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HomeMy WebLinkAbout081318_ca04 Department of Public Works O Consent Agenda Page 1 of 1 Jefferson County Board of Commissioners Agenda Request To: Board of Commissioners Philip Morley, County Administrator From: fop Monte Reinders, Public Works Director / County Enginee Agenda Date: August 13, 2018 Subject: Civil Engineer Professional Services Agreement for Quilcene Complete Streets Project Statement of Issue: Professional Services Agreement with SCJ Alliance of Lacey, WA, for Civil Engineer Professional Services for the Quilcene Complete Streets Project. Analysis/Strategic Goals/Pro's Et Con's: This project is included in both Jefferson County's officially adopted 2018-2023 Transportation Improvement Program (TIP) and the 2018 Annual Construction Program as Item No. 3. This project is funded through the WSDOT Pedestrian Et Bicycle program whose objective is to improve the transportation system so as to enhance safety and mobility for people who choose to walk or bike. This agreement will provide Civil Engineer Professional Services by SCJ Alliance to prepare the project plans, specifications, estimate and provide bidding support. The required engineering services for this project consist of: signage, pedestrian crosswalks and refuges, accessible landings, curbs, sidewalks, bicycle lanes, stormwater design, school frontage improvements, and WSDOT coordination. Fiscal Impact/Cost Benefit Analysis: This Professional Services Agreement, for Civil Engineering services, is for $111,838. This project is funded by an $884,165 WSDOT Pedestrian Et Bicycle Program grant. Recommendation: The Board is asked to execute the three (3) originals of the Professional Services Agreement with SCJ Alliance, and return (2) signed originals to Public Works (attn. Eric Kuzma). Department Contact: Eric Kuzma, Engineering Services Manager/Asst./ Public Works Director, (360) 385-9167 Revie - • „y: FilePr )/( P i l. v orley, Co dminis Date Local Agency A&E Professional Services Negotiated Hourly Rate Consultant Agreement Agreement Number: Firm/Organization Legal Name (do not use dba's): Shea,Carr&Jewell, Inc. Address Federal Aid Number 8730 Tallon Lane NE, Suite 200 N/A UBI Number Federal TIN or SSN Number 20-4831111 Execution Date Completion Date 12/31/19 1099 Form Required Federal Participation ❑ Yes ❑J No p Yes C No Project Title Quilcene Complete Streets PS&E Description of Work Prepare plans, specifications and engineer's estimate and bid documents for complete streets improvements along US 101 in Quilcene,WA. Improvements include curb/gutter, sidewalks,pedestrian refuges, actuated pedestrian crossings, channelization and signing, stormwater, and lighting. E Yes © No DBE Participation Maximum Amount Payable: $111,838 Yes © No MBE Participation ❑ Yes Q No WBE Participation ❑ Yes © No SBE Participation Index of Exhibits Exhibit A Scope of Work Exhibit B DBE Participation/SBE Plan Exhibit C Preparation and Delivery of Electronic Engineering and Other Data Exhibit D Prime Consultant Cost Computations Exhibit E Sub-consultant Cost Computations Exhibit F Title VI Assurances Exhibit G Certification Documents Exhibit H Liability Insurance Increase Exhibit I Alleged Consultant Design Error Procedures Exhibit J Consultant Claim Procedures Agreement Number: Local Agency A&E Professional Services Negotiated Hourly Rate Consultant Agreement Page 1 of 14 Revised 11/01/2017 THIS AGREEMENT, made and entered into as shown in the "Execution Date"box on page one(1) of this AGREEMENT, between the Jefferson County hereinafter called the"AGENCY,"and the "Firm/Organization Name"referenced on page one (1) of this AGREEMENT, hereinafter called the "CONSULTANT." WHEREAS, the AGENCY desires to accomplish the work referenced in"Description of Work"on page one (1) of this AGREEMENT and hereafter called the"SERVICES;"and does not have sufficient sta f to meet the required commitment and therefore deems it advisable and desirable to engage the assistance of a CONSULTANT to provide the necessary SERVICES; and WHEREAS, the CONSULTANT represents that they comply 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 SERVICES as herein defined, and necessary to accomplish the completed work for this project. The CONSULTANT shall furnish all services, labor, and related equipment and, if applicable, sub-consultants and subcontractors necessary to conduct and complete the SERVICES as designated elsewhere in this AGREEMENT. II. General Scope of Work The Scope of Work and projected level of effort required for these SERVICES is described in Exhibit"A"attached hereto and by this reference made a part of this AGREEMENT. The General Scope of Work was developed utilizing performance based contracting methodologies. 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, and/or individuals shall be coordinated through the AGENCY. The CONSULTANT shall attend coordination,progress, and presentation meetings with the AGENCY and/or such State, Federal, Community,City, or County officials, groups or individuals as may be requested by the AGENCY. The AGENCY will provide the 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 SERVICES in sufficient detail so that the progress of the SERVICES can easily be evaluated. The CONSULTANT, any sub-consultants, and the AGENCY shall comply with all Federal, State, and local laws, rules, codes, regulations, and all AGENCY policies and directives, applicable to the work to be performed under this AGREEMENT. This AGREEMENT shall be interpreted and construed in accordance with the laws of the State of Washington. Agreement Number: Local Agency A&E Professional Services Negotiated Hourly Rate Consultant Agreement Page 2 of 14 Revised 11/01/2017 Participation for Disadvantaged Business Enterprises (DBE) or Small Business Enterprises (SBE), if required, per 49 CFR Part 26, shall be shown on the heading of this AGREEMENT. If DBE firms are utilized at the commencement of this AGREEMENT, the amounts authorized to each firm and their certification number will be shown on Exhibit "B" attached hereto and by this reference made part of this AGREEMENT. If the Prime CONSULTANT is a DBE certified firm they must comply with the Commercial Useful Function (CUF) regulation outlined in the AGENCY's "DBE Program Participation Plan" and perform a minimum of 30% of the total amount of this AGREEMENT. It is recommended, but not required, that non-DBE Prime CONSULTANTS perform a minimum of 30% of the total amount of this AGREEMENT. In the absents of a mandatory UDBE, a voluntary SBE goal amount of ten percent of the Consultant Agreement is established. The Consultant shall submit a SBE Participation Plan prior to commencing work. Although the goal is voluntary, the outreach efforts to provide SBE maximum practicable opportunities are not. The CONSULTANT, on a monthly basis, shall enter the amounts paid to all firms involved with this AGREEMENT into the wsdot.diversitycompliance.com program. Payment information shall identify any DBE Participation. Non-minority,woman owned DBEs does not count towards UDBE goal attainment. All Reports, PS&E materials, and other data furnished to the CONSULTANT by the AGENCY shall be returned. All electronic files, prepared by the CONSULTANT, must meet the requirements as outlined in Exhibit "C — Preparation and Delivery of Electronic Engineering and other Data." All designs, drawings, specifications, documents, and other work products, including all electronic files, prepared by the CONSULTANT prior to completion or termination of this AGREEMENT are instruments of service for these SERVICES, and are the property of the AGENCY. Reuse by the AGENCY or by others, acting through or on behalf of the AGENCY of any such instruments of service, not occurring as a part of this SERVICE, shall be without liability or legal exposure to the CONSULTANT. Any and all notices or requests required under this AGREEMENT shall be made in writing and sent to the other party by(i) certified mail,return receipt requested, or(ii)by email or facsimile,to the address set forth below: If to AGENCY: If to CONSULTANT: Name: Eric Kuzma Name: Scott Sawyer Agency: Jefferson County Agency: SCJ Alliance Address: 623 Sheridan Street Address: 8730 Tallon Lane NE, Suite 200 City: Port Townsend State: WA Zip: 98368 City: Lacey State: WA Zip: 98516 Email: ekuzma@cojefferson.wa.us Email: sc ott.sawyer@ scjalliance.com Phone: 360.385.9167 Phone: 360-352-1465 Facsimile: 360.385.9234 Facsimile: N/A 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 conform to the criteria agreed upon detailed in the AGREEMENT documents. These SERVICES must be completed by the date shown in the heading of this AGREEMENT titled"Completion Date." The established completion time shall not be extended because of any delays attributable to the CONSULTANT, but may be extended by the AGENCY in the event of a delay attributable to the AGENCY, or because of unavoidable delays caused by an act of GOD, governmental actions, or other conditions beyond the control of the CONSULTANT. A prior supplemental AGREEMENT issued by the AGENCY is required to extend the established completion time. Agreement Number: Local Agency A&E Professional Services Negotiated Hourly Rate Consultant Agreement Page 3 of 14 Revised 11/01/2017 V. Payment Provisions The CONSULTANT shall be paid by the AGENCY for completed SERVICES rendered under this AGREEMENT as provided hereinafter. Such payment shall be full compensation for SERVICES performed or SERVICES rendered and for all labor, materials, supplies, equipment, and incidentals necessary to complete SERVICES. The CONSULTANT shall conform to all applicable portions of 48 CFR Part 31 (www.ecfr.gov). A. Hourly Rates: Hourly rates are comprised of the following elements - Direct (Raw) Labor, Indirect Cost Rate, and Fixed Fee (Profit). The CONSULTANT shall be paid by the AGENCY for work done, based upon the negotiated hourly rates shown in Exhibits "D" and "E" attached hereto and by reference made part of this AGREEMENT. These negotiated hourly rates will be accepted based on a review of the CONSULTANT's direct labor rates and indirect cost rate computations and agreed upon fixed fee. The accepted negotiated rates shall be memorialized in a final written acknowledgment between the parties. Such final written acknowledgment shall be incorporated into, and become a part of, this AGREEMENT. The initially accepted negotiated rates shall be applicable from the approval date, as memorialized in a final written acknowledgment, to 180_days following the CONSULTANT's fiscal year end(FYE) date. The direct (raw) labor rates and classifications, as shown on Exhibits "D" and "E" shall be subject t renegotiations for each subsequent twelve (1 2) month period (180 days following FYE date to 180 days following FYE date) upon written request of the CONSULTANT or the AGENCY. The written request must be made to the other party within ninety (90) days following the CONSULTANT's FYE date. If no such written request is made, the current direct (raw) labor rates and classifications as shown on Exhibits "D" and "E" will remain in effect for the twelve(12)month period. Conversely, if a timely request is made in the manner set forth above, the parties will commence negotiations to determine the new direct (raw) labor rates and classifications that will be applicable for the twelve (12 month period. Any agreed to renegotiated rates shall be memorialized in a final written acknowledgment between the parties. Such final written acknowledgment shall be incorporated into, and become a part of, this AGREEMENT. If requested, the CONSULTANT shall provide current payroll register and classifications to aid in negotiations. If the parties cannot reach an agreement on the direct (raw) labor rates and classifications, the AGENCY shall perform an audit of the CONSULTANT's books and records to determine the CONSULTANT's actual costs. The audit findings will establish the direct (raw) labor rates and classifications that will applicable for the twelve(12) month period. The fixed fee as identified in Exhibits "D" and"E" shall represent a value to be applied throughout the life of the AGREEMENT. The CONSULTANT shall submit annually to the AGENCY an updated indirect cost rate within 180 days of the close of its fiscal year. An approved updated indirect cost rate shall be included in the current fiscal year rate under this AGREEMENT, even if/when other components of the hourly rate are not renegotiated. These rates will be applicable for the twelve (12) month period. At the AGENCY's option, a provisional and/or conditional indirect cost rate may be negotiated. This provisional or conditional indirect rate shall remain in effect until the updated indirect cost rate is completed and approved. Indirect cost rate costs incurred during the provisional or conditional period will not be adjusted. The CONSULTANT may request an extension of the last approved indirect cost rate for the twelve (12) month period. These requests for provisional indirect cost rate and/or extension will be considered on a case-by-case basis, and if granted, will be memorialized in a final written acknowledgment. The CONSULTANT shall maintain and have accessible support data for verification of the components of the hourly rates, i.e., direct (raw) labor, indirect cost rate, and fixed fee (profit) percentage. The CONSULTANT shall bill each employee's actual classification, and actual salary plus indirect cost rate plus fixed fee. Agreement Number: Local Agency A&E Professional Services Negotiated Hourly Rate Consultant Agreement Page 4 of 14 Revised 11/01/2017 B. 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 fees of sub-consultants. Air or train travel will be reimbursed only to lowest price available,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 WSDOT's Accounting Manual M 13-82, Chapter 10—Travel Rules and Procedures, and all revisions thereto. Air,train and rental card costs shall be reimbursed in accordance with 48 Code of Federal Regulations (CFR) Part 31.205-46"Travel Costs."The billing for Direct Non-salary Costs shall include an itemized listing of the charges directly identifiable with these SERVICES. The CONSULTANT shall maintain the original supporting documents in their office. Copies of the original supporting documents shall be supplied to the STATE upon request. All above charges must be necessary for the SERVICES provided under this AGREEMENT. C. Maximum Amount Payable: The Maximum Amount Payable by the AGENCY to the CONSULTANT under this AGREEMENT shall not exceed the amount shown in the heading of this AGREEMENT on page one(1.)The Maximum Amount Payable does not include payment for extra work as stipulated in section XIII, "Extra Work." No minimum amount payable is guaranteed under this AGREEMENT. D. Monthly Progress Payments: Progress payments may be claimed on a monthly basis for all costs authorized in A and B above. The monthly billings shall be supported by detailed statements for hours expended at the rates established in Exhibit "D," 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 SERVICES at the time of the interview. E. 