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HomeMy WebLinkAbout6695 Docusign Envelope ID: D83DBDC3-8379-4495-87DD-138E07B52119 CONTRACT MODIFICATION AGREEMENT NO. 01 BETWEEN THE CITY OF BREMERTON AND PCS STRUCTURAL SOLUTIONS PROJECT: Library ADA Door Opening Design CONTRACTOR: PCS Structural Solutions CONTRACT#: 6695 DATE: 10/2/2024 THIS CONTRACT MODIFICATION AGREEMENT SPECIFICALLY AMENDS THE AGREEMENT (the "Contract") entered into between the City of Bremerton and PCS Structural Solution, on May 20th, 2024 All provisions in the Contract shall remain in full force and effect except as expressly modified by this document. For valuable consideration and by mutual consent of the parties,the modifications to the Contract are as follows: I. Section I. Vendor Services , is modified as follows: See attached proposal *All modified vendor services exhibits are attached to this Contract Modification Agreement No. 01 and become part of this document. Section II. Time of Completion , is modified as follows: NO CHANGE Section III. Compensation , is modified as follows: The original contract amount was $1,200 Dollars. Contract modification No.01 includes an increase of$2,500 dollars for additional design work, for a total amended contract amount not to exceed$3,700 Dollars, including this Contract Modification. II. Page 1 of 4 Contract Modification Rev.09/2023 Docusign Envelope ID: D83DBDC3-8379-4495-87DD-138E07B52119 Contractor accepts all requirements of this Contract Modification by endorsing below. Contractor further agrees that this Contract Modification constitutes full and final settlement of all of the Contractor's claims for contract time and for all costs of any kind, including without limitation, costs of delays related to any work either covered or affected by this Contract Modification, claims related to on-site or home office overhead, or lost profits. This Contract Modification does not limit the City's right to bring a claim for past performance. The undersigned contractor approves the foregoing Contract Modification as to the changes, if any, in the contract price specified for each item, including any and all supervision costs and other miscellaneous costs relating to the change in work, and as to the extension of time allowed, if any, for completion of the entire work due to said Contract Modification. This document will become a supplement of the contract and all provisions will apply hereto. It is understood that this Contract Modification shall be effective when approved by the City of Bremerton. The parties whose names appear below warrant that they are authorized to enter into a contract modification that is binding on the parties of this contract. In addition,Contractor warrants that it has or will inform the surety of this change,and shall take appropriate action to modify any bonds required under the contract to address this change. IN WITNESS WHEREOF, the parties have executed this Contract Modification on the day and year first written above. ,,ff Internal Services Manager:recommended to process NI'] 'DM1 (Initials and Date) CONTR4CT'O y. THE CITY OF BREMERTON "—Signed by: B : y B : tt 6 S ,�t,y Y �U15444831:1V6Akyan y _437894d9B38748D.KnUCkey Print Name: Print Name: I flurriaS Its: Managing Principal Its: Public Works Director 10/31/2024 10/31/2024 Date: Date: APPROVED AS TO FORM: ATTEST: Signed by: Signed by: By: dui ,a.i,(, a B Qln d�t.,(,a AbOvu.4^ b AC.6tb3o I bU4b[... Y 24 o5£ k€A5e4'FF... KYLIE J. FINNELL, Bremerton City Attorney ANGELA HOOVER, City Clerk Page 2 of 4 Contract Modification Rev.09/2023 Docusign Envelope ID: D83DBDC3-8379-4495-87DD-138E07B52119 NOTICES TO BE SENT TO: NOTICES TO BE SENT TO: Ted Ryan. S.E. _ Matt Donleycott PCS Structural Solutions Internal Services Manager 1011 Western Avenue, Suite 810 City of Bremerton Public Works & Utilities Seattle, WA 98104 100 Oyster Bay Avenue N. Phone: (360)473-2316 R:\Legal\Legal\Forms\FORMS ON COBWEB\Contract Modification Rev.09 2021.docx Page 3 of 4 Contract Modification Rev.09/2023 Docusign Envelope ID: D83DBDC3-8379-4495-87DD-138E07B52119 pcs Structural Solutions Seattle 1011 Western Avenue,Suite 810 I Seattle,WA 98104 i 206.292.5076 Tacoma 1250 Pacific Avenue,Suite 701 I Tacoma,WA 98402 i 253.383.2797 Portland 101 SW Main Street,Suite 280 I Portland,OR 97204 1503.232,3746 www.pcs-structuraLcom October 2, 2024 City of Bremerton 345 6th Street, Suite 100 Bremerton, WA 98337 ATTN: Matt Donleycott RE: Downtown Bremerton Library Door Penetration Construction Documents Dear Matt: Thank you for this opportunity to propose our Structural Engineering services for the Downtown Bremerton Library Door Penetration Construction Documents located at 612 5th Street, Bremerton, WA. SCOPE OF SERVICES We will provide all structural design, calculations, and marked-up drawings as required toward obtaining the Building Permit for the structural portion of this project. Our scope will be limited to providing structural engineering services for reinforcement to an existing concrete wall penetration that is being widened by 18". Our scope was determined based on the feasibility study completed by PCS dated May 30, 2024, and a concrete reinforcement scan of the existing concrete wall on September 24, 2024. Construction phase services can be provided.at additional cost on an hourly basis. Based on the scope of services listed above, we estimate our fee for this project will be $2,500. Billing will be on a percentage of completion basis. The fee amount may be modified only with prior written approval if the scope of services is changed. Thank you for this opportunity to be of continued service. If there are any questions regarding this proposal, please feel free to call. We look forward to hearing from you. Very truly yours, PCS STRUCTURAL SOLUTIONS Aide Are eA, 0460 ZIAJML 10/31/2024 49B3874BD... Ja :s agovich, S.E. Signa ure Date sociate Tom Knuckey, Public Works Director Printed Name/Title Reviewed By: Ted Ryan, S.E. Email: Managing Principal JADdIs 24-445.01 24445.01 pro 2024-10-02 jad Docusign Envelope ID: D83DBDC3-8379-4495-87DD-138E07B52119 a PCS Structural Solutions Seattle i 1011 Western Avenue,Suite 810 I Seattle,WA 98104 i 206.292.5076 Tacoma 1250 Pacific Avenue,Suite 701 I Tacoma,WA 98402 1253.383.2797 Portland 1 101 SW Main Street,Suite 280 I Portland,OR 972041503,232.3746 www.pcs-structural.com AMENDMENT TO AGREEMENT FOR STRUCTURAL ENGINEERING SERVICES ® SEATTLE OFFICE ADD SERVICE: Construction Documents Tel: 206.292.5076 Client Name: City of Bremerton Fax: 206.467.7788 Attn: Matt Donleycott Address: 345 6th Street, Suite 100 ❑TACOMA OFFICE Bremerton, WA 98337 Tel: 253.383.2797 Phone: (360)473-2316 Fax:253.383.1557 Job No: 24-445.01 Project: Downtown Bremerton Library Door Penetration ❑ PORTLAND OFFICE Location: 612 5th St. Tel: 503.232.3746 Bremerton,WA 98337 Reference: In accordance with the Agreement for Structural Engineering Services dated: ITEM Description/Scope Amount A. Construction Documents $2,500 B. $ C. $ Total: _ $2,500 FEE ARRANGEMENT: ❑ To be billed HOURLY. ❑ We ESTIMATE the total cost of the Structural Engineering services on the project to be$ . We will not exceed this estimate without your prior written approval if the scope of services is changed. ® The FIXED FEE for the Structural Engineering services on the project will be$2,500. Billing will be on a percentage of completion basis. The fixed fee may be modified only with the client's prior written approval if the scope of services is changed. BILLINGS/PAYMENTS: ❑ Payment is due upon receipt of the completed structural report, calculations and/or drawings. ® Invoices will be submitted monthly. Payments are due within 30 days of the date of each invoice. Amounts unpaid 60 days after the invoice date are subject to a monthly service charge of 1.0%on the unpaid balance. SPECIAL CONDITIONS: OFFERED B : A giI�BY: October 2,2024w`aS ,►t,y 10/31/2024 Signat e Date Signa$ur'e'�tl'�'4�" Date Thaddeus Ry , S ./Managing Principal Tom Knuckey, Public Works Di rector Printed Name/Title Printed Name/Title PCS STRUCTURAL SOLUTIONS,INC. City of Bremerton Name of Client/Company DocuSign Envelope ID: FB31 DF88-804C-470C-B6DB-1 D572CE14093 PROFESSIONAL SERVICES AGREEMENT Downtown Bremerton Library ADA Door Penetration Feasibility Study The City of Bremerton ("City") and PCS Structural Solutions ("Consultant"), referred to collectively as the "Parties," enter into the following Agreement for professional services: I. Scope: The Consultant agrees to perform the services more specifically described in the Scope of Work,dated April 25,2024,including any attachments thereto,attached hereto as Exhibit A, which is incorporated by reference herein. The Scope of Work may be modified only pursuant to Section VII.H of this Agreement. If the Scope of Work provides for unspecified additional services such services shall only be performed upon the express written request of the City. Consultant further represents that the services furnished under this Agreement will be performed consistent with the professional skill and care ordinarily provided by professionals practicing in the same or similar locality under the same or similar circumstances. II. Term: The City and the Consultant agree that work will begin on the tasks described in Exhibit A immediately upon execution of this Agreement. The parties agree that the work described in Exhibit A is to be completed as provided for in the work schedule attached hereto as Exhibit B;provided however,that