City of Bremerton will coordinate with the engineer of record to provide background information on the design should it be necessary. This may include but not be limited to the following: answering RFIs, submittal reviews, and possible review of on-site changes due to existing conditions. • Services will be performed in accordance with the Contract plans & special provisions, WSDOT Local Agency Guidelines ("LAG"), the WSDOT Construction Manual, and the City of Bremerton engineering standards. • The franchise utilities will provide field inspection for all work surrounding the construction or relocation of their utility systems not constructed by the Client's Contractor, if necessary. II. SCOPE OF WORK The objective and purpose of this Construction Management Services Agreement is for the Consultant to successfully deliver the construction of the Project to the City of Bremerton by ensuring that the improvements are constructed in accordance with the approved Plans and Specifications, as may be amended or revised, that all of the required Project documentation is accounted for, and ultimately that the City of Bremerton receives a successful review by WSDOT Local Programs at the end of the Project. TASK 1 — MANAGEMENT/COORDINATION/ADMINISTRATION Provide overall project management, coordination with the City of Bremerton, monthly progress reports, and invoicing. This effort will include the following elements. 1.1 Organize and layout work for project staff. Prepare project instructions on contract administration procedures to be used during construction. 1.2 Review monthly expenditures and CM team scope activities. Prepare and submit project progress letters to the City of Bremerton along with invoices describing CM services provided each month. Prepare and submit reporting required by funding source(s), if any. 1.3 There is no UDBE goal on this project, but as required by LA A&E Professional Services Agreement the Consultant, on a month basis, shall enter the amounts paid to all firms involved with this Agreement in the WSDOT data base and identify any DBE participation. City of Bremerton Page 2 of 9 KPG Construction Management Services KPG Project #17112 Scope of Work February 2018 EXHIBIT A Deliverables • Monthly invoices TASK 2 — DESIGN SUPPORT - City will coordinate any design questions with Engineer of Record 2.1 City of Bremerton will coordinate and communicate with Engineer of Record for any outstanding items that cannot be resolved through normal field operations. Deliverables • None TASK 3 — PRECONSTRUCTION SERVICES 3.1 Preconstruction Conference: The City will prepare an agenda for, distribute notices of a preconstruction conference in the City of Bremerton offices. The Resident Engineer will conduct the preconstruction conference. The Consultant's resident engineer and inspector will attend the preconstruction conference. The City will prepare a written record of the meeting and distribute copies of the minutes to all attendees and affected agencies, staff, etc. At the Pre -construction conference, the Consultant shall facilitate discussions with the Contractor concerning the plans, specifications, schedules, issues with utilities, unusual conditions, Federal, State, and local requirements, EEO, UDBE and training requirements, and any other items that will result in better project understanding among the parties involved. 3.2 Preconstruction Review: The resident engineer and lead inspector will conduct a complete review of the contract documents in the field. Deliverables • Preconstruction conference attendance • Preconstruction photos TASK 4 — CONSTRUCTION OBSERVATION 4.1 The Consultant shall provide the services of a part-time resident engineer (20 hours a week) during construction activities, one full-time inspector (40 hours a week -Contractor hours, may be longer days according to construction schedule). Construction staff shall oversee all work required under the project construction contract plans and specifications on the project site, and will observe the technical progress of the construction, including providing day-to-day contact with the Contractor and the City of Bremerton. Field inspection staff will perform the following duties as a matter of their daily activities i. Observe technical conduct of the construction, including providing day-to-day contact with construction contractor, Client and other stakeholders, and monitor for adherence to the Contract Documents. The Consultant's personnel will act in accordance with Sections 1-05.1 and 1-05.2 of the Standard Specifications. City of Bremerton Page 3 of 9 KPG Construction Management Services KPG Project #17112 Scope of Work February 2018 EXHIBIT A ii. Observe material, workmanship, and construction areas for compliance with the Contract Documents and applicable codes, and notify construction contractor of noncompliance. Advise the Client of any non -conforming work observed during site visits. iii. Document all material delivered to the job site in accordance with the LAG Manual. iv. Prepare daily inspection reports, recording the construction contractor's operations as actually observed by the Consultant; includes quantities of work placed that day, contractor's equipment and crews, and other pertinent information. All daily inspection reports will adhere to WSDOT Local Agency Guidelines. V. Interpret Contract Documents in coordination with Client and the Client's Contractor. vi. Resolve questions which may arise as to the quality and acceptability of material furnished, work performed, and rate of progress of work performed by the construction contractor. vii. Establish communications with adjacent property owners. Respond to questions from property owners and the general public. viii. Coordinate with permit holders on the Project to monitor compliance with approved permits, if applicable. X. Prepare field records and documents to help assure the Project is administered in accordance with funding agency requirements. X. Collect and calculate delivery tickets and scaleman's daily reports of aggregate. All tickets will be initialed with correct bid item and stationing identified (Construction Manual 10- 2). xi. Attend and actively participate in regular on-site weekly construction meetings. xii. Take periodic digital photographs during the course of construction, and record locations. xiii. Coordinate with the Client's traffic operations and maintenance personnel. xiv. Conduct wage rate interviews, UDBE interviews and Training Interviews in accordance with the LAG Manual. xv. Punch list. Upon substantial completion of work, coordinate with the Client and affected agencies to prepare a 'punch list' of items to be completed or corrected. Coordinate final inspection with the Client and those agencies. xvi. Audits: Provide oversight during audits performed by WSDOT Local Programs and others. 4.2 Material Testing: Coordinate with the Contractor and the Material testing firm to schedule testing of materials in the field meet specifications. 4.3 Utility Coordination: Coordinate with the various utility companies and contractor regarding utility work. Consultant shall provide opportunities for each entity to coordinate and shall make every effort possible to ensure coordination efforts are timely, effective, and executed to the benefit of the project. Consultant cannot guarantee the Client's Contractor or Franchise Utilities performance of work. 4.4 Close Out: Upon substantial completion of work, coordinate with the City of Bremerton and other affected agencies, to perform a project inspection and develop a comprehensive list of deficiencies or City of Bremerton Page 4 of 9 KPG Construction Management Services KPG Project #17112 Scope of Work February 2018 EXHIBIT A 'punchlist' of items to be completed. A punchlist and Certificate of Substantial Completion will be prepared by the Consultant and issued by the City of Bremerton. Assumptions; • Consultant will provide observation services for the days/hours that the contractor's personnel are on-site. o Assumption is the City of Bremerton's Contractor shall work normal 40 hour work weeks. • The Consultant's monitoring of the construction contractor's activities is to ascertain whether or not they are performing the work in accordance with the Contract Documents; in case of noncompliance, Consultant will reject non -conforming work, and pursue the other remedies in the interests of the City of Bremerton, as detailed in the Contract Documents, The Consultant cannot guarantee the construction contractor's performance, and it is understood that Consultant shall assume no responsibility for: proper construction means, methods, techniques; project site safety, safety precautions or programs; or for the failure of any other entity to perform its work in accordance with laws, contracts, regulations, or client's expectations. Deliverables • Daily Construction Reports with project photos — submitted on a weekly basis • Punch List, Certificate of Substantial Completion • Review test reports for compliance TASK 5 — CONSTRUCTION SERVICES — OFFICE 5.1 Document Control. The City shall provide the services of a full-time document control specialist to be used. Original documentation will be housed at the construction field office, and filed in accordance with standard filing protocol to meet WSDOT Highways & Local Program Requirements. A copy of working files will be maintained in the field office. Document Control also consists of preparing Final Project Reports for the Client for WSDOT and FHWA acceptance and includes: • Final Estimate (Approving Authority File) • Comparison of Preliminary and Final Quantities (Approving Authority File) • Final Records as identified in WSDOT LAG (Approving Authority File) • Record of Material Samples and Tests • Materials Certification • Affidavit of Wages Paid • Release for the Protection of Property Owners and General Contractor • DOT Form 422-102 EF, Quarterly Report of Amounts Credited as UDBE Participation • Property owner and environmental commitment file 5.2 Project Coordination: Liaison with Client, construction contractor, engineer and utilities on a regular basis to discuss project issues and status. 5.3 Material Testing - Documentation: Compiling and recording City of Bremerton's material testing consultant. The City has elected to provide outside consultant for materials testing. KPG shall City of Bremerton Page S of 9 KPG Construction Management Services KPG Project #17112 Scope of Work February 2018 EXHIBIT A coordinate and schedule inspection for the project as needed. KPG shall not be responsible for materials testing consultant's performance or billing. 