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MacKay Sposito - Argent Road Widening Phase 1 - 12001 (Agreement No. 20-014)
PROFESSIONAL SERVICES AGREEMENT 12001— Argent Road Widening (Phase 1) Agreement No. 20-014 THIS AGREEMENT is made and entered into between the City of Pasco, a Washington Municipal Corporation, hereinafter referred to as "City", and MacKay Sposito, hereinafter referred to as "Consultant," on the 'i day of , 2020. RECITALS WHEREAS, the City desires to have certain services and/or tasks performed as set forth below requiring specialized skills, training, equipment, and other supportive capabilities; and WHEREAS, the Consultant represents that it is qualified and possesses sufficient skills, experience, equipment, and necessary capabilities, including: technical and professional expertise, when required, to perform the services and/or tasks as set forth in this Agreement upon which the City is relying. NOW, THEREFORE, in consideration of the mutual covenants, and performances contained herein, the parties agree as follows: 1. Scope of Services. The Consultant shall perform such services and accomplish such tasks, including the furnishing of all labor, materials, facilities and equipment necessary for full performance thereof, as identified and designated as Consultant's Responsibilities throughout this Agreement, and as more particularly described in Scope of Work detailed in Exhibit A, attached hereto and incorporated herein (the "Project"). 2. Term. This Project shall begin on the execution date listed above and promptly be completed by 12/31/2020. 3. Compensation and Payment. 3.1 Payment for services provided hereunder shall be made following the performance of such services. Such payment shall be full compensation for work performed or services rendered, and for all labor, materials, supplies, equipment, and incidentals necessary to complete the Project. 3.2 No payment shall be made for any services rendered by the Consultant except for services identified and set forth in this Agreement except as may be authorized by a written supplemental agreement approved by the City. 3.3 The City shall pay the Consultant for work performed under this Agreement upon timely submitted invoices detailing work performed and expenses for which reimbursement is sought. The City shall approve all invoices before payment is Professional Services Agreement — MacKay Sposito Agreement No. 20-014 12001 — Argent Road Widening (Phase 1) Page 1 of 9 issued. Payment shall occur within thirty (30) days of receipt and approval of an invoice. 3.4 The City shall pay the Consultant for all work performed and expenses incurred under this Agreement, as follows. ❑X Fixed Sum: A total of $3,711.50. A summary is listed below and a full breakdown is listed within Exhibit B. - Direct Labor Dollars: $1,220.50 - Overhead Cost: $2,074.85 - Fixed Fee: $366.15 - Reimbursable: $50.00 4. Reports and Inspections. 4.1 The Consultant at such times and in such forms as the City may require, shall furnish to the City such statements, records, studies, surveys, reports, data, and information as the City may request pertaining to matters covered by this Agreement. 4.2 The Consultant shall, at any time during normal business hours and as often as the City or the Washington State Auditor may reasonably deem necessary, make available for examination all of its records and data with respect to all matters covered, directly or indirectly, by this Agreement and shall permit the City, or its designated authorized representative to audit and inspect other data relating to all matters covered by this Agreement. The City shall receive a copy of all audit reports made by the agency or firm as to the Consultant's activities. The City may, at its discretion, conduct an audit at its expense, using its own or outside auditors, of the Consultant's activities which relate, directly or indirectly, to this Agreement. Consultant shall be provided a copy of such reports. 4.3 The Consultant, during the term of this Agreement, shall obtain all permits and registration documents necessary for the performance of its work and for the execution of services at its own expense, and shall maintain its validity. Upon request, the Consultant shall deliver to the City copies of these licenses, registration documents, and permits or proof of their issuance or renewal. 4.4 Consultant shall maintain books, records and documents, which sufficiently and properly reflect all direct and indirect costs related to the performance of this Agreement, and shall maintain such accounting procedures and practices as may be necessary to assure proper accounting of all funds paid pursuant to this Agreement. These records shall be subject, at all reasonable times, to inspection, review, or audit as provided above. Professional Services Agreement — MacKay Sposito Agreement No. 20-014 12001 — Argent Road Widening (Phase 1) Page 2 of 9 4.5 The Consultant shall retain all books, records, documents or other material relevant to this Agreement for three (3) years after its expiration. Consultant agrees that the City, or its designee, shall have full access and right to examine any of said materials at all reasonable times during this period. 