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 SERVICES 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 th 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 s final audit reveals an overpayment to the CONSULTANT, the CONSULTANT will refund such overpayment to the AGENCY within thirty (30) calendar 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. Per WSDOT's"Audit Guide for Consultants,"Chapter 23 "Resolution Procedures,"the CONSULTANT has twenty(20)working days after receipt of the final Post Audit to begin the appeal process to the AGENCY for audit findings F. Inspection of Cost Records: The CONSULTANT and their sub-consultants shall keep available for inspection by representatives of the AGENCY and the United States, for a period of six (6)years after receipt of fina payment, the cost records and accounts pertaining to this AGREEMENT and all items related to or bearing upon these records with the following exception: if any litigation, claim or audit arising out of, in connection with, or related to this AGREEMENT is initiated before the expiration of the six(6)year period, the cost records and accounts shall be retained until such litigation, claim, or audit involving the records is completed. An interim or post audit may be performed on this AGREEMENT. The audit, if any,will be performed by the State Auditor,WSDOT's Internal Audit Office and/or at the request of the AGENCY's Project Manager. Agreement Number: Local Agency A&E Professional Services Negotiated Hourly Rate Consultant Agreement Page 5 of 14 Revised 11/01/2017 VI. Sub-Contracting The AGENCY permits subcontracts for those items of SERVICES as shown in Exhibit"A"attached hereto and by this reference made part of this AGREEMENT. The CONSULTANT shall not subcontract for the performance of any SERVICE under this AGREEMENT without prior written permission of the AGENCY. No permission for subcontracting shall create,between the AGENCY and sub-consultant, any contract or any other relationship. Compensation for this sub-consultant SERVICES shall be based on the cost factors shown on Exhibit"E"attached hereto and by this reference made part of this AGREEMENT. The SERVICES of the sub-consultant shall not exceed its maximum amount payable identified in each sub consultant cost estimate unless a prior written approval has been issued by the AGENCY. All reimbursable direct labor, indirect cost rate, direct non-salary costs and fixed fee costs for the sub-consultant shall be negotiated and substantiated in accordance with section V"Payment Provisions"herein and shall be memorialized in a final written acknowledgement between the parties All subcontracts shall contain all applicable provisions of this AGREEMENT, and the CONSULTANT shall require each sub-consultant or subcontractor, of any tier, to abide by the terms and conditions of this AGREEMENT. With respect to sub-consultant payment, the CONSULTANT shall comply with all applicable sections of the STATE's Prompt Payment laws as set forth in RCW 39.04.250 and RCW 39.76.011. The CONSULTANT, sub-recipient, or sub-consultant shall not discriminate on the basis of race, color, national origin,or sex in the performance of this AGREEMENT. The CONSULTANT shall carry out applicable requirements of 49 CFR Part 26 in the award and administration of DOT-assisted contracts. Failure by the CONSULTANT to carry out these requirements is a material breach of this AGREEMENT,which may result in the termination of this AGREEMENT or such other remedy as the recipient deems appropriate. VII. Employment and Organizational Conflict of Interest The CONSULTANT warrants that they have not employed or retained any company or person, other than a bona 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 this AGREEMENT price or consideration or otherwise recover the full amount of such fee, commission, percentage,brokerage fee,gift, or contingent fee. Any and all employees of the CONSULTANT or other persons while engaged in the performance of any work or services required of the CONSULTANT under this 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 this AGREEMENT, any professional or technical personnel who are, or have been, at any time during the period of this AGREEMENT, in the employ of the United States Department of Transportation or the AGENCY, except regularly retired employees, without written consent of the public employer of such person if he/she will be working on this AGREEMENT for the CONSULTANT. Agreement Number: Local Agency A&E Professional Services Negotiated Hourly Rate Consultant Agreement Page 6 of 14 Revised 11/01/2017 VIII. Nondiscrimination During the performance of this AGREEMENT,the CONSULTANT, for itself, its assignees, sub-consultants, subcontractors and successors in interest, agrees to comply with the following laws and regulations: • Title VI of the Civil Rights Act of 1964 • Civil Rights Restoration Act of 1987 (42 U.S.C. Chapter 21 Subchapter V § 2000d (Public Law 100-259) through 2000d-4a) • American with Disabilities Act of 1990 • Federal-aid Highway Act of 1973 (42 U.S.C. Chapter 126 § 12101 et. seq.) (23 U.S.C. Chapter 3 § 324) • 23 CFR Part 200 • Rehabilitation Act of 1973 • 49 CFR Part 21 (29 U.S.C. Chapter 16 Subchapter V § 794) • 49 CFR Part 26 • Age Discrimination Act of 1975 • RCW 49.60.180 (42 U.S.C. Chapter 76 § 6101 et. seq.) In relation to Title VI of the Civil Rights Act of 1964, the CONSULTANT is bound by the provisions of Exhibit"F" attached hereto and by this reference made part of this AGREEMENT, and shall include the attached Exhibit"F"in every sub-contract, including procurement of materials and leases of equipment,unless exempt by the Regulations or directives issued pursuant thereto. IX. Termination of Agreement The right is reserved by the AGENCY to terminate this AGREEMENT at any time with or without cause 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 for actual hours charged at the time of termination of this AGREEMENT,plus any direct non-salary costs incurred up to the time of termination of this AGREEMENT. No payment shall be made for any SERVICES 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 in paragraph two (2) of this section, 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 the event of a termination for default,the amount to be paid to the CONSULTANT shall be determined by the AGENCY with consideration given to the actual costs incurred by the CONSULTANT in performing SERVICES to the date of termination, the amount of SERVICES originally required which was satisfactorily completed to date of termination,whether that SERVICE is in a form or a type which is usable to the AGENCY at the time of termination, the cost to the AGENCY of employing another firm to complete the SERVICES required and the time which may be required to do so, and other factors which affect the value to the AGENCY of the SERVICES performed at the time of termination. Under no circumstances shall payment made under this subsection exceed the amount,which would have been made using the formula set forth in paragraph two (2) of this section. If it is determined for any reason that the CONSULTANT was not in default or that the CONSULTANT's failure to perform is without the CONSULTANT's or its employee's fault or negligence,the termination shall be deemed to be a termination for the convenience of the AGENCY. In such an event, the CONSULTANT would be reimbursed for actual costs in accordance with the termination for other than default clauses listed previously. Agreement Number: Local Agency A&E Professional Services Negotiated Hourly Rate Consultant Agreement Page 7 of 14 Revised 11/01/2017 The CONSULTANT shall, within 15 days, notify the AGENCY in writing, in the event of the death of any member, partner, or officer of the CONSULTANT or the death or change of any of the CONSULTANT's supervisory and/or other key personnel assigned to the project or disaffiliation of any principally involved CONSULTANT employee. The CONSULTANT shall also notify the AGENCY, in writing, in the event of the sale or transfer of 50% or more of the beneficial ownership of the CONSULTANT within 15 days of such sale or transfer occurring. The CONSULTANT shall continue to be obligated to complete the SERVICES under the terms of this AGREEMENT unless the AGENCY chooses to terminate this AGREEMENT for convenience or chooses to renegotiate any term(s) of this AGREEMENT. If termination for convenience occurs, final payment will be made to the CONSULTANT as set forth in the second and third paragraphs of this section. Payment for any part of the SERVICES by the AGENCY shall not constitute a waiver by the AGENCY of any remedies of any type it may have against the CONSULTANT for any breach of this AGREEMENT by the CONSULTANT, or for failure of the CONSULTANT to perform SERVICES 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 completed work of this AGREEMENT as necessary to correct errors appearing therein,without additional compensation thereof. Should the AGENCY fmd i desirable for its own purposes to have previously satisfactorily completed SERVICES 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 XIII "Extra Work." Xl. Disputes Any disputed issue not resolved pursuant to the terms of this AGREEMENT shall be submitted in writing within 10 days to the Director of Public Works or AGENCY Engineer,whose decision in the matter shall be final and binding on the parties of this 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 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". In the event that either party deem it necessary to institute legal action or proceeding to enforce any right or obligation under this AGREEMENT, this 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 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. XII. Legal Relations The CONSULTANT, any sub-consultants, and the AGENCY shall comply with all Federal, State, and local laws, rules, codes, regulations and all AGENCY policies and directives, applicable to the work to be performed under this AGREEMENT. This AGREEMENT shall be interpreted and construed in accordance with the laws of the State of Washington. The CONSULTANT shall defend, indemnify, and hold the State of Washington(STATE) and the AGENCY and their officers and employees harmless from all claims,demands, or suits at law or equity arising in whole or in part from the negligence of, or the breach of any obligation under this AGREEMENT by, the CONSULTANT or the CONSULTANT's agents, employees, sub consultants, subcontractors or vendors, of any tier, or any other persons for whom the CONSULTANT may be legally liable; provided that nothing herein shall require a CONSULTANT Agreement Number: Local Agency A&E Professional Services Negotiated Hourly Rate Consultant Agreement Page 8 of 14 Revised 11/01/2017 • } to defend or indemnify the STATE and the AGENCY and their officers and employees against and hold harmless the STATE and the AGENCY and their officers and employees from claims, demands or suits based solely upon the negligence of,or breach of any obligation under this AGREEMENT by the STATE and the AGENCY,their agents, officers, employees,sub-consultants,subcontractors or vendors, of any tie,or any other persons for whom the STATE and/or the AGENCY may be legally liable; and provided further that if the claims or suits are caused by or result from the concurrent negligence of(a)the CONSULTANT or the CONSULTANT's agents,employees, sub-consultants,subcontractors or vendors,of any tier,or any other persons for whom the CONSULTANT is legally liable, and(b)the STATE and/or AGENCY,their agents,officers,employees,sub-consultants, subcontractors and or vendors,of any tier,or any other persons for whom the STATE and/or AGENCY may be legally liable,the defense and indemnity obligation shall be valid and enforceable only to the extent of the CONSULTANT's negligence or the negligence of the CONSULTANT's agents, employees, sub-consultants, subcontractors or vendors,of any tier, or any other persons for whom the CONSULTANT may be legally liable. This provision shall be included in any AGREEMENT between CONSULTANT and any sub-consultant,subcontractor and vendor,of any tier. The CONSULTANT shall also defend, indemnify,and hold the STATE and the AGENCY and their officers and employees harmless from all claims,demands,or suits at law or equity arising in whole or in part from the alleged patent or copyright infringement or other allegedly improper appropriation or use of trade secrets,patents, proprietary information,know-how, copyright rights or inventions by the CONSULTANT or the CONSULTANT's agents, employees,sub-consultants,subcontractors or vendors, of any tier, or any other persons for whom the CONSULTANT may be legally liable,in performance of the Work under this AGREEMENT or arising out of any use in connection with the AGREEMENT of methods,processes,designs, information or other items furnished or communicated to STATE and/or the AGENCY,their agents,officers and employees pursuant to the AGREEMENT; provided that this indemnity shall not apply to any alleged patent or copyright infringement or other allegedly improper appropriation or use of trade secrets,patents,proprietary information,know-how,copyright rights or inventions resulting from STATE and/or AGENCY's,their agents',officers and employees'failure to comply with specific written instructions regarding use provided to STATE and/or AGENCY,their agents,officers and employees by the CONSULTANT, its agents, employees,sub-consultants, subcontractors or vendors,of any tier,or any other persons for whom the CONSULTANT may be legally liable. The CONSULTANT's relation to the AGENCY shall be at all times as an independent contractor. Notwithstanding any determination by the Executive Ethics Board or other tribunal,the AGENCY may,in its sole discretion,by written notice to the CONSULTANT terminate this AGREEMENT if it is found after due notice and examination by the AGENCY that there is a violation of the Ethics in Public Service Act,Chapter 42.52 RCW;or any similar statute involving the CONSULTANT in the procurement of,or performance under,this AGREEMENT. The CONSULTANT specifically assumes potential liability for actions brought by the CONSULTANT's own employees or its agents against the STATE and/or the AGENCY and, solely for the purpose of this indemnification and defense, the CONSULTANT specifically waives any immunity under the state industrial insurance la ,Title 51 RCW. This waiver has been mutually negotiated by the Parties. Unless otherwise specified in this AGREEMENT, the AGENCY shall be responsible for administration of construction contracts,if any, on the project. Subject to the processing of a new sole source,or an acceptable supplemental AGREEMENT,the CONSULTANT shall provide On-Call assistance to the AGENCY during contract administration. By providing such assistance,the CONSULTANT shall assume no responsibility for:proper construction techniques,job site safety, or any construction contractor's failure to perform its work in accordance with the contract documents. The CONSULTANT shall obtain and keep in force during the terms of this AGREEMENT,or as otherwise required,the following insurance with companies or through sources approved by the State Insurance Commissioner pursuant to Title 48 RCW. Agreement Number: Local Agency A&E Professional Services Negotiated Hourly Rate Consultant Agreement Page 9 of 14 Revised 11/01/2017 Insurance Coverage A. Worker's compensation and employer's liability insurance as required by the STATE. B. Commercial general liability insurance written under ISO Form CG 00 01 12 04 or its equivalent with minimum limits of one million dollars ($1,000,000.00) per occurrence and two million dollars($2,000,000.00) in the aggregate for each policy period. C. Business auto liability insurance written under ISO Form CG 00 01 10 01 or equivalent providing coverage for any"Auto"(Symbol 1)used in an amount not less than a one million dollar($1,000,000.00) combined single limit for each occurrence. Excepting the Worker's Compensation Insurance and any Professional Liability Insurance, the STATE and AGENCY, their officers,employees, and agents will be named on all policies of CONSULTANT and any sub- consultant and/or subcontractor as an additional insured(the"AIs"),with no restrictions or limitations concerning products and completed operations coverage. This coverage shall be primary coverage and non-contributory and any coverage maintained by the Ms shall be excess over, and shall not contribute with, the additional insured coverage required hereunder. The CONSULTANT's and the sub-consultant's and/or subcontractor's insurer shall waive any and all rights of subrogation against the AIs. The CONSULTANT shall furnish the AGENCY with verification of insurance and endorsements required by this AGREEMENT. The AGENCY reserves the right to require complete,certified copies of all required insurance policies at any time All insurance shall be obtained from an insurance company authorized to do business in the State of Washington. The CONSULTANT shall submit a verification of insurance as outlined above within fourteen (14) days of the execution of this AGREEMENT to: Name: Eric Kuzma Agency: Jefferson County Address: 623 Sheridan Street City: Port Townsend State: WA Zip: 98368 Email: ekuzma@co.jefferson.wa.us Phone: 360.385.9167 Facsimile: 360.3 85.9234 No cancellation of the foregoing policies shall be effective without thirty(30)days prior notice to the AGENCY. The CONSULTANT's professional liability to the AGENCY, including that which may arise in reference to section IX"Termination of Agreement"of this AGREEMENT, shall be limited to the accumulative amount of the authorized AGREEMENT or one million dollars($1,000,000.00), whichever is greater,unless the limit of liability is increased by the AGENCY pursuant to Exhibit H. In no case shall