5.4 Weekly Meetings: Resident Engineer will lead weekly progress meetings. City will prepare weekly meeting agenda, meeting minutes, and distribution of minutes to attendees. Outstanding issues to be tracked on a weekly basis. 5.5 Initial Schedule Review: Resident Engineer will perform detailed schedule review of contractor provided CPM for conformance with the contract documents. 5.6 Lump Sum Breakdown: Resident Engineer will evaluate construction contractor's Schedule of Values for lump sum items. Review the Contract Price allocations and verify that such allocations are made in accordance with the requirements of the Contract Documents, Lump Sum Breakdowns for payment each month will be calculated with detailed data per WSDOT LAG Requirements. 5.7 Monthly Pay Requests: City will prepare monthly requests for payment. Resident Engineer will review with the City of Bremerton, contractor, and approve as permitted. Utilize City of Bremerton provided format for pay estimates, or Consultant format. 5.8 Monthly Schedule Review: At the monthly cutoff, Resident Engineer will review contractor's updated schedule and compare with field -observed progress. In addition, perform schedule analysis on contractor provided CPM updates and review schedule for delays and impacts. Coordinate with Contractor in the development of recovery schedules, as needed, to address delays caused by either events or issues within the Contractor's control or other events or issues beyond the Contractor's control. 5.9 Certified Payroll: The City will process and track all certified payroll per WSDOT Highways & Local Program Requirements. This includes verifying the initial payroll for compliance and 10% of all payrolls submitted thereafter, and tracking payroll each week. Payroll and payroll logs will adhere to WSDOT LAG requirements. 5.10 Weekly Statement of Working Days: City will prepare and Resident Engineer will issue weekly statement of working day report each week. 5.11 WSDOT & FHWA Reporting: The City will report and track all necessary reports per WSDOT Highways & Local Program Requirements. This will include UDBE condition of award tracking throughout the project, UDBE Reporting, EEO reporting, Training Goal tracking via certified payroll, UDBE on site reviews, and Training Questionnaires. Periodically meet with WSDOT Highways and Local Programs staff as requested to review project status. 5.12 Subcontractor Documentation: The City will process all required subcontractor documentation per WSDOT Highways & Local Program Requirements. Request to Sublets will be verified and logged. Certification for Federal Aid will be obtained from all subcontractors. This includes checking System Award Management System ("SAMS"), verifying OM/WBE, verifying business licensing, reviewing insurance documentation, verifying City of Bremerton business licensing, Intent to Pay Prevailing City of Bremerton Page 6 of 9 KPG Construction Management Services KPG Project #17112 Scope of Work February 2018 EXHIBIT A Wage and Affidavit of Wages Paid. All subcontractor documentation will be logged into WSDOT's subcontractor logs. Resident Engineer will approve Request to Sublets. 5.13 Cost Projections: Resident Engineer will prepare cost projections for the project at the city's request. Projections to be based on the current amount paid to date, pending change orders, quantity projections, and other information. A memo to file at substantial completion will be written outlining all of the over/under-run in accordance with the WSDOT LAG and CM Manual. 5.14 Record Drawings: Resident Engineer will review record drawings prepared by the Contractor and Utilities, and prepare a conformed set of project record drawings based on Contractor provided information and from inspection notes. Record drawings to be verified on a monthly basis, as part of the progress payment to the Contractor. Upon project completion, contractor provided markups will be verified for completeness and supplemented with inspection information. Incorporating contractor survey, contractor red line plans, and inspector red line plans into a final AutoCAD set of Record Drawings is not included in this fee, can be included for an additional cost at the City's request. 5.15 Audit Oversight: Provide oversight, with Client staff, during audits performed by WSDOT Local Programs and others and make corrections to project documentation as needed. The Consultant will perform a QA/QC review of the documents with the City of Bremerton project manager at 50% and 100% project completion. 5.16 Physical Completion Letter: Following completion of all punchlist work, the city will prepare physical completion letter to the contractor and WSDOT, and Resident Engineer will recommend that City of Bremerton and/or Utilities accept the project. 5.17 Project Closeout: The City will be provided with all electronic documents and pictures. 5.18 Environmental Permitting: The Resident Engineer will review the Contractor's SWPPP and Construction Stormwater General Permit monitoring plan prepared by the Contractor. The Contractor shall be responsible for implementation and permit compliance. 5.19 Submittals: The Resident Engineer will coordinate review process for shop drawings, samples, traffic control plans, test reports, and other submittals from the Contractor for compliance with the contract documents. Key submittals to be transmitted to the Client for their review and approval. Submittals shall be logged and tracked by the city. 5.20 Request for Information ("RFI"): Resident Engineer will review and respond to RFIs. If needed route RFI to appropriate party for final decision. RFIs shall be logged and tracked by the City. 5.21 Record of Materials ("ROM"): Utilize ROM prepared by WSDOT Material Lab and update based on Special Provisions and Plans for use on the project, based on the contract specifications and WSDOT/LAG requirements. The city will maintain the ROM according to WSDOT Highways & Local Program Requirements, The ROM will track all of the materials delivered to the site including City of Bremerton Page 7 of 9 KPG Construction Management Services KPG Project #17112 Scope of Work February 2018 EXHIBIT A manufacturer/supplier, approved RAMS, QPL items, material compliance documentation, and all other required documentation. 5.22 Change Management Logs: The city will develop and maintain a case log that includes change orders, RFPs, and Field Work Directives per Highway & Local Programs Guidelines 5.23 Change Orders: Resident Engineer will develop change orders per Highway & Local Programs Guidelines, provide technical assistance to negotiate change orders, and assist in resolution of disputes that may occur during the course of the project. All change orders must be authorized by the City of Bremerton prior to issuance to the Contractor. Each change order will be executed in accordance with WSDOT Local Agency Guidelines and contain the following: • Change order • Independent Cost Estimate • Time Impact Analysis • Contractor's Pricing • Verbal Approval Memo • Change Order Checklist (LAG Manual) • Back up documentation 5.24 Field Work Directives: Resident Engineer will prepare field work directives as necessary to keep the contractor on schedule. 5.25 Minor Change Orders: Resident Engineer will develop minor change orders per WSDOT Highways & Local Program Requirements. Each minor change order will be executed in accordance with WSDOT Local Agency Guidelines and contain the following: • Independent Cost Estimate • Verbal Approval Memo • Back up documentation 5.26 Force Account: The city will track contractor force account labor, equipment, and materials. Provide payment according to WSDOT requirements. All force account calculations will be verified by the engineer and double checked by the documentation specialist per WSDOT LAG Manual. Deliverables • Change Order(s) • Minor Change Order(s) Assumptions It is assumed that any PSIPE/Landscape Warranty or site visits are not included in the above tasks. TASK 6 — SURVEY & MATERIAL TESTING 6.1 Survey Support: Consultant will provide surveying services on an as -needed basis to verify contractor provided surveying, and be available to answer questions about survey control and other items. 6.2 Material Testing: Coordinate the work of the materials testing technicians and testing laboratories in the observation and testing of materials used in the construction; document and evaluate results City of Bremerton Page 8 of 9 KPG Construction Management Services KPG Project #17112 Scope of Work February 2018 EXHIBIT A of testing; and address deficiencies. Frequency of testing shall be as prescribed in the WSDOT Construction Manual and LAG manual. Materials testing will be performed by a consultant provided by the City of Bremerton. The material testing consultant will meet qualified tester requirements as identified in WSDOT LAG 52.3.32 for projects on NHS highway systems. Assumptions It is assumed that materials that require fabrication inspection per WSDOT LAG 52.3.32 will be conducted by WSDOT through a contract with the City of Bremerton. Materials that fall within this category include: Signal and Illumination poles, structural precast concrete items, and signs. TASK 7 — ADDITIONAL SERVICES Additional services requested by the City of Bremerton, will be performed only when authorized by the City. Authorization to perform additional services will be in writing, specifying the work to be performed, and basis of payment. Items such as Community Outreach (except as completed on a day to day basis by the inspector and resident engineer as described in task 3.1 — vii), Public Meetings, Ribbon Cutting Ceremony, claims analysis, surveying, services during shutdown periods of non -working days, and services for extended working days are examples of possible additional services. This fee is based on 70 working days (one week prior to construction, 60 working day contract and one week for closeout, 8 hour days), additional extension of days will be approximately $1,171.00 per day. A total of $10,000 has been included in the cost for services as a placeholder and serves as the Management Reserve for the Project. At the time these services are required, the Consultant shall provide a detailed scope of work and an estimate of costs. The Consultant shall not proceed with the work until the City of Bremerton has authorized the work and issued a notice to proceed. City of Bremerton Page 9 of 9 KPG Construction Management Services KPG Project #17112 Scope of Work February 2018 N,A Exhibit B QBE Participation AJreement Number Exhibit B - Local Agency A&E Professional Services Cost Plus Fixed Fee