additional time shall be granted by the City for excusable delays or extra work as provided for in Section X.A of this agreement. III. Compensation: In consideration of the services provided pursuant to this Agreement, the City shall pay Consultant in an amount not to exceed $1200. Consultant's charges and bills shall conform to the fee schedule attached hereto as Exhibit C and incorporated herein by this reference. The Consultant shall submit regular billing statements detailing work performed and amount charged on each task or portion thereof. The descriptions shall conform to and fall within the categories set out in the Scope of Work and/or Fee Schedule. Upon receipt of a conforming billing statement, the City shall promptly process payment. PROVIDED, HOWEVER, the City reserves the right to prioritize scoped work and accelerate and/or delay work tasks under the time frame set forth in Section II herein. The Consultant's labor rates and billing fees shall be as delineated in Exhibit C. Consultant shall not perform work beyond the Scope of Work, nor shall be compensated for such work, unless the Scope of Work or amount of compensation is modified pursuant to this Agreement. Consultant shall only be compensated for additional services if requested pursuant to Section I and, if not otherwise provided, such compensation shall be in accordance with Exhibit C. If a billing statement does not conform to this Agreement,the City may withhold payment until the statement is brought into compliance. Such withholding does not relieve Consultant of its obligations under this Agreement. IV. Relationship of Parties: Consultant represents that it is skilled in the matters addressed in the Scope of Work and is performing independent functions and responsibilities within its field Page 1 of 8 Bremerton/1Consultant j 1Project Name] Rev.04/2023 DocuSign Envelope ID: FB31 DF88-804C-470C-B6DB-1 D572CE14093 of expertise. Consultant and its personnel are independent Consultants and not employees of the City. Consultant and its personnel have no authority to bind the City or to control the City's employees and other Consultants. None of the benefits provided by the City to its employees, including,but not limited to, compensation, insurance, and unemployment insurance are available from the City to the employees, agents, representatives, or sub-consultants of the Consultant. Consultant will be solely and entirely responsible for its acts and for the acts of Consultant's agents, employees, representatives and sub-consultants during the performance of this Agreement. The City may, during the term of this Agreement, engage other independent Consultants to perform the same or similar work. As an independent Consultant, Consultant is responsible for its own management. The City's administration and enforcement of this Agreement shall not be deemed an exercise of managerial control over Consultant or its personnel. As an independent Consultant, Consultant is responsible for payment of all taxes and licensing fees necessary to perform its obligations under this Agreement. These taxes and fees include but are not limited to State industrial insurance,Business& Occupation, State professional licensing, and City business licensing. If any taxes or fees due the City have been declared delinquent,the City may withhold the delinquent amount,plus any additional charges arising from the delinquency, from any payments due Consultant. V. Indemnification: A. Consultant shall indemnify and hold the City, its officers, officials, employees and volunteers harmless from claims, injuries, damages, losses or suits, including all legal costs and attorney fees, caused by the Consultant's negligent or willful misconduct except for that portion of the injuries and damages caused by the City's sole negligence, unless Consultant is conducting work pursuant to Subsection B below. With respect to professional liability claims, Consultant shall not be responsible for up front defense costs; however, lndemnitees shall be entitled to seek reasonable attorney's fees and costs as part of their damages and Consultant shall reimburse the Indemnitees for the reasonable attorney's fees and costs incurred by the Indemnitees. The City's review or acceptance of any of the work when completed shall not be grounds to avoid any of these covenants of indemnification. B. Architects, Engineers and Any Other Professional Listed In and Performing Services Defined in RCW 4.24.115. Should a court of competent jurisdiction determine that Consultant's services provided pursuant to this Agreement is subject to RCW 4.24.115, then, in the event of liability for damages arising out of bodily injury to persons or damages to property caused by or resulting from the concurrent negligence of the Consultant and the City, its officers, officials, employees, agents and volunteers, the Consultant's liability hereunder shall be only to the extent of the Consultant's negligence. Page 2 of 8 Bremerton/[Consultant) (Project Namel Rev.04/2023 DocuSign Envelope ID: FB31 DF88-804C-470C-B6DB-1 D572CE14093 IT IS FURTHER SPECIFICALLY AND EXPRESSLY UNDERSTOOD THAT THE INDEMNIFICATION PROVIDED HEREIN CONSTITUTES THE CONSULTANT'S WAIVER OF IMMUNITY UNDER INDUSTRIAL INSURANCE, TITLE 51 RCW, SOLELY FOR THE PURPOSES OF THIS INDEMNIFICATION. THE PARTIES FURTHER ACKNOWLEDGE THAT THEY HAVE MUTUALLY NEGOTIATED THIS WAIVER. The provisions of this section shall survive the expiration or termination of this Agreement. VI. Insurance: The Consultant shall procure and maintain for the duration of the Agreement, insurance against claims for injuries to persons or damage to property which may arise from or in connection with the performance of the work hereunder by the Consultant, its agents, representatives, employees, sub-consultants or sub-Consultants. Before beginning work on the project described in this Agreement, the Consultant shall provide a Certificate of Insurance evidencing: 1. Automobile Liability insurance with limits no less than $1,000,000 combined single limit per accident for bodily injury and property damage; and 2. Commercial General Liability insurance written on an occurrence basis with limits no less than $1,000,000 combined single limit per occurrence and general aggregate for personal injury, bodily injury and property damage. Coverage shall include but not be limited to: blanket contractual; products/completed operations/broad form property damage; explosion, collapse and underground (XCU) if applicable; and 3. Excess Liability insurance with limits not less than $1,000,000 limit per occurrence and aggregate; and 4. Professional Liability insurance with limits no less than $1,000,000 limit per occurrence/claim; and 5. Workers Comvensation insurance as statutorily required by the Industrial Insurance Act of the State of Washington, Title 51, Revised Code of Washington and employer's liability with limits not less than $1,000,000. Any payment of deductible or self-insured retention shall be the sole responsibility of the Consultant. All required policies shall be provided on an "occurrence" basis except professional liability insurance (if required), which may be provided on a"claims-made"basis. The City shall be named as an additional insured on the Commercial General Liability insurance policy, as respects work performed by or on behalf of the Consultant and a copy of an endorsement that is acceptable to the City, which names the City as an additional insured shall be attached to the Certificate of Insurance. The City reserves the right to receive a certified copy of all the required insurance policies and endorsements. The City further reserves the right to reject any unacceptable policies and/or endorsements. Page 3 of 8 Bremerton/jConsultantl [Project Namej Rev.04/2023 DocuSign Envelope ID: FB31 DF88-804C-470C-B6DB-1 D572CE14093 The Consultant's Commercial General Liability insurance shall contain a clause stating that coverage shall apply separately to each insured against whom claim is made or suit is brought, except with respects to the limits of the insurer's liability. The Consultant's insurance shall be primary and non-contributory insurance as respects the City and shall contain a waiver of subrogation against the City for claims arising out of any operations, liabilities and obligations to which coverage applies. It shall be an affirmative obligation upon Consultant to advise the City's Risk Manager by fax at (360) 473-5161, or by certified mail, return receipt requested to City of Bremerton, Attn: Risk Management, 345 6th Street, Suite 100, Bremerton, WA 98337 within two days of the cancellation, suspension or substantive change of any insurance policy set out herein, and failure to do so shall be construed to be a breach of this Agreement. The City also reserves its unqualified right to require at any time and for any reason,proof of coverage in the form of a duplicate of the insurance policy with all endorsements as evidence of coverage. In the event that the Consultant employs other consultants or Consultants (sub-consultants or sub-Consultants) as part of the work covered by this Agreement, it shall be the Consultant's responsibility to require and confirm that each sub-consultant or sub-Consultant meets the minimum insurance requirements specified above. The Consultant shall,upon demand of the City, deliver to the City copies of such policy or policies of insurance and the receipts for payment of premiums thereon. VII. General