the CONSULTANT's professional liability to third parties be limited in any way. The parties enter into this AGREEMENT for the sole benefit of the parties, and to the exclusion of any third part , and no third party beneficiary is intended or created by the execution of this AGREEMENT. The AGENCY will pay no progress payments under section V"Payment Provisions" until the CONS ULIANA' has fully complied with this section. This remedy is not exclusive; and the AGENCY may take such other action as is available to it under other provisions of this AGREEMENT, or otherwise in law. Agreement Number: Local Agency A&E Professional Services Negotiated Hourly Rate Consultant Agreement Page 10 of 14 Revised 11/01/2017 XIII. Extra Work A. The AGENCY may at any time,by written order, make changes within the general scope of this 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 SERVICES under this AGREEMENT,whether or not changed by the order, or otherwise affects any other terms and conditions of this 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 this 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 fina payment of this AGREEMENT. D. Failure to agree to any adjustment shall be a dispute under the section XI"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 supplemen to this AGREEMENT. XIV. Endorsement of Plans If applicable,the CONSULTANT shall place their endorsement on all plans, estimates, or any other engineering data furnished by them. XV. Federal Review The Federal Highway Administration shall have the right to participate in the review or examination of the SERVICES in progress. XVI. Certificatio of the Consultant and the Agency Attached hereto as Exhibit"G-1(a and b)"are the Certifications of the CONSULTANT and the AGENCY,Exhibit "G-2"Certification Regarding Debarment, Suspension and Other Responsibility Matters-Primary Covered Transactions, Exhibit"G-3"Certification Regarding the Restrictions of the Use of Federal Funds for Lobbying and Exhibit"G-4"Certificate of Current Cost or Pricing Data. Exhibit"G-3"is required only in AGREEMENT's over one hundred thousand dollars ($100,000.00) and Exhibit"G-4" is required only in AGREEMENT's over five hundred thousand dollars ($500,000.00.)These Exhibits must be executed by the CONSULTANT, and submitted with the master AGREEMENT,and returned to the AGENCY at the address listed in section III "General Requirements"prior to its performance of any SERVICES under this AGREEMENT. XVII. Complete Agreement This document and referenced attachments contain all covenants, stipulations, and provisions agreed upon by the parties. No agent, or representative of either party has authority to make, and the parties shall not be bound by or be liable for, any statement,representation,promise or agreement not set forth herein. No changes, amendments, or modifications of the terms hereof shall be valid unless reduced to writing and signed by the parties as a supplement to this AGREEMENT. Agreement Number: Local Agency A&E Professional Services Negotiated Hourly Rate Consultant Agreement Page 11 of 14 Revised 11/01/2017 XVIII. 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 AGREEMENT's contained in the proposal, and the supporting material submitted by the CONSULTANT, and does hereby accept this AGREEMENT and agrees to all of the terms and conditions thereof. XIX. Protection of Confidentia Information The CONSULTANT acknowledges that some of the material and information that may come into its possession or knowledge in connection with this AGREEMENT or its performance may consist of information that is exempt from disclosure to the public or other unauthorized persons under either chapter 42.56 RCW or other local, state or federal statutes ("State's Confidential Information"). The "State's Confidential Information" includes, but is not limited to, names, addresses, Social Security numbers, e-mail addresses, telephone numbers, financial profiles credit card information, driver's license numbers, medical data, law enforcement records(or any other information identifiable to an individual), STATE and AGENCY source code or object code, STATE and AGENCY security data, non-public Specifications, STATE and AGENCY non-publicly available data,proprietary software, STATE and AGENCY security data, or information which may jeopardize any part of the project that relates to any of these types of information. The CONSULTANT agrees to hold the State's Confidential Information in strictest confidence and not to make use of the State s Confidential Information for any purpose other than the performance of this AGREEMENT,to release it only to authorized employees, sub-consultants or subcontractors requiring such information for the purposes of carrying out this AGREEMENT, and not to release, divulge,publish, transfer, sell, disclose, or otherwise make it known to any other party without the AGENCY's express written consent or as provided by law. The CONSULTANT agrees to release such information or material only to employees, sub-consultants or subcontractors who have signed a nondisclosure AGREEMENT,the terms of which have been previously approved by the AGENCY. The CONSULTANT agrees to implement physical,electronic, and managerial safeguards to prevent unauthorized access to the State's Confidential Information Immediately upon expiration or termination of this AGREEMENT,the CONSULTANT shall, at the AGENCY's option: (i) certify to the AGENCY that the CONSULTANT has destroyed all of the State's Confidential Information; or(ii)returned all of the State's Confidential Information to the AGENCY; or(iii) take whatever other steps the AGENCY requires of the CONSULTANT to protect the State's Confidential Information As required under Executive Order 00-03, the CONSULTANT shall maintain a log documenting the following: the State's Confidential Information received in the performance of this AGREEMENT; the purpose(s) for which the State's Confidential Information was received;who received,maintained and used the State s Confidential Information; and the final disposition of the State s Confidential Information. The CONSULTANT's records shall be subject to inspection, review, or audit upon reasonable notice from the AGENCY. The AGENCY reserves the right to monitor, audit, or investigate the use of the State's Confidential Information collected, used, or acquired by the CONSULTANT through this AGREEMENT. The monitoring, auditing, or investigating may include,but is not limited to, salting databases. Violation of this section by the CONSULTANT or its sub-consultants or subcontractors may result in termination of this AGREEMENT and demand for return of all State's Confidential Information, monetary damages, or penalties It is understood and acknowledged that the CONSULTANT may provide the AGENCY with information which is proprietary and/or confidential during the term of this AGREEMENT. The parties agree to maintain the confidentiality of such information during the term of this AGREEMENT and afterwards. All materials containing such proprietary and/or confidential information shall be clearly identified and marked as "Confidential" and sha be returned to the disclosing party at the conclusion of the SERVICES under this AGREEMENT. Agreement Number: Local Agency A&E Professional Services Negotiated Hourly Rate Consultant Agreement Page 12 of 14 Revised 11/01/2017 • The CONSULTANT shall provide the AGENCY with a list of all information and materials it considers confidential and/or proprietary in nature: (a) at the commencement of the term of this AGREEMENT; or(b)as soon as such confidential or proprietary material is developed. "Proprietary and/or confidential information"is not meant t include any information which, at the time of its disclosure: (i) is already known to the other party; (ii) is rightfully disclosed to one of the parties by a third party that is not acting as an agent or representative for the other party; (iii) is independently developed by or for the other party; (iv) is publicly known; or(v) is generally utilized by unaffiliated third parties engaged in the same business or businesses as the CONSULTANT. The parties also acknowledge that the AGENCY is subject to Washington State and federal public disclosure laws. As such, the AGENCY shall maintain the confidentiality of all such information marked proprietary and or confidential or otherwise exempt,unless such disclosure is required under applicable state or federal la . If a public disclosure request is made to view materials identified as"Proprietary and/or confidential information"o otherwise exempt information,the AGENCY will notify the CONSULTANT of the request and of the date that such records will be released to the requester unless the CONSULTANT obtains a court order from a court of competent jurisdiction enjoining that disclosure. If the CONSULTANT fails to obtain the court order enjoining disclosure,the AGENCY will release the requested information on the date specified The CONSULTANT agrees to notify the sub-consultant of any AGENCY communication regarding disclosure that may include a sub-consultant's proprietary and/or confidential information. The CONSULTANT notification to the sub-consultant will include the date that such records will be released by the AGENCY to the requester and state that unless the sub-consultant obtains a court order from a court of competent jurisdiction enjoining that disclosure the AGENCY will release the requested information. If the CONSULTANT and/or sub-consultant fail to obtain a court order or other judicial relief enjoining the AGENCY by the release date,the CONSULTANT shall waive and release and shall hold harmless and indemnify the AGENCY from all claims of actual or alleged damages, liabilities, or costs associated with the AGENCY's said disclosure of sub-consultants'information. XX. Records Maintenance During the progress of the Work and SERVICES provided hereunder and for a period of not less than six(6)years from the date of final payment to the CONSULTANT, the CONSULTANT shall keep, retain and maintain all "documents"pertaining to the SERVICES provided pursuant to this AGREEMENT. Copies of all"documents" pertaining to the SERVICES provided hereunder shall be made available for review at the CONSULTANT's place of business during normal working hours. If any litigation, claim or audit is commenced, the CONSULTANT shall cooperate with AGENCY and assist in the production of all such documents. "Documents"shall be retained until all litigation, claims or audit findings have been resolved even though such litigation, claim or audit continues past the six (6)year retention period. For purposes of this AGREEMENT, "documents"means every writing or record of every type and description, including electronically stored information("ESI"), that is in the possession, control,or custody of the CONSULTANT, including, without limitation, any and all correspondences, contracts,AGREEMENTs, appraisals, plans, designs, data, surveys, maps, spreadsheets, memoranda, stenographic or handwritten notes, reports, records, telegrams, schedules, diaries,notebooks, logbooks, invoices, accounting records,work sheets, charts, notes, drafts, scribblings, recordings,visual displays,photographs, minutes of meetings,tabulations, computations, summaries, inventories, and writings regarding conferences, conversations or telephone conversations, and any and all other taped,recorded,written, printed or typed matters of any kind or description; every copy of the foregoing whether or not the original is in the possession,custody, or control of the CONSULTANT, and every copy of any of the foregoing,whether or not such copy is a copy identical to an original, or whether or not such copy contains any commentary or notation whatsoever that does not appear on the original. Agreement Number: Local Agency A&E Professional Services Negotiated Hourly Rate Consultant Agreement Page 13 of 14 Revised 11/01/2017 For purposes of this AGREEMENT, "ESI"means any and all computer data or electronic recorded media of any kind, including"Native Files",that are stored in any medium from which it can be retrieved and examined, either directly or after translation into a reasonably useable form. ESI may include information and/or documentation stored in various software programs such as: Email, Outlook,Word, Excel,Access, Publisher, PowerPoint,Adobe Acrobat, SQL databases, or any other software or electronic communication programs or databases that the CONSULTANT may use in the performance of its operations. ESI may be located on network servers, backup tapes, smart phones, thumb drives, CDs,DVDs, floppy disks,work computers, cell phones, laptops or any other electronic device that CONSULTANT uses in the performance of its Work or SERVICES hereunder, including any personal devices used by the CONSULTANT or any sub-consultant at home. "Native files" are a subset of ESI and refer to the electronic format of the application in which such ESI is normally created,viewed, and/or modified The CONSULTANT shall include this section XX"Records Maintenance"in every subcontract it enters into in relation to this AGREEMENT and bind the sub-consultant to its terms,unless expressly agreed to otherwise in writing by the AGENCY prior to the execution of such subcontract. In witness whereof,the parties hereto have executed this AGREEMENT as of the day and year shown in the "Execution Date"box on page one(1)of this AGREEMENT. Signature Date July 10, 2018 Signature Date Any modification, change, or reformation of this AGREEMENT shall require approval as to form by the Office of the Attorney General. Agreement Number: Local Agency A&E Professional Services Negotiated Hourly Rate Consultant Agreement Page 14 of 14 Revised 11/01/2017 Exhibit A Scope of Work Project No. See attached. Agreement Number: Exhibit A-Local Agency A&E Professional Services Negotiated Hourly Rate Consultant Agreement Page 1 of 1 Revised 11/01/2017 EXHIBIT A-2 SCOPE OF WORK QUILCENE COMPLETE STREETS QUILCENE, WA Prepared for: - €ri-c Kuzma,Project Manager Jefferson County Prepared By: Scott Sawyer, PE, Principal/Project Manager Date prepared: July 10, 2018 Overview This scope of work includes participation in a third and final charrette with the County, and preparation of final engineering design plans, specifications, and estimates (PS&E) for the Quilcene Complete Streets, Phase 1 improvements along US Highway 101 in Quilcene, WA (see attached).The approximate limits of the project are from the Quilcene School to the Community Center(MP 294.6 to 295.0).The goal is to create a non-motorized compatible streetscape, within available project budget, to lower vehicle speeds, address safety concerns, establish a sense of place, and spur economic development. Improvements may include: • Sidewalks and bike lanes • Medians/pedestrian refuge areas • Pedestrian activated signals at crosswalks • Traffic signs and beacons • Pedestrian lighting • Transit stops and bike racks • Landscaping and street furniture • Curb and gutter • Stormwater Improvements • Raised table school frontage SCJ previously contracted with Jefferson County (County) to assist in two community charrettes and provide cost estimates for the preliminary designs presented at each charrette. The work will consist of the following phases: 1. Final Design Scoping 2. Project Management 3. Charrette Support 4. Geotechnical Study(by Landau) Quilcene Complete Streets July 10, 2018 Jefferson County Page 1 SCJ Alliance Exhibit A-2 -Scope of Work 5. Preliminary design 6. Agency coordination 7. Final design 8. Bidding Assistance 9. Construction Management(optional) 10. Quilcene Complete Streets Phase 2 Design (optional) Assumptions 1. The project is funded by the WSDOT Pedestrian and Bicycle Program.The State funds will be administered by WSDOT Local Programs, but Federal Aid requirements do not apply (including NEPA),since the grant program is State funding. 2. Together with the County hold the final charrette stage of the project. SO is providing support as directed by the County to the limits of the budget assumed. 3. The County has previously provided topographic survey(including a digital terrain model compatible with AutoCAD Civil 3D)and rights of way mapping. 4. SEPA documentation will not be required. It is assumed the project is exempt according to WAC 197-11-800 Section 2(d)and 23(b). 5. An archaeological resource inventory report will not be required.The County will fill out the forms for the Department of Archaeology and Historic Preservation (DAHP)to verify no additional reporting is required.The County will send the DAHP determination to the interested Tribes. 