Consultant Agreement Revised 1110112017 Page 1 of 1 Exhibit C Preparation and Delivery of Electronic Engineering and Other Data In this Exhibit the agency, as applicable, is to provide a description of the format and standards the consultant is to use in preparing electronic files for transmission to the agency. The format and standards to be provided may include, but are not limited to, the following: I. Surveying. Roadway Design & Plans Preparation Section A. Survey Data 'triA B. Roadway Design Files VA C. Computer Aided Drafting Files N/A Agreement Number: Exhibit C - Local Agency A&E Professional Services Cost Plus Fixed Fee Consultant Agreement Revised 1110112017 Page 1 of 4 D. Specify the Agency's Right to Review Product with the Consultant All project related files are Subject to review by the City of Bremerton L. Specify the Electronic Deliverables to Be Provided to the Agency See scope of work, Exhibit A F. Specify what Agency Furnished Services and Information Is to Be Provided N`A Agreement Nuiiiher: _----- ---- ------- -- Exhibit C - Local Agency A&E Professional Services Cost Plus Fixed Fee Consultant Agreement Revised 1110112017 Page 2 of 4 II. Any Other Electronic Files to Be Provided A copy of all electronic files may be provided to the City on DVD, upon request 111. Methods to Electronically Exchange Data E-mail, CD, or FIT as approved by the City Exhibit C - Local Agency A&E Professional Services Cost Plus Fixed Fee Consultant Agreement Revised 11/01/2017 Page 3 of 4 A. Agency Software Suite N/A B. Electronic Messaging System Microsoft Outlook C. File Transfers Format PDF,'NIS Word, MS Excel -------------- Exhibit __-_ Exhibit C - Local Agency A&E Professional Services Cost Plus Fixed Fee Consultant Agreement Revised 1110112017 Page 4 of 4 See Exhibit 1), Attached Exhibit D Prime Consultant Cost Computations Agreement Number: Exhibit D - Local Agency A&E Professional Services Cost Plus Fixed Fee Consultant Agreement Revised 11/01/2017 Page 1 of 1 EXHIBIT D FEE SUMMARY Project: City of Bremerton West Belfair Valley Rd and Tracyton Beach Road Construction Services Fee 60 working days / 3 months Description Task 1 - Management/Coordination/Administration Task 2 - Design Support Task 3 - Preconstruction Services Task 4 - Construction Observation Task 5 - Construction Services - Office Task 6 - Survey & Material Testing Task 7 - Additional Services City of Bremerton Construction Management Services Fee Estimate Page 1 of 4 ]ECIPPIC116 Interdisciplinary Design Estimated Fee $ 13,604 $ 6,412 $ 39,332 $ 53,029 $ 1.771 $ 10,000 Total: $ 124,148 KPG Project Number 17112 February 2018 EX-iiBiT D HOUR AND FEE ESTIMATE Project: City of Bremerton ] i IP IOU West Belfair Valley Rd and Tracyton Beach Road Interdisciplinary Design Construction Services Fee 60 working days /3 months Total Fee °roject Res!dew 'rens? 'Dec '.Audi Manager Engrneer Inspector soectaiist GiversighllK Task Description PG Aamin $ 11 z 3 7 $ 15827 Fee Task 1 - ManagementiCoordinationlAdininistration C ty 1 Protect Organization and Layout 0 0 0 G $ 6' 331 2 Monthly Review and l0vo+ang f4 months! '2 4 0 0 24_ $ 5,14G 3 UDBE Reporling 4 0 C 0 C $ 633 Re curacla expenses see breakdown'or c;eta 'Is S 500 Task Totals 56 4 0 0 24 S 13 604 Task 2 - Design Support 2 1 Protect Design Suppori 0 0 Re �,bersable expenses see breakde�nn `or feta is g Task Total 0 0 0 0 0 $ Task 3 - Preconstruction Services 3' Preccnstruct!on Conference 4 4 4 0 0 $ 1 3B5 3 2 Precons'ructlor P, -,i ew 8 8 40 0 0 $ ;,046 Rernbursable expenses ee bleJKdtlwn f0� deta!Is _. Task Total 12 12 44 0 0 $ 6,412 Task 4 - Construction Observation 4 1 Construction Observafion 0 0 420 0 0 S 30 393 ^ 2 Ma enal Testing Cocrd,natioc and t acKin s ) 4 _ 20 0 $ 8JC 3 oordination 0 8 20 0 0 5 2.333 4 4 Close Out 4 g 2„ $ 2966 Rcr bL,rsab',e expenses - see breakdown Por deta,ls $ i r Task Total 4 20 480 0 0 S 39 332 Task 5 - Construction Services - Office 5 01 Dccumeh: Cortro: 0 8C $ 886 5 32 Project Cocrc!na:.on 82,A 5 03 Materal Testing DOCrIrrentatRN' 0 3 0 0 0 $ t 771 04 Weekly Meetings 3C 0 _ 5 5 05 I, -!tial Schedule Review 0 8 e 0 _ 0 0 a 886 C, Ce, Lump SUM Breakdown 0 8 ., 0 J 7 i 386 Monthly Pay Requests 0 '31 0 0 J S 3,385 5 Cd Monthly Screduic Review G A _4 0 $ 2,622 5 C9 Cert °fed Payroll 0 0 3 00 5 .. 5 10 Uileekiy Statemen+. of Working Days 0 8 it 0 0 t 2 043 5 11 WSDO f& FHVvA. Reponwq 0 0 00 n `r Sircontractor Dor-.r-ertavllr, 0 S 8 G $ ; 464 5 13 Cost Projections 8 16 -1 0 1 S 3,^37 5 14 Record Drawings 08 0 0 0 $ 885 o �5 Au.it Oversight 3 n -. 0 _..-.24 $ a 063 5 16 Physical Cvn+pletron Le:fer 0 10 .. 0g 5 1- Project C cseout C 1224 0 5 18 Env onmental Permitting 0 3 r J 5'9 Subrt',ats _ 0 40 0 _ 4 428 5 2(, Requpst for Information ,PF') 886 " 5 21 Ra,co t n° blaferals rROM) 8 0 $ ; 454 6 22Crange Maragement togs 1 0 0_ .. 0 u. 5 23 Change Or�ers 0 _ 36 0 G $ 3 935 24 Felu Wcrk Directives 0 25 Minor Chance Orders C 8 0 0 0 $ 856 12 6, Fcrce Account 0 8 0 CG $ 886 Reirnbursacle expenses - see breakoowc for details _ $_- --- OG Task Total 40 321 88 0 24 S 53,629"- 3.029 Cty cf Bremertor KP+"> Construction Managenert Services Pro!er tvuber # ' 1 "' Fee Estimate Page 2 of 4 hr,.,ar, 018 EXHIBIT D HOUR AND FEE ESTIMATE ' Hourly !-Wes are +basad Cr-- rho 'Gh`OPlirty' D,rert Salary `;os s $ 59 5 $ 41 30 $ 27 00 $ VVS00 Dverhead ✓ate 133 02%n Fried Fee. _. 30l $ 59 05 City -)= Bremerton KPG Co^sta,cnor Maragemant Sere ,es P*oject Numoer 9' ?112 Fee Estimatte Page 3 of 4 Febr_tarl 2C 18 3K Project: City of Bremerton West Belfair Valley Rd and Tracyton Beach Road Interdisciplinary Design Construction Services Fee 60 working days /3 months Total Fee Project P.esiden? Const Doc `Audit Manaoer Engireer Insne=r Specialist 'Overstght,K :; Task Description '... PG Admin $ 158 27 $ l IC 69 $ 72 37 $ - $ 158 27 Fee Task 6 - Survey & Material Testing Survey Suoport J 8 0 0$ 33f, 62 Material Testing 0 8 u G _ J S 386 Reimbursable expenses see breakuovm for details S - Task Total 0 16 0 0 0 $ 1,771 Task 7 - Additional Services ? C Management Re -serve C 0 _ o 0 S 10 00C Rairrb-;rsable expenses - see breakdown for details Task Total 0 0 0 0 0 $ 10.000 Subtotal: s 124,148 Total Hours 112 373 612 0 48 ' Hourly !-Wes are +basad Cr-- rho 'Gh`OPlirty' D,rert Salary `;os s $ 59 5 $ 41 30 $ 27 00 $ VVS00 Dverhead ✓ate 133 02%n Fried Fee. _. 30l $ 59 05 City -)= Bremerton KPG Co^sta,cnor Maragemant Sere ,es P*oject Numoer 9' ?112 Fee Estimatte Page 3 of 4 Febr_tarl 2C 18 EXHIBIT D HOUR AND FEE ESTIMATE 1K IP cm*,4 Project: City of Bremerton Interdisciplinary Design West Belfair Valley Rd and Tracyton Beach Road Construction Services Fee 60 working days / 3 months Reimbursable Breakdown Cost Task 1 - Management/Coordination/Administration Mileage $500.00 Reproduction Task 1 - Total $ 500.00 Task 2 - Design Support Mileage $ Reproduction $ Task 2 - Total $ Task 3 - Preconstruction Services Misc. Field Supplies$ _ Materials Testing $ $ Task 3 - Total $ Task 4 - Construction Observation Mileage $ 1,500.00 Misc Office Supplies $ 250.00 Task 4 - Total $ 1,750.00 Task 5 - Construction Services - Office Mileage $ 1.000.00 _ Reproduction Task 5 - Total $ 1.000.00 Task 6 - Survey & Material Testing Mileage $ Reproduction Task 5 - Total $ _ Task 7 - Additional Services Management Reserve Reproduction Task 6 - Total City of Bremerton Construction Management Services Fee Estimate Page 4 of 4 Total Reimbursable Costs: $ 10,000.00 10,000.00 13, 250.00 KPG Project Number 17112 February 2018 Adw Washington State VIAP Department of Thmsportatlon April 10, 2017 K PG. Inc, 3131 Elliott Avenue, Suite 400 Seattle. WA 98 121 1 Transportation Building 310 Maple Park Avenue S. E. P.O. Box 47300 Olympia. WA 98504-7300 380-705-7000 TTY 1-800-833-6388 www,wsdot.wa.gov Subject: Acceptance FYE ?016 ICR — Risk Assessment. Review Dear Ms. Susan Rowe: Based on Washington State Department of Transportation's (NN'SDOT) Risk Assessment review of your Indirect Cost Rate (ICR), we have accepted your proposed FYE 2016 ICR of 138.027(,. This rate is applicable to Washington Local Agency Contracts only. This rate may be subject to additional review if considered necessary by WSDOT. Your ICR must be updated on an annual basis, Costs billed to agreements/contracts will still be subject to audit of actual costs, based on the terms and conditions of the respective agreementicontract. This was not a cognizant review. Any other entity contracting with the firm i5 responsible for determining the acceptability of the ICR. If you have any questions, feel free to contact our office at (360) 705-7019 or via email consul tint rates (0) wsdot. wa_L-ov, Regards: Jonson, Erik, cosign ERIK K. JONSONL Manager; Consultant Services Office EKJ:krns Certification of Final Indirect Costs Firm Name: KPG, Inc. Indirect Cost Rate Proposal: 138.02% Date of Proposal Preparation (mm/dd/yyyy): 03/17/2017 Fiscal Period Covered (mmiddlyyyy to mm/ddlyyyy): 01;01/2016 to 12/31/16 1, the undersigned, certify that 1 have reviewed the proposal to establish final indirect cost rates for the fiscal period as specified above and to the best of my knowledge and belief, 1.) All costs included in this proposal to establish final indirect cost rates are allowable in accordance with the cost principles of the Federal Acquisition Regulations (FAR) of title 48, Code of Federal Regulations (CFR), part 31. 2.) This proposal does not include any costs which are expressly unallowable under the cost principles of the FAR of 48 CFR 31. All known material transactions or events that have occurred affecting the firm's ownership, organization and indirect cost rates have been disclosed. Signature: Name of Certifying Official* (Print): Nelson Davis Title. President Date of Certification (mm/dd/yyyy): 03/17/2017 *The "Certifying Official" must be an individual executive or financial officer of the firm at a level no lower than a Vice President or Chief Financial Officer, or equivalent, who has the authority to represent the financial information utilized to establish the indirect cost rate for use under Agency contracts. Ref. FHWA Directive 4470.1A available on line at: http.flwww,fhwa.dot.ciovAeqsregs/directives/orders/44,7Qla.htrn O/H Certification; Nov 2010 Exhibit E Sub -consultant Cost Computations There isn't any sub -consultant participation at this time. The CONSULTANT shall not sub -contract for the performance of any work under this AGREEMENT without prior written permission of the AGENCY. Refer to section VI ``Sub -Contracting" of this AGREEMENT. N,'A Agreement Number: Exhibit E - Local Agency A&E Professional Services Cost Plus Fixed Fee Consultant Agreement Revised 1110112017 Page 1 of 1 Exhibit F Title V! Assurances During the performance of this AGREENJENT, the CONSLrLTANT, for itself, its assignees, and successors in interest agrees as follo%.