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HomeMy WebLinkAbout072213_ca04Department of Public Works O Consent Agenda Page 1 of 1 Jefferson County Board of Commissioners Agenda Request To: From: Agenda Date: Subject: Board of Commissioners Philip Morley, County Administrator Frank Gifford, Public Works Director ~~ July 22, 2013 Surveyor Contract for Safe Routes To School (SRTS) SR19 8 West Valley Road Project Statement of Issue: Standard Consultant Agreement with Clark Land Office of Sequim, WA. for providing surveying services for the SRTS,SR19 8 West Valley Road project. Analysis/Strategic Goals/Pro's & Con's: This project is included in the officially adopted 2013-2018 Transportation Improvement Program and 2013 Annual Construction Program as Item No. 8. The purpose of this project is to improve the Chimacum School crossings at SR 19 and West Valley Road and their associated approaches. This project also includes Education, Encouragement and Enforcement components. This agreement will provide surveying services by Clark Land Office, for the Preliminary Engineering phase. The required surveying services for this project consist of: topographic mapping, right of way/boundary, centerline and existing feature locating, and right of way/boundary staking. The topographic mapping and right of way/boundary establishment will be used in designing this project. Fiscal Impact/Cost Benefit Analysis: This Standard Consultant Agreement, for surveying services, is for $12,374.40 This project is funded by a $438,669 SRTS grant. Recommendation: The Board is asked to execute the three (3) originals of the Professional Services Consultant Agreement with Clark Land Office, and return (2) signed originals to Public Works (attn. Eric Kuzma). Department Contact: Eric Kuzma, Project Manager, (360) 385.9167 Reviewed By: /~ flip Morle , C unty Admin rator 7~~ Date a ~~ Local Agency Standard Consultant Agreement ®Architectural/Engineering Agreement ^ Personal Services Agreement Consultant/Address/Telephone Clark Land Office 935 North 5`" Ave. Sequim, WA 98382 Phone: (360) 681-2161 Agreement Number LA 7839 Federal Aid Number Agreement Type (Choose one) ^ Lump Sum Lump Sum Amount $ ^ Cost Plus Fixed Fee Overhead Progress Payment Rate Overhead Cost Method ^ Actual Cost ^ Actual Cost Not to Exceed ^ Fixed Rate Fixed Fee $ ® Specific Rates Of Pay ® Negotiated Hourly Rate ^ Provisional Hourly Rate ^ Cost Per Unit Project Title And Work Description Surveying Services for Safe Routes To School, SR19 & West Valley Rd. Chimacum, WA DBE Participation ^ Yes ®No Federal ID Number or Social Security Number 91-2035529 Do you require a 1099 for IRS? Completion Date ^ Yes ~No 12/31/14 Total Amount Authorized $ 12,374.40 Management Reserve Fund $ Maximum Amount Payable $_12,374.40 Index of Exhibits (Check all that apply): ® Exhibit A-1 Sco e of Work ^ Exhibit G-2 Fee-Sub S ecific Rates ^ Exhibit A-2 Task Order Agreement ^ Exhibit G-3 Sub Overhead Cost ^ Exhibit B-1 DBE Utilization Certification ® Exhibit H Title VI Assurances ® Exhibit C Electronic Exchan a of Data ® Exhibit I Pa ment U on Termination of Agreement ^ Exhibit D-1 Payment - Lum Sum ® Exhibit J Alle ed Consultant Design Error Procedures ^ Exhibit D-2 Payment -Cost Plus ® Exhibit K Consultant Claim Procedures ® Exhibit D-3 Payment - Hourl Rate ^ Exhibit L Liabili Insurance Increase ^ Exhibit D-4 Pa ment -Provisional ® Exhibit M-la Consultant Certification ® Exhibit E-1 Consultant Fee Determination ® Exhibit M-lb A enc Official Certification ® Exhibit E-2 Fee - S ecific Rates of Pa ® Exhibit M-2 Certification -Prima ® Exhibit F Audited Overhead Rate ^ Exhibit M-3 Lobb in Certification ® Exhibit G Subcontracted Work ^ Exhibit M-4 Pricin Data Certification ^ Exhibit G-1 Subconsultant Fee ^ A .31.910 Su lemental Si nature Pa e THIS AGREEMENT, made and entered into this day of , between the Local Agency of Jefferson County , Washington, hereinafter called the "AGENCY", and the above organization hereinafter called the "CONSULTANT" DOT Form 140-089 EF Revised 3/2008 PW_Forms/Standard Consultant Agreement with Exhibits Revised 3/20/2013 Page 1 of 28 ~~ WITNESSETH THAT: WHEREAS, the AGENCY desires to accomplish the above referenced project, and WHEREAS, the AGENCY does not have sufficient staff to meet the required commitment and therefore deems it advisable and desirable to engage the assistance of a CONSULTANT to provide the necessary services, for the PROJECT; and WHEREAS, the CONSULTANT represents that he/she is in compliance with the Washington State Statutes relating to professional registration, if applicable, and has signified a willingness to furnish Consulting services to the AGENCY, NOW THEREFORE, in consideration of the terms, conditions, covenants and performance contained herein, or attached and incorporated and made a part hereof, the parties hereto agree as follows: I General Description of Work The work under this AGREEMENT shall consist of the above described work and services as herein defined and necessary to accomplish the completed work for this PROJECT. The CONSULTANT .shall furnish all services, labor, and related equipment necessary to conduct and complete the work as designated elsewhere in this AGREEMENT. II Scope of Work The Scope of Work and projected level of effort required for this PROJECT is detailed in Exhibit "A" attached hereto and by this reference made a part of this AGREEMENT. III General Requirements All aspects of coordination of the work of this AGREEMENT with outside agencies, groups, or individuals shall receive advance approval by the AGENCY. Necessary contacts and meetings with agencies, groups, andlor individuals shall be coordinated through the AGENCY. The CONSULTANT shall .attend coordination, progress and presentation meetings with the AGENCY and/or such Federal, State, Community, City or County officials, groups or individuals as may be requested by the AGENCY. The AGENCY will provide the CONSULTANT sufficient notice prior to meetings requiring CONSULTANT participation. The minimum required hours or days notice shall be agreed to between the AGENCY and the CONSULTANT and shown in Exhibit "A." The CONSULTANT shall prepare a monthly progress report, in a form approved by the AGENCY, which will outline in written and graphical form the various phases and the order of performance of the work in sufficient detail so that the progress of the work can easily be evaluated. The CONSULTANT, and each SUBCONSULTANT, shall not discriminate on the basis of race, color, national origin, or sex in the performance of this contract. The CONSULTANT, and each SUBCONSULTANT, shall carry out applicable requirements of 49 CFR Part 26 in the award and administration of USDOT-assisted contracts. Failure by the CONSULTANT to carry out these requirements is a material breach of this AGREEMENT that may result in the termination of this AGREEMENT. Participation for Disadvantaged Business Enterprises (DBE), if required, per 49 CFR Part 26, or participation of Minority Business Enterprises (MBE), and Women Business Enterprises (WBE), shall be shown on the heading of this AGREEMENT. If D/M/WBE firms are utilized, the amounts authorized to each firm and their certification number will be shown on Exhibit "B".attached hereto and by this reference made a part of this AGREEMENT. If the Prime CONSULTANT is a DBE firm they must comply with the Commercial Useful Function (CUF) regulation outlined in the AGENCY'S "DBE Program Participation Plan". The mandatory DBE participation goals of the AGREEMENT are those established by the WSDOT'S Highway and Local Programs Project Development Engineer in consultation with the AGENCY. All Reports, PS&E materials, and other data furnished to the CONSULTANT by the AGENCY shall be PW_Forms/Standard Consultant Agreement with Exhibits Revised 3/20/2013 Page 2 of 28 returned. All electronic files, prepared by the CONSULTANT, must meet the requirements as outlined in Exhibit "C." 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 this PROJECT, 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 PROJECT, shall be without liability or legal exposure to the CONSULTANT. IV Time for Beginning and Completion 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 under 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 or 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. V Payment Provisions The CONSULTANT shall be paid by the AGENCY for completed work and services rendered under this AGREEMENT as provided in Exhibit "D" attached hereto, and by reference made part of this AGREEMENT. Such payment shall be full compensation for work performed or services rendered and for all labor, materials, supplies, equipment, and incidentals necessary to complete the work. The CONSULTANT shall conform to all applicable portions of 48 CFR Part 31. A post audit may be performed on this AGREEMENT. The need for a post audit will be determined by the State Auditor, WSDOT External Audit Office and/or at the request of the AGENCY' S PROJECT Manager. VI Sub-Contracting The AGENCY permits sub-contracts for those items of work as shown in Exhibit "G" attached hereto and by this reference made part of this AGREEMENT. Compensation for this sub-consultant work shall be based on the cost factors shown on Exhibit "G." The work of the sub-consultant shall not exceed its maximum amount payable unless a prior written approval has been issued by the AGENCY. All reimbursable direct labor, overhead, direct non-salary costs and fixed fee costs for the sub-consultant shall be substantiated in the same manner as outlined in Section V. All sub-contracts shall contain all applicable provisions of this AGREEMENT. With respect to sub-consultant payment, the CONSULTANT shall comply with all applicable sections of the Prompt Payment laws as set forth in RCW 39.04.250 and RCW 39.76.011. The CONSULTANT shall not sub-contract for the performance of any work under this AGREEMENT without prior written permission of the AGENCY. No permission for sub-contracting shall create, between the AGENCY and sub-contractor, any contract or any other relationship. A DBE certified sub-consultant is required to perform a minimum amount of their sub-contracted agreement that is established by the WSDOT Highways and Local Programs Project Development Engineer in consultation with the AGENCY. VII Employment PW_Forms/Standard Consultant Agreement with Exhibits Revised 3/20/2013 Page 3 of 28 The CONSULTANT warrants that they have not employed or retained any company or person, other than a bona fide employee working solely for the CONSULTANT, to solicit or secure this contract, and that it has not paid or agreed to pay any company or person, other than a bona fide employee working solely for the CONSULTANT, any fee, commission, percentage, brokerage fee, gift, or any other consideration, contingent upon or resulting from the award or making of this contract. For breach or violation of this warrant, the AGENCY shall have the right to annul this AGREEMENT without liability or, in its discretion, to deduct from the AGREEMENT price or consideration or otherwise recover the full amount of such fee, commission, percentage, brokerage fee, gift, or contingent fee. Any and all employees of the CONSULTANT or other persons while engaged in the performance of any work or services required of the CONSULTANT under this AGREEMENT, shall be considered employees of the CONSULTANT only and not of the AGENCY, and any and .all claims that may arise under any Workmen's 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 CONSULTANT. The CONSULTANT shall not engage, on a full- or part-time basis, or other