6. Right of way is not required.The County will secure any temporary rights for construction. 7. Management Reserve Fund will be used only upon County authorization. Phase 1 Final Design Scoping Task 1 Final Design Scoping 1) Final Design Scoping: Prepare scope and budget. Phase 1 Understanding • None. Phase 1 Deliverables • Scope and budget submitted via email in PDF format. Phase 2 Project Management This phase includes tasks to plan, manage, and administer the work; attend County project meetings; and provide quality assurance/quality control. Quilcene Complete Streets July 10, 2018 Jefferson County Page 2 SCJ Alliance Exhibit A-2 -Scope of Work Task 1 Project Management 1) Management: Manage the project by directing and supervising staff and reviewing work for the duration of the project. This management is for the overall work rather than specific tasks. 2) Schedule and Budget: Develop a critical path project schedule to match the scope of work. Review and update the schedule on a monthly basis. Monitor earned value and actual costs on a bi-weekly basis. Provide monthly billing statements to the County including overall budget and schedule confirmation and review for each progress billing period. 3) Bi-weekly Progress Reports: Prepare and submit a bi-weekly(every two weeks) progress report. Bi-weekly progress reports will show: (1) work performed last week, (2) work planned this week,(3)schedule and budget status(including a 3-line earned value chart), (4) a summary of scope changes/added value, and (5) items needed from the County and/or others. 4) Progress Billings: Prepare a monthly progress bill. Bills will show staff hours for each phase (i.e., Phase 1: Project Management). Task 2 Project Meetings 1) Project Status Meetings: Attend up to three meetings in Port Townsend to discuss the status of the project,present draft materials in progress,and coordinate with County staff. Meetings will be attended by the Consultant project manager. Task 3 Quality Assurance/Quality Control 1) Quality Control: Provide senior level review of task deliverables before submittals. 2) Quality Assurance: Audit quality check activities and documentation on a periodic basis. Phase 2 Understanding • Project management will be provided over an 8-month time frame and the estimated number of meetings and project coordination is reflected in the budget. • Progress billings will be submitted monthly to the County. Phase 2 Deliverables • Bi-weekly Progress Report submitted via email in PDF format. • Progress billings submitted monthly submitted via US Mail. • MS Project schedule updates submitted via email in PDF format. • Minutes for meetings submitted via e-mail in PDF format. Phase 3 Charrette Support This phase is for additional support beyond the support scoped and budgeted in the original contract. Quilcene Complete Streets July 10, 2018 Jefferson County Page 3 SG Alliance Exhibit A-2-Scope of Work Task 1 Charrette Support 1) Community Charrettes: Together with County hold a third community design charrette and provide input and technical resources. 2) Concept Design Cost Estimating: Prepare refinements to concept design and prepare concept-level project cost estimates as directed by the County. Phase 3 Understanding • Support for Task 1 will be as directed by the County,and the support is limited to budgets provided herewith. Phase 3 Deliverables • Concept layouts submitted via email in PDF format. • Concept-level project cost estimates submitted via email in PDF and MS Excel format. • Autoturn Analysis at each affected intersection and crosswalk refuge location. Phase 4 Geotechnical Study (Landau) Task 1 Geotechnical Study 1) Exploration: Review readily available published geologic maps and geotechnical reports for the project area. Coordinate the clearance of underground utilities at our proposed exploration areas. Mark exploration locations in the field and contact the Washington Utilities Coordinating Council's "One Call" locating service. Explore subsurface soil and groundwater conditions by advancing four borings. The borings will be advanced to 20 feet (ft) below ground surface (bgs) in areas of the highway shoulder that are without overhead power. Borings will be advanced in grass or gravel areas that do not require pavement patching. Monitor the borings, collect representative soil samples, and maintain detailed logs of the conditions observed. Subcontract the driller and arrange appropriate traffic control measures and plans. 2) Testing: Perform laboratory testing on selected samples obtained from the explorations. We anticipate our laboratory testing program will include 10 grain size distribution analyses, 10 moisture content determinations,and five hydrometers. 3) Report: Provide recommendations for earthwork and grading, including stripping depth, subgrade preparation, utility trench excavation, construction dewatering, the reuse of onsite materials and structural fill,and structural fill placement and compaction. Provide recommendations for onsite infiltration of stormwater in general accordance with the Department of Ecology, 2014 Stormwater Management Manual for Western Washington (SMMWW). We will provide infiltration rates in accordance with grain size correlations. Installation of monitoring wells and recording wintertime groundwater levels are excluded. Provide design recommendations for light pole foundations using WSDOT standard plans for steel light standard foundation types A and B. Prepare a geotechnical engineering report that presents conclusions and recommendations along with supporting data. Quilcene Complete Streets July 10, 2018 Jefferson County Page 4 SO Affiance Exhibit A-2 -Scope of Work Phase 4 Understanding • General right-of-way(ROW)permits will be provided by WSDOT at no cost.Obtaining the permit may take 4 weeks to a few months. • The exploration program will take 1 day to complete—allowable working hours are 8 AM to 5 PM. • The planned explorations do not include an environmental site assessment, and the site is assumed to be"clean,"with no hazardous or contaminated materials. • Traffic control services will be limited to warning signs,cones,and shoulder closure work. Flagging costs are excluded. • Field infiltration tests(e.g.,pilot infiltration tests)are excluded. • Retaining walls are not anticipated. Phase 4 Deliverables • Draft and final geotechnical technical memorandum submitted via email in PDF format. Phase 5 Preliminary Design Task 1 Preliminary Design 1) Roadway Layout: Prepare horizontal and vertical layout for the roadway, sidewalk, bike lane, and landscape buffers based on the Phase 1 concept design. 2) Stormwater: Layout the collection/conveyance system. Prepare a basin analysis and quantify the amount of runoff. Identify and site water quality treatment and flow control facilities. Prepare a technical memorandum documenting the stormwater design for the project. 3) Utility Cnnrdinatinn: Identify utilities requiring relnratinn and notify the County. Prepare a brief technical memorandum documenting potential conflicts. Coordinate with utility providers for relocations prior to or during construction. 4) Plan for Approval: Prepare a Plan for Approval(PFA)for channelization for highway 101, from mile post 294.6 to 294.8. The PFA will be prepared in accordance with WSDOT Olympic Region Plan for Approval Checklist. 5) Rectangular Rapid Flashing Beacons and Radar Speed Signs: Site two solar powered Rectangular Rapid Flashing Beacons (RRFB's) and two Radar Speed signs along Highway 101. 6) Preliminary Plans: Prepare the following plan sheets: • Cover Sheet(1 sheet) • Horizontal Alignment Plan(1 sheet) • Roadway Sections(1 sheet) • Removal Plans(2 sheets @ 30 scale) • Roadway and Drainage Plan and Profiles(2 sheets @ 30 scale) • Channelization and Signing(2 plan sheets @ 30 scale and 1 detail sheet) • Illumination Plan(1 sheets @ 30 scale) • Raised Table School Frontage (1 sheet) Quilcene Complete Streets July 10, 2018 Jefferson County Page 5 SO Alliance Exhibit A-2 -Scope of Work 7) Preliminary Cost Estimate: Prepare a preliminary project cost estimates for the proposed improvements to compare to available funding. 8) Basis of Design Technical Memorandum: Prepare a technical memorandum to document the basis for design and major design decisions. Phase 5 Understanding • Stormwater design will be based on the Department of Ecology, 2014 Stormwater Management Manual for Western Washington (SMMWW). Phase 5 Deliverables • Stormwater Technical Memorandum submitted via email in PDF format. • Utility Conflict Technical Memorandum submitted to County via email in PDF format. • Plan for Approval submitted to WSDOT(hard copy size and numbers in accordance with the Plan for Approval Checklist). • Preliminary Plans submitted to County via email and Bluebeam Studio in PDF format. • Preliminary Project Cost Estimate submitted to County via email and Bluebeam Studio in PDF format. • Basis of Design Technical Memorandum submitted to County via email in PDF format. Phase 6 Agency Coordination Task 1 WSDOT Review 1) 1st PFA Submittal: Submit the Plan for Approval (PFA) to WSDOT for review and attend one comment disposition meeting. 2) 2nd PFA/Pre-Mylar Submittal:Revise PFA,respond to WSDOT comments in matrix format, and submit Pre-Mylar PFA to WSDOT for review. 3) 3rd PFA/Mylar Submittal: Make final revisions to PFA per WSDOT comments and submit Mylar PFA to WSDOT for approval. 4) 1st FPS Review: Submit 90% plans, special provisions, and estimate (Full Package Submittal)to WSDOT Highway and Local Programs and WSDOT Development Services for review and attend one comment disposition meeting. 5) Final FPS Review: Submit final plans, special provisions, and estimate (Full Package Submittal)to WSDOT Highway and Local Programs and WSDOT Development Services for review and attend one comment disposition meeting. 6) Coordination: Attend up to three additional meetings with WSDOT to process approvals. Document action items/decisions from each meeting. Phase 6 Understanding • Budgets for preparation of the Plan for Approval, 90% Full Package Submittal, and Final Full Package Submittal are included in Phases 5 and 7. Quilcene Complete Streets July 10,2018 Jefferson County Page 6 SO Alliance Exhibit A-2-Scope of Work Phase 6 Deliverables • None: Deliverables to WSDOT Local Programs, WSDOT Development Services, and Jefferson County are accounted for in Phases 5 and 7. Phase 7 Final Design Task 1 Final Design 1) Utility Conflicts: Identify utilities requiring relocation and notify the COUNTY. Prepare a brief technical memorandum documenting potential conflicts. 2) Roadway Layout: Finalize horizontal and vertical alignment of roadway per comments received during Phase 5. Provide detailed grading of access ramps and the raised table school frontage.Create a proposed surface model to calculate earth work and determine cut/fill limits. 3) Stormwater: Finalize collection,conveyance,flow control,and treatment design. 4) Flashing Beacons: Coordinate with vendors on the final design,siting,and specifications. 5) Basis for Design Technical Memorandum: Update the technical memorandum to document the basis for design and major design decisions. Task 2 PS&E Documents 1) Prepare the following 90%plans: • Cover Sheet(1 sheet) • Summary of Quantities(1 sheet) • Horizontal Alignment Plan (1 sheet) • Roadway Sections(1 sheet) • Removal Plans(2 sheets @ 30 scale) • Temporary Erosion and Sediment Control (2 sheets @ 30 scale) • Roadway and Drainage Plan and Profiles(2 sheets @ 30 scale) • Access Ramp Grading and Raised Table School Frontage(2 sheets @ 20 scale) • Paving Plans(2 sheets @ 30 scale) • Channelization and Signing(2 plan sheets @ 30 scale and 1 detail sheet) • Sign Specification Sheet(1 sheet) • Illumination Plans(1 sheet @ 30 scale and 1 detail sheet) • Traffic Control Plans(3 sheets @ 50 scale) 2) 90% Engineer's Estimate: Develop quantities based on the 90% plans. Assign unit costs for quantified item and assign lump sum costs to other items based on professional judgment.Develop a 90%construction cost estimate that includes a 10%contingency 3) 90% Contract Documents: Write specifications for all non-standard items. Compile the WSDOT current Amendments, General Provisions, and the special provisions(Divisions 1 thru 9) into one Project Manual document. Quilcene Complete Streets July 10, 2018 Jefferson County Page 7 SO Alliance Exhibit A-2 -Scope of Work 4) Final Comment Resolution: Respond to 90% review comments in Bluebeam Studio. Attend one meeting with the County to resolve comments from the 90%review. 5) Final Plans: Update the plans per the 90%review comments. 6) Final Engineer's Estimate: Update the quantities to reflect the plan updates.Prepare Unit Price Worksheet including item descriptions, unit, quantity, and cost. Update the engineer's estimate with revised quantities. Provide Microsoft Excel version in County format. 7) Final Contract Documents: Assemble the General Provisions,Special Provisions,and Unit Price Worksheet into one Project Manual document. Provide in Microsoft Word format. 8) Back-up Quantity Calculations:Provide back-up quantity calculations for all calculated bid items. Phase 7 Understanding • The RRFB's and Radar Speed signs will be shown on the Channelization and Signing Plans. • The County will provide front end bidding documents for the Project Manual. • Disturbed areas will be restored with sod and/or seeding with no permanent irrigation. Specifications will require the contractor to water and establish the sod and/or seeding areas. Phase 7 Deliverables • 90% PS&E submitted to WSDOT Local Programs on 11x17 paper (2 copies), WSDOT Development Services on 11x17 paper (10 copies) and to the County via email and Bluebeam Studio in PDF format. • Final PS&E submitted to WSDOT Local Programs on 11x17 paper (2 copies), WSDOT Development Services on 11x17 paper (10 copies) and to the County via email in PDF format. • Approved PS&E submitted via email in PDF format. • AutoCAD base files for the design described above. • Specifications in MS Word format and estimate in MS Excel format. • Bid item back-up quantity calculations. Phase 8 Bidding Services Task 1 Bidding Services 1) Bidding Services: Support County staff during the bidding period as directed. For budget purposes, 16 hours of support are assumed. Quilcene Complete Streets July 10, 2018 Jefferson County Page 8 SCJ Alliance Exhibit A-2 —Scope of Work Phase 9 Construction Management (optional) Phase 10 Quilcene Complete Streets Phase 2 Design (optional) END OF SCOPE OF SERVICE N:\Projects\0726 Jefferson County\0726.02 Quilcene Complete Streets\Contract\Amendments\Amendment No. 2 - Phase 1 PS&E\2018-0613_quilcene_scope.docx Quilcene Complete Streets July 10, 2018 Jefferson County Page 9 Exhibit B DBE Participation/SBE Plan In the absents of a mandatory UDBE, a voluntary SBE goal amount of ten percent of the Consultant Agreement is established. The Consultant shall submit a SBE Participation Plan prior to commencing work. Although the goal is voluntary, the outreach efforts to provide SBE maximum practicable opportunities are not. N/A Agreement Number: Exhibit B-Local Agency A&E Professional Services Negotiated Hourly Rate Consultant Agreement Page 1 of 1 Revised 11/01/2017 Exhibit C Preparation and Delivery of Electronic Engineering and Other Data In this Exhibit the agency, as applicable, is to provide a description of the format and standards the consultant is to use in preparing electronic files for transmission to the agenc . 