�s: 1. Compliance with Regulations: The CONSULTANT shall comply with the Regulations relative to non- discrimination in federally assisted programs of the AGENCY, Title 49, Code of Federal Regulations, Part 21, as they may be amended from time to time (hereinafter referred to as the 'REGI� LATIO\S"), which are herein incorporated by reference and made a part of this AGREEMENT. ?. Non-discrimination: The CONSULTA\ 1, with regard to the work performed during this AGRFEYIENT. shall not discriminate on the grounds of race, color, sex, or national origin in the selection and retention of sub -consultants, including procurement of materials and teases of equipment. The CON SL: shall not participate either directly or indirectly in the discrimination prohibited by Section 21.5 of the REGliLAT1ONS, including employment practices Gvhen this AGRFEMENT covers a program set forth in :Appendix B of the RF_'GU'L, I IONS. 3. Solicitations for Sub -consultants, Including Procurement of Materials and Equipment: In all solicitations either by competitive bidding or negotiations made by the CONSULTANT for work to be performed under a sub -contract, including procurement of materials or leases of equipment, each potential sub - consultant or supplier shall be notified by the CONSt'LTANT of the CONSLLTANT's obligations under this .-AGREE)9ENT and the REGt_!L.,NTIONS relative to non-discrimination on the grounds of race, color.. sex, or national origin. 4. Information and Reports: The CONSU IANT shall provide all information and reports required by the RFIOU .:ATIONS or directives issued pursuant thereto, and shall permit access to its books, records, accounts, other sources of information, and its facilities as may be determined by the AGENCY, the STATE, or the Federal Highwav Administration (FFIWA) to be pertinent to ascertain compliance with such REGULATIONS, orders and instructions. Where any information required of a CONSULT_AN F is in the exclusive possession of another who flails or refuses to furnish this information, the CONS( LTA\T shall so certify to the AGENCY, the SCATS, or the FMVA as appropriate, and shall set forth what efforts it has made to obtain the information. 5. Sanctions for Non-compliance: III the event of the CONSULTANT's non-compliance with the non- discrimination provisions of this AGRF} MIy L I, the AGENCY shall impose such AGRLEMENT sanctions as it, the STAfE, or the FHWA may determine to be appropriate. including, but not limited to: • Witliholding of payments to the CONSULTANT under this AGREEME:N'Tuntil the CONSLLTAN"I complies, and,or; • Cancellation, termination, or suspension of this AGREEMENT, MENT, in whole or in part. 6. Incorporation of Provisions: The CONSULTANT shall include the provisions of paragraphs (I ) through (S) in ever;- subcontract, including procurement of materials and leases of equipment, unless exempt by the RT.GLLATIONS. or directives issued pursuant thereto. The CONS( t; I- ANT shall take such action with respect to any sub -consultant or procurement as the STATE, the AGENCY, or FI tWA may direct as a means of enforcing such provisions including sanctions for non-compliance. Provided, however, that in the event a CONSULTANT becomes involved in, or is threatener{ with, litigation with a sub -consultant or supplier as a result of such direction, the CONSLLTANT may request the AGENCY enter into such litigation to protect the interests of the STAFF and/or the ,-ACTF-NCY and. in addition, the CONSU1 FANT may request the United States enter into such litigation to protect the interests of the t; nited States. Agreement Nuaiher: Exhibit F - Local Agency A&E Professional Services Cost Plus Fixed Fee Consultant Agreement Revised 11/01/2017 Page 1 of 1 Exhibit G Certification Documents Exhibit G -1(a) Certification of Consultant Exhibit G -1(b) Certification of Exhibit G-2 Certification Regarding Debarment, Suspension and Other Responsibility Matters - Primary Covered Transactions Exhibit G-3 Certification Regarding the Restrictions of the Use of federal Funds for Lobbying Exhibit G-4 Certificate of Current Cost or Pricing Data Agreement Nw-ri ger: Page 1 of 1 Exhibit G -1(a) Certification of Consultant I hereby certify that I am the and duly authorized representative of the firm of KP(',, P.S. whose address is 2502 Jefferson Avenue Tacoma, WA 98402 and that neither the above firm nor I have: a) Employed or retained for a commission, percentage, brokerage, contingent fee; or other consideration, any firm or person (other than a bona fide employee working solely for me or the above CONSULTANT) to solicit or secure this AGREEMENT; b) Agreed, as an express or implied condition for obtaining this contract, to employ or retain the services of any firm or person in cotunection with carrying out this AGREEMENT; or c) Paid, or agreed to pay, to any firm, organization or person (other than a bona fide employee working solely for me or the above CONSULTANT) any fee, contribution, donation, or consideration of any kind for, or in connection with, procuring or carrying out this AGREEMENT, except as hereby expressly stated (if any); I acknowledge that this certificate is to be furnished to the Washington Department of Transportation (WSDOT) and the Federal I,tighway Administration, I.S. Department of Transportation in connection with this AGREEMENT involving participation of Federal -aid highway fiends, and is subject to applicable State and Federal laws, both criminal and civil. KPG, Y.S. Consultant (Firm Name) Signature (Au prized Official of Consultant) Date Agreement Number: Page 1 of 1 Exhibit G -1(b) Certification of Cite of Bremerton 1 hereby certify that I am the: Q Certified Authority ❑ Other of the Ciro of Bremerton and KPG, P.S. or its representative has not been required, directly or indirectly as an express or implied condition in connection with obtaining or carrying out this AGREEMENT to: a) Employ or retain, or agree to employ to retain, any firm or person; or b) Pay, or agree to pay, to any firm, person, or organization, any fee_ contribution, donation, or consideration of any kind; except as hereby expressly stated (if any): 1 acknowledge that this certificate is to be furnished to the Washington State Dept of Transportation (W SDOT) and the Federal High-,yav, Administration, U.S. Department of Transportation, in connection with this AGREF,MENT involving participation of Federal -aid highway funds, and is subject to applicable State and Federal laws, both criminal and civil. Signature Date Agreement Number: Page 1 of 1 Exhibit G-2 Certification Regarding Debarment, Suspension and Other Responsibility Matters - Primary Covered Transactions 1. The prospective primary participant certifies to the best of its knowledge and belief, that it and its principals: A. Are not presently debarred, suspended, proposed for debarment, declared ineligible_, or voluntarily excluded from covered transactions by any I,ederal department or agency; B. Nave not within a three (3) year period preceding this proposal been convicted of or had a civil judgment rendered against them for commission of fraud or a criminal offense in connection with obtaining, attempting to obtain, or performing a public (federal, State, or local) transaction or contract under a public transaction; violation of Federal or State anti-trust statues or commission of embezzlement, theft, forgery.. bribery, falsification or destruction of records. making false statements, or receiving stolen property, C. Are not presently indicted for or otherwise criminally or civilly charged by a governmental entity (Federal, State, or local) with commission of any of the offenses enumerated in paragraph (1)(b) of this certification, and D. Have not within a three ( 3) } ear period preceding this application / proposal had one or more public transactions (Federal, State and local) terminated for cause or default. 11. Where the prospective primary participant is unable to certify to any of the statements in this certification, such prospective participant shall attach an explanation to this proposal. KPU, P. S. Consultant (Firm Name) 2�, zG fp Signat a (Authori ed Official of Consultant) Date A_reernent Number: Page 1 of 1 Exhibit G-3 Certification Regarding the Restrictions of the Use of Federal Funds for Lobbying `The prospective participant certifies, by signing and submitting this bid or proposal, to the best of his or her knowledge and belief, that: No Federal appropriated funds have been paid or wiII be paid, by or ori behal f of the undersigned, to any person for influencing or attempting to influence an officer or employee of any Federal agency, a Member of Congress, an officer or employee of C:'ongress, or any employee of a Member of Congress in connection with the awarding of any Federal contract, the making of any Federal grant, the making of any Federal loan, the entering into of anv cooperative :AGREEMENT. and the extension, continuation. renewal, amendment, or modification of Federal contract_ grant. loan or cooperative AGREEMENT. .?. If any funds other than Federal appropriated finds have been paid or will be paid to any person for influencing or attempting to influence an officer or emplo,.