Conditions: A. Reports and Information: When requested by the City, Consultant shall furnish periodic reports and documents on matters covered by this Agreement. The reports and documents shall be furnished in the time and form requested. Consultant shall maintain accounting records in accordance with Generally Accepted Accounting Principles ("GAAP")to substantiate all billed amounts. B. Ownership and Use of Records and Documents: Original documents, drawings, designs and reports, including those in electronic format, developed under this Agreement are the property of the City. All written information submitted by the City to the Consultant in connection with the services performed by the Consultant under this Agreement will be safeguarded by the Consultant to at least the same extent as the Consultant safeguards like information relating to its own business. If such information is publicly available or is already in Consultant's possession or known to it, or is rightfully obtained by the Consultant from third parties, Consultant shall bear no responsibility for its disclosure, inadvertent or otherwise. All data, documents and files created by Consultant under this Agreement may be stored at Consultant's office in Seattle, , Washington. Consultant shall make such data, documents, and files available to the City upon its request at all reasonable times for the purpose of editing, modifying and updating as necessary until such time as the City is capable of storing Page 4 of 8 Bremerton/[Consultant) [Project Namel Rev.04/2023 DocuSign Envelope ID: FB31 DF88-804C-470C-B6DB-1 D572CE14093 such information in the City's offices. Duplicate copies of this information shall be provided to the City upon its request, and at reasonable cost. All documents, including all reports, drawings, specifications, computer software or other items prepared or furnished by Consultant pursuant to this Agreement, are instruments of service with respect to the project and are the property of the City. Any reuse by the City for other than the specific purpose intended will be at City's sole risk. C. Use of Photographs and Images. Consultant shall not use or distribute photographs or images depicting City officials, personnel, property, or equipment whether prepared by Consultant or provided by City without prior written consent of the City. The City will not unreasonably withhold its consent. D. Work Performed at Consultant's Risk: Consultant shall take all precautions necessary and shall be responsible for the safety of its employees, agents, and sub-consultants in the performance of the work hereunder and shall utilize all protection necessary for that purpose. All work shall be done at Consultant's own risk, and Consultant shall be responsible for any loss of or damage to materials,tools,or other articles used or held for use in connection with the work. E. Place of Work: The Consultant shall perform the work authorized under this Agreement at its offices in Seattle. Washington_ Meetings with the City staff as described in Exhibit A, Scope of Work, shall take place at the City's offices, or at locations mutually agreed upon by the parties. F. Entire Agreement: This Agreement and its Exhibits constitutes the entire agreement between the Parties, and the Parties acknowledge that there are no other agreements, written or oral, that have not been set forth in the text of this Agreement. G. Severability: Should any part of this Agreement be found void, the balance of the Agreement shall remain in full force and effect. H. Modification: This Agreement may only be modified by written instrument signed by both Parties. I. Written Notices: All communications regarding this Agreement shall be sent to the parties at the addresses listed below by registered or 1st class mail, or by personal service, and shall be deemed sufficiently given if sent to the addressee at the address stated in this Agreement or such other address as may be hereafter specified in writing. Notices to be sent to: Notices to be sent to: CITY: CONSULTANT: Attn: Matt Donleycott Attn: Ted Ryan, S.E. City of Bremerton PCS Structural Solutions 345 6th Street, Suite 100 1011 Western Avenue, Suite 810 Page 5 of 8 Bremerton/jConsultantl [Project Namel Rev. 04/2023 DocuSign Envelope ID: FB31 DF88-804C-470C-B6DB-1 D572CE14093 Bremerton, WA 98337-1891 Seattle, WA 98104 J. Waiver: Failure to enforce any provision of this Agreement shall not be deemed a waiver of that provision. Waiver of any right or power arising out of this Agreement shall not be deemed waiver of any other right or power. K. Non-Waiver of Breach: The failure of the City to insist upon strict performance of any of the covenants and agreements contained herein, or to exercise any option herein conferred in one or more instances shall not be construed to be a waiver or relinquishment of said covenants, agreements or options, and the same shall be and remain in full force and effect. L. Compliance with Laws: Consultant shall comply with all applicable Federal, State, and local laws in performing its obligations under this Agreement. M. Choice of Law and Venue: This Agreement shall be interpreted according to the laws of the State of Washington. Any judicial action to resolve disputes arising out of this Agreement shall be brought in Kitsap County Superior Court. N. Attorneys' Fees: In the event of litigation to enforce any of the terms or provisions herein, each party shall pay all its own costs and attorney's fees. O. Assignment: Any assignment of this agreement by the Consultant without the written consent of the City shall be void. VIII. Equal Employment Opportunity Statement: In the hiring of employees for the performance of work under this Agreement, the Consultant, its subConsultants, or any person acting on behalf of Consultant shall not discriminate in any employment practice on the basis of age(40+), sex,race,creed,color,national origin, sexual orientation/gender identity,marital status, military status, or the presence of any physical, mental or sensory disability. IX. ADA Statement: The City of Bremerton does not discriminate on the basis of disability in programs and activities, which it operates pursuant to the requirements of the Americans with Disabilities Act of 1990, and ADA Amendments Act. This policy extends to both employment and admission to participation in the programs, services and activities of the City of Bremerton. Reasonable accommodation for employees or applicants for employment will be provided. X. Termination: This Agreement shall remain in force until completion and acceptance of the services, terminated by written instrument upon mutual consent, or by the City of Bremerton for convenience. This Agreement may be immediately terminated for cause by a Party if the other Party substantially fails to perform through no fault of the terminating Party, and the non- performing Party does not commence correction of the failure of performance within thirty (30) days of the terminating Parry's sending notice to the non-performing Party. Any Notice by Consultant shall include a report showing the status of all items listed in the Scope of Work current through the termination date. Page 6 of 8 Bremerton/iConsultantl [Project Namel Rev.04/2023 DocuSign Envelope ID: FB31 DF88-804C-470C-B6DB-1 D572CE14093 If the City receives reimbursement by any federal, state,or other source for work described in Section I herein, and that funding is withdrawn, reduced or limited in any way, or the project is cancelled or substantially reduced after the execution date of this Agreement and prior to the completion of the work, the City may summarily terminate this Agreement. A. Excusable Delays: The right of Consultant to proceed shall not be terminated nor shall Consultant be charged with liquidated damages for any delays in the completion of the work due to: 1)any acts of the federal government in controlling,restricting,or requisitioning materials, equipment, tools, or labor by reason of war, national defense, or other national emergency; 2) any acts of the City, its consultants, or other public agencies causing such delay; and 3) causes not reasonably foreseeable by the parties at the time of the execution of the Agreement that are beyond the control and without the fault or negligence of the Consultant, including, but not restricted to, acts of God, fires, floods, strikes, or weather of unusual severity. PROVIDED, HOWEVER, that the Consultant must promptly notify the City within ten(10) calendar days in writing of the cause of the delay. If, on the basis of the facts and the terms of this Agreement, the delay is properly excusable, the City shall, in writing, extend the time for completing the work for a period of time commensurate with the period of excusable delay. B. Rights Upon Termination: In the event of termination, the City shall pay for all services performed by the Consultant to the effective date of termination, as described on a final invoice submitted to the City. After termination, the City may take possession of all records and data within the Consultant's possession pertaining to this project which may be used by the City without restriction. Any such use not related to the project which Consultant was contracted to perform shall be without liability or legal exposure to the Consultant. XI. Suspension & Debarment. For contracts involving Washington State and Federal funding, Consultant hereby certifies, by signing this agreement,that neither it nor its