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 N/A B. Roadway Design Files AutoCAD and Civil 3D v2018 C. Computer Aided Drafting Files AutoCAD and Civil 3D v2018 Agreement Number: Exhibit C-Local Agency A&E Professional Services Negotiated Hourly Rate Consultant Agreement Page 1 of 4 Revised 11/01/2017 • D. Specify the Agency's Right to Review Product with the Consultant Jefferson County has the right to review product at the offices of SCJ Alliance at anytime with 48 hours notice (business days). E. Specify the Electronic Deliverables to Be Provided to the Agency Deliverables will be submitted in PDF,Word,Excel and/or BlueBeam format as noted in the Scope of Work (Attachment A). F. Specify What Agency Furnished Services and Information Is to Be Provided Jefferson County will provide information via email or NTP site for larger files. Agreement Number: Exhibit C-Local Agency A&E Professional Services Negotiated Hourly Rate Consultant Agreement Page 2 of 4 Revised 11/01/2017 II. Any Other Electronic Files to Be Provided Bid Item Quantity Calculations III. Methods to Electronically Exchange Data Electronic files will be transmitted via email or FTP site. Exhibit C-Local Agency A&E Professional Services Negotiated Hourly Rate Consultant Agreement Page 3 of 4 Revised 11/01/2017 A. Agency Software Suite Microsoft Office AutoCAD BlueBeam B. Electronic Messaging System Outlook(Jefferson County) and Gmail (SCJ) C. File Transfers Format FTP site. Exhibit C-Local Agency A&E Professional Services Negotiated Hourly Rate Consultant Agreement Page 4 of 4 Revised 11/01/2017 Exhibit D Prime Consultant Cost Computations See attached. Agreement Number: Exhibit D-Local Agency A&E Professional Services Negotiated Hourly Rate Consultant Agreement Page 1 of 1 Revised 11/01/2017 • Consultant Labor Hour Estimate-Exhibit D-2 SCI Alliance d client Jefferson County Sr i At,qNC? Project Quilcene Complete Streets PS&E mb e: 0726.03 rut a: 2018-0710_9uilcene_tee.elsm Pony sloe WPitneY Mats Peddle all mesa Task No. Task Description Sr Principal nci00 pal Project Senior Design Landscape ProJett EMP Cat 6 CUP Cor 7 EMP Cat 8 EMP Gat 9 EMP Cot Total Consultant Engineer) Designer Engineer 4rcM1itettj Coordi 30 Phase 01 Final Design Scoping Task 01 Final Design Scoping I Final Design Scoping 2.0 6.0 1.0 9.0 Subtotal Hours: 2.0 6.0 1.0 9.0 Total Phase Hours: 2.0 6.0 1.0 9.0 Total Phase Direct Labor: $158.00 5234.00 532.00 $424.00 Phase 02 Project Management Task 01 Project Management 1 Management 6.0 6.0 12.0 2 Schedule and Budget 6.0 6.0 12.0 3 81-weekly Progress Reports 8.0 8.0 16.0 4 Progress Billings 2.0 6.0 8.0 Subtotal Hours: 20.0 22.0 6.0 48.0 Task 02 Project Meetings 1 Project Meetings 12.0 12.0 Subtotal Hours: 12.0 12.0 • Task 03 Quality Assurance/Quality Control 1 Quality Control 6.0 6.0 2 Quality Assurance 1.0 1.0 Subtotal Hours: I0 6.0 7.0 • Total Hours All Tasks: 1.0 38.0 22.0 6.0 67.0 Total Direct Labor Estimate $109.00 53,002.00 $990.00 $192.00 $4,293.00 Phase03 Charette Support Task 01 Clarrette Support 1 Concept Design Cost Estimating 12.0 16.0 28.0 Subtotal Hours: 12.0 16.0 28.0 Total Hours All Tasks: 12.0 16.0 28.0 Total Direct Labor Estimate $948.00 $624.00 $1,172.00 Phase 04 Geotechnical Study(Landau) Phase 05 Preliminary Design . Task 01 Preliminary Design 1 Roadway Layout 1.0 20.0 25,0 2 Stormwater 1.0 24.0 25.0 3 Utility Coordination 8.0 8.0 4 Plan for Approval 16.0 16.0 5 School Zone Flashing Beacons 8.0 80 6 Cover Sheet 2.0 2.0 7 Horizontal Alignment Plan 1.0 6.0 7.0 8 Roadway Sections 1.0 6.0 7.0 9 Removal Plans 6.0 6.0 10 Roadway Drainage Plan and Profiles 2.0 6.0 8.0 11 Channelization and Signing 2.0 8.0 10.0 12 Illumination Plan 4.0 4.0 13 Preliminary Cost Estimate 1.0 40 12.0 4.0 21.0 14 Basis of Design Technical Memorandum 1.0 12.0 13.0 Subtotal Hours: 4.0 30.0 100.0 26.0 160.0 Total Phase Hours: 4.0 30.0 100.0 26.0 160.0 Total Phase Direct Labor: $316.00 $1,350.00 $3.900.00 $780.00 56,346.00 1 of 2 7/ta/201e Consultant Labor Hour Estimate-Exhibit 0-2 SCl Alliance came Jefferson County %Ca `...L,Ann-F Prolan: Quiicene Complete itreets'S&d lob 0, 0726.03 Faem. 2018-0710_4uilcene fee.xbm Perry Nan Manny Men totemic 4a NW. Task Na Task Description .Sr Principal P''''''P''' Project Senior Design Landscape Project EMP Cot 6 EMP Cot 7 EMP Cot 8 EMP Cot 9 EMP Total Consultant Engineer Designer Engineer Architect Coo/dl10 Phase 06 Agency Coordination Task 01 WSOOT Review 1 1st PFA Submittal 1.0 3.0 4.0 2 2nd PFA/Pre-Mylar Submittal 2.0 2.0 3 3rd PFA/Mylar Submittal 1.0 1.0 4 1st FPS Review 1.0 3.0 4.0 S Final FPS Review LO 3.0 4.0 6 Coordination 2.0 4.0 6.0 Subtotal Hours: 5.0 16.0 210 Total Phase Hours: 5.0 16.0 - 210 Total Phase Direct tabor: $395.00 $624.00 51,019.00-- Phase 07 Final Design Task 01 Final Design 1 Utility Conflicts 1.0 8.0 9.0 2 Roadway Layout 2.0 21.0 26.0 3 Stormwater LO 12.0 13.0 4 Flashing Beacons 4.0 4.0 5 Basis for Design Report 8.0 &0 Subtotal Hours: 4.0 12.0 .14.0 600 Task 02 PS&E Documents 1 F10%Plans Cover Sheet 211 2.0 Summary of Quantmes 10 10 Horizontal Alignment Plan 10 2.0 3.0 Roadway Sections 4.0 8.0 12.0 Removal Pfans 12.0 12.0 Temporary Erosion and Sediment Control 16.0 4.0 WO Roadway and Drainage Plan and Profile 16.0 20.0 360 Access Ramp Grading and Raised Table School Frontage 10.0 20.0 Paving Plans 4.0 12.0 16.0 Channelirauon and Signing 2.0 120 14.0 Sign Soecihcation Sheet 2.0 8.0 10.0 Illumination Plans 8.0 8.0 Traffic Control Plans SA 12.0 20.0 2 90%Engineer's Estimate 10 4.0 16.0 8.0 4.0 33.0 3 90%Contract Documents 2.0 2.0 32.0 36.0 4 Final Comment Resolution 1.0 2.0 4.0 7.0 5 Final Plans 2.0 8.0 12.0 12.0 34.0 6 Final Engineer's Estimate LO 2.0 4.0 7.0 7 Final Contract Documents 2.0 2.0 8.0 2.0 14.0 Subtotal Hours: 9.0 52.0 164.0 74.0 G.0 305.0 Total Hours All Taska 13.0 64.0 208.0 74.0 6.0 365.0 Total Direct Labor Estimate 51.027.00 $2,880.00 $8,112.00 $2,220.00 $204.00 514,443.00 Phase 08 Bidding Services Task 01 Bidding Services 1 Bidding Services 2.0 2.0 8.0 12.0 Subtotal Hours: 2.0 2.0 8.0 12.0 Total Phase Hours: 2.0 2.0 8.0 120 Total Phase Direct Labor. $158.00 $90.00 $312.00 $56000 Total Hours All Phases 1.0 76.0 118.0 3540 100.0 6.0 7 0 662.0 Total Direct Labor Estimate All Phases 5109.00 $6,004.00 55,310.00 013,806.00 53,000.00 5204.00 5224.00 $28,657.00 i of 2 ?/t00008 Consultant Fee Determination-Exhibit D-1 SCJ Alliance Client: Jefferson County Project: Quilcene Complete Streets PS&E Job#: 0726.03 File#: 2018-0710_quilcene_fee.xlsm Consultant Fee Determination DIRECT SALARY COST Discipline Hours Rate Amount Sr Principal Consultant 1.0 $109.00 $109 Principal 76.0 $79.00 $6,004 Project Engineer I 118.0 $45.00 $5,310 Senior Designer 354.0 $39.00 $13,806 Design Engineer 100.0 $30.00 $3,000 Landscape Architect I 6.0 $34.00 $204 Project Coord I 7.0 $32.00 $224 Subtotal: 662.0 Total Direct Salary Cost $28,657 OVERHEAD Overhead Rate: 165.35% Direct Salary Cost: $28,657 Overhead Cost $47,384 FIXED FEE Fixed Fee Rate: 32.00% Direct Salary Cost: $28,657 Fixed Fee Cost $9,170 TOTAL SALARY COST Total Salary Cost $85,212 SUBCONSULTANTS(Yes or No) Yes Phase 4 Geotechnical Study Landua $19,801 Subconsultant Fee $19,801 Subconsultant Markup: 0% $0 Total Subconsultants $19,801 REIMBURSABLES Copies,Reproductions,el 1.0% of Total Salary Cost $852 Mileage: 1,200 miles at $0.540 $648 Total Expenses: $1,500 SUBTOTAL(SALARY,SUBCONSULTANTS AND EXPENSES) Subtotal(Salary,Subconsultants and Expenses) $106,513 MANAGEMENT RESERVE FUND(MRF) Management Reserve 5.0% of Subtotal $5,326 Total Estimated Budget: $111,838 7/10/2018 Page 1 Washington State Transportation Building -,/ Department of Transportation 310 Maple Parte Avenue S.E. PO.Sox 47300 Olympia,WA 98504-7300 380-705-7000 TTY:1-800-833-6388 www.wsdot.wa.gov July 20, 2017 Shea, Carr, &Jewell, Inc. (dba SCJ Alliance) 8370 Tallon Lane NE, Suite 200 Lacey,WA 98516-6642 Subject: Acceptance FYE 2016 ICR—CPA Report Dear Ms. Lisa Hicks: We have accepted your firms FYE 2016 Indirect Cost Rate(ICR)of 165.35%based on the "Independent CPA Report," prepared by CPA Consulting, Inc.. This rate will be applicable for WSDOT Agreements and Local Agency Contracts in Washington only. This rate may be subject to additional review if considered necessary by WSDOT.Your ICR must be updated on an annual basis. Costs billed to agreements/contracts will still be subject to audit of actual costs, based on the terms and conditions of the respective agreement/contract. This was not a cognizant review. Any other entity contracting with the firm is responsible for determining the acceptability of the ICR. If you have any questions,feel free to contact our office at (360) 705-7019 or via email consultantrates@wsdot.wa.gov. Regards; ERIK K. JONSON Manager, Consultant Services Office EKJ:kms Acceptance ICR CPA Report Exhibit E Sub-consultant Cost Computations There isn't any sub-consultant participation at this time.The CONSULTANT shall not sub-contract for the performance of any work under this AGREEMENT without prior written permission of the AGENCY. Refer to section VI"Sub-Contracting"of this AGREEMENT. See attached. Agreement Number: Exhibit E-Local Agency A&E Professional Services Negotiated Hourly Rate Consultant Agreement Page 1 of 1 Revised 11/01/2017 Exhibit E-1 Subconsultant Fee Determination-Summary Sheet (Mandatory when Subconsultants are utilized) Project:Quilcene Complete Streets Subconsultant: Landau Associates,Inc. Direct Salary Cost(DSC): Classification Hours X Rate = Cost Principal 5 X $77.40 $387.00 Senior Project Engineer 50 X $38.46 $1,923.00 Senior Staff EIT 30 X $32.00 $960.00 Project Coordinator 7 X $31.25 $218.75 Support Staff 2 X $24.04 $48.08 CAD/GIS Technician 2 X $31.25 $62.50 X $0.00 $0.00 X $0.00 $0.00 X $0.00 $0.00 X $0.00 $0.00 X $0.00 $0.00 X $0.00 $0.00 X $0.00 $0.00 Total Direct Salary — $3,599.33 Overhead Cost @ 212.53%of Direct Labor Cost(c) = $7,649.66 Profit @ 32%of Direct labor Cost = $1,151.79 Total Direct Labor = $12,400.77 Reimbursables: Mileage and Field Equip $400.00 Locates and Traffic Controls $850.00 Drilling $4,500.00 Laboratory Testing $1,650.00 Subconsultant Total = $19,800.77 Prepared By: Calvin McCaughan Date: 6/10/2018 Exhibit E-2 Subconsultant Fee Determination-Summary Sheet (Specific Rates of Pay) Fee Schedule Subconsultant Landau Associates,Inc. Hourly Rate Overhead @ Profit @%32 Rate Per Discipline or Job Title /0212.53 Hour Principal 77.40 164.21 24.77 266.38 Senior Project Engineer 38.46 81.74 12.31 132.51 Senior Staff EIT 32.00 68.01 10.24 110.25 Project Coordinator 31.25 66.42 10.00 107.67 Support Staff 24.04 51.09 7.69 82.82 CAD/GIS Technician 31.25 66.42 10.00 107.67 DOT 140-089 EF Exhibit E-2 8/07 Washington State Transportation Building VIIF Department of Transportation 310 Maple Park Avenue S.E. P.O.Box 47300 Olympia WA 98504-7300 360-705-7000 TTY: 1-800-833-6388 www.wsdot.wa,gov November 13, 2017 Landau Associates, Inc. 130-2"d Avenue South Edmonds,WA 98020 ----_- - Subject: Acceptance FYF. 2017 ICR —CPA Report Dear Mr. Dennis Hobbs: We have accepted your firms FYE 2017 Indirect Cost Rate (ICR)of 212.53% based on the "Independent CPA Report," prepared by T. Wayne Owens, CPA. This rate will be applicable for WSDOT Agreements and Local Agency Contracts in Washington only. This rate may be subject to additional review if considered necessary by WSDOT.Your ICR must be updated on an annual basis. Costs billed to agreements/contracts will still be subject to audit of actual costs, based on the terms and conditions of the respective agreement/contract. This was not a cognizant review. Any other entity contracting with the firm is responsible for determining the acceptability of the ICR. If you have any questions, feel free to contact our office at (360) 705-7019 or via email consultantrates @ wsdot.wa.gov-. Regards; ERIK K.JONSON Manager, Consultant Services Office EKJ:kms Acceptance ICR CPA Report • Exhibit F 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 this 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 this 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 a sub-contract, including procurement of materials or leases of equipment, each potential sub- consultant or supplier shall be notified by the CONSU TANT 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 the AGENCY, the 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, the 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's non-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 this AGREEMENT until the CONSULTANT complies, and/or; • Cancellation, termination, or suspension of this AGREEMENT, in whole or in part. 6. Incorporation of Provisions: The CONSULTANT shall include the provisions of paragraphs (1) through (5) in every subcontract, 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 STATE, the AGENCY, 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 a sub-consultant or supplier as a result of such direction, the CONSULTANT may request the AGENCY enter into such litigation to protect the interests of the STATE and/or the AGENCY and, in addition, the CONSULTANT may request the United States enter into such litigation to protect the interests of the United States. Agreement Number: Exhibit F-Local Agency A&E Professional Services Negotiated Hourly Rate Consultant Agreement Page 1 of 1 Revised 11/01/2017 Exhibit G Certification Document Exhibit G-1(a) Certification of Consultan Exhibit G-1(b) Certification of Exhibit G-2 Certification Regarding Debarment, Suspension and Other Responsibility Matters - Primary Covered Transactions Exhibit G-3 Certification Regarding the Restrictions of the Use of Federal Funds for Lobbyin Exhibit G-4 Certificate of Current Cost or Pricing Dat Agreement Number: Exhibit G-Local Agency A&E Professional Services Negotiated Hourly Rate Consultant Agreement Page 1 of 1 Revised 11/01/2017 Exhibit G-1(a) Certificatio of Consultant I hereby certify that I am the and duly authorized representative of the firm of Shea, Carr& Jewell,Inc. whose address is 8730 Tallon Lane NE, Suite 200,Lacey,WA 98516 and that neither the above firm nor I have a) Employed or retained for a commission,percentage, brokerage, contingent fee, or other consideration, any firm or person(other than a bona fide employee working solely for me or the above CONS TANT) to solicit or secure this AGREEMENT; b) Agreed, as an express or implied condition for obtaining this contract, to employ or retain the services of any firm or person in connection with carrying out this AGREEMENT; or c) Paid, or agreed to pay, to any firm, o ganization or person(other than a bona fide employee working solel for me or the above CONSULTANT) any fee, contribution, donation, or consideration of any kind for, or in connection with,procuring or carrying out this AGREEMENT; except as hereby expressly stated(if any); I acknowledge that this certificate is to be furnished to the Washington Department of Transportation 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. Shea,Carr&Jewell, Inc. Consultant(Firm Name) July 10, 2018 Signature(Authorized Official of Consultant) Date Agreement Number: Exhibit G-Local Agency A&E Professional Services Negotiated Hourly Rate Consultant Agreement Page 1 of 1 Revised 11/01/2017 Exhibit G-1(b) Certificatio of Jefferson County I hereby certify that I am the: ❑ Other of the Jefferson County , and 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; o b) Pay, or agree to pay,to any firm, person, or o ganization, any fee, contribution, donation, or consideration of any kind; except as hereby expressly stated(if any): I acknowledge that this certificate is to be furnished to the Washington 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. Signature Date Agreement Number: Exhibit G-Local Agency A&E Professional Services Negotiated Hourly Rate Consultant Agreement Page 1 of 1 Revised 11/01/2017 Exhibit G-2 Certificatio Regarding Debarment, Suspension and Other Responsibility Matters - Primary Covered Transactions I. 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 a three (3)year period preceding this proposal been convicted of or had a civil judgment rendered against them for commission of fraud or a criminal offense in connection with obtaining, attempting to obtain, or performing a public (Federal, State, or local)transaction or contract under a public transaction;violation of Federal or State anti-trust statues or commission of embezzlement, theft, forgery, bribery,falsification or destruction of records, making false statements, or receivin stolen property; C. Are not presently indicted for or otherwise criminally or civilly charged by a governmental entity (Federal, State, or local)with commission of any of the offenses enumerated in paragraph(1)(b) of this certification; an D. Have not within a three (3)year period preceding this application/proposal had one or more public transactions (Federal, State and 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. Shea, Carr& Jewell,Inc. Consultant(Firm Name) July 10, 2018 Signature(Authorized Official of Consultant) Date Agreement Number: Exhibit G-Local Agency A&E Professional Services Negotiated Hourly Rate Consultant Agreement Page 1 of 1 Revised 11/01/2017 Exhibit G-3 Certificatio Regarding the Restrictions of the Use of Federal Funds for Lobbying The prospective participant certifies,by signing and submitting this bid or proposal, to the best of his or her knowledge and belief, that: 1. No Federal appropriated funds have been paid or will be paid,by or on behalf of the undersigned, to any person for influencing or attempting to influence an officer or employee of any Federal age , a Member of Congress, an officer or employee of Congress, or any employee of a Member of Congress in connectio with the awarding of any Federal contract, the making of any Federal grant, the making of any Federal loan, the entering into of any cooperative AGREEMENT, and the extension, continuation,renewal, amendment, or modification of Federal contract,grant, loan or cooperative AGREEMENT. 