-ee of anv Federal agency. a Member of Congress. an officer or employee of Congress, or an employee of a Member of Congress in connection with this Federal contract, grant, loan or cooperative AGREF HENT, the undersigned shall complete and submit Standard Form - t_,LL, "Disclosure Form to Report Lobbying," in accordance with its instructions. This certification is a material representation of tact upon which reliance was placed when this transaction was made or entered into. Submission of this certification is a prerequisite for making or entering into this transaction imposed by Section 1352, Title 31, U.S. Code. Am, person who fails to file the required certification shall be subject to a civil penalty of not less than $10.000.00, and not more than $100,(_)00.00_ for each such failure. "ille prospective participant also agrees by submitting his or her bid or proposal that he or she shall require that the language of this certification be included in all lower tier sub -contracts, which exceed $100,000, and that all such sub -recipients shall certifyand disclose accordingly. KPG, P.S, Consultant (Firm Name) Z- 2e• l (- Signature Signature (Auth rized Official of Consultant) Date Avreement Number: Page 1 of 1 Exhibit G-4 Certificate of Current Cost or Pricing Data This is to certify that, to the best of my knowledge and belief, the cost or pricing data (as defined in section 2.101 of the Federal Acquisition Regulation (F. -,\R) and required under FAR subsection 15.403-4) submitted. either actually or by specific identification in writing, to the Contracting Officer or to the Contracting Officer's representative in support of Innovative Safety Project * are accurate, complete, and current as of 2/126/2018 This certification includes the cost or pricing data supporting any advance AGREEM NT's and forward pricing rate AGREEMENT's between the offer or and the Government that are part of the proposal. Firm: KPG, P.S. Signattre Date of Execution***: Principal Title Identify the proposal, quotation, request 11, �r pricing adiusunent, or other submission itivulved, the appropriate idomiving number (e.g project title.) Insert the day. month, and vcar, when price negotiations were concluded and price AGRI FAILS I was reached. **'°Inner the da)- and 7 Year, o'sign ,ag, wlreh >hould be tts sloe as practicable to the date ,vhct; rhe price negotiations vverc ct>ncluded and thr contract price agreed to. Ap-reement Number: Page 1 of 1 Exhibit H Liability Insurance Increase To Be used Only If Insurance Requirements Are Increased The professional liability limit of the COtiSI:'LTANT to the AGENCY identified in Section X11, Legal Relations and Insurance of this Agreement is amended to $ No Change The CONSULTANT shall provide Professional Liability insurance with minimum per occurrence limits in the amount of S No Change Such insurance coverage shall be evidenced by one of the following methods: • CertltlCate Of InSUrarlCe. • Self-insurance through an irrevocable Letter of Credit from a qualified financial institution. Self-insurance through documentation of a separate fund established exclusively for the payment of professional liability claims, including clairn amounts already reserved against the fund, safeguards established for payment from the fund, a copy of the latest atuival financial statements. and disclosure of the investment. portfolio for those funds. Should the minimum professional Liability insurance limit required by the AGENCY as specified above exceed $1 million per occurrence or the value of the contract, whichever is greater, then justificatior shall be submitted to the Federal Highway Administration (FHIA'A) for approval to increase the minimum insurance limit. If FII\NA approval is obtained, the ACENCY may, at its own cost, reimburse the CONSULT ANT for the additional professional liability insurance required. Notes: Cost of added insurance requirements: $ Not Applicable • Include all costs, fee increase, premiums. • 'T'his cost shall not be billed against an FHWA funded project. • For final contracts, include this exhibit. A_Yreement dumber: ---------- Exhibit H - Local Agency A&E Professional Services Cost Plus Fixed Fee Consultant Agreement Revised 11/01/2017 Page 1 of 1 Exhibit I Alleged Consultant Design Error Procedures The purpose of this exhibit is to establish a procedure to determine if a consultant's alleged design error is of a nature that exceeds the accepted standard of care. In addition, it will establish a uniform method for the resolution and/or cost recovery procedures in those instances where the agency- believes it has suffered some material damage due to the alleged error by the consultant. Step 1 Potential Consultant Design Error(s) is Identified by Agency's Project :Manager At the first indication of potential consultant design error(s), the first step in the process is for the Agency's project rrianager to notify- the Director of Public Works or Agency Engineer regarding the potential design error(s). For federally funded projects, the Region Local Programs Engineer should be informed and involved in these procedures. (Note: The Director of Public Works or Agency Engineer may appoint an agency staff person other than the project manager. who has not been as directly involved in the project, to be responsible for the remaining steps in these procedures.) Step 2 Project Manager Documents the Alleged Consultant Design Error(s) After discussion of the allured design error(s) and the magnitude of the alleged error(s), and with the Director of Public Works or Agency Engineer's concurrence, the project manager obtains more detailed documentation than is normally required on the project. Examples include: all decisions and descriptions of work. photographs, records of labor, materials and equipment.. Step 3 Contact the Consultant Regarding the Alleged Design Error(s) If it is determined that there is a need to proceed further, the next step in the process is for the project manager to contact the consultant regarding the alleged design error(s) and the magnitude of the alleged error(s). The project manager and other appropriate agency staff should represent the agency and the consultant should be represented by their project manager and any personnel (including sub -consultants) deemed appropriate for the alleged design errors) issue. Step 4 Attempt to Resolve Alleged Design Error with Consultant After the meeting(s) with the consultant have been completed regarding the consultant's alleged design error(s), there are three possible scenarios: It is determined via mutual agreement that there is not a consultant design error(s). If this is the case, then the process will not proceed beyond this point. It is determined via mutual agreement that a consultant design errors) occurred. If this is the case, then the Director of Public Works or Agency Engineer, or their representatives._ negotiate a settlement with the consultant. The settlement would be paid to the agency or the amount would be reduced from the consultants agreement with the agency for the services on the project in which the design error took place. The agency is to provide LP, through the Region Local Programs Engineer, a summary of the settlement for review and to make adjustments. if any. as to hove the settlement affects federal reimbursements. No further action is required. There is not a mutual agreement regardinLY the alleged Consultant design error{s). The consultant may request that the alleged design error(s) issue be forwarded to the Director of Public Works or Agency Engineer for review. If the Director of Public Works or Agency Frioineer, after review with their legal counsel, is not able to reach mutual agreement with the consultant, proceed to Step 5. Agreenle2lt Number: Exhibit I - Local Agency A&E Professional Services Cost Plus Fixed Fee Consultant Agreement Revised 1110112017 Page 1 of 2 Step 5 Forward Documents to Local Programs For federally funded projects all available information, including costs, should be forwarded through the Region Local Programs Engineer to LP for their review and consultation with the FHw`A. LP will meet with representatives of the agency and the consultant to review the alleged design error(s), and attempt to find a resolution to the issue. if necessary, LP will request assistance from the attorney General's Office for legal interpretation. LP will also identity how the alleged error(s) affects eligibility of project costs for federal reimbursement. • if mutual agreement is reached, the agency and consultant adjust the scope of work and costs to reflect the agreed upon resolution. LP, in consultation with FHNA'A, will identify the amount of federal participation in the agreed upon resolution of the issue. • If mutual agreement is not reached, the agency and consultant may seek settlement by arbitration or by litigation. Agreement Nurn[w: Exhibit I - Local Agency A&E Professional Services Cost Plus Fixed Fee Consultant Agreement Revised 11/01/2017 Page 2 of 2 Exhibit J Consultant Claim Procedures The purpose of this exhibit is to describe a procedure regarding claim(s) on a consultant agreement. The following procedures should only be utilized on consultant claims greater than $1,000. If the consultant's claims) are a total of $1.000 or less, it would not be cost effective to proceed through the outlined steps. It is suggested that the Director of Public Works orAgency Engineer negotiate a fair and reasonable price for the consultant's claim(s) that total $1,000 or less. This exhibit will outline the procedures to be followed by the consultant and the agency to consider a potential claim by the consultant. Step 1 Consultant Files a Claim with the Agency Project Manager If the consultant determines that they were requested to perform additionalservices that were outside of the agreement's scope of work. they may be entitled to a claim. The first step that must be completed is the request for consideration of the claim to the Agency's project manager. "File consultant's claim must outline the following: • Summation of hours by classification for each firm that is included in the claim: • Any correspondence that directed the consultant to perform the additional work; • Timeframe of the additional work that was outside of the project scope: • Summary of direct labor dollars, overhead costs. profit and reimbursable costs associated with the additional work: and • Explanation as to why the consultant believes the additional Work was outside of the agreement scope of work. Step 2 Review by Agency Personnel Regarding the Consultant's Claim for Additional Compensation After the consultant has completed step 1, the next step in the process is to forward the request to the Agency's project manager. The project manager will review the consultant's claim and will met with the Director of Public Works or Agency Lngineer to determine if the Agency agrees with the claim. If the FHWA is participating in the project's funding, forward a copy of the consultant's claim and the Agency's recommendation for federal participation in the claim to the W'SDOI- Local Programs through the Region Local Programs Engineer. If the claim is not eligible for federal participation, payment will need to be from agency funds. If the Agency project mana�,er, Director of Public Works or Agency Engineer, WSDOT Local Pr rams (if applicable). and FHWA (if appticabte) agree with the consultant's claim. send a request memo, including backup documentation to the consultant to either supplement the agreement, or create a new a,reement for the claim. After the request has been approved, the Agency shall Write the supplement and/or new agreement and pay the consultant the amount ofthe claim. Inform the consultant that the final payment for the agreement is subject to audit, No further action in needed regarding the claim procedures. If the Agency does not agree with the consultant's claim, proceed to step 