principals are presently debarred, suspended, proposed for debarment, declared ineligible, or voluntarily excluded from participation in this transaction by any State or Federal department or agency. Consultant shall provide immediate written notice to the City if at any time it learns that it is or has become ineligible for certification. Should Consultant enter into a covered transaction with another firm, Consultant agrees by signing this agreement that it will verify that the firm with whom it intends to do business is not debarred, suspended, ineligible, excluded or disqualified. IN WITNESS WHEREOF, the parties below have executed this Agreement. CITY: CONSULTANT: CITY OF BREMERTON PCS STRUCTURAL SOLUTIONS �DocuSigned by: By: \—D1544 63 D. Print Na : Tom Knuckey Print Name: led Ryan Its: PW U Director Its: Managing Principal Page 7 of 8 Bremerton/1Consultantl [Project Namej Rev. 04/2023 DocuSign Envelope ID: FB31 DF88-804C-470C-B6DB-1 D572CE14093 Date: 5/20/2024 Date: 5/17/2024 APPROVED AS TO FORM: ATTEST: �DocuSigned by: —DocuSigned by: GU ttd a B Novo V' By: Y� .. �52A E 1B0462.. Kylie J. Finney,Breme 24E�75�D4E45G4?F. Bremerton City Attorney Angela Hoover, City Clerk R:\Legal\Legal\Forms\FORMS ON COBWEB\Professional Services Agreement Rev.04 2023.docx Page 8 of 8 Bremerton/LConsultantj [Project Name] Rev.04/2023 DocuSign Envelope ID: FB31 DF88-804C-470C-B6DB-1 D572CE14093 41 PCS Structural Solutions Seattle 1011 Western Avenue,Suite 810 I Seattle,WA 98104 1206.292.5076 Tacoma 1250 Pacific Avenue,Suite 701 I Tacoma,WA 98402 1253.383.2797 Portland 101 SW Main Street,Suite 280 I Portland,OR 97204 1503.232.3746 www.pcs-structural.com April 25, 2024 City of Bremerton 345 6th Street, Suite 100 Bremerton, WA 98337 ATTN: Matt Donleycott RE: Downtown Bremerton Library Door Penetration Feasibility Study Dear Matt: Thank you for this opportunity to propose our Structural Engineering services for the Downtown Bremerton Library Door Penetration Feasibility Study located at 612 5th Street, Bremerton, WA. SCOPE OF SERVICES We will provide a feasibility study letter describing the structural scope required to enlarge the ADA restroom access door by 18" and provide a description of the construction type of the existing facility. Our scope of services does not include as-built review and our study will be limited to exposed elements; demolition will not be included in our site visit. Based on the scope of services listed above, we estimate our fee for this project will be $1,200. Billing will be on a percentage of completion basis. The fee amount may be modified only with prior written approval if the scope of services is changed. Thank you for this opportunity to be of continued service. If there are any questions regarding this proposal, please feel free to call. We look forward to hearing from you. Very truly yours, PCS STRUCTURAL SOLUTIONS ACC finedS by: � 5/20/2024 437 c w�a85fi45B3C74BD... Jared Dragovich, S.E. Signature Date Associate Tom Knuckey,Public Works Director Printed Name/Title Reviewed By: Ted Ryan, S.E. Billing Address: Managing Principal JADkrp Phone: Fax: Downtown Bremerton Library Feasibility pro-c 2024-04-25 jad DocuSign Envelope ID: FB31 DF88-804C-470C-B6DB-1 D572CE14093 13 PCS Structural Solutions Seattle 1011 Western Avenue,Suite 810 I Seattle,WA 98104 1206.292.5076 Tacoma 1250 Pacific Avenue,Suite 701 I Tacoma,WA 98402 1253.383.2797 Portland 101 SW Main Street,Suite 280 I Portland,OR 97204 1503.232.3746 www.pcs-structural.com AGREEMENT FOR STRUCTURAL ENGINEERING SERVICES ®SEATTLE OFFICE Client Name: City of Bremerton _ Tel: 206.292.5076 Fx:206.467.7788 Attn: Matt Donleycott ❑TACOMA OFFICE Address: 345 6th St., Suite 100 Tel:253.383.2797 Fx:253.383.1557 Bremerton,WA 98337 Phone: (360)473-2316 Fax: ❑ PORTLAND OFFICE Job No: Tel: 503.232.3746 Project: Downtown Bremerton Library Door Penetration Feasability Study Location: 612 5th Street Bremerton,WA 98310 PCS Structural Solutions, Inc. and the client identified above agree as follows: SCOPE OF SERVICES: Per attached proposal letter dated April 25,2024. FEE ARRANGEMENT: ❑ To be billed HOURLY per the attached proposal dated ❑ We ESTIMATE the total cost of the Structural Engineering services on the project to be per the attached proposal dated . We will not exceed this estimate without your prior written approval if the scope of services is changed. ® The FIXED FEE for the Structural Engineering services on the project will be per the attached proposal dated April 25,2024. Billing will be on a percentage of completion basis. The fixed fee may be modified only with the client's prior written approval if the scope of services is changed. BILLINGS/PAYMENTS: ❑ Payment is due upon receipt of the completed structural report, calculations and/or drawings. ® Invoices will be submitted monthly. Payments are due within 30 days of the date of each invoice. Amounts unpaid 60 days after the invoice date are subject to a monthly service charge of 1.0% on the unpaid balance. SPECIAL CONDITIONS: DocuSign Envelope ID: FB31 DF88-804C-470C-B6DB-1 D572CE14093 1.31 PCS Structural Solutions TERMS AND CONDITIONS This schedule of TERMS AND CONDITIONS is part of the AGREEMENT FOR STRUCTURAL ENGINEERING SERVICES between PCS Structural Solutions, Inc. ("PCS")and City of Bremerton ("Client")concerning the project identified as Downtown Bremerton Library Door Penetration Feasabilitv Study ("the Project"). THE AGREEMENT FOR STRUCTURAL ENGINEERING SERVICES, including this schedule of TERMS AND CONDITIONS is referred to as"this Agreement." STANDARD OF CARE: PCS will perform its services in a manner that is consistent with the degree of care and skill prevailing amongst other structural engineers performing services in Washington under similar circumstances. OWNERSHIP OF DOCUMENTS: All documents produced by PCS under this Agreement shall remain the property of PCS and may not be used by Client for any other endeavor without the written consent of PCS. Client releases and shall defend and indemnify PCS and its personnel against claims arising out of Client's unauthorized use of the documents. CLIENT FURNISHED INFORMATION: PCS is entitled to rely upon the completeness and accuracy of information and documents pertinent to the Project furnished by or on behalf of Client. GEOTECHNICAL INVESTIGATION: PCS will not perform a geotechnical investigation. PCS recommends that Client engage a geotechnical engineering consultant to perform a geotechnical investigation to determine subsurface soils conditions and foundation criteria and to issue a report. If Client does not furnish a geotechnical report, PCS will assume that the provisions of Chapter 18 of the 2021 International Building Code(IBC)shall apply and will base the design on that assumption. If Client does not furnish a geotechnical report, Client shall release PCS from, and shall defend and indemnify PCS against, all claims, liabilities, losses, damages and costs related to or arising out of adverse building performance resulting from soils conditions that do not meet the design criteria assumed by PCS in accordance with this provision. EXISTING CONDITIONS: Unless specifically stated otherwise in this Agreement, PCS has no responsibility to discover conditions in an existing structure that are not visible to the naked eye without removing existing finishes or elements. Client acknowledges that hidden conditions could have a significant impact on the scope of services required and on the scope of the Project. HAZARDOUS MATERIALS: PCS has no responsibility for the discovery, presence, handling, removal or disposal of,or for the exposure of persons to, hazardous materials or toxic substances in any form at the Project site. CONSTRUCTION PHASE: The structure will be designed to resist code required vertical and lateral forces after the construction of all structural elements has been completed. Stability of the structure prior to completion is the responsibility of the Client's construction contractor. PCS shall not be responsible for means, methods, procedures, techniques, or sequences of construction. PCS shall have no responsibility for job site safety or for safety programs in connection with the construction. PCS shall have no responsibility for any failure on the part of any construction contractor to carry out the work in accordance with the construction documents. Unless specifically stated otherwise in this Agreement, PCS will not perform inspection services during construction. If the services include review of shop drawings or other submittals,the review is conducted for the limited purpose of checking for conformance with the information given and the design intent expressed in the structural drawings and not for the purpose of determining the accuracy or completeness of dimensions, quantities or details for installation. PCS is entitled to rely upon the completeness and accuracy of the services, certifications and approvals performed or provided by design professionals whose professional seals appear on shop drawings or other submittals. TERMINATION: This Agreement may be terminated by Client or by PCS should the other fail to perform its obligations hereunder. In the event of termination, Client shall pay PCS for all services performed up to the date of termination. If Client fails to make payments to PCS in accordance with this Agreement, such failure shall be considered substantial nonperformance and cause for termination or, at PCS's option, cause for suspension of