2. If any funds other than Federal appropriated funds have been paid or will be paid to any person for influencing or attempting to influence an officer or employee of any Federal age , a Member of Congress, anofficeror employee-ofeongress or an-emplo-yee-of a Member of-Congress in connectio^ w th-thi Federal contract, grant, loan or cooperative AGREEMENT, the undersigned shall complete and submit Standard Form-LLL, "Disclosure Form to Report Lobbying,"in accordance with its instructions. This certification is a material representation of fact upon which reliance was placed when this transactio was made or entered into. Submission of this certification is a prerequisite for making or entering int this transaction imposed by Section 1352,Title 31, U.S. Code. Any person who fails to file the require certification shall be subject to a civil penalty of not less than$10,000.00, and not more than$100,000.00 for each such failure. The prospective participant also agrees by submitting his or her bid or proposal that he or she shall require that the language of this certification be included in all lower tier sub-contracts, which exceed$100,000 and that all such sub-recipients shall certify and disclose accordingly. Shea, Carr&Jewell, Inc. Consultant(Firm Name) July 10, 2018 Signature(Authorized Official of Consultant) Date Agreement Number: Exhibit G-Local Agency A&E Professional Services Negotiated Hourly Rate Consultant Agreement Page 1 of 1 Revised 11/01/2017 • Exhibit G-4 Certificat of Current Cost or Pricing Data This is to certify that,to the best of my knowledge and belief, the cost or pricing data(as defined in section 2.101 of the Federal Acquisition Regulation (FAR)and required under FAR subsection 15.403-4) submitted, either actually or by specific identification in writing, to the Contracting Officer or to the Contracting Officer's representative in support of * are accurate, complete, and current as of **. This certification includes the cost or pricing data supporting any advance AGREEMENT's and forward pricing rate AGREEMENT's between the offer or and the Government that are part of the proposal. Firm: Signature Title Date of Execution***: • *Identify the proposal,quotation,request for pricing adjustment,or other submission involved,giving the appropriate identifying number(e.g.project title.) **Insert the day,month,and year,when price negotiations were concluded and price AGREEMENT was reached. ***Insert the day,month,and year,of signing,which should be as close as practicable to the date when the price negotiations were concluded and the contract price was agreed to. Agreement Number: Exhibit G-Local Agency A&E Professional Services Negotiated Hourly Rate Consultant Agreement Page 1 of 1 Revised 11/01/2017 Exhibit H Liability Insurance Increase To Be Used Only If Insurance Requirements Are Increased The professional liability limit of the CONSULTANT to the AGENCY identified in Section XII, Legal Relations and Insurance of this Agreement is amended to$N/A . The CONSULTANT shall provide Professional Liability insurance with minimum per occurrence limits in the amount of$N/A • Such insurance coverage shall be evidenced by one of the following methods: • Certificate of Insurance • Self-insurance through an irrevocable Letter of Credit from a qualified financial institutio Self-insurance through documentation of a separate fund established exclusively for the payment of professional liability claims, including claim amounts already reserved against the fund, safeguards established for payment from the fund, a copy of the latest annual financial statements, and disclosure of the investment portfolio for those funds. Should the minimum Professional Liability insurance limit required by the AGENCY as specified above exceed $1 million per occurrence or the value of the contract,whichever is greater, then justification shall be submitted to the Federal Highway Administration (FHWA) for approval to increase the minimum insurance limit. If FHWA approval is obtained,the AGENCY may,at its own cost,reimburse the CONSULTANT for the additional professional liability insurance required. Notes: Cost of added insurance requirements: $N/A _ • Include all costs, fee increase, premiums. • This cost shall not be billed against an FHWA funded project. • For final contracts, include this exhibit N/A Agreement Number: Exhibit H-Local Agency A&E Professional Services Negotiated Hourly Rate Consultant Page 1 of 1 Agreement Revised 11/01/2017 Exhibit 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 th 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 Local Programs Engineer should be informed and involved in these procedures. (Note: The Director of Public Works or Agency Engineer may appoint an agency staff person other than the project manager,who has not been as directly involved in the project, to be responsible for the remaining steps in these procedures.) Step 2 Project Manager Documents the Alleged Consultant Design Error(s) After discussion of the 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 manager 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 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 error(s) issue be forwarded to 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. Agreement Number: Exhibit l-Local Agency A&E Professional Services Negotiated Hourly Rate Consultant Agreement Page 1 of 2 Revised 11/01/2017 Step 5 Forward Documents to Local Programs For federally funded projects all available information, including costs, should be forwarded through the Region Local Programs Engineer to LP for their review and consultation with the FHWA. 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 necessar , LP will request assistance from the Attorney General's Office for legal interpretation. 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 reflec the agreed upon resolution. 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. Agreement Number: Exhibit I-Local Agency A&E Professional Services Negotiated Hourly Rate Consultant Agreement Page 2 of 2 Revised 11/01/2017 � a Exhibit J Consultant Claim Procedures The purpose of this exhibit is to describe a procedure regarding claim(s) on a consultant agreement. The following procedures should only be utilized on consultant claims greater than $1,000. If the consultant's 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 clai • 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 wit the additional work; and • Explanation as to why the consultant believes the additional work was outside of the agreement scope of work. Step 2 Review by Agency Personnel Regarding the Consultant's Claim for Additional Compensation After the consultant has completed step 1, the next step in the process is to forward the request to the Agency's project manager.The project manager will review the consultant's claim and will met with the Director of Public Works or Agency 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 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 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. If the Agency does not agree with the consultant's claim,proceed to step 3 of the procedures. Agreement Number: Exhibit J-Local Agency A&E Professional Services Negotiated Hourly Rate Consultant Agreement Page 1 of 2 Revised 11/01/2017 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 clai • Any correspondence that directed the consultant to perform the additional work; • Agency's summary of direct labor dollars, overhead costs,profit and reimbursable costs associate 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 • eCecommendations 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 Conunission approval (as appropriate to agency dispute resolution procedures). If the project involves federal participation, obtain concurrence from WSDOT Local Programs and FI-IWA 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 Agreement Number: Exhibit J-Local Agency A&E Professional Services Negotiated Hourly Rate Consultant Agreement Page 2 of 2 Revised 11/01/2017 Client#: 116497 SHEACARR ;D ACORDr. CERTIFICATE OF LIABILITY INSURANCE DATE(MMDIYVVI) 7/09/2018D THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER.THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND,EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW.THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S),AUTHORIZED REPRESENTATIVE OR PRODUCER,AND THE CERTIFICATE HOLDER. IMPORTANT:If the certificate holder is an ADDITIONAL INSURED,the policy(ies)must have ADDITIONAL INSURED provisions or be endorsed. If SUBROGATION IS WAIVED,subject to the terms and conditions of the policy,certain policies may require an endorsement.A statement on this certificate does not confer any rights to the certificate holder in lieu of such endorsement(s). PRODUCER NAME:CT Debbie Winston Propel Insurance PHONE 800 499-0933 FAX (A/C,No,Ext): (A/c,No):866 577-1326 Tacoma Commercial Insurance E-MAILDSS: debbie.winston@propelinsurance.com 1201 Pacific Ave, Suite 1000 INSURER(S)AFFORDING COVERAGE NAIL! Tacoma,WA 98402 INSURER A:Continental Casualty Company .20443 1 INSURED INSURER B:American Casualty Co of Reading PA 20427 Shea,Carr&Jewell Inc dba SCJ Alliance I INSURER C: 8730 Tallon Lane NE,Suite 200 Lacey,WA 98516 INSURER O. INSURER E: INSURER F: COVERAGES CERTIFICATE NUMBER: REVISION NUMBER: THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT 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 ADOLSUBR POU V EFF ! POLIcY E�7X(pp LTR - TYPE OF INSURANCE INSR WYD POUCY NUMBER (MM/D �AIMIDD/YYl 1f7 UNITS A X COMMERCIAL GENERAL UABIUTY X X 2090667295 06/15/2018 06/15/2019 EES(EACH�OECCpURRENCE $2,000,000 CLAIMS-MADE I XPREMIS OCCUR , Ea�n°nce) $300,000 J 1 1 MED EXP(Any one person) $10,000 PERSONAL&ADV INJURY i s2,000,000 GEN'L AGGREGATE LIMIT APPLIES PER: 1 GENERAL AGGREGATE 1$4,000,000 IPOLICY XI JECTT LOC PRODUCTS-COMP/OP AGG I s4,000,000 $ - COMBINED SINGLE LIMIT I OTHER: B AUTOMOBILE UABIUTY X X 14012152794 06/15/2018 06/15/2019(Ea accident) 1$1,000,000 X ANY AUTO ;BODILY INJURY(Per person) $ OWNED SCHEDULED I BODILY INJURY(Per accident) $ AUTOS ONLY AUTOS HIRED NON-OWNED I !PROPERTY DAMAGE $ X AUTOS ONLY X AUTOS ONLY (Per accident) $ A X, UMBRELLA LIAB X OCCUR X X 4016829451 06/15/2018 06/15/20191 EACH OCCURRENCE $3,000,000 EXCESS LIAB CLAIMS-MADE i I AGGREGATE 1$3,000,000 DED RETENTION$ i !$ OFFICER/MEMBERN RIETOEARLNERE ECUTIVEYN N/A ;WA StopGap06/15/2019 STAME X R A WORKERS COMPENSATION 2090667295 06/15/2018' AND EMPLOYERS'UABIUTY E.L.EACH ACCIDENT $1,000,000 (Mandatory in NH) E.L.DISEASE-EA EMPLOYEE$1,000,000 i IDESCRIPTION uOF OPERATIONS below E.L.DISEASE-POUCY LIMIT $2,000,000 A;Professional AEH591920345 06/17/2018 06/17/2019 Aggregate:$2,000,000 'Liability Occurrence: $2,000,000 DESCRIPTION OF OPERATIONS:LOCATIONS/VEHICLES(ACORD 101,Additional Remarks Schedule,may be attached if more space is required) RE: SCJ Project Number 0726.03-Quilcene Complete Streets PS&E. Additional Insured Status applies per attached form(s). Primary and Non-Contributory coverage applies per attached form(s). Waiver of Subrogation applies per attached form(s). CERTIFICATE HOLDER CANCELLATION Jefferson County SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN Erik Kuzma, Public Works ACCORDANCE WITH THE POLICY PROVISIONS. 623 Sheridan Street Port Townsend,WA 98368 AUTHORIZED REPRESENTATIVE 1%t�`1 . . .-- ©1988-2015 ACORD CORPORATION.All rights reserved. ACORD 25(2016/03) 1 of 1 The ACORD name and logo are registered marks of ACORD #S3275253/M3239914 CLJO2 CNA SB146932F (Ed. 6-16) BLANKET ADDITIONAL INSURED AND LIABILITY EXTENSION ENDORSEMENT This endorsement modifies insurance provided under the following: BUSINESSOWNERS LIABILITY COVERAGE FORM BUSINESSOWNERS COMMON POLICY CONDITIONS TABLE OF CONTENTS I. Blanket Additional Insured Provisions A. Additional Insured—Blanket Vendors B. Miscellaneous Additional Insureds C. Additional Provisions Pertinent to Additional Insured Coverage 1. Primary—Noncontributory provision 2. Definition of"written contract." II. Liability Extension Coverages A. Bodily Injury—Expanded Definition B. Broad Knowledge of Occurrence C. Estates, Legal Representatives and Spouses D. Legal Liability—Damage to Premises E. Personal and Advertising Injury—Discrimination or Humiliation F. Personal and Advertising Injury—Broadened Eviction G. Waiver of Subrogation -Blanket I. BLANKET ADDITIONAL INSURED PROVISIONS A. ADDITIONAL INSURED—BLANKET VENDORS Who Is An Insured is amended to include as an additional insured any person or organization (referred to below as vendor) with whom you agreed under a "written contract"to provide insurance, but only with respect to "bodily injury"or"property damage"arising out of"your products"which are distributed or sold in the regular course of the vendor's business, subject to the following additional exclusions: 1. The insurance afforded the vendor does not apply to: a. "Bodily injury" or "property damage" for which the vendor is obligated to pay damages by reason of the assumption of liability in a contract or agreement. This exclusion does not apply to liability for damages that the vendor would have in the absence of the contract or agreement; b. Any express warranty unauthorized by you; c. Any physical or chemical change in the product made intentionally by the vendor; d. Repackaging, except when unpacked solely for the purpose of inspection, demonstration, testing, or the substitution of parts under instructions from the manufacturer, and then repackaged in the original container; SB146932F (6-16) Page 1 of 7 Copyright,CNA All Rights Reserved. CNA CNA (Ed.6-16) e. Any failure to make such inspections, adjustments, tests or servicing as the vendor has agreed to make or normally undertakes to make in the usual course of business, in connection with the distribution or sale of the products; f. Demonstration, installation, servicing or repair operations, except such operations performed at the vendor's premises in connection with the sale of the product; g. Products which, after distribution or sale by you, have been labeled or relabeled or used as a container, part or ingredient of any other thing or substance by or for the vendor;or h. "Bodily injury" or"property damage" arising out of the sole negligence of the vendor for its own acts or omissions or those of its employees or anyone else acting on its behalf. However, this exclusion does not apply to: (1) The exceptions contained in Subparagraphs d.orf.; or (2) Such inspections, adjustments, tests or servicing as the vendor has agreed to make or normally undertakes to make in the usual course of business, in connection with the distribution or sale of the products. 2. This insurance does not apply to any insured person or organization, from whom you have acquired such products, or any ingredient, part or container, entering into, accompanying or containing such products. 3. This provision 2. does not apply to any vendor included as an insured by an endorsement issued by us and made a part of this Policy. 