3 of the procedures Agreement l�un�6er: Exhibit J - Local Agency A&E Professional Services Cost Plus Fixed Fee Consultant Agreement Revised 1110112017 Page f of 2 Step 3 Preparation of Support Documentation Regarding Consultant's Claims) If the Agency does not agree with the consultant's claim, the project manager shall prepare a summary for the Director of Public tVorks or Agency Engineer that included the following: • Copy of information supplied by the consultant regarding the claim; • Agency's summation of hours by classification for each firm that should be included in the claim; • Anv correspondence that directed the consultant to perform the additional work • Agency's summary ofdirect labor dollars, overhead costs, profit and reimbursable costs associated with the additional work; • Explanation regarding those areas in which the Agency does, /does not agree with the consultant's claim(s); • Explanation to describe what has been instituted to preclude future consultant claim(sj; and • Recommendations to resolve the claim. Step 4 Director of Public Works or Agency Engineer Reviews Consultant Claim and Agency Documentation The Director of Public '�Vorl<s or :agency Engineer shall review and administratively approve or disapprove the claim, or portions thereof. which may include getting Agency Council or Commission approval (as appropriate to agency dispute resolution procedures). If the project involves federal participation, obtain concurrence from WSDOT Local Programs and FHWA regarding final settlement of the claim. If the claim is not eligible for federal participation, payment will need to be from agency funds. Step 5 Informing Consultant of Decision Regarding the Claim The Director of Public Works or Agency Engineer shall notify (in writing) the consultant of their final decision regarding the consultant's clairn(s). Include the final dollar amount of the accepted claim(s) and rationale utilized for the decision. Step 6 Preparation of Supplement or New Agreement for the Consultant's Claim(s) The agency shall write the supplement and or new agreement and pay the consultant the amount of the claim. Inform the consultant that the final payment for the agreement is subject to audit. Agreement N7umber: Exhibit J - Local Agency A&E Professional Services Cost Plus Fixed Fee Consultant Agreement Revised 1110112017 Page 2 of 2 Client#: 1487397 f:llcll: CIS: ACORD. CERTIFICATE OF LIABILITY INSURANCE DATE/YYYY) 2/277/201/201 8 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must have ADDITIONAL INSURED provisions or be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer any rights to the certificate holder in lieu of such endorsement(s). PRODUCER USI Kibble & Prentice PR 601 Union Street, Suite 1000 Seattle, WA 98101 CONTACT NAME: PHONE FAX -5 AIC No, E.1): 206 441-6300 yC N, : 610-362-8528 ADDRESS: PL.CertRequest@usi.com INSURERS) AFFORDING COVERAGE NAIC # INSURER A: Ohio Security Insurance Company 24082 01/01/2018!,01/01/201 EACHOCCURRENCE $1,000000 INSURED KPG, PS 3131 Elliott Avenue, Suite 400 INSURER B INSURER `: APPROVED PREMISES Ea occurrence $ 1,000,000 Seattle, WA 98121 INSURER D By MVF at 10:32 am, Mar 05, 2018 INSURER E: INSURER F: MED EXP (Any one person). s15,000 COVERAGES CERTIFICATE NUMBER: REVISION NUMRER! THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACTOR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. INSR LTR TYPE OF INSURANCE ADDLSUBR INSR WVD POLICY NUMBER POLICY EFF I POLICY EXP MMMD/YYYY ' MM/DLIMITS A X COMMERCIAL GENERAL LIABILITY BZS1958424084 01/01/2018!,01/01/201 EACHOCCURRENCE $1,000000 CLAIMS -MADE 4 OCCUR PREMISES Ea occurrence $ 1,000,000 MED EXP (Any one person). s15,000 PERSONAL&ADV INJURY. $1,000,000 _ GEN'L AGGREGATE LIMIT APPLIES PER: GENERAL AGGREGATE $2,000,000 PRO- POLICY X JECT LOC (PRODUCTS-COMP/OPAGG $2,000,000 OTHER: $ A AUTOMOBILE LIABILITY BAS1958424084 1/01/2018 01/01/201 COMBINED SINGLE LIMIT 1 000000 Eaacddent _$ , ,_ X ANY AUTO BODILY INJURY (Per person) �, $ OWNED SCHEDULED'. AUTOS ONLY AUTOS BODILY INJURY (Per accident) $ X HIRED, NON -OWNED AUTOS ONLY X AUTOS ONLY '.. PROPERTY DAMAGE '�. Per accident)$ i$ UMBRELLA LIAR OCCUR EACH OCCURRENCE $ EXCESS LIAB CLAIMS -MADE AGGREGATE $ DED 1 _ _ETENT (RION $ $ A WORKERS COMPENSATIONBZS1958424084 1/01/2018.01/01/20191 P X ORH- AND EMPLOYERS' LIABILITY YN EAT TE —_— !ANY PROPRIETOR/PARTNER/EXECUTIVE OFFICER/MEMBER EXCLUDED? N, N / A (WA Stop Gap) E.L. EACH ACCIDENT $1,000,000 (Mandatory in NH) E.L. DISEASE - EA EMPLOYEE'' $1,000,000 If yes, describe under DESCRIPTION OF OPERATIONS below E.L. DISEASE - POLICY LIMIT '. $1,000,000 B Professional AEC901872400 1/01/2018 01/01/201 $1,000,000 per claim Liability $1,000,000 annl aggr. DESCRIPTION OF OPERATIONS / LOCATIONS / VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached if more space is required) RE: Project #17112, West Belfair Rd and Tracyton Beach Rd Innovative Safety Project. The General Liability and Automobile Liability policies include an automatic Additional Insured endorsement that provides Additional Insured status to State and Agency, their officers, employees and agents, only when there is a written contract that requires such status, and only with regard to work performed on behalf of the named insured. The General Liability policy contains a special endorsement with Primary and (See Attached Descriptions) City of Bremerton Attn: Shane Weber 345 6th St #600 Bremerton, WA 98337 ACORD 25 (2016/03) 1 of 2 #S22596534/M22569762 SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. AUTHORIZED REPRESENTATIVE 4-1- ©1988-2015 ACORD CORPORATION. All rights reserved. The ACORD name and logo are registered marks of ACORD OPRYZ DESCRIPTIONS (Continued from Page 1) Noncontributory wording, when required by written contract. The Automobile Liability policy contains a special endorsement with Primary wording, when required by written contract. The General Liability policy includes a Waiver of Subrogation endorsement in favor of Additional Insureds as referenced above. SAGITTA 25.3 (2016/03) 2 of 2 #S22596534/M22569762 Policy Number: BZS-58424084 BUSINESSOWNERS BP 79 96 09 16 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. BUSINESSOWNERS LIABILITY EXTENSION ENDORSEMENT This endorsement modifies insurance provided under the following: BUSINESSOWNERS COVERAGE FORM Below is a summarization of the coverages provided by this endorsement, No coverages are given by this summary Actual coverage descriptions are within this endorsement SECTION SUBJECT A. Supplementary Payments Bail Bonds Loss Of Earnings B. Broadened Coverage For Damage To Premises Rented To You C. Incidental Medical Malpractice Injury D. Mobile Equipment E. Blanket Additional Insured (Owners, Contractors Or Lessors) F. Newly Formed Or Acquired Organizations G. Aggregate Limits H. Duties In The Event Of Occurrence, Offense, Claim Or Suit I. Liability And Medical Expenses Definitions Bodily Injury Insured Contract Personal And Advertising Injury Section II - Liability is amended as follows. A. Supplementary Payments Section A.1. Business Liability is modified as follows: 1. The $250 limit shown in Paragraph A.11(1)(b) Coverage Extension -Supplementary Payments for the cost of bail bonds is replaced by a $3,000 limit. 2. The 5250 limit shown in Paragraph A.11(1)(d) Coverage Extension - Supplementary Payments for reasonable expenses and loss of earnings is replaced by a $500 limit. B. Broadened Coverage For Damage To Premises Rented To You 1. The last paragraph of Section B.1. Exclusions - Applicable To Business Liability Coverage is replaced by the following With respect to the premises which are rented to you or temporarily occupied by you with the permis- sion of the owner. Exclusions c., d., e., g., h., k., I., m., n. and o. do not apply to "property damage". © 2016 Liberty Mutual Insurance BP 79 96 09 16 Includes copyrighted material of Insurance Services Office, Inc.. with its permission Page 1 of 4 2. Paragraph D.2. Liability And Medical Expenses Limits Of Insurance is replaced by the following: The most we will pay under this endorsement for the sum of all damages because of all "property damage" to premises while rented to you or temporarily occupied by you with the permission of the owner is the Limit of Insurance shown in the Declarations. 3. Paragraph D.3. Liability And Medical Expenses Limits Of Insurance does not apply. C. Incidental Medical Malpractice Injury 1. Paragraph (4) under Paragraph B.1.j. Exclusions - Applicable To Business Liability Coverage - Profes- sional Services does not apply to "Incidental Medical Malpractice Injury" coverage 2. With respect to this endorsement, the following is added to Section F. Liability And Medical Expenses Definitions: a. "Incidental Medical Malpractice Injury" means bodily injury arising out of the rendering of or failure to render. during the policy period. the following services (1) Medical.. surgical, dental, x-ray or nursing service or treatment or the furnishing of food or beverages in connection therewith, or (2) The furnishing or dispensing of drugs or medical. dental or surgical supplies or appliances. s b. This coverage does not apply to: (1) Expenses incurred by the insured for first-aid to others at the time of an accident and the Duties in the Event of Occurrence. Offense, Claim or Suit Condition is amended accordingly. (2) Any insured engaged in the business or occupation of providing any of the services described under a. above. (3) Injury caused by any indemnitee if such indemnitee is engaged in the business or occupation of providing any of the services described under a. above. D. Mobile Equipment Section C. Who Is An Insured is amended to include any person driving "mobile equipment" with your permission. E. Blanket Additional Insured (Owners, Contractors Or Lessors) 1. Section, C. Who Is An Insured is amended to include as an insured any person or organization whom You are required to name as an additional insured on this policy under a written contract or written agreement. The written contract or agreement must be: a. Currently in effect or becoming effective during the term of this policy. and b. Executed prior to the "bodily injury", "property damage or "personal and advertising injury". 