basis, during the period of the contract, any professional or technical personnel who are, or have been, at any time during the period of the contract, in the employ of the United States Deparhnent of Transportation, or the STATE, or the AGENCY, except regularly retired employees, without written consent of the public employer of such person. VIII Nondiscrimination During the performance of this contract, the CONSULTANT, for itself, its assignees, and successors in interest agrees to comply with the following laws and regulations: Title VI of the Civil Rights Act of 1964 (42 USC Chapter 21 Subchapter V Section 20004 through 20004-4a) Federal-aid Highway Act of 1973 (23 USC Chapter 3 Section 324) Rehabilitation Act of 1973 (29 USC Chapter 16 Subchapter V Section 794) Age Discrimination Act of 1975 (42 USC Chapter 76 Section 6101 et seq.) Civil Rights Restoration Act of 1987 (Public Law 100-259) American with Disabilities Act of 1990 (42 USC Chapter 126 Section 12101 et. seq.) 49 CFR Part 21 23 CFR Part 200 RCW 49.60.180 In relation to Title VI of the Civil Rights Act of 1964, the CONSULTANT is bound by the provisions of Exhibit "H" attached hereto and by this reference made part of this AGREEMENT, and shall include the attached Exhibit "H" in every sub-contract, including procurement of materials and leases of equipment, unless exempt by the Regulations or directives issued pursuant thereto. PW_Forms/standard Consultant Agreement with Exhibits Revised 3/20/2013 Page 4 of 28 IX Termination of Agreement The right is reserved by the AGENCY to terminate this AGREEMENT at any time upon ten (10) days written notice to the CONSULTANT. In the event this AGREEMENT is terminated by the AGENCY other than for default on the part of the CONSULTANT, a final payment shall be made to the CONSULTANT as shown in Exhibit "I" for the type of AGREEMENT used. No payment shall be made for any work completed after ten (10) days following receipt by the CONSULTANT of the Notice to Terminate. If the accumulated payment made to the CONSULTANT prior to Notice of Termination exceeds the total amount that would be due when computed as set forth herein above, then no final payment shall be due and the CONSULTANT shall immediately reimburse the AGENCY for any excess paid. If the services of the CONSULTANT are terminated by the AGENCY for default on the part of the CONSULTANT, the above formula for payment shall not apply. In such an event, the amount to be paid shall be determined by the AGENCY with consideration given to the actual costs incurred by the CONSULTANT in performing the work to the date of termination, the amount of work originally required which was satisfactorily completed to date of termination, whether that work 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 work required and the time which may be required to do so, and other factors which affect the value to the AGENCY of the work 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 above. 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 default or negligence, the termination shall be deemed to be a termination for the convenience of the AGENCY. In such an event, the CONSULTANT would be reimbursed for actual costs in accordance with the termination for other than default clauses listed previously. In the event of the death of any member, partner or officer of the CONSULTANT or any of its supervisory personnel assigned to the PROJECT, or dissolution of the partnership, termination of the corporation, or disaffiliation of the principally involved employee, the surviving members of the CONSULTANT hereby agree to complete the work under the terms of this AGREEMENT, if requested to do so by the AGENCY. This subsection shall not be a bar to renegotiation of the AGREEMENT between the surviving members of the CONSULTANT and the AGENCY, if the AGENCY so chooses. In the event of the death of any of the parties listed in the previous paragraph, should the surviving members of the CONSULTANT, with the AGENCY' S concurrence, desire to terminate this AGREEMENT, payment shall be made as set forth in the second paragraph of this section. Payment for any part of the work by the AGENCY shall not constitute a waiver by the AGENCY of any remedies of any type it may have against the CONSULTANT for any breach of this AGREEMENT by the CONSULTANT, or for failure of the CONSULTANT to perform work required of it by the AGENCY. Forbearance of any rights under the AGREEMENT will not constitute waiver of entitlement to exercise those rights with respect to any future act or omission by the CONSULTANT. X Changes of Work The CONSULTANT shall make such changes and revisions in the complete work of this AGREEMENT as necessary to correct errors appearing therein, when required to do so by the AGENCY, without additional compensation thereof. Should the AGENCY find it desirable for its own purposes to have previously PW_Forms/Standard Consultant Agreement with Exhibits Revised 3/20/2013 Page 5 of 28 satisfactorily completed work or parts thereof changed or revised, the CONSULTANT shall make such revisions as directed by the AGENCY. This work shall be considered as Extra Work and will be paid for as herein provided under Section XIV. XI Disputes Any dispute concerning questions of fact in connection with the work not disposed of by AGREEMENT between the CONSULTANT and the AGENCY shall be referred for determination to the Director of Public Works or AGENCY Engineer, whose decision in the matter shall be final and binding on the parties of this AGREEMENT; provided, however, that if an action is brought challenging the Director of Public Works or AGENCY Engineer's decision, that decision shall be subject to de novo judicial review. If the parties to this AGREEMENT mutually agree, disputes concerning alleged design errors will be conducted under the procedures found in Exhibit "J", and disputes concerning claims will be conducted under the procedures found in Exhibit "K". XII Venue, Applicable Law, and Personal Jurisdiction In the event that either party deems it necessary to institute legal action or proceedings to enforce any right or obligation under this AGREEMENT, the parties hereto agree that any such action shall be initiated in the Superior court of the State of Washington, situated in the county in which the AGENCY is located. The parties hereto agree that all questions shall be resolved by application of Washington law and that the parties to such action shall have the right of appeal from such decisions of the Superior court in accordance with the laws of the State of Washington. The CONSULTANT hereby consents to the personal jurisdiction of the Superior court of the State of Washington, situated in the county in which the AGENCY is located. XIII Legal Relations The CONSULTANT shall comply with all Federal, State, and local laws and ordinances applicable to the work to be done under this AGREEMENT. This contract shall be interpreted and construed in accordance with the laws of the State of Washington. The CONSULTANT shall indemnify and hold the AGENCY and the STATE and its officers and employees harmless from and shall process and defend at its own expense all claims, demands, or suits at law or equity arising in whole or in part from the CONSULTANT'S negligence or breach of any of its obligations under this AGREEMENT; provided that nothing herein shall require a CONSULTANT to indemnify the AGENCY or the STATE against and hold harmless the AGENCY or the STATE from claims, demands or suits based solely upon the conduct of the AGENCY or the STATE, their agents, officers and employees; and provided further that if the claims or suits are caused by or result from the concurrent negligence of (a) the CONSULTANT' S agents or employees, and (b) the AGENCY or the STATE, their agents, officers and employees, this indemnity provision with respect to (1) claims or suits based upon such negligence (2) the costs to the AGENCY or the STATE of defending such claims and suits shall be valid and enforceable only to the extent of the CONSULTANT'S negligence or the negligence of the CONSULTANT S agents or employees. The CONSULTANT'S relation to the AGENCY shall be at all times as an independent contractor. The CONSULTANT shall comply with all applicable sections of the applicable Ethics laws, including RCW 42.23, which is the Code of Ethics for regulating contract interest by municipal officers. The CONSULTANT specifically assumes potential liability for actions brought by the CONSULTANT' S own employees against the AGENCY and, solely for the purpose of this indemnification and defense, the CONSULTANT specifically waives any immunity under the state industrial insurance law, Title 51 RCW. Unless otherwise specified in the 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. PW_Forms/Standard Consultant Agreement with Exhibits Revised 3/20/2013 Page 6 of 28 The CONSULTANT shall obtain and keep in force during the terms of the 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 and property damage insurance in an aggregate amount not less than two million dollars ($2,000,000) for bodily injury, including death and property damage. The per occurrence amount shall not exceed one million dollars ($1,000,000). C. Vehicle liability insurance for any automobile used in an amount not less than a one million dollar ($1,000,000) combined single limit. D. Professional liability (Errors and Omissions) policy in an amount of not less than one million dollars ($1,000,000.00) combined single limit if any employee, agent or representative of the CONSULTANT undertaking work in furtherance of or pursuant to this Agreement holds or is required to hold a professional license issued by the State of Washington or any other state. The Consultant shall include all subcontractors as insured under its insurance policies or shall furnish separate certificates and endorsements for each subcontractor. All insurance policies provided by or on behalf of any subcontractor of the Consultant shall comply with all terms and conditions of this "Legal Relations" section. All contracts between the Consultant and their subcontractors for work to be performed in furtherance or implementation of this contract shall contain the insurance provisions found herein. Failure of the Consultant to take out and/or maintain any required insurance shall not relieve The Consultant from any liability under the Agreement, nor shall the insurance requirements be construed to conflict with or otherwise limit the obligations concerning indemnification. It is agreed by the parties that insurers shall have no right of recovery or subrogation against the County, including its employees and other agents and agencies. It is further agreed by the parties that insurance companies issuing the policy or policies required by this Agreement shall have no recourse against the County (including its employees and other agents and agencies) for payment of any premiums or for assessments under any form of policy. It is further agreed by the parties that any and all deductibles in the above described insurance policies shall be assumed by and be at the sole risk of the Consultant. Excepting the Worker's Compensation Insurance and any Professional Liability Insurance secured by the CONSULTANT, the AGENCY will be named on all policies as an additional insured. The CONSULTANT'S insurance required by this Section shall be in all circumstances primary to any insurance available to the AGENCY. The CONSULTANT shall furnish the AGENCY with verification of insurance and endorsements required by the 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 the AGENCY. 