performance of services under this Agreement. In the event of a suspension in accordance with this provision, PCS shall have no liability for costs and/or damages associated with the suspension, and the PCS's compensation and the schedule for performance shall be equitably adjusted if the services are resumed. MUTUAL WAIVER OF SUBROGATION: To the extent damages are covered by insurance carried by or for the benefit of PCS, PCS waives all claims for damages against Client and its personnel unless such a waiver is prohibited by the applicable insurance policy or policies. To the extent damages are covered by insurance carried by or for the benefit of Client, Client waives all claims for damages against PCS and its personnel unless such a waiver is prohibited by the applicable insurance policy or policies. INDEMNIFICATION: To the fullest extent permitted by law, Client shall defend and indemnify PCS and its principals and employees against all claims, damages, liabilities and costs (including attorney fees and expert witness fees) arising out of or related to the performance of, or the subject matter of, this Agreement except to the extent caused by the negligence or intentionally wrongful act of PCS. Client is not required to defend or indemnify PCS or its principals or employees against claims, damages, liabilities or costs that are caused by the sole negligence of PCS or its principals or employees. In the event that claims, damages, liabilities and/or costs are caused by the concurrent negligence of Client on the one hand and PCS or its principals or employees on the other, Client's obligation to defend and indemnify is limited to the extent of Client's negligence. MUTUAL WAIVER OF CONSEQUENTIAL DAMAGES: Client and PCS waive consequential damages against each other for claims or disputes arising under or related to this Agreement. DocuSign Envelope ID: FB31 DF88-804C-470C-B6DB-1 D572CE14093 a PCS Structural Solutions DISPUTE RESOLUTION: Any dispute between Client and PCS that has not been resolved by direct discussions shall be submitted to mediation as a prerequisite to litigation. Unless Client and PCS agree otherwise, mediation shall be commenced and administered in accordance with the Construction Mediation Rules of the American Arbitration Association in effect at the time the mediation is commenced. If litigation is commenced by either party before the mediation procedure required by this provision has been completed, the litigation shall, on the motion of the other party, be dismissed. Litigation of any claim or dispute between Client and PCS arising out of or related to this Agreement must be commenced within three years of the date on which PCS last performs significant services under this Agreement. This Agreement shall be governed by and interpreted under the internal laws of the State of Washington. THIRD PARTIES: Nothing contained in this Agreement shall create rights in favor of, a contractual relationship with or a cause of action in favor of any person or entity not a party hereto. Neither Client nor PCS may assign this Agreement or any rights arising under it to any third party,either during performance or after performance,without the written consent of the other. LIMITATION OF LIABILITY: Client agrees to limit the aggregate amount of any damages and/or costs (including attorney fees and expert witness fees)that Client may recover against PCS and its personnel to the amount of ten times the compensation paid by Client for services performed pursuant to this Agreement. The types of claims to which this limitation applies include,without limitation, claims based on negligence, professional malpractice, professional errors or omissions, breach of contract, indemnity, contribution, breach of implied warranty and breach of expressed warranty. OFFERED Y: ACCEPTED BY: DocuSigned by: Elt61441/SApril 25.2024 � s/20/2024 Sign ture Date Signatu43789A4963874BD... Date Ted Ryan. S.E./Managing Principal Tom Knuckey,Public Works Director Printed Name/Title Printed Name/Title PCS STRUCTURAL SOLUTIONS,Inc. City of Bremerton Name of Client/Company PCSSTRU-01 MLACYMCCLINTOCK ACorzv4 CERTIFICATE OF LIABILITY INSURANCE DATE(MMIDDIYYYY) �..-■-' 5/21/2024 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER.THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S),AUTHORIZED REPRESENTATIVE OR PRODUCER,AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder is an ADDITIONAL INSURED,the policy(ies)must have ADDITIONAL INSURED provisions or be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy,certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). PRODUCER License#0C36861 CONTACT Melanie Kelly NAME: Seattle-Alliant Insurance Services,Inc. PHONE FAX 401 Union Street,31st Floor (A/C,No,Ext): (A/C,No): Seattle,WA 98101 MSS:Melanie.Kelly@alliant.com INSURER(S)AFFORDING COVERAGE NAIC# INSURER A:Travelers Indemnity Company of Connecticut 25682 INSURED INSURER B:Travelers Property Casualty Company of America 25674 PCS Structural Solutions, Inc. INSURER C:Endurance American Insurance Company 10641 1250 Pacific Avenue,Ste 701 INSURER D: Tacoma,WA 98402 INSURER E: INSURER F: COVERAGES CERTIFICATE NUMBER: REVISION NUMBER: THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WTH 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 TYPE OF INSURANCE ADDL SUBR POLICY NUMBER POLICY EFF POLICY EXP LIMITS LTR INSD WVD (MMIDDIYYYY) (MMIDDIYYYY) A X COMMERCIAL GENERAL LIABILITY EACH OCCURRENCE $ 2,000,000 CLAIMS-MADE X OCCUR X X 680-8P771148 5/16/2024 5/16/2025 PREMISE-(Eaoccurrence) $ 1,000,000 MED EXP(Any one person) $ 5,000 PERSONAL&ADV INJURY $ 2,000,000 GEN'L AGGREGATE LIMIT APPLIES PER: GENERAL AGGREGATE $ 4,000,000 POLICY X PE4 LOC PRODUCTS-COMP/OPAGG $ 4,000,000 OTHER: $ A AUTOMOBILE LIABILITY COMBINED SINGLE LIMIT 1,000,000 (Ea accident) X ANY AUTO BA-7R901326 5/16/2024 5/16/2025 BODILYINJURY(Perperson) $ OWNED SCHEDULED AUTOS ONLY AUTOS BODILY INJURY(Per accident) $ HIRED NON-OWNED PROPERTY DAMAGE AUTOS ONLY AUTOS ONLY (Per accident) $ B X UMBRELLALIAB X OCCUR EACH OCCURRENCE $ 6,000,000 EXCESSLIAB CLAIMS-MADE CUP-8P772526 5/16/2024 5/16/2025 AGGREGATE $ 6,000,000 DED X RETENTION$ 10,000 $ B WORKERS COMPENSATION X PER OTH- AND EMPLOYERS'LIABILITY STATUTE ER YIN UB-4T977114 5/16/2024 5/16/2025 1,000,000 ANY OFFICER/MEMBEER/EXCLUDED?ECUTIVE N N IA E.L.EACH ACCIDENT $ (Mandatory in NH) E.L.DISEASE-EA EMPLOYEE $ 1,000,000 If yes,describe under 1,000,000 DESCRIPTION OF OPERATIONS below E.L.DISEASE-POLICY LIMIT $ C Prof/Pollution Liab DPL30019559502 5/16/2024 5/16/2025 Each Claim 5,000,000 C Prof/Pollution Liab DPL30019559502 5/16/2024 5/16/2025 Aggregate 10,000,000 DESCRIPTION OF OPERATIONS 1 LOCATIONS 1 VEHICLES (ACORD 101,Additional Remarks Schedule,may be attached if more space is required) PCS#24-445 CERTIFICATE HOLDER CANCELLATION SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE Cityof THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN Bremerton ACCORDANCE WITH THE POLICY PROVISIONS. 345 6th Street Suite 100 Bremerton,WA 98337 AUTHORIZED REPRESENTATIVE t ACORD 25(2016103) ©1988-2015 ACORD CORPORATION. All rights reserved. The ACORD name and logo are registered marks of ACORD Wllliant Certificate Disclaimer Alliant Insurance has recently updated their Certificate of Liability procedures to minimize unnecessary errors and to help clients and certificate holders understand the limitations and provisions outlined in their insurance policies. We will do so by adhering to the recommendations found in the recent Acord form manual and by staying compliant with state statute WAC 284-30-355 and (ORS)744.074(1)(e). Alliant aims to ensure clarity and accuracy in coverage interpretation while also protecting the interests of its clients and certificate holders. While we can still add specific details such as job numbers,contract names, event dates, or specific locations on certificates, it's crucial to note that Alliant cannot bind our insurers to anything beyond what is specified in the endorsement. If the Additional Insured box is checked, individuals can refer to the Additional Insured endorsement attached to their certificate for detailed coverage information. Ultimately, coverage is determined by the policy, its terms,and individual endorsements, and as established by the contract between the Named Insured and the Additional Insured. If there are any further inquiries or requests for clarification, please do not hesitate to reach out to us for further assistance. Alliant Insurance Services,Inc. 818 W Riverside Ave Ste 800 Spokane,WA 99201 POLICY NUMBER: 680-8P771148 COMMERCIAL GENERAL LIABILITY THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. BLANKET ADDITIONAL INSURED (ARCHITECTS, ENGINEERS AND SURVEYORS) This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART 1. The following is added to SECTION II —WHO IS h. This insurance does not apply to "bodily AN INSURED: injury" or "property damage" caused by "your Any person or organization that you agree in a work" and included in the "products- "written contract requiring insurance" to include as completed operations hazard" unless the an additional insured on this Coverage Part, but: "written contract requiring insurance" specifically requires you to provide such a. Only with respect to liability for "bodily injury", coverage for that additional insured, and then "property damage" or "personal injury"; and the insurance provided to the additional b. If, and only to the extent that, the injury or insured