4. This provision 2. does not apply if "bodily injury" or "property damage" included within the "products- completed operations hazard"is excluded either by the provisions of the Policy or by endorsement. B. MISCELLANEOUS ADDITIONAL INSUREDS 1. Who Is An Insured is amended to include as an insured any person or organization (called additional insured) described in paragraphs 3.a. through 3.j. below whom you are required to add as an additional insured on this policy under a"written contract": 2. However, subject always to the terms and conditions of this policy, including the limits of insurance, we will not provide the additional insured with: a. A higher limit of insurance than required by such"written contract"; b. Coverage broader than required by such"written contract"and in no event greater than that described by the applicable paragraph a.through k. below; or c. Coverage for "bodily injury" or "property damage" included within the "products-completed operations hazard." But this paragraph c. does not apply to the extent coverage for such liability is provided by paragraph 3.j.below. Any coverage granted by this endorsement shall apply only to the extent permitted by law. 3. Only the following persons or organizations can qualify as additional insureds under this endorsement: a. Controlling Interest Any persons or organizations with a controlling interest in you but only with respect to their liability arising out of: (1) such person or organization's financial control of you; or (2) Premises such person or organization owns, maintains or controls while you lease or occupy these premises; provided that the coverage granted to such additional insureds does not apply to structural alterations, new construction or demolition operations performed by or for such additional insured. SB146932F (6-16) Page 2 of 7 Copyright,CNA All Rights Reserved. B14 932F CNA S(EEd.d.6-116)6) 6 b. Co-owner of Insured Premises A co-owner of a premises co-owned by you and covered under this insurance but only with respect to the co-owners liability for"bodily injury", "property damage" or"personal and advertising injury" as co-owner of such premises. c. Grantor of Franchise Any person or organization that has granted a franchise to you, but only with respect to such person or organization's liability for "bodily injury", "property damage", or "personal and advertising injury" as grantor of a franchise to you. d. Lessor of Equipment Any person or organization from whom you lease equipment, but only with respect to liability for"bodily injury", "property damage" or "personal and advertising injury" caused in whole or in part by your maintenance, operation or use of such equipment, provided that the "occurrence" giving rise to such "bodily injury" or "property damage" or the offense giving rise to such "personal and advertising injury" takes place prior to the termination of such lease. e. Lessor of Land Any person or organization from whom you lease land, but only with respect to liability for"bodily injury", "property damage" or"personal and advertising injury"arising out of the ownership, maintenance or use of that specific part of the land leased to you, provided that the "occurrence" giving rise to such "bodily injury" or "property damage" or the offense giving rise to such "personal and advertising injury", takes place prior to the termination of such lease. The insurance hereby afforded to the additional insured does not apply to structural alterations, new construction or demolition operations performed by, on behalf of or for such additional insured. f. Lessor of Premises An owner or lessor of premises leased to you, or such owner or lessor's real estate manager, but only with respect to liability for"bodily injury", "property damage" or"personal and advertising injury" arising out of the ownership, maintenance or use of such part of the premises leased to you, and provided that the"occurrence"giving rise to such"bodily injury"or"property damage"or the offense giving rise to such "personal and advertising injury",takes place prior to the termination of such lease. The insurance hereby afforded to the additional insured does not apply to structural alterations, new construction or demolition operations performed by,on behalf of or for such additional insured. g. Mortgagee,Assignee or Receiver A mortgagee, assignee or receiver of premises but only with respect to such mortgagee, assignee, or receiver's liability for"bodily injury", "property damage"or"personal and advertising injury" arising out of the ownership, maintenance, or use of a premises by you. This insurance does not apply to structural alterations, new construction or demolition operations performed by, on behalf of or for such additional insured. h. State or Political Subdivisions A state or government agency or subdivision or political subdivision that has issued a permit or authorization, but only with respect to such government agency or subdivision or political subdivision's liability for"bodily injury","property damage"or"personal and advertising injury"arising out of: (1) The following hazards in connection with premises you own, rent, or control and to which this insurance applies: (a) The existence, maintenance, repair, construction, erection, or removal of advertising signs, awnings, canopies, cellar entrances, coal holes, driveways, manholes, marquees, hoistaway openings, sidewalk vaults, street banners, or decorations and similar exposures;or (b) The construction, erection, or removal of elevators, or (c) The ownership, maintenance or use of any elevators covered by this insurance; or SB146932F(6-16) Page 3 of 7 Copyright,CNA All Rights Reserved SB146932F CNA (Ed.6-16) (2) The permitted or authorized operations performed by you or on your behalf. But the coverage granted by this paragraph does not apply to: (a) "Bodily injury", "property damage" or "personal and advertising injury" arising out of operations performed for the state or government agency or subdivision or political subdivision;or (b) "Bodily injury"or"property damage"included within the"products-completed operations hazard." With respect to this provision's requirement that additional insured status must be requested under a "written contract", we will treat as a "written contract" any governmental permit that requires you to add the governmental entity as an additional insured. i. Trade Show Event Lessor With respect to your participation in a trade show event as an exhibitor, presenter or displayer, any person or organization .whom you are required to include as an additional insured, but only with respect to such person or organization's liability for "bodily injury", "property damage", or "personal and advertising injury"cause by: a. Your acts or omissions; or b. Acts or omissions of those acting on your behalf; in the performance of your ongoing operations at the trade show premises during the trade show event. j. Other Person or Organization Any person or organization who is not an additional insured under paragraphs a. through i. above. Such additional insured is an insured solely for"bodily injury", "property damage" or "personal and advertising injury"for which such additional insured is liable because of your acts or omissions. The coverage granted by this paragraph does not apply to any person or organization: (1) For"bodily injury,""property damage,"or"personal and advertising injury"arising out of the rendering or failure to render any professional services; (2) For"bodily injury"or"property damage" included in the "products-completed operations hazard." But this provision(2)does not apply to such"bodily injury"or"property damage"if: (a) It is entirely due to your negligence and specifically results from your work for the additional insured which is the subject to the"written contract";and (b) The"written contract" requires you to make the person or organization an additional insured for such"bodily injury"or"property damage";or (3) Who is afforded additional insured coverage under another endorsement attached to this policy. C. ADDITIONAL PROVISIONS PERTINENT TO ADDITIONAL INSURED COVERAGE With respect only to additional insured coverage provided under paragraphs A. and B. above: 1. The BUSINESSOWNERS COMMON POLICY CONDITIONS are amended to add the following to the Condition entitled Other Insurance: This insurance is excess of all other insurance available to an additional insured whether primary, excess, contingent or on any other basis. However, if a"written contract"requires that this insurance be either primary or primary and noncontributing, then this insurance will be primary and non-contributory relative solely to insurance on which the additional insured is a named insured. 2. Under Liability and Medical Expense Definitions, the following definition is added: "Written contract" means a written contract or agreement that requires you to make a person or organization an additional insured on this policy, provided the contract or agreement a. Is currently in effect or becomes effective during the term of this policy; and b. Was executed prior to: SB146932F(6-16) Page 4 of 7 Copyright,CNA All Rights Reserved. SB146932F CNA (Ed. 6-16) (1) The"bodily injury"or"property damage";or (2) The offense that caused the"personal and advertising injury"; for which the additional insured seeks coverage. II. LIABILITY EXTENSION COVERAGES It is understood and agreed that this endorsement amends the Businessowners Liability Coverage Form. If any other endorsement attached to this policy amends any provision also amended by this endorsement, then that other endorsement controls with respect to such provision, and the changes made by this endorsement to such provision do not apply. A. Bodily Injury—Expanded Definition Under Liability and Medical Expenses Definitions,the definition of"Bodily injury"is deleted and replaced by the following: "Bodily injury" means physical injury, sickness or disease sustained by a person, including death, humiliation, shock, mental anguish or mental injury by that person at any time which results as a consequence of the physical injury, sickness or disease. B. Broad Knowledge of Occurrence Under Businessowners Liability Conditions, the Condition entitled Duties In The Event of Occurrence, Offense, Claim or Suit is amended to add the following: Paragraphs a. and b. above apply to you or to any additional insured only when such "occurrence,"offense, claim or"suit"is known to: (1) You or any additional insured that is an individual; (2) Any partner, if you or an additional insured is a partnership; (3) Any manager, if you or an additional insured is a limited liability company; (4) Any"executive officer"or insurance manager, if you or an additional insured is a corporation; (5) Any trustee, if you or an additional insured is a trust;or (6) Any elected or appointed official, if you or an additional insured is a political subdivision or public entity. This paragraph applies separately to you and any additional insured. C. Estates, Legal Representatives and Spouses The estates, heirs, legal representatives and spouses of any natural person insured shall also be insured under this policy; provided, however, coverage is afforded to such estates, heirs, legal representatives and spouses only for claims arising solely out of their capacity as such and, in the case of a spouse, where such claim seeks damages from marital common property, jointly held property, or property transferred from such natural person insured to such spouse. No coverage is provided for any act, error or omission of an estate, heir, legal representative or spouse outside the scope of such person's capacity as such, provided however that the spouse of a natural person Named Insured and the spouses of members or partners of joint venture or partnership Named Insureds are insureds with respect to such spouses'acts,errors or omissions in the conduct of the Named Insured's business. D. Legal Liability—Damage To Premises 1. Under B. Exclusions, 1. Applicable to Business Liability Coverage, Exclusion k. Damage To Property, is replaced by the following: k. Damage To Property "Property damage"to: 1. Property you own, rent or occupy, including any costs or expenses incurred by you, or any other person, organization or entity, for repair, replacement, enhancement, restoration or maintenance of SB146932F(6-16) Page 5 of 7 Copyright,CNA All Rights Reserved. SB146932F CNA (Ed.6-16) such property for any reason, including prevention of injury to a person or damage to another's property; 2. Premises you sell, give away or abandon, if the "property damage" arises out of any part of those premises; 3. Property loaned to you; 4. Personal property in the care, custody or control of the insured; 5. That particular part of any real property on which you or any contractors or subcontractors working directly or indirectly in your behalf are performing operations, if the "property damage" arises out of those operations; or 6. That particular part of any property that must be restored, repaired or replaced because "your work" was incorrectly performed on it. Paragraph 2 of this exclusion does not apply if the premises are "your work" and were never occupied, rented or held for rental by you. Paragraphs 1,3, and 4, of this exclusion do not apply to "property damage"(other than damage by fire or explosion)to premises: (1) rented to you: (2) temporarily occupied by you with the permission of the owner, or (3) to the contents of premises rented to you for a period of 7 or fewer consecutive days. A separate limit of insurance applies to Damage To Premises Rented To You as described in Section D— Liability and Medical Expenses Limits of Insurance. Paragraphs 3,4, 5; and 6 of this exclusion do not apply to liability assumed under a sidetrack agreement. Paragraph 6 of this exclusion does not apply to "property damage" included in the "products-completed operations hazard." 2. Under B. Exclusions, 1.Applicable to Business Liability Coverage, the following paragraph is added, and replaces the similar paragraph, if any, beneath paragraph (14) of the exclusion entitled Personal and Advertising injury: Exclusions c,d,e,f,g, h, i, k, I, m, n,and o, do not apply to damage by fire to premises while rented to you or temporarily occupied by you with permission of the owner or to the contents of premises rented to you for a period of 7 or fewer consecutive days. A separate limit of insurance applies to this coverage as described in Section D. Liability And Medical Expenses Limits Of Insurance. 3. The first Paragraph under item 5. Damage To Premises Rented To You Limit of the section entitled Liability And Medical Expenses Limits Of Insurance is replaced by the following: The most we will pay under Business Liability for damages because of "property damage" to any one premises, while rented to you or temporarily occupied by you with the permission of the owner, including contents of such premises rented to you for a period of 7 or fewer consecutive days, is the Damage to Premises Rented to You limit shown in the Declaration. E. Personal and Advertising Injury—Discrimination or Humiliation 1. Under Liability and Medical Expenses Definitions, the definition of "personal and advertising injury" is amended to add the following: 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) The insured; or SB146932F (6-16) Page 6 of 7 Copyright,CNA AU Rights Reserved. SB146932F CNA (Ed.6-16) (b) Any "executive officer," director, stockholder, partner, member or manager (if you are a limited liability company) of the insured; and (2) Not directly or indirectly related to the employment, prospective employment, past employment or termination of employment of any person or person by any insured. 2. Under B. Exclusions, 1. Applicable to Business Liability Coverage, the exclusion entitled Personal and Advertising injury is amended to add the following additional exclusions: (15)Discrimination Relating to Room, Dwelling or Premises Caused by discrimination directly or indirectly related to the sale, rental, lease or sub-lease or prospective sale, rental, lease or sub-lease of any room, dwelling or premises by or at the direction of any insured. (16)Employment Related Discrimination Discrimination or humiliation directly or indirectly related to the employment, prospective employment, past employment or termination of employment of any person by any insured. (17)Fines or Penalties Fines or penalties levied or imposed by a governmental entity because of discrimination. 3. This provision (Personal and Advertising Injury — Discrimination or Humiliation) does not apply if Personal and Advertising Injury Liability is excluded either by the. provisions of the Policy or by endorsement. F. Personal and Advertising Injury-Broadened Eviction Under Liability and Medical Expenses Definitions, the definition of "Personal and advertising injury" is amended to delete Paragraph c. and replace it with the following: c. The wrongful eviction from, wrongful entry into, or invasion of the right of private occupancy of a room dwelling or premises that a person or organization occupies committed by or on behalf of its owner, landlord or lessor. G. Waiver of Subrogation—Blanket We waive any right of recovery we may have against: a. Any person or organization with whom you have a written contract that requires such a waiver. All other terms and conditions of the Policy remain unchanged. SB146932F(6-16) Page 7 of 7 Copyright,CNA All Rights Reserved. 