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 shall be limited to the amount payable under this AGREEMENT or one million ($1,000,000) dollars, whichever is the greater, unless modified by Exhibit "L". In no case shall the CONSULTANT'S professional liability to third parties be limited in any way. The AGENCY will pay no progress payments under Section V until the CONSULTANT has fully complied with this section. This remedy is not exclusive; and the AGENCY and the STATE may take. such other action as is available to it under other provisions of this AGREEMENT, or otherwise in law. PW_Fonns/Standard Consultant Agreement with Exhibits Revised 3/20/2013 Page 7 of 28 XIV Extra Work A. The AGENCY may at any time, by written order, make changes within the general scope of the AGREEMENT in the services to be performed. B. If any such change causes an increase or decrease in the estimated cost of, or the time required for, performance of any part of the work under this AGREEMENT, whether or not changed by the order, or otherwise affects any other terms and conditions of the AGREEMENT, the AGENCY shall make an equitable adjustment in the (1): maximum amount payable; (2) delivery or completion schedule, or both; and (3) other affected terms and shall modify the AGREEMENT accordingly. C. The CONSULTANT must submit any "request for equitable adjustment", hereafter referred to as "CLAIM", under this clause within thirty (30) days from the date of receipt of the written order. However, if the AGENCY decides that the facts justify it, the AGENCY may receive and act upon a CLAIM submitted before final payment of the AGREEMENT. D. Failure to agree to any adjustment shall be a dispute under the Disputes clause. However, nothing in this clause shall excuse the CONSULTANT from proceeding with the AGREEMENT as changed. E. Notwithstanding the terms and conditions of paragraphs (A) and (B) above, the maximum amount payable for this AGREEMENT, shall not be increased or considered to be increased except by specific written supplement to this AGREEMENT. XV Endorsement of Plans If applicable, the CONSULTANT shall place their endorsement on all plans, estimates, or any other engineering data furnished by them. XVI Federal and State Review The Federal Highway Administration and the. Washington State Department of Transportation shall have the right to participate in the review or examination of the work in progress. XVII Certification of the Consultant and the Agency Attached hereto as Exhibit "M- 1 (a and b)" are the Certifications of the CONSULTANT and the AGENCY, Exhibit "M-2" Certification Regarding Debarment, Suspension and Other Responsibility Matters -Primary Covered. Transactions, Exhibit "M-3" Certification Regarding the Restrictions of the Use of Federal Funds for Lobbying and Exhibit "M-4" Certificate of Current Cost or Pricing Data. Exhibit "M-3" is required only in AGREEMENTS over $100,000 and Exhibit "M-4" is required only in AGREEMENTS over $500,000. XVIII 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 an amendment to this AGREEMENT. XIX Execution and Acceptance This AGREEMENT may be simultaneously executed in several counterparts, each of which shall be deemed to be an original having identical legal effect. The CONSULTANT does hereby ratify and adopt all statements, representations, warranties, covenants, and agreements contained in the proposal, and the supporting material submitted by the CONSULTANT, and does hereby accept the AGREEMENT and agrees to all of the terms and conditions thereof. PW_Forms/Standard Consultant Agreement with Exhibits Revised 3/20/2013 Page 8 of 28 In witness whereof, the parties hereto have executed this AGREEMENT as of the day and year shown in the "Execution Date" box on page one (1) of this AGREEMENT. Clark Land Office Consultant (Please print) Consultant's Name (Please print) ~~ onsu ant's Signature ~/~~/~~ Date COUNTY OF JEFFERSON BOARD OF COMMISSIONERS John Austin, Chair Phil Johnson, Member David W. Sullivan, Member oved as o form ly: -~ ~ ~~ David Alvarez Date Deputy Prosecuting Attorney Frank Giffo Date Public Works Director PW_Forms/Standard Consultant Agreement with Exhibits Revised 3/20/2013 Page 9 of 28 Exhibit A-1 Scope of Work for Surveying Services for Safe Routes To School, Sr19 & West Valley Rd. PROJECT ELEMENTS OVERVIEW: Improvement of visibility and functionality of existing crosswalks and landings on SR 19 and West Valley Rd. Installation of a Signal Pole & Mast Arm with Flashing Beacon (or alternative), Pedestrian Push Button Signal Pole, Associated Signage & possible advance flashers. Construction of approximately 330 L.F. of 10'-0" wide separated, multi-use path, or equivalent, adjacent to SR 19 and approximately 50'-0" of Concrete Sidewalk & Curb connecting the (south side of the) West Valley Road crosswalk to the existing school campus sidewalk. Incorporating appropriate storm water drainage design into plan. Installation of two school zone flashing beacons on West Valley road. Coordination of project education, encouragement and enforcement elements. Additionally, as possible through available funding: Construction of a `Trail' from the end of the proposed 330'-0"t separated path to H.J. Caroll County Park, along the east side of either SR19 or Fern Way. Future 650'-0"t LF of shoulder widening along north side of W. Valley Rd. between Plum & Cherry Ave. Possible northbound Transit stop along the east side of SR19 and possible branch of the proposed sidewalk over to a southbound Transit stop along west side of SR19. CONSULTANT OBJECTIVES: The objective of the proposed work is to provide surveying services for Jefferson County's Safe Routes To School (SRTS) project in and around the Chimacum School complex and intersection of State Route 19 & West Valley Road. This SRTS project is located in Sections 10,11, 14& 15, T29N, Rl W. The scope of work for this project includes: administration and coordination, topographic mapping (including all relevant existing features), right of way and centerline verification, and right of way/boundary staking. The Consultant will be responsible for any and all work and materials necessary to provide the required surveying for this project. The Consultant's work effort shall be sufficient to complete the tasks as specified in this scope to the satisfaction of Jefferson County Public Works (Agency}. All methods and materials will be in accordance with Washington State Department of Transportation (WSDOT) standards and the WSDOT Highway Surveying Manual except as modified by the Agency. All work shall be relative to Washington State Plane Coordinate System. The Consultant shall provide all data used, in performing the work in this scope, in both hard copy format and digital format as specified in Exhibit C of this agreement and as specified later in this scope of work. PW_Forms/Standard Consultant Agreement with Exhibits Revised 3/20/2013 Page 10 of 28 The Consultant may be considered for additional surveying services during the construction and post- construction phases, depending upon the Consultant's satisfactory performance of the current work scope, upon the Consultant's interest in providing additional surveying services, and upon negotiation of a Supplemental Agreement per Section XIV Extra Work. TASK 1 -ADMINISTRATION & COORDINATION: (Exhibit E-1 Tasks lA-1B) This work includes management of the Consultant's work effort, management of project scope and budget, management of schedule and delivery dates, coordination of the Consultant's activities with the Agency, and submittal of progress report(s) and invoice(s). Provide written progress report(s) submitted with the monthly project invoice, which shall include the following for the Consultant and any Subconsultants: a. Progress-to-date for that month. Provide detailed description of the work completed by each employee. b. Progress compared to original schedule and anticipated progress for following month. c. Anticipated problems and delays for the Consultant's work. d. Updated schedule of individual work elements. Provide invoices for accomplished work at a frequency not to exceed one per calendar month. The Agency will disallow all or part of any claimed cost, which is not adequately supported by documentation. Consultant invoices shall include the following information: a. Name of each employee that worked on the project in the billing period. b. Each employee's job classification. c. Each employee's hours worked. d. Each employee's hourly wage rate. e. The total wages paid each employee. f. Each invoice will also include all direct non-salary costs and copies of supporting invoices or bills. g. All mileage charges will be supported by departure and arrival odometer readings for all vehicles used for the work. Deliverables: Progress report included with monthly project invoice. TASK 2 -FIELD (Exhibit E-1 Tasks 2A-2H) TASK 3 -OFFICE (Exhibit E-I Tasks 3A-3,n Locate SR19 R.O.W. from 200'-0" south of the West Valley Road intersection, to 20'-0"~ north of the north boundary line of the Brookwood Glen subdivision. Topographic Survey (including location of all relevant existing features) of both SR19, from 200'-0' south of the West Valley Road intersection to 20'-0" north of the north boundary line of the Brookwood Glen subdivision, and of West Valley Road, from the SR19 intersection to 100'-0" west of Plum Avenue. 1. Collect topographic data out to 60'-0" from each side of both existing road centerlines. 2. Topographic plan to include, but not be limited to: section subdivisional ties, existing right of way boundaries and property lines of all adjacent parcels, existing property corner monuments, topographic points, TIN surface model, contours at 2 foot intervals, titles, legend, project title and other project information. 3. Establish & document horizontal and vertical location of the physical street centerlines, street intersections, edge of pavement, shoulders and ditches. 4. Locate and document location of roadway striping, Brookwood Glen `Greenbelt', existing property markers, driveway approaches/aprons, curbs, sidewalks, mailboxes, fencing/gates, structures, encroachments, significant landscaping (eg. fruit trees) and existing tree S.W. of the SR19 crossing, etc. PW_Forms/Standard Consultant Agreement with Exhibits Revised 3/20/2013 Page 11 of 28 5. Locate & document all utility poles, hydrants and underground utilities (water, sewer, power, telephone, etc.), etc. as to be coordinated with and marked by One-Call Locator service. 6. Locate & document all catch basins, culverts (cross culverts and approach culverts) and other storm drainage structures, in the vicinity of the proposed construction area and establish type, diameters, and the inlet and outlet invert elevations. 7. Surveyor to provide preliminary electronic drawings to Agency for use as base drawing to design the proposed improvements. The p reliminary t opographic plan is not required to include an Agency border/title block. 8. Drawings shall be at a horizontal scale of 1 "=20' and prepared on `C' sized sheets. 9. The Consultant shall provide to the Agency all project electronic drawing and auxiliary files, including data used to produce the topographic base plan, etc. in a digital format compatible with the Agency's software. 