applies only to such "bodily injury" or damage is caused by acts or omissions of "property damage" that occurs before the end you or your subcontractor in the performance of the period of time for which the "written of "your work" to which the "written contract contract requiring insurance" requires you to requiring insurance" applies, or in connection provide such coverage or the end of the with premises owned by or rented to you. policy period, whichever is earlier. The person or organization does not qualify as an 2. The following is added to Paragraph 4.a. of additional insured: SECTION IV — COMMERCIAL GENERAL c. With respect to the independent acts or LIABILITY CONDITIONS: omissions of such person or organization; or The insurance provided to the additional insured d. For "bodily injury", "property damage" or is excess over any valid and collectible other "personal injury" for which such person or insurance, whether primary, excess, contingent or organization has assumed liability in a on any other basis, that is available to the contract or agreement. additional insured for a loss we cover. However, if you specifically agree in the "written contract The insurance provided to such additional insured requiring insurance" that this insurance provided is limited as follows: to the additional insured under this Coverage Part must apply on a primary basis or a primary and e. This insurance does not apply on any basis to non-contributory basis, this insurance is primary any person or organization for which to other insurance available to the additional coverage as an additional insured specifically insured which covers that person or organizations is added by another endorsement to this as a named insured for such loss, and we will not Coverage Part. share with the other insurance, provided that: f. This insurance does not apply to the rendering of or failure to render any (1) The "bodily injury" or "property damage" for which coverage is sought occurs; and "professional services". In the event that the Limits of Insurance of the (2) The "personal injury" for which coverage is 9sought arises out of an offense committed; Coverage Part shown in the Declarations exceed the limits of liability required by the after you have signed that "written contract "written contract requiring insurance", the requiring insurance". But this insurance provided insurance provided to the additional insured to the additional insured still is excess over valid shall be limited to the limits of liability required and collectible other insurance, whether primary, by that "written contract requiring insurance". excess, contingent or on any other basis, that is This endorsement does not increase the available to the additional insured when that limits of insurance described in Section III — person or organization is an additional insured Limits Of Insurance. under any other insurance. CG D3 81 09 15 ©2015 The Travelers Indemnity Company.All rights reserved. Page 1 of 2 Includes the copyrighted material of Insurance Services Office, Inc.,with its permission COMMERCIAL GENERAL LIABILITY 3. The following is added to Paragraph 8., Transfer 4. The following definition is added to the Of Rights Of Recovery Against Others To Us, DEFINITIONS Section: of SECTION IV — COMMERCIAL GENERAL "Written contract requiring insurance" means that LIABILITY CONDITIONS: part of any written contract under which you are We waive any right of recovery we may have required to include a person or organization as an against any person or organization because of additional insured on this Coverage Part, payments we make for "bodily injury", "property provided that the "bodily injury" and "property damage" or "personal injury" arising out of "your damage" occurs and the "personal injury" is work" performed by you, or on your behalf, done caused by an offense committed: under a "written contract requiring insurance" with that person or organization. We waive this right a. After you have signed that written contract; only where you have agreed to do so as part of b. While that part of the written contract is in the "written contract requiring insurance" with effect; and such person or organization signed by you before, and in effect when, the "bodily injury" or c. Before the end of the policy period. "property damage" occurs, or the "personal injury" offense is committed. Page 2 of 2 ©2015 The Travelers Indemnity Company.All rights reserved. CG D3 81 09 15 Includes the copyrighted material of Insurance Services Office, Inc.,with its permission COMMERCIAL GENERAL LIABILITY POLICY NUMBER: 680-8P771148 c. Method Of Sharing a. The statements in the Declarations are If all of the other insurance permits contribution accurate and complete; by equal shares, we will follow this method also. b. Those statements are based upon Under this approach each insurer contributes representations you made to us; and equal amounts until it has paid its applicable c. We have issued this policy in reliance upon limit of insurance or none of the loss remains, your representations. whichever comes first. The unintentional omission of, or unintentional error If any of the other insurance does not permit in, any information provided by you which we relied contribution by equal shares, we will contribute upon in issuing this policy will not prejudice your by limits. Under this method, each insurer's rights under this insurance. However, this provision share is based on the ratio of its applicable limit does not affect our right to collect additional of insurance to the total applicable limits of premium or to exercise our rights of cancellation or insurance of all insurers. nonrenewal in accordance with applicable insurance d. Primary And Non-Contributory Insurance If laws or regulations. Required By Written Contract 7. Separation Of Insureds If you specifically agree in a written contract or Except with respect to the Limits of Insurance, and agreement that the insurance afforded to an any rights or duties specifically assigned in this insured under this Coverage Part must apply on Coverage Part to the first Named Insured, this a primary basis, or a primary and non- insurance applies: contributory basis, this insurance is primary to a. As if each Named Insured were the only other insurance that is available to such insured Named Insured; and which covers such insured as a named insured, and we will not share with that other insurance, b. Separately to each insured against whom claim provided that: is made or"suit" is brought. (1) The "bodily injury" or "property damage" for 8. Transfer Of Rights Of Recovery Against Others which coverage is sought occurs; and To Us (2) The "personal and advertising injury" for If the insured has rights to recover all or part of any which coverage is sought is caused by an payment we have made under this Coverage Part, offense that is committed; those rights are transferred to us. The insured must do nothing after loss to impair them. At our request, subsequent to the signing of that contract or the insured will bring "suit" or transfer those rights agreement by you. to us and help us enforce them. 5. Premium Audit 9. When We Do Not Renew a. We will compute all premiums for this Coverage If we decide not to renew this Coverage Part, we will Part in accordance with our rules and rates. mail or deliver to the first Named Insured shown in b. Premium shown in this Coverage Part as the Declarations written notice of the nonrenewal advance premium is a deposit premium only. At not less than 30 days before the expiration date. the close of each audit period we will compute If notice is mailed, proof of mailing will be sufficient the earned premium for that period and send proof of notice. notice to the first Named Insured. The due date SECTION V—DEFINITIONS for audit and retrospective premiums is the date 1. "Advertisement" means a notice that is broadcast or shown as the due date on the bill. If the sum ofpublished to the general public or specific market the advance and audit premiums paid for the segments about your goods, products or services policy period is greater than the earned for the purpose of attracting customers or premium, we will return the excess to the first supporters. For the purposes of this definition: Named Insured. c. The first Named Insured must keep records of a. Notices that are published include material placed on the Internet or on similar electronic the information we need for premium means of communication; and computation, and send us copies at such times as we may request. b. Regarding websites, only that part of a website 6. Representations that is about your goods, products or services for the purposes of attracting customers or By accepting this policy, you agree: supporters is considered an advertisement. Page 16 of 21 ©2017 The Travelers Indemnity Company.All rights reserved. CG Ti 00 02 19 Includes copyrighted material of Insurance Services Office, Inc.with its permission. POLICY NUMBER: 680-8P771148 COMMERCIAL GENERAL LIABILITY THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. XTEND ENDORSEMENT FOR ARCHITECTS, ENGINEERS AND SURVEYORS This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART GENERAL DESCRIPTION OF COVERAGE — This endorsement broadens coverage. However, coverage for any injury, damage or medical expenses described in any of the provisions of this endorsement may be excluded or limited by another endorsement to this Coverage Part, and these coverage broadening