5. Ownership and Use of Documents. 5.1 All research, tests, surveys, preliminary data, information, drawings and documents made, collected, or prepared by the Consultant for performing the services subject to this Agreement, as well as any final product, collectively referred to as "work product," shall be deemed as the exclusive property of the City, including copyright as secured thereon. Consultant may not use them except in connection with the performance of the services under this Agreement or with the prior written consent of the City. Any prior copyrighted materials owned by the Consultant and utilized in the performance of the services under this Agreement, or embedded in with the materials, products and services provided thereunder, shall remain the property of the Consultant subject to a license granted to the City for their continued use of the products and services provided under this Agreement. Any work product used by the Consultant in the performance of these services which it deems as "confidential," "proprietary," or a "trade secret" shall be conspicuously designated as such. 5.2 In the event of Consultant's default, or in the event that this Agreement is terminated prior to its completion, the work product of the Consultant, along with a summary of the services performed to date of default or termination, shall become the property of the City, and tender of the work product and summary shall be a prerequisite to final payment under this Agreement. The summary of services provided shall be prepared at no additional cost, if the Agreement is terminated through default by the Consultant. If the Agreement is terminated through convenience by the City, the City agrees to pay Consultant for the preparation of the summary of services provided. 6. Public Records. 6.1 Consultant acknowledges that the City is an agency subject to Chapter 42.56 RCW "Public Records Act." All preliminary drafts or notes prepared or gathered by the Consultant, and recommendations of the Consultant are exempt prior to the acceptance by the City or public citation by the City in connection with City action. 6.2 If the Consultant becomes a custodian of public records of the City and request for such records is received by the City, the Consultant shall respond to the request by the City for such records within five (5) business days by either providing the records, or by identifying in writing the additional time necessary to provide the records with a description of the reasons why additional time is needed. Such additional time shall not exceed twenty (20) business days unless extraordinary good cause is shown. Professional Services Agreement — MacKay Sposito Agreement No. 20-014 12001 — Argent Road Widening (Phase 1) Page 3 of 9 6.3 In the event the City receives a public records request for protected work product of the Consultant within its possession, the City shall, prior to the release of any protected work product or as a result of a public records request or subpoena, provide Consultant at least ten (10) business days prior written notice of the pending release and to reasonably cooperate with any legal action which may be initiated by the Consultant to enjoin or otherwise prevent such release. 7. Independent Contractor Relationship. 7.1 The parties intend that an independent contractor relationship is created by this Agreement. The City is interested primarily in the results to be achieved; subject to the scope of services and the specific requirements of this Agreement, the implementation of services will lie solely with the discretion of the Consultant. No agent, employee, officer or representative of the Consultant shall be deemed to be an employee, agent, officer, or representative of the City for any purpose, and the employees of the Consultant are not entitled to any of the benefits or privileges the City provides for its employees. The Consultant will be solely and entirely responsible for its acts and for the acts of its agents, employees, officers, subcontractors or representatives during the performance of this Agreement. 7.2 In the performance of the services provided in this Agreement, Consultant is an independent contractor with full authority to control and direct the performance of the details of the work, however, the results of the work contemplated herein must meet the approval of the City and shall be subject to the City's general rights of inspection and review to secure the satisfactory completion thereof. 7.3 The Consultant shall comply with all State and Federal laws including, but not limited to: 7.3.1 The definition requirements of RCW 50.04.140 (Employment Security). 7.3.2 RCW 51.08.195 (Industrial Insurance). 7.3.3 Obtain a City of Pasco business license. 7.4 The City may, at its sole discretion, require the Consultant to remove any employee, agent or servant from employment on this Project who, in the City's sole discretion, may be detrimental to the City's interest. 8. Indemnification. 