10. Final plans will be submitted on Mylar and in AutoCAD ".dwg" file format on a CD/DVD. Set lath & flag along the east side of SR19 for the above designated length or as directed to do so by JCPW staff. (2-D) Set (St) Carsonite posts along west side of Brookwood Glenn subdivision if directed to do so by JCPW staff. (2-E) Set property corners along/adjacent to east side of SR19, if directed to do so by JCPW staff. (2-F) Prepare R/W acquisition plan for SR19 from 50'-0" south of the West Valley Road intersection north to Fern Way and from Fern Way north to north boundary line of the Brookwood Glen subdivision, if directed to do so by JCPW staff. (3-H) Record final survey drawing, as required. (3-J) PW_Forms/Standard Consultant Agreement with Exhibits Revised 3/20/2013 Page l2 of 28 Exhibit C Electronic Exchange of 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: cadastral, topographic, and construction surveying: ASCII format or Land XML containing point numbers, coordinates (x,y,z) in Washington Coordinate System Grid, and point descriptions. B. Roadway Design Files: Agency's current Engineering computer program file format or Land XML format. C. Computer Aided Drafting Files: AutoCAD drawing file format in the Agency's current version or an agreed upon older version. D. Agency's right to review the product with the Consultant: The Agency shall have the right to review the submitted files with the Consultant at the Agency's discretion. E. Electronic Deliverables to be provided to the Agency: All surveying data, maps, and plans; Preliminary surveying studies, calculations, computer program results, analyses, reports, correspondence, reviews, and photos; cross-sections, profiles, plans, estimates, and schedules. II. Any Other Electronic Files to Be Provided: As needed. III. Methods to Electronically Exchange Data A. Agency Software Suite: Microsoft Office (2007 or newer) programs, Autodesk. AutoCAD 2009 thru 2014, Autodesk Civi13D 2014 program, Eagle Point design program. B. Electronic Messaging System: Microsoft Outlook C. File Transfers Format: ASCII, Microsoft Office programs formats, Autodesk program formats, and Eagle Point program formats. D. Physical media: Transfer all data to the Agency on optical media: CD or DVD format. PW_Forms/Standard Consultant Agreement with Exhibits Revised 3/20/2013 Page 13 of 28 Exhibit D-3 Payment (Negotiated Hourly Rate) The CONSULTANT shall be paid by the AGENCY for completed work and services rendered under this AGREEMENT as provided hereinafter. Such payment shall be full compensation for work performed or services rendered and for all labor, materials, supplies, equipment, and incidentals necessary to complete the work. The CONSULTANT shall conform to all applicable portions of 48 CFR 31. Hourly Rates: The CONSULTANT shall be paid by the AGENCY for work done, based upon the negotiated hourly rates shown in Exhibits "E" and "F" attached hereto and by this reference made part of this AGREEMENT. The rates listed shall be applicable for the first twelve (12) month period and shall be subject to negotiation for the following twelve (12) month period upon request of the CONSULTANT or the AGENCY. If negotiations are not conducted for the second or subsequent twelve (12) month periods within ninety (90) days after completion of the previous period, the rates listed in this AGREEMENT, or subsequent written authorization(s) from the AGENCY shall be utilized. The rates are inclusive of direct salaries, payroll additives, overhead, and fee. The CONSULTANT shall maintain support data to verify the hours billed on the AGREEMENT. 2. Direct Non-Salary Costs: Direct Non-Salary Costs will be reimbursed at the Actual Cost to the CONSULTANT. These charges may include, but are not limited to the following items: travel, printing, long distance telephone, supplies, computer charges, and sub-consultant costs. a. Air or train travel will be reimbursed only to economy class levels unless otherwise approved by the AGENCY. The CONSULTANT shall comply with the rules and regulations regarding travel costs (excluding air, train, and rental car costs) in accordance with the AGENCY'S Travel Rules and Procedures. However, air, train, and rental car costs shall be reimbursed in accordance with 48CFR Part 31.205-46 "Travel Costs." b. The billing for Direct Non-Salary Costs shall include an itemized listing of the charges directly identifiable with the PROJECT. c. The CONSULTANT shall maintain the original supporting documents in their office. Copies of the original supporting documents shall be supplied to the AGENCY upon request. d. All above charges must be necessary for the services provided under this AGREEMENT. 3. Management Reserve Fund: The AGENCY may desire to establish a Management Reserve Fund to provide the Agreement Administrator with the flexibility to authorize additional funds to the AGREEMENT for allowable unforeseen costs, or reimbursing the CONSULTANT for additional work beyond that already defined in this AGREEMENT. Such authorization(s) shall be in writing and shall not exceed the lesser of $100,000 or 10% of the Total Amount Authorized as shown in the heading of this AGREEMENT. The amount included for the Management Reserve Fund is shown in the heading of this AGREEMENT. This fund may not be replenished. Any changes requiring additional costs in excess of the Management Reserve Fund shall be made in accordance with Section XN, "Extra Work." 4. Maximum Total Amount Payable: The Maximum Total Amount Payable by the AGENCY to the CONSULTANT under this AGREEMENT shall not exceed the amount shown in the heading of this AGREEMENT. The Maximum Total Amount Payable is comprised of the Total Amount Authorized, and the Management Reserve Fund. The Maximum Total Amount Payable does not include payment for Extra Work as stipulated in Section XIV, "Extra Work." No minimum amount payable is guaranteed under this AGREEMENT. PW_Forms/Standard Consultant Agreement with Exhibits Revised 3/20/2013 Page 14 of 28 5. Monthly Progress Payments: Progress payments may be claimed on a monthly basis for all costs authorized in 1 and 2 above. The monthly billings shall be supported by detailed statements for hours expended at the rates established in Exhibit "E", including names and classifications of all employees, and billings for all direct non-salary expenses. To provide a means of verifying the billed salary costs for the CONSULTANT'S employees, the AGENCY may conduct employee interviews. These interviews may consist of recording the names, titles, salary rates, and present duties of those employees performing work on the PROJECT at the time of the interview. 6 Final Payment: Final Payment of any balance due the CONSULTANT of the gross amount earned will be made promptly upon its verification by the AGENCY after the completion of the work under this AGREEMENT, contingent upon receipt of all PS&E, plans, maps, notes, reports, electronic data and other related documents which are required to be furnished under this AGREEMENT. Acceptance of such Final Payment by the CONSULTANT shall constitute a release of all claims for payment, which the CONSULTANT may have against the AGENCY unless such claims are specifically reserved in writing and transmitted to the AGENCY by the CONSULTANT prior to its acceptance. Said Final Payment shall not, however, be a bar to any claims that the AGENCY may have against the CONSULTANT or to any remedies the AGENCY may pursue with respect to such claims. The payment of any billing will not constitute agreement as to the appropriateness of any item and at the time of final audit, all required adjustments will be made and reflected in a final payment. In the event that such final audit reveals an overpayment to the CONSULTANT, the CONSULTANT will refund such overpayment to the AGENCY within thirty (30) days of notice of the overpayment. Such refund shall not constitute a waiver by the CONSULTANT for any claims relating to the validity of a finding by the AGENCY of overpayment. The CONSULTANT has twenty (20) days after receipt of the final POST AUDIT to begin the appeal process to the AGENCY for audit findings. 7. Inspection of Cost Records: The CONSULTANT and their sub-consultants shall keep available for inspection by representatives of the AGENCY, STATE, and the United States, for a period of three (3) years after receipt of final payment, the cost records and accounts pertaining to this AGREEMENT and all items related to or bearing upon these records with the following exception: if any litigation, claim or audit arising out of, in connection with, or related to this contract is initiated before the expiration of the three (3) year period, the cost records and accounts shall be retained until such litigation, claim, or audit involving the records is completed. PW_Forms/Standard Consultant Agreement with Exhibits Revised 3/20/2013 Page 15 of 28 Exhibit E-1 Consultant Fee Determination SRTS Chimacum, SR19 & West Valley Road School Crossings ~ Future Connection to RTT DATE: 6/2 812 01 3 LICENSED LICENSEDF IELD PARTY SR. AUTOCAD ESTIMATED SURVEYOR SURVEYOR CHIEF TECHNITiON HOURS PRINCIPAL Rate: $84.12 $65.25 $52.20 $49.59 TASKS Per Hour Per Hour Per Hour Per Hour (TASK HEADING 1 -ADMINISTRATION AND COORDINATION A. MEETINGS WITH JCPW STAFF 2 D 0 0 2.00 B. ADMINISTRATIVE 1 D 0 2 3.00 TRAVEL TIME 0 0 0 0 0.00 L trip{s) max. x _ hour round trip = _ hours) SUB-TOTAL HOURS 3.00 0.00 0.00 2.00 5.00 TASK HEADING 2 - FIELp A. ESTABLISH PROJECT HORIZONTAL & VERTICAL FIELD CONTROL 2 2 0 0 4.00 B. FIELD MEASUREMENTS OF SUBDIVISION CORNERS 2 2 0 0 4.00 C. TOPOGRAPHIC MAPPING & LOCATING EXISTING FEATURES 24 24 0 0 48.D0 D. SET LATH & FLAG ALONG EAST SIDE OF SR19, LENGTH AS DIRECTED BY JCPW STAFF. S 8 0 0 16.00 E. SET CARSONITE POSTS, IF DEEMED NECESSARY 8Y JCPW STAFF 2 2 0 0 4.00 F. SET PROPERTY CORNERS, IF DEEMED NECESSARY BY JCPW STAFF 2 2 0 0 4.00 G. REVISIONS TO TOPOGRAPHIC !BOUNDARY PLAN 4 4 0 0 8.00 H. ADDITIONAL FIELD TASKS, AS DEEMED NECESSARY BY JCPW STAFF 4 4 0 0 8.00 TRAVEL TIME 0 0 0 0 0.00 i_ trip(s) max. x J hour round trip = _ hours) SUB-TOTAL HOURS 48.00 48.00 0,00 0.00 96.00 TASK HEADING 3 -OFFICE A. REVIEW OF PROJECT RELATED DOCUMENTS 2.5 0 0 2.00 4.50 B. REVIEW OF EXISTING SECTION SUBDIVISIONS 1 0 0 0 1.00 C. CALCULATION OF EXISTING R.O.W. 4 D 0 0 4.00 D. ANALYSIS /PROCESSING OF FIELD MEASUREMENTS 0 2 0 0 2.00 E. PREPARE LEGAL DESCRIPTIONS 2 0 0 1 3.00 F. PREPARE TOPOGRAPHIC /BOUNDARY BASE PLAN 0 D 0 24 24.00 G. REVISIONS TO TOPOGRAPHIC AND R/W BASE PLAN 0 D 0 8 8.00 H. R/W ACQUISITION PLAN, IF pEEMED NECESSARY BY JCPW STAFF 1 0 D 12 13.00 I. SUBMR DOCUMENTS TO JCPW 2 D 0 1 3.00 J. RECORD DOCUMENTS, AS REQUIRED 2 D 0 6 8.00 TRAVEL TIME 0 0 0 0 0.00 ~ trip(s) max. x ^ hour round trip = _ hours) SUB-TOTAL HOURS 14.50 " 2.00 " 0.00 54.00 70.50 SUBTOTALS HOURS 65.50 ~ 50.00 ' 0.00 56.00 171.50 SUBTOTAL ADMINISTRATION AND COORDINATION DOLLARS $6,164.86 $3.262.50 ~ $0.00 r $2,777.04 $12,204.40 DIRECT NON-SALARY COST: a. Mileage Survey Van.......5 TRIPS x 60 miles x .565/mile = $170.00 $170.00 (assume 30 miles one way) b. Reproduction $0.00 c. Materials, Stakes, Carsonite Posts (if req'd.) etc. $0.00 Sub-Total $170.00 Total $12,374.40 PW_Forms/Standard Consultant Agreement with Exhibits Revised 3/20/2013 Page 16 of 28 Exhibit E-2 Clark Land Office Surveying Consultant Fee Determination -Summary Sheet (Specific Rates of Pay) Fee Schedule DIRECT SALARY COST: Hourly Overhead Profit Rate Discipline or Job Title Rate ~a,126% (x735% per Hour P.L.S. - Co-Owner/Advisor $36.06 $45.44 $12.62 94.12 Prof. Land Surveyor, Principle 36.06 $45.44 $12.62 94.12 Professional Land Surveyor $25.00 31.50 $8.75 65.25 Field Party Chief 20.00 25.20 $7.00 $52.20 Senior Auto CAD Technician 19.00 23.94 6.65 49.59 Permit Processing Technician $16.00 20.16 5.60 $41.76 Surve~ainman 12.00 15.12 4.20 $31.32 DIRECT NON-SALARY COST: Mileage: $0.565/mile Reproduction costs Actual cost Materials Actual cost PW_Forms/Standard Consultant Agreement with Exhibits Revised 