provisions do not apply to the extent that coverage is excluded or limited by such an endorsement. The following listing is a general coverage description only. Read all the provisions of this endorsement and the rest of your policy carefully to determine rights, duties, and what is and is not covered. A. Non-Owned Watercraft—75 Feet Long Or Less H. Blanket Additional Insured — Governmental B. Who Is An Insured— Unnamed Subsidiaries Entities — Permits Or Authorizations Relating To Premises C. Who Is An Insured — Retired Partners, Members, Directors And Employees I. Blanket Additional Insured — Governmental Entities — Permits Or Authorizations Relating To D. Who Is An Insured — Employees And Volunteer Operations Workers — Bodily Injury To Co-Employees, Co- Volunteer Workers And Retired Partners, J. Incidental Medical Malpractice Members, Directors And Employees K. Medical Payments— Increased Limit E. Who Is An Insured — Newly Acquired Or Formed L. Amendment Of Excess Insurance Condition — Limited Liability Companies Professional Liability F. Blanket Additional Insured — Controlling Interest M. Blanket Waiver Of Subrogation —When Required G. Blanket Additional Insured — Mortgagees, By Written Contract Or Agreement Assignees, Successors Or Receivers N. Contractual Liability— Railroads PROVISIONS uses or is responsible for the use of a A. NON-OWNED WATERCRAFT — 75 FEET watercraft that you do not own that is: LONG OR LESS (1) 75 feet long or less; and 1. The following replaces Paragraph (2) of (2) Not being used to carry any person Exclusion g., Aircraft, Auto Or Watercraft, or property for a charge; in Paragraph 2. of SECTION I — B. WHO IS AN INSURED — UNNAMED COVERAGES — COVERAGE A — BODILY SUBSIDIARIES INJURY AND PROPERTY DAMAGE The following is added to SECTION II —WHO IS LIABILITY: AN INSURED: (2) A watercraft you do not own that is: Any of your subsidiaries, other than a partnership (a) 75 feet long or less; and or joint venture, that is not shown as a Named (b) Not being used to carry any person Insured in the Declarations is a Named Insured or property for a charge; if: 2. The following replaces Paragraph 2.e. of a. You are the sole owner of, or maintain an SECTION II —WHO IS AN INSURED: ownership interest of more than 50% in, such e. Any person or organization that, with subsidiary on the first day of the policy your express or implied consent, either period; and CG D3 79 02 19 ©2017 The Travelers Indemnity Company.Al rights reserved. Page 1 of 6 Includes copyrighted material of Insurance Services Office, Inc.with its permission. COMMERCIAL GENERAL LIABILITY b. Such subsidiary is not an insured under Unless you are in the business or occupation similar other insurance. of providing professional health care No such subsidiary is an insured for "bodily services, Paragraphs (1)(a), (b), (c) and (d) injury" or "property damage" that occurred, or above do not apply to "bodily injury" arising "personal and advertising injury" caused by an out of providing or failing to provide first aid offense committed: or "Good Samaritan services" by any of your retired partners, members, directors or a. Before you maintained an ownership interest "employees", other than a doctor. Any such of more than 50% in such subsidiary; or retired partners, members, directors or b. After the date, if any, during the policy period "employees" providing or failing to provide that you no longer maintain an ownership first aid or "Good Samaritan services" during interest of more than 50% in such subsidiary. their work hours for you will be deemed to be acting within the scope of their employment For purposes of Paragraph 1. of Section II —Who by you or performing duties related to the Is An Insured, each such subsidiary will be conduct of your business. deemed to be designated in the Declarations as: a. A limited liability company; (2) "Personal injury": b. An organization other than a partnership, (a) To you, to your current or retired joint venture or limited liability company; or partners or members (if you are a partnership or joint venture), to your c. A trust; current or retired members (if you are a as indicated in its name or the documents that limited liability company), to your other govern its structure. current or retired directors or "employees" while in the course of his or C. WHO IS AN INSURED —RETIRED PARTNERS, her employment or performing duties MEMBERS, DIRECTORS AND EMPLOYEES related to the conduct of your business, The following is added to Paragraph 2. of or to your other "volunteer workers" SECTION II —WHO IS AN INSURED: while performing duties related to the Any person who is your retired partner, member, conduct of your business; director or "employee"that is performing services (b) To the spouse, child, parent, brother or for you under your direct supervision, but only for sister of that current or retired partner, acts within the scope of their employment by you member, director, "employee" or or while performing duties related to the conduct "volunteer worker" as a consequence of of your business. However, no such retired Paragraph (2)(a) above; partner, member, director or "employee" is an insured for: (c) For which there is any obligation to share damages with or repay someone (1) "Bodily injury": else who must pay damages because of (a) To you, to your current partners or the injury described in Paragraph (2)(a) members (if you are a partnership or or(b) above; or joint venture), to your current members (d) Arising out of his or her providing or (if you are a limited liability company) or failing to provide professional health care to your current directors; services. (b) To the spouse, child, parent, brother or (3) "Property damage" to property: sister of that current partner, member or (a) Owned, occupied or used by; or director as a consequence of Paragraph (1)(a) above; (b) Rented to, in the care, custody or control (c) For which there is any obligation to of, or over which physical control is share exercised for any purpose by; damages with or repay someone else who must pay damages because of you, any of your retired partners, members the injury described in Paragraph (1)(a) or directors, your current or retired or (b) above; or "employees" or "volunteer workers", any (d) Arisingout of his or her providingor current partner or member (if you are a partnership or joint venture), or any current failing to provide professional health care member (if you are a limited liability services. company) or current director. Page 2 of 6 ©2017 The Travelers Indemnity Company.All rights reserved. CG D3 79 02 19 Includes copyrighted material of Insurance Services Office, Inc.with its permission. COMMERCIAL GENERAL LIABILITY D. WHO IS AN INSURED — EMPLOYEES AND organization will be deemed to be VOLUNTEER WORKERS — BODILY INJURY designated in the Declarations as: TO CO-EMPLOYEES, CO-VOLUNTEER a. A limited liability company; WORKERS AND RETIRED PARTNERS, MEMBERS, DIRECTORS AND EMPLOYEES b. An organization other than a partnership, joint venture or limited liability company; The following is added to Paragraph 2.a.(1) of or SECTION II —WHO IS AN INSURED: c. A trust; Paragraphs (1)(a), (b) and (c) above do not as indicated in its name or the documents apply to "bodily injury" to a current or retired co- that govern its structure. "employee" while in the course of the co- "employee's" employment by you or performing F. BLANKET ADDITIONAL INSURED — duties related to the conduct of your business, or CONTROLLING INTEREST to "bodily injury" to your other "volunteer 1. The following is added to SECTION II — workers" or retired partners, members or WHO IS AN INSURED: directors while performing duties related to the conduct of your business. Any person or organization that has financial E. WHO IS AN INSURED—NEWLY ACQUIRED control of you is an insured with respect to liability for "bodily injury", "property damage" OR FORMED LIMITED LIABILITY COMPANIES or "personal and advertising injury" that The following replaces Paragraph 3. of arises out of: SECTION II —WHO IS AN INSURED: a. Such financial control; or 3. Any organization you newly acquire or form, b. Such person's or organization's other than a partnership or joint venture, and ownership, maintenance or use of of which you are the sole owner or in which premises leased to or occupied by you. you maintain an ownership interest of more than 50%, will qualify as a Named Insured if The insurance provided to such person or there is no other similar insurance available organization does not apply to structural to that organization. However: alterations, new construction or demolition operations performed by or on behalf of such a. Coverage under this provision is person or organization. afforded only: 2. The following is added to Paragraph 4. of (1) Until the 180th day after you acquire SECTIO N II —WHO IS AN INSURED: or form the organization or the end of This paragraph does not apply to any the policy period, whichever is premises owner, manager or lessor that has earlier, if you do not report such financial control of you. organization in writing to us within 180 days after you acquire or form it; G. BLANKET ADDITIONAL INSURED — or MORTGAGEES, ASSIGNEES, SUCCESSORS (2) Until the end of the policy period, OR RECEIVERS when that date is later than 180 days The following is added to SECTION II —WHO IS after you acquire or form such AN INSURED: organization, if you report such Any person or organization that is a mortgagee, organization