9 8-A CNA SB-14 0106) IMPORTANT: THIS ENDORSEMENT CONTAINS DUTIES THAT APPLY TO THE ADDITIONAL INSURED IN THE EVENT OF OCCURRENCE, OFFENSE, CLAIM OR SUIT. SEE PARAGRAPH C., OF THIS ENDORSEMENT FOR THESE DUTIES. THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. BLANKET ADDITIONAL INSURED ENDORSEMENT WITH PRODUCTS-COMPLETED OPERATIONS COVERAGE BLANKET WAIVER OF SUBROGATION Architects, Engineers and Surveyors This endorsement modifies insurance provided under the following: BUSINESSOWNERS LIABILITY COVERAGE FORM BUSINESSOWNERS COMMON POLICY CONDITIONS A. WHO IS AN INSURED (Section C.) of the 4. The insurance provided to the additional insured Businessowners Liability Coverage Form is amended does not apply to "bodily injury," "property to include as an insured any person or organization damage," "personal and advertising injury" arising whom you are required to add as an additional insured out of an architect's, engineer's, or surveyor's on this policy under a written contract or written rendering of or failure to render any professional agreement; but the written contract or written services including: agreement must be: a. The prearin9� approving, or failing to prepare 1. Currently in effect or becoming effective during the or approve maps, shop drawings, opinions, term of this policy;and reports, surveys, field orders, change orders 2. Executed prior to the "bodily injury," "property or drawings and specifications by any damage,"or"personal and advertising injury." architect, engineer or surveyor performing services on a project of which you serve as B. The insurance provided to the additional insured is construction manager; or limited as follows: b. Inspection, supervision, quality control, 1. That person or organization is an additional engineering or architectural services done by insured solely for liability due to your negligence you on a project of which you serve as specifically resulting from "your work" for the construction manager. additional insured which is the subject of the 5. This insurance does not apply to "bodily injury," written contract or written agreement. No "property damage," or "personal and advertising coverage applies to liability resulting from the sole injury"arising out of: negligence of the additional insured. a. The construction or demolition work while you 2. The Limits of Insurance applicable to the are acting as a construction or demolition additional insured are those specified in the contractor. This exclusion does not apply to written contract or written agreement or in the work done for or by you at your premises. Declarations of this policy, whichever is less. These Limits of Insurance are inclusive of, and not C. BUSINESSOWNERS GENERAL LIABILITY in addition to, the Limits of Insurance shown in the CONDITIONS— Duties In The Event of Occurrence, Declarations. Offense, Claim or Suit (Section E.2.) of the 3. The coverage provided to the additional insured Businessowners Liability Coverage Form is amended to add the following: within this endorsement and section titled LIABILITY AND MEDICAL EXPENSE An additional insured under this endorsement will as DEFINITIONS — "Insured Contract" (Section soon as practicable: F.9.)within the Businessowners Liability Coverage Form, does not apply to"bodily injury"or"property 1. Give written notice of an occurrence or an offense damage" arising out of the "products-completed to us which may result in a claim or "suit" under operations hazard" unless required by the written this insurance; contract or written agreement. SB-146968-A Page 1 of 2 (Ed. 01/06) SB-146968-A (Ed. 01/06) 2. Tender the defense and indemnity of any claim or against that "suit" If no other insurer defends, we "suit" to us for a loss we cover under this will undertake to do so, but we will be entitled to Coverage Part; the additional insured's rights against all those 3. Tender the defense and indemnity of any claim or other insurers. "suit" to any other insurer which also has When this insurance is excess over other insurance for a loss we cover under this Coverage insurance, we will pay only our share of the Part; and amount of the loss, if any, that exceeds the sum 4. Agree to make available any other insurance of: which the additional insured has for a loss we (a) The total amount that all such other insurance cover under this Coverage Part. would pay for the loss in the absence of this We have no duty to defend or indemnify an additional insurance; and insured under this endorsement until we receive (b) The total of all deductible and self-insured written notice of a claim or "suit" from the additional amounts under all that other insurance. insured. We will share the remaining loss, if any, with any D. OTHER INSURANCE (Section H. 2. & 3.) of the other insurance that is not described in this Businessowners Common Policy Conditions are Excess Insurance provision and was not bought deleted and replaced with the following: specifically to apply in excess of the Limits of Insurance shown in the Declarations of this 2. This insurance is excess over any other insurance Coverage Part. naming the additional insured as an insured whether primary, excess, contingent or on any E. TRANSFER OF RIGHTS OF RECOVERY AGAINST other basis unless a written contract or written OTHERS TO US (Section K.2.) of the agreement specifically requires that this insurance Businessowners Common Policy Conditions is deleted be either primary or primary and noncontributing and replaced with the following: to the additional insured's own coverage. This 2. We waive any right of recovery we may have insurance is excess over any other insurance to against any person or organization against whom you which the additional insured has been added as have agreed to waive such right of recovery in a an additional insured by endorsement. written contract or agreement because of payments 3. When this insurance is excess, we will have no we make for injury or damage arising out of your duty under Coverages A or B to defend the ongoing operations or "your work" done under a additional insured against any "suit" if any other contract with that person or organization and included insurer has a duty to defend the additional insured within the"products-completed operations hazard." SB-146968-A Page 2 of 2 (Ed. 01/06) XX CNA CN(Ed. 049 2) THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. CONTRACTORS EXTENDED COVERAGE ENDORSEMENT - BUSINESS AUTO PLUS - This endorsement modifies insurance provided under the following: BUSINESS AUTO COVERAGE FORM I. LIABILITY COVERAGE name, with your permission, while performing duties related to the conduct of your business. A. Who Is An Insured "Policy," as used in this provision A. Who Is An The following is added to Section II, Paragraph Insured, includes those policies that were in force A.1.,Who Is An Insured: on the inception date of this Coverage Form but: 1. a. Any incorporated entity of which the 1. Which are no longer in force; or Named Insured owns a majority of the 2. Whose limits have been exhausted. voting stock on the date of inception of this Coverage Form; provided that, B. Bail Bonds and Loss of Earnings b. The insurance afforded by this provision Section II, Paragraphs A.2. (2) and A.2. (4) are A.1. does not apply to any such entity revised as follows: that is an "insured" under any other liability"policy"providing "auto"coverage. 1. In a.(2), the limit for the cost of bail bonds is changed from$2,000 to$5,000; and 2. Any organization you newly acquire or form, other than a limited liability company, 2. In a.(4), the limit for the loss of earnings is partnership or joint venture, and over which changed from$250 to$500 a day. you maintain majority ownership interest. C. Fellow Employee The insurance afforded by this provision A.2.: Section II, Paragraph B.5 does not apply. a. Is effective on the acquisition or formation Such coverage as is afforded by this provision C. date, and is afforded only until the end of is excess over any other collectible insurance. the policy period of this Coverage Form, or the next anniversary of its inception II. PHYSICAL DAMAGE COVERAGE date,whichever is earlier. A. Glass Breakage — Hitting A Bird Or Animal — b. Does not apply to: Falling Objects Or Missiles (1) "Bodily injury" or "property damage" The following is added to Section III, Paragraph caused by an "accident" that A.3.: occurred before you acquired or With respect to any covered "auto," any deductible formed the organization; or shown in the Declarations will not apply to glass (2) Any such organization that is an breakage if such glass is repaired, in a manner "insured" under any other liability acceptable to us, rather than replaced. "policy"providing"auto"coverage. B. Transportation Expenses 3. Any person or organization that you are Section III, Paragraph A.4.a. is revised, with required by a written contract to name as an respect to transportation expense incurred by you, additional insured is an "insured" but only with respect to their legal liability for acts or to provide: omissions of a person, who qualifies as an a. $60 per day, in lieu of$20; subject to "insured" under Section II — Who Is An b. $1,800 maximum, in lieu of$600. Insured and for whom Liability Coverage is afforded under this policy. If required by C. Loss of Use Expenses written contract, this insurance will be primary and non-contributory to insurance on which Section III, Paragraph A.4.b. is revised, with the additional insured is a Named Insured. respect to loss of use expenses incurred by you, to provide: 4. An "employee" of yours is an "insured" while operating an "auto" hired or rented under a a. $1,000 maximum, in lieu of$600. contract or agreement in that "employee's" CNA63359XX Copyright,CNA Corporation,2000. Page 1 of 3 (Ed. 04/12) Includes copyrighted material of the Insurance Services Office used with its permission. CNA63359XX (Ed. 04/12) D. Hired "Autos" d. A $100 per occurrence deductible applies to The following is added to Section III. Paragraph the coverage provided by this provision. A.: G. Diminution In Value 5. Hired"Autos" The following is added to Section III, Paragraph If Physical Damage coverage is provided under B.6.: this policy, and such coverage does not extend to Subject to the following, the "diminution in value" Hired Autos, then Physical Damage coverage is exclusion does not apply to: extended to: a. Any covered "auto" of the private a. Any covered "auto" you lease, hire, rent passenger type you lease, hire, rent or or borrow without a driver; and borrow, without a driver for a period of 30 b. Any covered "auto" hired or rented by days or less, while performing duties your"employee"without a driver, under a related to the conduct of your business; and contract in that individual "employee's" name, with your permission, while b. Any covered "auto" of the private performing duties related to the conduct passenger type hired or rented by your of your business. "employee"without a driver for a period of c. The most we will pay for any one 30 days or less, under a contract in that "accident" or "loss" is the actual cash individual "employee's" name, with your value, cost of repair, cost of replacement permission, while performing duties or $75,000, whichever is less, minus a related to the conduct of your business. $500 deductible for each covered auto. c. Such coverage as is provided by this No deductible applies to "loss" caused by provision is limited to a "diminution in fire or lightning. value" loss arising directly out of d. The physical damage coverage as is accidental damage and not as a result of provided by this provision is equal to the the failure to make repairs; faulty or physical damage coverage(s) provided on incomplete maintenance or repairs; or the your owned "autos." installation of substandard parts. d. The most we will pay for "loss" to a e. Such physical damage coverage for hired covered "auto" in any one accident is the "autos"will: lesser of: (1) Include loss of use, provided it is the consequence of an "accident" for (1) $5,000; or which the Named Insured is legally (2) 20% of the "auto's" actual cash value liable, and as a result of which a (ACV). monetary loss is sustained by the III. Drive Other Car Coverage—Executive Officers leasing or rental concern. (2) Such coverage as is provided by this The following is added to Sections II and III: provision will be subject to a limit of 1. Any "auto" you don't own, hire or borrow is a $750 per"accident." covered "auto" for Liability Coverage while being E. Airbag Coverage used by, and for Physical Damage Coverage while in the care, custody or control of, any of your The following is added to Section III, Paragraph "executive officers,"except: B.3.: a. An "auto" owned by that "executive officer" or The accidental discharge of an airbag shall not be a member of that person's household; or considered mechanical breakdown. b. An "auto" used by that "executive officer" F. Electronic Equipment while working in a business of selling, Section III, Paragraphs B.4.c and B.4.d. are servicing, repairing or parking"autos." deleted and replaced by the following: Such Liability and/or Physical Damage Coverage c. Physical Damage Coverage on a covered as is afforded by this provision. "auto" also applies to "loss" to any (1) Equal to the greatest of those coverages permanently installed electronic equipment afforded any covered "auto"; and including its antennas and other accessories. CNA63359XX Copyright,CNA Corporation,2000. Page 2 of 3 (Ed. 04/12) Includes copyrighted material of the Insurance Services Office used with its permission. CNA63359XX (Ed. 04/12) (2) Excess over any other collectible damage, against any person or organization for insurance. whom or which you are required by written 2. For purposes of this provision, "executive officercontract or agreement to obtain this waiver from means a person holding any of the officer us. positions created by your charter, constitution, by- This injury or damage must arise out of your laws or any other similar governing document, activities under a contract with that person or and, while a resident of the same household, organization. includes that person's spouse. You must agree to that requirement prior to an Such "executive officers" are "insureds" while "accident"or"loss." using a covered "auto"described in this provision. C. Concealment, Misrepresentation or Fraud IV. BUSINESS AUTO CONDITIONS The following is added to Section IV, Paragraph A. Duties In The Event Of Accident, Claim, Suit Or B.2.: Loss Your failure to disclose all hazards existing on the date The following is added to Section IV, Paragraph of inception of this Coverage Form shall not prejudice A.2.a.: you with respect to the coverage afforded provided (4) Your "employees" may know of an such failure or omission is not intentional. "accident" or "loss." This will not mean D. Other Insurance that you have such knowledge, unless The following is added to Section IV, Paragraph such "accident" or "loss" is known to you or if you are not an individual, to any of B.5.. your executive officers or partners or your Regardless of the provisions of Paragraphs 5.a. insurance manager. and 5.d. above, the coverage provided by this The following is added to Section IV, Paragraph policy shall be on a primary non-contributory A.2.b.: basis. This provision is applicable only when required by a written contract. That written (6) Your "employees" may know of contract must have been entered into prior to documents received concerning a claim "Accident"or"Loss." or"suit."This will not mean that you have E. Policy Period, Coverage Territory such knowledge, unless receipt of such documents is known to you or if you are Section IV, Paragraph B. 7.(5).(a). is revised to not an individual, to any of your executive provide: officers or partners or your insurance manager. a. 45 days of coverage in lieu of 30 days. B. Transfer Of Rights Of Recovery Against Others V. DEFINITIONS To Us Section V. Paragraph C. is deleted and replaced by The following is added to Section IV, Paragraph the following: A.5. Transfer Of Rights Of Recovery Against "Bodily injury"means bodily injury,sickness or disease Others To Us: sustained by a person, including mental anguish, We waive any right of recovery we may have, mental injury or death resulting from any of these. because of payments we make for injury or CNA63359XX Copynght,CNA Corporation,2000. Page 3 of 3 (Ed. 04/12) Includes copyrighted material of the Insurance Services Office used with its permission.