3/20/2013 Page 17 of 28 Exhibit F Breakdown of Overhead Cost (Clark Land Office) Account Title $ Beginning Total % of Direct Labor Direct Labor 337,567.13 100.00% Overhead Expenses: FICA 34,474.80 10.21 Unemployment 1,489.20 0.44% Company Medical & Disability Insurance 49,060.91 14.53% Medical Aid & Industrial Insurance 2,261.05 0.67% HolidayNacation/Sick Leave 29,214.50 8.65% CommissionBonus/Pension 26,890,56 7.97% Total Fringe Benefits 143,391.02 42.48% General Overhead: State B&O Taxes & Personal Prop. Taxes 12,885.12 3.82% Insurance 17,449.83 5.17% Administration & Time Not Assignable 83,270.50 24.67% Printing, Stationery & Supplies 583.16 .17% Professional Services 6,075.00 1.80% Vehicle Expense (includes fuel) 25,093.09 7.43% Telephone & Telegraph Not Assignable 8,076.25 2.39% Fees, Dues & Professional Meetings 9,877.46 2.93% Utilities & Maintenance 111.11 0.03% Professional Development 1,840.00 0.55% Rent 52,200.00 15.46% Equipment Support 2,979.96 0.88% Office, Miscellaneous & Postage De reciation 49,801.26 10,219.00 14.75% 3.03% Total General Overhead 280,461.74 83.08% Total Overhead (General + Fringe) 423,852.76 Overhead Rate (Total Overhead /Direct Labor) 125.56% PW_Forms/Standard Consultant Agreement with Exhibits Revised 3/20/2013 Page 18 of 28 Exhibit G Subcontracted Work The AGENCY permits subcontracts for the following portions of the work of this AGREEMENT: None, unless authorized by Agency, PW_Forms/Standard Consultant Agreement with Exhibits Revised 3/20/2013 Page 19 of 28 Exhibit H Title VI Assurances During the performance of this AGREEMENT, the CONSULTANT, for itself, its assignees, and successors in interest agrees as follows: 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 "REGULATIONS"), which are herein incorporated by reference and made a part of this AGREEMENT. 2. Non-discrimination: The CONSULTANT, with regard to the work performed during the AGREEMENT, 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 leases of equipment. The CONSULTANT shall not participate either directly or indirectly in the discrimination prohibited by Section 21.5 of the REGULATIONS, including employment practices when the AGREEMENT covers a program set forth in Appendix B of the REGULATIONS. 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 asub-contract, including procurement of materials or leases of equipment, each potential sub-consultant or supplier shall be notified by the CONSULTANT of the CONSULTANT'S obligations under this AGREEMENT and the REGULATIONS relative to non-discrimination on the grounds of race, color, sex, or national origin. 4. Information and Reports: The CONSULTANT shall provide all information and reports required by the REGULATIONS 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 AGENCY, STATE or the Federal Highway Administration (FHWA) to be pertinent to ascertain compliance with such REGULATIONS, orders and instructions. Where any information required of a CONSULTANT is in the exclusive possession of another who fails or refuses to furnish this information, the CONSULTANT shall so certify to the AGENCY, STATE or the FHWA as appropriate, and shall set forth what efforts it has made to obtain the information. 5. Sanctions for Non-compliance: In the event of the CONSULTANT' Snon-compliance with the non- discrimination provisions of this AGREEMENT, the AGENCY shall impose such AGREEMENT sanctions as it, the STATE or the FHWA may determine to be appropriate, including, but not limited to: • Withholding of payments to the CONSULTANT under the AGREEMENT until the CONSULTANT complies, and/or; • Cancellation, termination, or suspension of the AGREEMENT, in whole or in part 6. Incorporation of Provisions: The CONSULTANT shall include the provisions of paragraphs (1) through (5) in every sub-contract, including procurement of materials and leases of equipment, unless exempt by the REGULATIONS, or directives issued pursuant thereto. The CONSULTANT shall take such action with respect to any sub-consultant or procurement as the AGENCY, STATE or FHWA 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 threatened with, litigation with asub-consultant or supplier as a result of such direction, the CONSULTANT may request the AGENCY and the STATE enter into such litigation to protect the interests of the AGENCY and the STATE and, in addition, the CONSULTANT may request the United States enter into such litigation to protect the interests of the United States. PW_Forms/Standard Consultant Agreement with Exhibits Revised 3/20/2013 Page 20 of 28 Exhibit I Payment Upon Termination of Agreement By the Agency Other Than for Fault of the Consultant (Refer to Agreement, Section IX) Lump Sum Contracts A final payment shall be made to the CONSULTANT which when added to any payments previously made shall total the same percentage of the Lump Sum Amount as the work completed at the time of termination is to the total work required for the PROJECT. In addition, the CONSULTANT shall be paid for any authorized extra work completed. Cost Plus Fixed Fee Contracts A final payment shall be made to the CONSULTANT which when added to any payments previously made, shall total the actual costs plus the same percentage of the fixed fee as the work completed at the time of termination is to the total work required for the Project. In addition, the CONSULTANT shall be paid for any authorized extra work completed. Specific Rates of Pay Contracts A final payment shall be made to the CONSULTANT for actual hours charged at the time of termination of this AGREEMENT plus any direct non salary costs incurred at the time of termination of this AGREEMENT. Cost Per Unit of Work Contracts A final payment shall be made to the CONSULTANT for actual units of work completed at the time of termination of this AGREEMENT. PW_Forms/Standard Consultant Agreement with Exhibits Revised 3/20/2013 Page 21 of 28 Exhibit J Alleged Consultant Design Error Procedures The purpose of this exhibit is to establish a procedure to determine if a consultant's alleged design error is of a nature that exceeds the accepted standard of care. In addition, it will establish a uniform method for the resolution and/or cost recovery procedures in those instances where the agency believes it has suffered some material damage due to the alleged error by the consultant. Step 1 -Potential Consultant Design Error(s) is Identified by Agency's Project Manager At the first indication of potential consultant design error(s), the first step in the process is for the Agency's project manager to notify the Director of Public Works or Agency Engineer regarding the potential design error(s). For federally funded projects, the Region Highways and 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 Errors} After discussion of the alleged design error(s) and the magnitude of the alleged error(s), and with the Director of Public Works or Agency Engineer's concurrence, the project manager obtains more detailed documentation than is normally required on the project. Examples include: all decisions and descriptions of work; photographs, records of labor, materials and equipment. Step 3 -Contact the Consultant Regarding the Alleged Design Error(s) If it is determined that there is a need to proceed further, the next step in the process is for the project manager to contact the consultant regarding the alleged design error(s) and the magnitude of the alleged error(s). The project manager and other appropriate agency staff should represent the agency and the consultant should be represented by their project manger and any personnel (including sub-consultants) deemed appropriate for the alleged design error(s) issue. Step 4 -Attempt to Resolve Alleged Design Error with Consultant After the meeting(s) with the consultant have been completed regarding the consultant's alleged design error(s), there are three possible scenarios: It is determined via mutual agreement that there is not a consultant design error(s). If this is the case, then the process will not proceed beyond this point. It is determined via mutual agreement that a consultant design error(s) occurred. If this is the case, then the Director of Public Works or Agency Engineer, or their representatives, negotiate a settlement with the consultant. The settlement would be paid to the agency or the amount would be reduced from the consultant's agreement with the agency for the services on the project in which the design error took place. The agency is to provide H&LP, through the Region Local Programs Engineer, a summary of the settlement for review and to make adjustments, if any, as to how the settlement affects federal reimbursements. No further action is required. There is not a mutual agreement regarding the alleged consultant design error(s). The consultant may request that the alleged design errors} issue be forwarded to PW_Forms/Standard Consultant Agreement with Exhibits Revised 3/20/2013 Page 22 of 28 the Director of Public Works or Agency Engineer for review. If the Director of Public Works or Agency Engineer, after review with their legal counsel, is not able to reach mutual agreement with the consultant, proceed to Step 5. Step S -Forward Documents to Highways and Local Programs For federally funded projects all available information, including costs, should be forwarded through the Region Highways and Local Programs Engineer to H&LP for their review and consultation with the FHWA. H&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, H&LP will request assistance from the Attorney General's Office for legal interpretation. H&LP will also identify how the alleged error(s) affects eligibility of project costs for federal reimbursement. If mutual agreement is reached, the agency and consultant adjust the scope of work and costs to .reflect the agreed upon resolution. H&LP, in consultation with FHWA, will identify the amount of federal participation in the agreed upon resolution of the issue. If mutual agreement is not reached, the agency and consultant may seek settlement by arbitration or by litigation. PW_Forms/Standard Consultant Agreement with Exhibits Revised 3/20/2013 Page 23 of 28 Exhibit K Consultant Claim Procedures The purpose of this exhibit is to describe a procedure regarding claims} on a consultant agreement. The following procedures should only be utilized on consultant claims greater than $1,000. If the consultant's claim(s) are a total of $1,000 or less, it would not be cost effective to proceed through the outlined steps. It is suggested that the Director of Public Works or Agency Engineer negotiate a fair and reasonable price for the consultant's claim(s) that total $1,000 or less. This exhibit will outline the procedures to be followed by the consultant and the agency to consider a potential claim by the consultant. Step 1 -Consultant Files a Claim with the Agency Project Manager If the consultant determines that they were requested to perform additional services that were outside of the agreement's scope of work, they may be entitled to a claim. The first step that must be completed is the request for consideration of the claim to the Agency's project manager. The consultant's claim must outline the following: • Summation of hours by classification for each firm that is included in the claim; • Any correspondence that directed the consultant to perform the additional work; • Timeframe of the additional work that was outside of the project scope; • Summary of direct labor dollars, overhead costs, profit and reimbursable costs associated with the additional work; and • Explanation as to why the consultant believes the additional work was outside of the agreement