2. The insurance afforded to the additional insured is limited as follows a. The person or organization is only an additional insured with respect to liability arising out of (1) Real property,. as described in a written contract or written agreement. you own, rent, lease, maintain or occupy; and (2) Caused in whole or in part by your ongoing operations performed for that insured. b. The Limit of Insurance applicable to the additional insured are those specified in the written contract or written agreement or the limits available under this policy. as stated in the Declara- tions, whichever are less. These limits are inclusive of and not in addition to the Limit of Insurance available under this policy. c. The insurance afforded to the additional insured does not apply to (1) Liability arising out of the sole negligence of the additional insured (2) "Bodily injury", "property damage". "personal and advertising injuryor defense coverage under the Supplementary Payments section of the policy arising out of an architect's. en- gineers or surveyors rendering of or failure to render any professional services including © 2016 Liberty Mutual Insurance BP 79 96 09 16 Includes copyrighted material of Insurance Services Office. Inc.. with its permission. Page 2 of 4 (a) The preparing or approving of maps, shop drawings, opinions, reports., surveys, field orders. change orders, or drawings and specifications and (b) Supervisory, inspection, architectural or engineering activities. (3) Any "occurrence" that takes place after you cease to be a tenant in the premises described in the Declarations; or (4) Structural alterations, new construction or demolition operations performed by or for the person or organization designated in the Declarations. 3. Any coverage provided hereunder shall be excess over any other valid and collectible insurance avail- able to the additional insured whether primary, excess. contingent or on any other basis unless a contract specifically requires that this insurance be primary or you request that it apply on a primary basis. F. Newly Formed Or Acquired Organizations The following is added to Section C. Who Is An Insured: Any business entity acquired by you or incorporated or organized by you under the laws of any individual state of the United States of America over which you maintain majority ownership interest exceeding fifty percent Such acquired or newly formed organization will qualify as a Named Insured if there is no similar insurance available to that entity. However: 1. Coverage under this provision is afforded only until the 180th day after the entity was acquired or incorporated or organized by you or the end of the policy period, whichever is earlier 2. Section A.I. Business Liability does not apply to. a. "Bodily injury" or "property damage" that occurred before the entity was acquired or incorporated or organized by you; and b. "Personal and advertising injury" arising out of an offense committed before the entity was ac- quired or incorporated or organized by you. 3. 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. G. Aggregate Limits The following is added to Paragraph D.4. Aggregate Limits Liability and Medical Expenses Limits Of Insurance: 1. The Aggregate Limits apply separately to each of the "locations" owned by or rented to you or temporarily occupied by you with the permission of the owner. 2. The Aggregate Limits also apply separately to each of your projects away from premises owned by or rented to you. For the purpose of this endorsement only, "location" means premises involving the same or connect- ing lots, or premises whose connection is interrupted only by a street, roadway waterway or right- of-way of a railroad. H. Duties In The Event Of Occurrence, Offense, Claim Or Suit 1. Paragraph E.2.a. Duties In The Event Of Occurrence, Offense, Claim Or Suit Liability And Medical Expenses General Condition applies only when the "occurrence" is known to any insured listed in Paragraph C.I. Who Is An Insured or any "employee" authorized by you to give or receive notice of an "occurrence" or claim. 2. Paragraph E.2.b. Duties In The Event Of Occurrence, Offense, Claim Or Suit Liability And Medical Expenses General Condition will not be considered breached unless the breach occurs after such claim or "suit" is known to any insured listed under Paragraph C.I. Who Is An Insured or any "employee" authorized by you to give or receive notice of an "occurrence" or claim. © 20161-iberty Mutual Insurance BP 79 96 09 16 Includes copyrighted material of Insurance Services Office, Inc.. with its permission Page 3 of 4 I. Section F. Liability And Medical Expenses Definitions is modified as follows: 1. Paragraph F.3. is replaced by the following: 3. "Bodily Injury" means bodily injury, sickness, disease, or incidental medical malpractice injury sustained by a person, and includes mental anguish resulting from any of these, and including death resulting from any of these at any time. 2. Paragraph F,9. is replaced by the following: 9. "Insured contract" means: a. A contract for a lease of premises. However, that portion of the contract for a lease of prem- ises that indemnifies any person or organization for damage by fire to premises while rented to you or temporarily occupied by you with permission of the owner is not ar, "insured contract": b. A sidetrack agreement, c. Any easement or license agreement, except in connection with construction or demolition operations on or within 50 feet of a railroad.. d. An obligation; as required by ordinance, to indemnify a municipality, except in connection with work for a municipality: ii e. An elevator maintenance agreement f. That part of any other contract or agreement pertaining to your business (including an indem- nification of a municipality in connection with work performed for a municipality) under which you assume the tort liability of another party to pay for "bodily injury" or "property damage" to a third person or organization, provided the "bodily injury" or "property damage" is caused, in whole or in part. by you or by those acting on your behalf. However, such part of a contract or agreement shall only be considered an "insured contract' to the extent your assumption of the tort liability is permitted by law Tort liability means a liability that would be imposed by law in the absence of any contract or agreement. Paragraph If. does not include that part of any contract or agreement: (1) That indemnifies a railroad for "bodily injury" or "property damage" arising out of con- struction or demolition operations, within 50 feet of any railroad property and affecting any railroad bridge or trestle, tracks road -beds, tunnel underpass or crossing, (2) That indemnifies an architect, engineer or surveyor for injury or damage arising out of (a) Preparing. approving, or failing to prepare or approve, maps, shop drawings, opin- ions, reports, surveys. field orders, change orders or drawings and specifications: or (b) Giving directions or instructions. or failing to give them, if that is the primary cause of the injury or damage or (3) Under which the insured, if an architect.. engineer or surveyor.. assumes liability for an injury or damage arising out of the insured's rendering or failure to render professional services, including those listed in (2) above and supervisory, inspection, architectural or engineering activities. 3. Paragraph F.14.b. Personal And Advertising Injury is replaced by the following: b. Malicious prosecution or abuse of process: © 2016 Liberty Mutual Insurance BP 79 96 09 16 Includes copyrighted material of Insurance Services Office, Inc- with its permission. Page 4 of 4 Policy Number: BZS38424084 BUSINESSOWNERS BP 14 88 07 13 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. PRIMARY AND NONCONTRIBUTORY - OTHER INSURANCE CONDITION This endorsement modifies insurance provided under the following: BUSINESSOWNERS COVERAGE FORM The following is added to Paragraph H. Other 2. You have agreed in writing in a contract or Insurance of Section III — Common Policy agreement that this insurance would be Conditions and supersedes any provision to the primary and would not seek contribution from contrary: any other insurance available to the additional Primary And Noncontributory Insurance insured. This insurance is primary to and will not seek contribution from any other insurance available to an additional insured under your policy provided that: 1. The additional insured is a Named Insured under such other insurance; and BP 14 88 0713 © Insurance Services Office. Inc., 20' 2 Page 1 of 1 POLICY NUMBER: BZS58424084 BUSINESSOWNERS BP 04 97 01 06 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. WAIVER OF TRANSFER OF RIGHTS OF RECOVERY AGAINST OTHERS TO US This endorsement modifies insurance provided under the follow ng BUSINESSOWNERS COVERAGE FORM SCHEDULE` Name Of Person Or Organization: Paragraph K. Transfer Of Rights Of Recovery Against Others To Us in Section III - Common Policy Conditions is amended by the addition of the following: VVe waive any right of recovery we may have against the person or organization shown in the Schedule above 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 This waiver applies only to the person or organi- zation shown in the Schedule above. 'Information required to complete this Schedule, if not shown above, will be shown in the Declarations. BP 04 97 01 06 0ISO Properties, Inc., 2004 Page 1 of 1 Policy Number: BZS58424084 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. > COVERAGEINDEX SUBJECT PROVISION NUMBER HE ADDITIONAL INSURED BY CONTRACT, AGREEMENT OR PERMIT 3 ACCIDENTAL AIRBAG DEPLOYMENT 12 AMENDED DUTIES IN THE EVENT OF ACCIDENT, CLAIM, SUIT OR LOSS 18 AMENDED FELLOW EMPLOYEE EXCLUSION 5 AUDIO, VISUAL AND DATA ELECTRONIC EQUIPMENT COVERAGE 13 BROAD FORM INSURED 1 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 fi 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 RECOVERYAGAINST OTHERS TO US 19 SECTION 11- LIABILITY COVERAGE is amended as follows 1. BROAD FORM INSURED SECTION U - LIABILITY COVERAGE, paragraph A.I. - WHO IS AN INSURED is amended to include the following as an Insured: d. Any legally incorporated entity of which you own more than 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 poiicy. or (3) Has exhausted its Limit of Insurance under any other automobile policy. Paragraph d. (2) of this provision does not appy to a policy written to apply specifically :n excess or 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 copyrghted material of Insurance Services Office Inc. with its Permission Page i 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.S. - 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 endorse- ment is excess over any other insurance available to any "employee". g. An "employee of yours while operating an "auto" hired or borrowed under a written contract or agreement in that "employees" name, with your permiss on, while performing duties re- lated 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, ma ntenance 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 11 - LIABILITY COVERAGE, Coverage Extens;ons, 2.a. Supplementary Payments, para- graphs (2) and (4) are replaced by the following: (2) Up to $3,000 for cost of bail bonds (includ.ng bonds for reiated 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 earn- ings 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 s:milar protection, the following provision is added: SECTION II - LIABILITY, exclusion B.S. FELLOW EMPLOYEE does not apply if the "bodily injury" results from the use of a covered "auto" you own or hare. SECTION III - PHYSICAL DAMAGE COVERAGE is amended as follows 6. HIRED AUTO PHYSICAL DAMAGE Paragraph A.4. Coverage Extensions of SECTION III - 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 ®2010 Liberty Mutual Insurance Company. All rights reserved. CA 88 10 01 10 Includes copyrighted material of Insurance Services Office Inc. 