in writing to us within assignee, successor or receiver and that you 180 days after you acquire or form it; have agreed in a written contract or agreement b. Coverage A does not apply to "bodily to include as an additional insured on this injury" or "property damage" that Coverage Part is an insured, but only with occurred before you acquired or formed respect to its liability as mortgagee, assignee, the organization; and successor or receiver for "bodily injury", "property damage" or "personal and advertising injury" c. Coverage B does not apply to "personal that: and advertising injury" arising out of an offense committed before you acquired a. Is "bodily injury" or "property damage" that or formed the organization. occurs, or is "personal and advertising injury" caused by an offense that is committed, For the purposes of Paragraph 1. of Section II — Who Is An Insured, each such CG D3 79 02 19 ©2017 The Travelers Indemnity Company.All rights reserved. Page 3 of 6 Includes copyrighted material of Insurance Services Office, Inc.with its permission. COMMERCIAL GENERAL LIABILITY subsequent to the signing of that contract or openings, sidewalk vaults, elevators, street agreement; and banners or decorations. b. Arises out of the ownership, maintenance or I. BLANKET ADDITIONAL INSURED — use of the premises for which that GOVERNMENTAL ENTITIES — PERMITS mortgagee, assignee, successor or receiver OR AUTHORIZATIONS RELATING TO is required under that contract or agreement OPERATIONS to be included as an additional insured on The following is added to SECTION II —WHO IS this Coverage Part. AN INSURED: The insurance provided to such mortgagee, Any governmental entity that has issued a permit assignee, successor or receiver is subject to the or authorization with respect to operations following provisions: performed by you or on your behalf and that you a. The limits of insurance provided to such are required by any ordinance, law, building code mortgagee, assignee, successor or receiver or written contract or agreement to include as an will be the minimum limits that you agreed to additional insured on this Coverage Part is an provide in the written contract or agreement, insured, but only with respect to liability for or the limits shown in the Declarations, "bodily injury", "property damage" or "personal whichever are less. and advertising injury" arising out of such b. The insurance provided to such person or operations. organization does not apply to: The insurance provided to such governmental (1) Any "bodily injury" or "property damage" entity does not apply to: that occurs, or any "personal and a. Any "bodily injury", "property damage" or advertising injury" caused by an offense "personal and advertising injury" arising out that is committed, after such contract or of operations performed for the agreement is no longer in effect; or governmental entity; or (2) Any "bodily injury", "property damage" or b. Any "bodily injury" or "property damage" "personal and advertising injury" arising included in the "products-completed out of any structural alterations, new operations hazard". construction or demolition operations J. INCIDENTAL MEDICAL MALPRACTICE performed by or on behalf of such mortgagee, assignee, successor or 1. The following replaces Paragraph b. of the receiver. definition of "occurrence" in the H. BLANKET ADDITIONAL INSURED — DEFINITIONS Section: GOVERNMENTAL ENTITIES — PERMITS OR b. An act or omission committed in AUTHORIZATIONS RELATING TO PREMISES providing or failing to provide "incidental medical services", first aid or "Good The following is added to SECTION II —WHO IS Samaritan services" to a person, unless AN INSURED: you are in the business or occupation of Any governmental entity that has issued a permit providing professional health care or authorization with respect to premises owned services. or occupied by, or rented or loaned to, you and 2, The following replaces the last paragraph of that you are required by any ordinance, law, Paragraph 2.a.(1) of SECTION II — WHO IS building code or written contract or agreement to AN INSURED: include as an additional insured on this Coverage Part is an insured, but only with Unless you are in the business or occupation respect to liability for "bodily injury", "property of providing professional health care damage" or "personal and advertising injury" services, Paragraphs (1)(a), (b), (c) and (d) arising out of the existence, ownership, use, above do not apply to "bodily injury" arising maintenance, repair, construction, erection or out of providing or failing to provide: removal of any of the following for which that (a) "Incidental medical services" by any of governmental entity has issued such permit or your "employees" who is a nurse, authorization: advertising signs, awnings, nurse assistant, emergency medical canopies, cellar entrances, coal holes, technician, paramedic, athletic trainer, driveways, manholes, marquees, hoist away audiologist, dietician, nutritionist, Page 4 of 6 ©2017 The Travelers Indemnity Company.Al rights reserved. CG D3 79 02 19 Includes copyrighted material of Insurance Services Office, Inc.with its permission. COMMERCIAL GENERAL LIABILITY occupational therapist or occupational that is available to any of your "employees" therapy assistant, physical therapist or for "bodily injury" that arises out of providing speech-language pathologist; or or failing to provide "incidental medical (b) First aid or "Good Samaritan services" services" to any person to the extent not by any of your "employees" or "volunteer subject to Paragraph 2.a.(1) of Section II — workers", other than an employed or Who Is An Insured. volunteer doctor. Any such "employees" K. MEDICAL PAYMENTS—INCREASED LIMIT or "volunteer workers" providing or failing to provide first aid or "Good Samaritan The following replaces Paragraph 7. of services" during their work hours for you SECTION III —LIMITS OF INSURANCE: will be deemed to be acting within the 7. Subject to Paragraph 5. above, the Medical scope of their employment by you or Expense Limit is the most we will pay under performing duties related to the conduct Coverage C for all medical expenses of your business. because of "bodily injury" sustained by any 3. The following replaces the last sentence of one person, and will be the higher of: Paragraph 5. of SECTION III — LIMITS OF a. $10,000; or INSURANCE: For the purposes of determining the b. The amount shown in the Declarations of applicable Each Occurrence Limit, all related this Coverage Part for Medical Expense acts or omissions committed in providing or Limit. failing to provide "incidental medical L. AMENDMENT OF EXCESS INSURANCE services", first aid or "Good Samaritan CONDITION—PROFESSIONAL LIABILITY services" to any one person will be deemed to be one "occurrence". The following is added to Paragraph 4.b., Excess Insurance, of SECTION IV — 4. The following exclusion is added to COMMERCIAL GENERAL LIABILITY Paragraph 2., Exclusions, of SECTION I — CONDITIONS: COVERAGES — COVERAGE A — BODILY INJURY AND PROPERTY DAMAGE This insurance is excess over any of the other LIABILITY: insurance, whether primary, excess, contingent or on any other basis, that is Professional Sale Of Pharmaceuticals Liability or similar coverage, to the extent the "Bodily injury" or "property damage" arising loss is not subject to the professional services out of the violation of a penal statute or exclusion of Coverage A or Coverage B. ordinance relating to the sale of pharmaceuticals committed by, or with the M. BLANKET WAIVER OF SUBROGATION — knowledge or consent of the insured. WHEN REQUIRED BY WRITTEN CONTRACT 5. The following is added to the DEFINITIONS OR AGREEMENT Section: The following is added to Paragraph 8., Transfer Of Rights Of Recovery Against Others To Us, "Incidental medical services" means: of SECTION IV — COMMERCIAL GENERAL a. Medical, surgical, dental, laboratory, x- LIABILITY CONDITIONS: ray or nursing service or treatment, If the insured has agreed in a written contract or advice or instruction, or the related agreement to waive that insured's right of furnishing of food or beverages; or recovery against any person or organization, we b. The furnishing or dispensing of drugs or waive our right of recovery against such person medical, dental, or surgical supplies or or organization, but only for payments we make appliances. because of: 6. The following is added to Paragraph 4.b., a. "Bodily injury" or "property damage" that Excess Insurance, of SECTION IV — occurs; or COMMERCIAL GENERAL LIABILITY CONDITIONS: b. "Personal and advertising injury" caused by This insurance is excess over any valid and an offense that is committed; collectible other insurance, whether primary, subsequent to the signing of that contract or excess, contingent or on any other basis, agreement. CG D3 79 02 19 ©2017 The Travelers Indemnity Company.Al rights reserved. Page 5 of 6 Includes copyrighted material of Insurance Services Office, Inc.with its permission. COMMERCIAL GENERAL LIABILITY N. CONTRACTUAL LIABILITY—RAILROADS 1. The following replaces Paragraph c. of the definition of "insured contract" in the DEFINITIONS Section: c. Any easement or license agreement; 2. Paragraph f.(1) of the definition of "insured contract" in the DEFINITIONS Section is deleted. Page 6 of 6 ©2017 The Travelers Indemnity Company.All rights reserved. CG D3 79 02 19 Includes copyrighted material of Insurance Services Office, Inc.with its permission.