scope of work. Step 2 -Review by Agency Personnel Regarding the Consultant's Claim for Additional Compensation After the consultant has completed step 1, the next step in the process is to forward the request to the Agency's project manager. The project manager will review the consultant's claim. and will meet with the Director of Public Works or Agency Engineer to determine if the Agency agrees with the claim. If the FHWA is participating in the project's funding, forward a copy of the consultant's claim and the Agency's recommendation for federal participation in the claim to the WSDOT Highways and Local Programs through the Region Local Programs Engineer, if the claim is not eligible for federal participation, payment will need to be from agency funds. If the Agency project manager, Director of Public Works or Agency Engineer, WSDOT Highways and Local Programs (if applicable), and FHWA (if applicable) agree with the consultant's claim, send a request memo, including backup documentation to the consultant to either supplement the agreement, or create a new agreement for the claim. After the request has been approved, the Agency shall write the supplement and/or new agreement and pay the consultant the amount of the claim. Inform the consultant that the final payment for the agreement is subject to audit. No further action in needed regarding the claim procedures. PW_Forms/Standard Consultant Agreement with Exhibits Revised 3/20/2013 Page 24 of 28 If the Agency does not agree with the consultant's claim, proceed to step 3 of the procedures. Step 3 -Preparation of Support Documentation Regarding Consultant's Claim(s) If the Agency does not agree with the consultant's claim, the project manager shall prepare a summary for the Director of Public Works or Agency Engineer that included the following: • Copy of information supplied by the consultant regarding the claim; • Agency's summation of hours by classification for each firm that should be included in the claim; • Any correspondence that directed the consultant to perform the additional work; • Agency's summary of direct labor dollars, overhead costs, profit and reimbursable costs associated with the additional work; • Explanation regarding those areas in which the Agency does/does not agree with the consultant's claim(s); • Explanation to describe what has been instituted to preclude future consultant claim(s); and • Recommendations to resolve the claim. Step 4 -Director of Public Works or Agency Engineer Reviews Consultant Claim and Agency Documentation The Director of Public Works or Agency Engineer shall review and administratively approve or disapprove the claim, or portions thereof, which may include getting Agency Council or Commission approval (as appropriate to agency dispute resolution procedures). If the project involves federal participation, obtain concurrence from WSDOT Highways and Local Programs and FHWA regarding final settlement of the claim. If the claim is not eligible for federal participation, payment will need to be from agency funds. Step 5 -Informing Consultant of Decision Regarding the Claim The Director of Public Works or Agency Engineer shall notify (in writing) the consultant of their final decision regarding the consultant's claim(s). Include the final dollar amount of the accepted claim(s) and rationale utilized for the decision. Step 6 -Preparation of Supplement or New Agreement for the Consultant's Claim(s) The agency shall write the supplement and/or new agreement and pay the consultant the amount of the claim. Inform the consultant that the final payment for the agreement is subject to audit. PW_Forms/Standard Consultant Agreement with Exhibits Revised 3/20/2013 Page 25 of 28 Exhibit M-1(a) Certification Of Consultant Project No. `~ (~ j ~~ ~~ Local Agency I hereby certify that I am SG ~ i ;~ ~~. ~--;,,~. /~ ©~'~`'~"'~~~~:5 and duly authorized representative of the firm of Clark Land Office whose address is_935 North 5`" Ave.Sequim, WA 98382 and that neither I nor the above firm I here represent has: (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 forme or the above CONSULTANT) to solicit or secure the AGREEMENT; (b) Agreed, as an express or implied condition for obtaining this contract, to employ or retain the services of any firm or person in connection with carrying out this AGREEMENT; or (c) Paid, or agreed to pay, to any firm, organization or person (other than a bona fide employee working solely for me or the above CONSULTANT) any fee, contribution, donation, or consideration of any kind for, or in connection with, procuring or carrying out this AGREEMENT; except as hereby expressly stated (if any); I acknowledge that this certificate is to be available to the Washington State Department of Transportation and the Federal Highway Administration, U.S. Department of Transportation in connection with this AGREEMENT involving participation of Federal-aid highway funds, and is subject to applicable State and Federal laws, both criminal and civil. ./ , 7 ~~ Z" /~ ~ ~~C~ Date Signature PW_Forms/Standard Consultant Agreement with Exhibits Revised 3/20/2013 Page 26 of 28 Exhibit M-1(b) Certification of Agency Official I hereby certify that I am the AGENCY Official of the Local Agency of Jefferson County, Washington, and that the consulting firm or its representative has not been required, directly or indirectly as an express or implied condition in connection with obtaining or carrying out this AGREEMENT to: (a) Employ or retain, or agree to employ to retain, any firm or person; or (b) Pay, or agree to pay, to any firm, person, or organization, any fee, contribution, donation, or consideration of any kind; except as hereby expressly stated (if any): I acknowledge that this certificate is to be available to the Washington State Department of Transportation and the Federal Highway Administration, U.S. Department of Transportation, in connection with this AGREEMENT involving participation of Federal-aid highway funds, and is subject to applicable State and Federal laws, both criminal and civil. Name Frank Gifford Public Works Director (please print) Signature ~-c,. ~ `- Date ~ /~S ~ / PW_Forms/Standard Consultant Agreement with Exhibits Revised 3/20/2013 Page 27 of 28 Exhibit M-2 Certification Regarding Debarment, Suspension, and Other Responsibility Matters-Primary Covered Transactions The prospective primary participant certifies to the best of its knowledge and belief, that it and its principals: A. Are not presently debarred, suspended, proposed for debarment, declared ineligible, or voluntarily excluded from covered transactions by any federal department or agency; B. Have not within athree-year period preceding this proposal been convicted of or had a civil judgment rendered against them for commission or 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 antitrust 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 I( B) of this certification; and D. Have not within a three (3) year period preceding this application/proposal had one or more public transactions (federal, state, or local) terminated for cause or default. II. Where the prospective.. primary participant is unable to certify to any of the statements in this certification, such prospective participant shall attach an explanation to this proposal. Consultant (Firm): Clark Land Office Name ~~~ ~ ~ r~C <~9~-,~- /~' (pl ase print) / ' ~~ -,_ _ ~ ~~z~~~ ' atu :President or Authorized Official of Consultant Date PW_Forms/Standard Consultant Agreement with Exhibits Revised 3/20/2013 Page 28 of 28 A~ °® CERTIFICATE OF LIABILITY INSURANCE ~~2/ZOi3 ' 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 be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). PRODUCER CONTACT Me1133a Middleton NAME: CALLIS & ASSOCIATES, INC. PHONE (360)452-2314 Fax (360)452-1701 C No 806 SO Vine St E-MAIL melissa@callisinsurance.com ADDRESS: INSURERS AFFORDING COVERAGE NAIC # Port Angeles WA 98362 INSURERA North Pacific 3892 INSURED INSURER B Clark Land Office PLLC INSURERC: PO BOX 219 9 INSURER D INSURER E Segllim WA 98382-2199 INSURER F COVERAGES CERTIFICATE NUMBER:CL1262800419 REVISION NUMBER: THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. INSR LTR TYPE OF INSURANCE ADDL UBR POLICY NUMBER MM1DDr'YYYY MMlDDYr'Y YY LIMITS GENERAL LIABILITY EACH OCCURRENCE $ 1 , 000 , 000 X COMMERCIAL GENERAL LIABILITY DAMAGE O RENTED PREMISES Ea occurrence $ 100 , 000 A CLAIMS-MADE ~ OCCUR X Y 17 138978 /22/2012 /22/2013 MED EXP (Any one person) $ 5 , 000 PERSONAL & ADV INJURY $ 1 , 00 0 , 0 00 GENERAL AGGREGATE $ 2 , 000 , 000 GEN'L AGGREGATE LIMIT APPLIES PER: PRODUCTS -COMP/OP AGG $ 1 , 000 , 000 POLICY X PRO- LOC $ AUTOMOBILE LIABILITY Ee aacideD SINGLE LIMIT 1 000 000 A X ANY AUTO BODILY INJURY (Per person) $ ALL OWNED SCHEDULED X Y 17 138978 /22/2012 /22/2013 BODILY INJURY (Per accident) $ AUTOS AUTOS NON-OWNED DAMAGE Pe~ac tl n $ HIRED AUTOS AUTOS G e t Medical a ments $ 5 000 UMBRELLA LIAB X OCCUR EACH OCCURRENCE $ 1 , 000, 000 A X EXCESS LIAB CLAIMS-MADE AGGREGATE $ 1, 000, 000 DED RETENTION 17 138978 /22/2012 7/22/2013 $ WO RKERS COMPENSATION WC STATU- X OTH- AND EMPLOYERS' LIABILITY YfN 17 138978 /22/2012 7/22/2013 ANY PROPRIETOR/PARTNER/EXECUTIVE a N / A E.L. EACH ACCIDENT $ 1 OOQ 000 OFFICER/MEMBER EXCLUDED9 (Mandatory In NH) A State Stop Gap E.L. DISEASE - EA EMPLOYE $ 1 000 000 If yes, describe under DESCRIPTION OF OPERATIONS below E.L. DISEASE -POLICY LIMIT $ 1 000 000 DESCRIPTION OF OPERATIONS! LOCATIONS I VEHICLES (Attach ACORD 101, Additional Remarks Schedule, if more space is required} The Certificate Holder is an additional insured with respect to the General Liability as required by written contract & per the terms of form: GL Master P.ak CG8416 Blanket Additional Insured. Evidence Only. Refer to policy for all applicable terms, conditions, endorsements and exclusions. FICATE HOLDER (360)385-9234 Jefferson County 623 Sheridan St Port Townsend, WA SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN Public Works ACCORDANCE WITH THE POLICY PROVISIONS. 98368 AUTHORIZED REPRESENTATIVE Middleton/MELISS ~~.