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 unit and deductible. A. The most we will pay for "loss" to 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 i eland and quality, minus a deductible. & The deductible will be equal to the largest deductible applicable to any owned "auto" for that coverage. t C. Subject to the limit, deductible and excess provisions described in this provision we will r+� 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 ;Q hired "auto" if it results from an "accident", you are legally liable and the lessor Incurs an actual financial less ®_ 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 "lass" in which the cost of repairs plus the salvage value exceeds the actual cash value. 7. TOWING AND LABOR SECTION Ili - 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, "fight truck" or "medium truck" is dis- abled a. For private passenger type vehicles we mil pay up to $50 per disablement. b. For 'light trucks', we wiJ pay up to $50 per disablement "Light trucks" are trucks that have a gross vehicle weight (GVW) of 10,000 pounds or less. c. For "med.um trucks" we will pay up to $150 per disablement. "Medium trucks" are trucks that have a gross vehicle weFght (GVW) of 10.001 - 20,000 pounds However, the labor must be performed at the place of d.sablement. S. PHYSICAL DAMAGE- ADDITIONAL TRANSPORTATION EXPENSE COVERAGE Paragraph A.4.a., Coverage Extension of SECTION III - PHYSICAL DAMAGE COVERAGE, Is amend- ed to provide a limit of $50 per day and a maximum I.mit of 51,500 02010 Liberty Mutual Insurance Company All nghts reserved. CA 88 10 01 10 Includes copyrighted material of hrsurance Services Office Inc, with Its 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 "toss", to an "auto' for wh ch we also pay a 'loss" under Comprehensive, Specified Causes of Loss or Collison 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 time 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 recess ty that other "autos" avail- able 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, materals and equipment do not include "personal effects" as defined .n 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 51,000. 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 5600 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 wom 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 follow- ing s 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 cov- erage or warranty. 13. AUDIO, VISUAL AND DATA ELECTRONIC EQUIPMENT COVERAGE SECTION III - PHYSICAL DAMAGE COVERAGE, B. EXCLUSIONS exception paragraph a. to exclu- sions 4.c, and 4.d. is deleted and replaced with the following 0201 a Liberty Mutual Insurance Company All rights reserved. CA 88 10 01 10 Includes copyrighted material of Insurance Services Office Inc 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 equ pmenl 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. r� —n 14. LOAN i LEASE GAP COVERAGE A. Paragraph C., LIMIT OF INSURANCE of SECTION III - PHYSICAL DAMAGE COVERAGE is ® amended by adding the following: The most we w il pay for a "total loss" to a covered "auto" owned by or leased to you In any one "accident" is the greater of the A IM 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 �o 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 ab- normal 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 "Saloon Loan", f. The dollar amount of any unrepalred damage which occurred prior to the "total loss" of a covered "auto", g. Security deposits not refunded by a lessor, h. AI' 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". 1. 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 acliustment is not applicable in Texas. B. ADDITIONAL CONDITIONS This coverage apples only to the original loan for which the covered "auto" that incurred the loss serves as collateral, or lease written on the covered "auto" that Incurred the loss, C. SECTION V - DEFINTIONS ,s changed by adding the following As used in this endorsement prov>sion, the following defin.tions appy 'Total loss" means a "loss" in which the cost of repairs plus the salvage value exceeds the actual cash value, A "balloon loan" is one 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 InsuranceCorrpany. All rights reserved. CA 88 10 01 10 Includes copyrighted material of insurance Services Office Inc with its Permission Page 5 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 weght truck with a gross vehicle weight of 10000 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 8.2. 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 prem um 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 fi you are an mdnndual; 2. A partner. if you are a partnership: 3. Member +f 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 corporaton. 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.5., Transfer of Rights of Recovery Against Others to Us, s 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 materiel of Insurance Services Office Inc with its Permission Page 6 of 7 20. HIRED AUTO COVERAGE TERRITORY SECTION IV - BUSINESS AUTO CONDITIONS, paragraph 9.7., Policy Period, Coverage Territory is amended by the addition of the following: f. For "autos" hired 30 days or less, the overage territory is anywhere in the world, provded that the insured's responsibility to pay for damages is determined in a "suit", on the merits, ,n the United Slates, the territories and possessions of the United States 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. UWW_ 21. BODILY INJURY REDEFINED mem Under SECTION V- DEFINTIONS, definition C. is replaced by the following: 'Bodily injury" means physical injury, sickness or disease sustained by a person including menta! anguish, mental Oury, shock, fright or death resulting from any of these at any t me. t>1111M COMMMON POLICY CONDITIONS 22. EXTENDED CANCELLATION CONDITION " COMMON POLICY CONDITIONS, paragraph A. - CANCELLATION condition applies except as fol- lows s If we cancel for any reason other than nonpayment of premium. we will mail to the first Named Insured written notice of cancellation at least 60 days before the effective date of cancellaton. This provision does not apply in those states which require more than 60 days prior notice of cancella- tion, 02010 Liberty Mutual Insurance Company All rights reserved. CA 68 10 01 10 Includes copyrighted material of Insurance Services Office Inc with its Permission Page 7 of 7 Policy Number: BZS58424084 COMMERCIAL AUTO CA 88 66 05 13 THIS ENDORSEMENT CHANGES THE POLICY, PLEASE READ IT CAREFULLY. DESIGNATED INSURED -NONCONTRIBUTING This endorsement modifies insurance provided under the following: BUSINESS AUTO COVERAGE FORM GARAGE COVERAGE FORM MOTOR CARRIER COVERAGE FORM TRUCKERS COVERAGE FORM With respect to coverage provided by this endorsement, the provisions of the Coverage Form apply unless modified by this endorsement. This endorsement identifies person(s) or organization(s) who are "insureds" under the Who Is An Insured Provision of the Coverage Form. This endorsement does not after coverage provided in the Coverage Form. Schedule Name of Persons)I or Organization(s): As rec�._ired by wri:ten contract Regarding Designated Contract or Project: As r.....1._re •Y wr..i.r an cont_. t_ Each person or organization shown in the Schedule of this endorsement is an "insured" for Liability Cov- erage, but only to the extent that person or organization qualifies as an "insured" under the Who Is An Insured Provision contained in Section II of the Coverage Form. The following is added to the Other Insurance Condition: If you have agreed in a written agreement that this policy will be primary and without right of contribu- tion from any insurance in force for an Additional Insured for liability arising out of your operations, and the agreement was executed prior to the "bodily injury" or "property damage", then this insurance will be primary and we will not seek contribution from such insurance. © 2013 Liberty Mutual Insurance. All rights reserved. CA 88 66 05 13 Includes copyrighted material of Insurance Services Office. Inc., with its permission. Page 1 of 1 POLICY NUMBER: Bzs58424084 BUSINESSOWNERS BP 14 02 0713 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. ADDITIONAL INSURED -OWNERS, LESSEES OR CONTRACTORS - COMPLETED OPERATIONS This endorsement modifies insurance provided under the following: BUSINESSOWNERS COVERAGE FORM SCHEDULE Name Of Additional Insured Person(s) Or Organization(s) Location And Description Of Completed Operations Any person or organization whom you have agreed to add as an additional insured in a written agreement. as needed by written contract Information required to complete this Schedule, if not shown above, will be shown in the Declarations. Section II — Liability is amended as follows A. The following is added to Paragraph C. Who Is An Insured: Any person(s) or organization(s) shown in the Schedule is also an additional insured, but only with respect to liability for "bodily injury' or 'property damage" caused, in whole or in part, by .your work" at the location designated and described in the Schedule of this endorsement performed for that additional insured and included in the "products -completed operations hazard'. 1 lowever: 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 insurance 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. B. With respect to the insurance afforded to these additional insureds, the following is added to Paragraph D. Liability And Medical Expenses 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: 1. Required by the contract or agreement; or 2. 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 Declarations. BP 14 02 07 13 © Insurance Services Office, Inc., 2012 Page 1 of 1