~ ACORD 25 (2010105) ~ ©1988-2010 ACORD CORPORATION. All rights reserved. INSA25 r~n~nnti~ m The ~[:C1Rr1 Hamra and Innn arc renicfrercr) marlrc of ef;flfRrl COMMENTS/REMARKS Project: SR19 & West Valley Road SRTS Surveying OFREMARK v COPYRIGHT 2000, AMS SERVICES iNC. COMMERCIAL GENERAL LIABILITY CG 84161203 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. GENERAL LIABILITY MASTER PAK PLUS® FOR CONSTRUCTION This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART INDEX SUBJECT PAGE BLANKET ADDITIONAL INSURED (OWNERS, LESSEES, CONTRACTORS OR LESSORS) 2 FIRE, LIGHTNING, EXPLOSION AND SPRINKLER LEAKAGE DAMAGE TO PREMISES YOU RENT 3 NON-OWNED WATERCRAFT 4 SUPPLEMENTARY PAYMENTS (BAIL BONDS) 4 PERSONAL AND ADVERTISING INJURY -ELECTRONIC PUBLICATION EXTENSION 5 AGGREGATE LIMITS {PER LOCATION) 5 AGGREGATE LIMITS (PER PROJECT) 5 VOLUNTARY PROPERTY DAMAGE COVERAGE 6 OFF PREMISES CARE, CUSTODY OR CONTROL COVERAGE 6 NEWLY FORMED OR ACQUIRED ORGANIZATIONS 7 DUTIES IN THE EVENT OF OCCURRENCE, OFFENSE, CLAIM OR SUIT 7 BODILY INJURY (MENTAL ANGUISH) 8 WAIVER OF TRANSFER OF RIGHTS OF RECOVERY AGAINST OTHERS 8 MEDICAL PAYMENTS 8 BROAD NAMED INSURED 8 BROADENED MOBILE EQUIPMENT 8 INCIDENTAL MALPRACTICE LIABILITY $ NON-OWNED AIRCRAFT 9 PROPERTY DAMAGE -ELEVATORS 9 Includes copyrighted material of ISO Properties, Inc., with its permission. CG 841612 03 ISO Properties, Inc., 2003 Page 1 of 9 1. BLANKET ADDITIONAL INSURED {Owners, Lessees, Contractors or Lessors} (Includes aPrimary/Non-Contributory provision) Who Is An Insured -Section II is amended to include as an insured any person or organization whom you are required to name as an additional insured on this policy in a written contract or written agreement. The written contract or written agreement must be currently in effect or becoming effective during the term of this policy and executed prior to the "bodily injury," "property damage" or "personal and advertising injury." The insurance provided the additional insured is limited as follows: A. The person or organization is only an additional insured with respect to liability: 1. Arising out of real property, as described in a written contract or written agreement, that you own, rent, lease or occupy; or 2. Caused in whole or in part by your ongoing operations performed for that insured. The insurance provided the additional insured in 1.A.2. above does not apply to: a. Coverage A -Bodily Injury and Property Damage Liability, Coverage B -Personal and Advertising Injury Liiability or defense coverage under the Supplementary Payments arising out of an architect's, engineer's or surveyor's rendering of or failure to render any professional services including: (1) The preparing, approving, or failing to prepare or approve maps, shop drawings, opinions, reports, surveys, field orders, change orders or drawings and specifications; and (2) Supervisory, inspection, architectural or engineering activities. b. "Bodily injury" or "property damage" occurring after: (1) All work, including materials, parts or equipmen# furnished in connection with such work, on the project (other than service, maintenance or repairs) were performed by or on behalf of the additional insureds) at the site where the covered operations have been completed; or (2) That portion of "your work" out of which the injury or damage arises has been put to its intended use by any person or organization other than another contractor or subcontractor engaged in performing operations for a principal as part of the same project. B. The limits of insurance applicable to the additional insured are those specified in a written contract or written agreement or the limits of Insurance as stated in the Declarations of this policy and defined in Section III - Limits Of Insurance of this policy, whichever are less. These limits are inclusive of and not in addition to the limits of insurance available under this policy. C. The insurance. provided the additional insured does not apply to the liability resulting from the sole negligence of the additional insured. Includes copyrighted material of ISO Properties, Inc., with its permission. CG 841612 03 ISO Properties, Inc., 2003 Page 2 of 9 D. As respects the coverage provided to the additional insured under this endorsement, Section IV- Conditions is amended as follows: 1. The following is added to Condition 2. Duties In The Event Of Occurrence, Offense, Claim, or Suit: An additional insured under this endorsement will as soon as practicable: a. Give written notice of an "occurrence" or an offense, that may result in a claim or "suit" under this insurance to us; b. Tender the defense and indemnity of any claim or "suit" to all insurers whom also have insurance available to the additional insured; and c. Agree to make available any o#her insurance which the additional insured has for a loss we cover under this Coverage Part. 2. The following is added to Condition 3. Legal Action Against Us: We have no duty to defend or indemnify an additional insured under this endorsement until we receive written notice of a claim or "suit" from the additional insured. 3. The following is added to Paragraph a., Primary Insurance of Condition 4.Other Insurance: If the additional insured's policy has an Other Insurance provision making its policy excess, and a Blamed Insured has agreed in a written contract or written agreement to provide the additional insured coverage on a primary and noncontributory basis, this policy shall be primary and we will not seek contribution from the additional insured's policy for damages we cover. 4. The following is added to Paragraph b., Excess Insurance of Condition 4.Other Insurance: Except as provided in Paragraph 4.a. Primary Insurance as amended above, any coverage provided hereunder shall be excess over any other valid and collectible insurance available to the additional insured whether primary, excess, contingent or on any other basis. In the event an additional insured has other coverage available for an "occurrence" by virtue of also being an additional insured on other policies, this insurance is excess over those other policies. 2. FIRE, LIGHTNING, EXPLOSION AND SPRINKLER LEAKAGE DAMAGE TO PREMISES YOU RENT If Damage To Premises Rented To You under Coverage A is not otherwise excluded from this policy, the following applies: A. The last paragraph of 2. Exclusions of Section I - Coverage A is replaced by the following: If Damage To Premises Rented To You is not otherwise excluded, Exclusions c. through n. do not apply to damage by fire, lightning, "explosion" or sprinkler leakage to premises while rented to you or temporarily occupied by you with permission of the owner. A separate limit of insurance applies to this coverage as described in Section lil -Limits Of Insurance. Includes copyrighted material of ISO Properties, Inc., with its permission. CG 841612 03 ISO Properties, Inc., 2003 Page 3 of 9 B. Paragraph 6. of Section 111 -Limits Of Insurance is replaced by the following: 6. Subject to 5. above, the higher of $300,000 or the Damage To Premises Rented To You Limit shown in the Summary of Limits and Charges section of this policy is the most we will pay under Coverage A #or damages because of "property damage" to premises rented to you or temporarily occupied by you with the permission of the owner arising out of any one fire, lightning, "explosion" or sprinkler leakage incident. C. Paragraph b.(1)(b) of Condition 4.Other insurance (Section IV -Conditions) is replaced by the following: (1) That is Fire, Lightning, Explosion or Sprinkler Leakage insurance for premises rented to you or temporarily occupied by you with the permission of the owner; D. Paragraph 9.a. of the definition of "insured contract" in Section V- Definitions is replaced by the following: 9. "Insured contract" means: a. A contract for the lease of premises. However, that portion of the contract for a lease of premises that indemnifies any person or organization for damages by fire, lightning; "explosion" or sprinkler leakage to premises while rented to you or temporarily occupied by you with the permission of the owner is not an "insured contract' ; E. The following definition is added to Section V -Definitions: "Explosion" means a sudden release of expanding pressure accompanied by a noise, a bursting forth of material and evidence of the scattering of debris to locations #urther than would have resulted by gravity alone. "Explosion" does not include any of the following: 1. Artificially generated electrical current including electrical arcing that disturbs electrical devices, appliances or wires; 2. Rupture or bursting of water pipes; 3. Explosion of steam boilers, steam pipes, steam engines or steam turbines owned or leased by you, or operated under your control; or 4. Rupture or bursting caused by centrifugal force. 3. NON-OWNED WATERCRAFT Subparagraph g.(2) of Paragraph 2., Exclusions of Section I - Coverage A is replaced by the following: (2) A watercraft you do not own that is: (a) Less than 51 feet long; and (b) No# being used to carry persons or property for a charge; 4. SUPPLEMENTARY PAYMENTS In the Supplementary Payments - Coverages A and B provision: The limit for the cost of bail bonds in Paragraph 1.b. is changed from $250 to $1000. Includes copyrighted material of ISO Properties, Inc., with its permission. CG 841612 03 ISO Properties, Inc., 2003 Page 4 of 9 5. PERSONAL AND ADVERTISING INJURY -ELECTRONIC PUBLICATION EXTENSION Paragraphs 14.b., d. and e. of Section V -Definitions are replaced by the following: b. Malicious prosecution or abuse of process; d. Oral, written, #elevised, videotaped or electronic publication of material that slanders or libels a person or organization or disparages a person's or organization's goods, products or services; e. Oral, written, televised, videotaped or electronic publication of material that violates a person's right of privacy; The following is added to Paragraph 14. "Personal and Advertising Injury" of Section V -Definitions: h. Discrimination or humiliation that results in injury to the feelings or reputation of a natural person, but only if such discrimination or humiliation is: (1) Not done intentionally by or at the direction of: (a) An insured; or (b) Any "executive officer" director, stockholder, partner or member of the insured; and (2) Not directly or indirectly related to the employment, prospective employment or termination of employment of any person or persons by any insured. Subparagraphs b. and c. of 2., Exclusions of Section 1- Coverage B -Personal And Advertising Injury Liability are replaced by the #ollowing: b. Material Published With Knowledge Of Falsity "Personal and advertising injury" arising out of oral, written, televised, videotaped or electronic publication ofi material, if done by or at the direction of the insured with knowledge of its fialsity; c. Material Published Prior To Policy Period "Personal and advertising injury" arising out of oral, written, televised, videotaped or electronic publication of material whose first publication took place before the beginning of the policy period; 6. AGGREGATE LIMITS OF INSURANCE (PER LOCATION) The General Aggregate Limit under Section Ill Limits Of Insurance applies separately to each of your "locations" owned by or rented to you or temporarily occupied by you with the permission of the owner. "Location" means premises involving the same or connecting Ivts, or premises whose connection is interrupted only by a street, roadway, waterway or right-of-way of a railroad. 7. AGGREGATE LIMITS OF INSURANCE (PER PROJECT) The General Aggregate Limit under Section III Limits Of Insurance applies separately to each of your projects away from premises owned by or rented to you. Includes copyrighted material of ISO Properties, Inc., with its permission. CG 841612 03 ISO Properties, Inc., 2003 Page 5 of 9 8. VOLUNTARY PROPERTY DAMAGE COVERAGE At your request, we will pay~for "loss" to property of others caused by your business operations. The most we will pay for this coverage is $500 each occurrence. The loss must occur during the policy period. The "occurrence" must take place in the "coverage territory". "Loss" means unintended damage or destruction. "Loss" does not mean disappearance, abstraction or theft. This coverage does not apply to: 1. Damage arising out of the use of any "auto"; 2. Property you own, occupy, rent or lease from others; or 3. Property on your premises for sale, service, repair or storage. None of the other policy exclusions apply to this coverage. If the policy to which this endorsement is attached is written with a property damage liability deductible, the deductible shall apply to Voluntary Property Damage. The limit of coverage stated above shall not be reduced by the amount of this deductible. 9. OFF PREMISES CARE, CUSTODY OR CONTROL COVERAGE A. We will pay those sums that you become legally obligated to pay as damages because of "property damage" to personal property of others while in your or your "employees" care, custody or control or real property of others over which you or your "employees" are exercising physical control if the "property damage" arises out of your business operations. This Coverage is subject to sections B., C., D. and E. below. B. Exclusions This insurance shall not apply to: 1. "Property damage of property at premises owned, rented, leased, operated or used by you; 2. "Property damage" of property while in transit; 3. The cost of repairing or replacing: (a) Any of your work defectively or incorrectly done by you or by others on your behalf; or (b) Any product manufactured, sold or supplied by you, unless the "property damage" is caused directly by you after delivery of the product or completion of the work and resulting from a subsequent undertaking; or 4. "Property damage" of property caused by or arising out of the "products-completed operations hazard". C. Limits O# Insurance -The most we will pay for "property damage" under this Section 9. is $25,000 for each "occurrence . The most we will pay for the sum of all damages covered under this Section 9. because of "property damage" is an annual aggregate limit of $25,000. The Limits Of Insurance provided under this Section 9. are inclusive of and not in addition to any other limits provided in the policy or endorsements attached to it. D. Deductible - We will not pay for "property damage" in any one "occurrence" until the amount of "property damage" exceeds $250. If the policy to which this endorsement is attached contains a "property damage" deductible, that deductible shall apply if it is greater than $250. E. In the event of "property damage" covered by this endorsement, you shall, if requested by us, replace the property or furnish the labor and materials necessary for repairs thereto at your actual cost, excluding profit or overhead charges. Includes copyrighted material of ISO Properties, Inc., with its permission. page 6 of 9 CG 841612 03 lS0 Properties, Inc., 2003 10. NEWLY FORMED OR ACQUIRED ORGANIZATIONS A. Paragraph 4. of Section II -Who Is An Insured is deleted and replaced by the following: 4. 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 wi11 qualify as a Named Insured if there is no similar insurance available to that entity. However: a. Coverage under this provision applies only until the expiration of the policy period in which the entity was acquired or incorporated or organized by you. b. Coverage A does not apply to "bodily injury" or "property damage" that occurred before the entity was acquired or incorporated or organized by you. c. Coverage B does not apply to "personal and advertising injury" arising out of an offense committed before the entity was acquired or incorporated or organized by you. d. Records and descriptions of operations must be maintained by the first Named Insured. B. This Section 10. does not apply to newly formed or acquired organizations if coverage is excluded ei#her by provisions of the Coverage Part or by other endorsement(sj attached to it. 11. DUTIES IN THE EVENT OF OCCURRENCE, OFFENSE, CLAIM OR SUIT A. The requirements in Section IV -Conditions, Paragraph 2.a., that you must see to it that we are notified of an "occurrence" applies only when the "occurrence" is known to: 1. You, if you are an individual; 2. A partner, if you are a partnership; 3. A member or manager, if you are a limited liability company; 4. An executive officer or designee, if you are a corporation; 5. A trustee, if you are a trust; or 6. A designee, if you are any other #ype of organization. B. The requirements in Section IV -Conditions Paragraph 2.b. that you must see to it that we receive written notice of a claim or "suit" will not be considered breached unless the breach occurs after such claim or "suit" is known to: 1. You, if you are an individual; 2. A partner, if you are a partnership; 3. A member or manager if you are a limited liability company; 4. An executive officer or designee, if you are a corporation; 5. A trustee, if you are a trust; or 6. A designee, if you are any other type of organization. Knowledge of an "occurrence," claim or "suit" by the agent, servant or "employee" of any insured shall not in i#self constitute knowledge of the insured unless an officer or designee shall have received notice from its agent, servant or "employee". Includes copyrighted material of ISO Properties, Inc., with its permission. CG 8416 12 03 ISO Properties, Inc., 2003 Page 7 of 9 12. BODILY INJURY Paragraph 3. of the definition of "bodily injury" in the Section V -Definitions is replaced by the following: 3. "Bodily injury" means bodily injury, sickness or disease sustained by a person, including mental anguish or death resulting from any of these at any time. 13. WAIVER OF TRANSFER OF RIGHTS OF RECOVERY AGAINST OTHERS We have the right to recover our payments from anyone liable for an injury covered by this policy. We will not enforce our right against any person or organization for whom you perform work under a written contract that requires you to obtain this agreement from us. This agreement shall not operate directly or indirectly to benefit anyone not named in the agreement. 14. MEDICAL PAYMENTS If Coverage C Medical Payments is not otherwise excluded, the Medical Expense Limit provided by this policy shall be the greater of: A. $10,000; or B. The amount shown in the Declarations. 15. BROAD NAMED INSURED Paragraph 2.a.(1)(d) of Section II -Who Is An Insured is replaced by the following: {d) Arising out of his or her providing or failing to provide professional health care services. However, this exclusion does not apply to nurses, emergency medical technicians or paramedics who are employed by you to provide medical or paramedical services to your employees. 16. BROADENED MOBILE EQUIPMENT Paragraph 12.f.{1) of Section V -Definitions is replaced by the following: (1) Equipment designed primarily for: {a) Snow removal; {b) Road maintenance, but not construction or resurfacing; or {c) Street cleaning provided that vehicles have a Gross Vehicle Weight of 1,000 pounds or greater; 17. INCIDENTAL MALPRACTICE LIABILITY Paragraph 3. of Section V -Definitions is replaced by the following: 3. "Bodily injury" means bodily injury, sickness, disease or "incidental medical malpractice" sustained by a person, including mental anguish or death resulting from any of these at any time. The following is added to Section V -Definitions: 23. "Incidental medical malpractice" means injury arising out of the negligent rendering or failure to render medical or paramedical services to persons by any physician, dentist, nurse, emergency medical technician or paramedic who is employed by you to provide such services to your employees, provided you are not engaged in the business or occupation of providing any services referred to in this definition. Includes copyrighted materia{ of ISO Properties, Inc., with its permission. CG 841612 03 ISO Properties, Inc., 2003 Page 8 of 9 18. NON-OWNED AIRCRAFT The following is added to Subparagraph g. of 2., Exclusions of Section 1 - Coverage A Bodily Injury And Property Damage Liability: (6) An aircraft with a paid crew, that is hired, chartered or loaned but is not owned by any insured. 19. PROPERTY DAMAGE -ELEVATORS The following is added to Subparagraph j. of 2., Exclusions of Section I - Coverage A Bodily Injury And Property Damage Liability: Paragraphs (3) and (4) of this exclusion do not apply to damages that result from the use of elevators. All other terms and conditions of your policy remain unchanged. Includes copyrighted material of ISO Properties, Inc., with its permission. CG 841612 03 ISO Properties, Inc., 2003 Page 9 of 9 COMMERCIAL GENERAL LIABILITY CG 8583 10 05 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. BLANKET ADD1TiONAL INSURED CONTRACTORS -PRODUCTS -COMPLETED OPERATIONS This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART A. Section II -Who Is An Insured is amended #o include as an additional insured any person(s) or organization(s) whom you have agreed to add as an additional insured in a written contract or written agreement, but only with respect to liability for "bodily injury" or "property damage" caused by "your work" performed for that additional insured and included in the "products-completed operation hazard". B. The following additional provisions apply to the additional insured: 1. When the Named Insured is required #o add an additional insured on this policy in a written contract or written agreement; the written contract or written agreement must be: a. Currently in effect or becoming effective during the term of this policy; b. Executed prior to the "bodily injury," or "property damage"; and c. Between a Named Insured and the additional insured. 2. That person or organization is an additional insured only for liability caused by your negligence specifically resulting from "your work" for the additional insured which is the subject of the written contract or written agreement. No coverage applies for any liability due to negligence attributable to any person or entity other than the Named Insured, the Named Insured's employees or subcontractors. 3. The Limits of Insurance applicable to the additional insured are the lesser of: a. Those specified in the written contract or written agreement, or b. Those provided by this policy and defined in Section III -Limits Of Insurance. These Limits of Insurance are inclusive of, and not in addition to, the Limits Of Insurance shown in the Declarations and defined in Section III -Limits 0# Insurance. 4. The insurance provided to the additional insured does not apply to: "Bodily injury" or "property damage" arising out of the rendering of, or the failure #o render, any professional architectural, engineering or surveying services, including: a. The preparing, approving, or failure to prepare or approve, maps, shop drawings, opinions, reports, surveys, field orders, change orders or drawing and specifications; and b. Supervisory, inspection, architectural or engineering activities. CG 8583 10 05 Includes Copyrighted Material of ISO Properties, Inc., with its permission. Page 1 Of 2 E 585 00 5. The following replaces Exclusion I. under Paragraph 2., Exculsions of Section I - Coverage A - Bodily Injury And Property Damage Liability: I. Damage To Your Work This insurance does not apply to "property damage" to "your work" arising out of it or any part of it and included in the "product-completed operations hazard". 6. We have no duty to defend or indemnify an additional insured under this endorsement: a. For any liability due to negligence attributable to any person or entity other than the Named Insured, the Named Insured's employees or subcontractors. b. -For any loss which occurs prior to our Named Insured commencing opera#ions at the location of the loss. c. Until we receive written notice of a claim or "sui#" from the additional insured as required in Section 1V -Conditions, Duties In The Event Of Occurrence, Offense Claim Or Suit. C. Section IV -Conditions are amended as follows: 1, The following is added to Paragraph 2., Duties In The Event of Occurrence, Offense, Claim or Suit: An additional insured under this endorsement must comply with all provisions of this section. 2. As respects the coverage provided under this endorsement, Paragraph 4.b., Other Insurance is deleted and replaced by the following: 4. Other Insurance b. Excess Insurance This insurance is excess over any other insurance naming the additional insured as an insured whether primary, excess, contingent or on any other basis unless the written contract or agreement described in A. above specifically requires that this insurance be provided on either a primary basis or a primary and non-contributory basis. CG 8583 10 05 Includes Copyrighted Material of ISO Properties, Inc., with its permission. Page 2 of 2 E 586 00