8.1 The Consultant shall defend, indemnify, and hold harmless the City, its officers, officials, agents, employees, and volunteers from any and all claims and causes of Professional Services Agreement — MacKay Sposito Agreement No. 20-014 12001 — Argent Road Widening (Phase 1) Page 4 of 9 action, including, but not limited to, actions of law or administrative proceedings for all injuries to persons or damages to property, and all losses, damages, demands, suits, judgments, including attorney fees, arising out of, or as a result of, or in connection with the work performed under this Agreement, and caused or occasioned in whole or in part by reason of errors, negligent acts or omissions of the Consultant or its subcontractors in the performance of this Agreement, except for injuries and damages caused by the sole negligence of the City, its officers, employees, agents, and volunteers. 8.2 Should a Court of competent jurisdiction determine that this Agreement is subject to RCW 4.24.115, then, in the event of liability for damages arising out of bodily injuries or damages to property caused by or resulting from the concurrent negligence of the Consultant, and the City, its officers, employees, agents and volunteers, the Consultant's liability and obligation to defend hereunder shall only be the proportionate extent of the Consultant's negligence. 8.3 It is further agreed that the indemnification provided herein constitutes the Consultant's waiver of immunity under Industrial Insurance, Title 51 RCW, solely for the purposes of this indemnification. 8.4 No liability shall attach to the City by reason of entering into this Agreement except as expressly provided herein. 8.5 This indemnification shall include damages, penalties and attorney fees sustained as a result of Consultant's delayed or failed performance of Section 6 above. 8.6 This waiver has been mutually negotiated by the parties, and the provisions of this section shall survive the expiration or termination of this Agreement. 9. Insurance. The Consultant shall procure and maintain for the duration of the Agreement, insurance against claims for injuries to persons or damage to property which may arise from or in connection with the performance of the work hereunder by the Consultant, its agents, representatives, employees, or subcontractors. 9.1 Minimum Scope of Insurance. Consultant shall obtain insurance of the types described below: 9.1.1 Automobile Liability insurance covering all owned, non -owned, hired and leased vehicles. Coverage shall be written on Insurance Services Office (ISO) form CA 00 01 or a substitute form providing equivalent liability coverage. If necessary, the policy shall be endorsed to provide contractual liability coverage. 9.1.2 Commercial General Liability insurance shall be written on ISO occurrence form CG 00 01 and shall cover liability arising from premises, operations, independent contractors and personal injury and advertising injury. The Professional Services Agreement — MacKay Sposito Agreement No. 20-014 12001 — Argent Road Widening (Phase 1) Page 5 of 9 City shall be named as an insured under the Consultant's Commercial General Liability insurance policy with respect to the work performed for the City. 9.1.3 Workers' Compensation coverage as required by the Industrial Insurance laws of the State of Washington. 9.1.4 Professional Liability insurance appropriate to the Consultant's profession. 9.2 Minimum Amounts of Insurance. Consultant shall maintain the following insurance limits: 9.2.1 Automobile Liability insurance with a minimum combined single limit for bodily injury and property damage of $1,000,000 per accident. 9.2.2 Commercial General Liability insurance shall be written with limits no less than: ® $1,000,000 each occurrence; ® $2,000,000 general aggregate; or ❑ $ each occurrence; and $ general aggregate 9.2.3 Professional Liability insurance shall be written with limits no less than: ® $1,000,000 per claim; © $1,000,000 policy aggregate limit; or ❑ $ per claim; and $ per policy aggregate limit 9.3 Other Insurance Provisions. The insurance policies are to contain, or be endorsed to contain, the following provisions for Automobile Liability, Professional Liability, and Commercial General Liability insurance: 9.3.1 The Consultant's insurance coverage shall be primary insurance as respects the City. Any insurance, self-insurance, or insurance pool coverage maintained by the City shall be excess of the Consultant's insurance and shall not contribute with it. 9.3.2 The Consultant's insurance shall be endorsed to state that coverage shall not be cancelled by either party, except after thirty (30) days prior written notice by certified mail, return receipt requested, has been given to the City. 9.4 Acceptability of Insurers. Insurance is to be placed with insurers with a current A.M. Best rating of not less than ANII. 9.5 Verification of Coverage. Consultant shall furnish the City with original certificates and a copy of the amendatory endorsements, including, but not Professional Services Agreement — MacKay Sposito Agreement No. 20-014 12001 — Argent Road Widening (Phase 1) Page 6 of 9 necessarily limited to, the additional insured endorsement evidencing the insurance requirements of the Consultant before commencement of the work. 10. Nondiscrimination. In the performance of this Agreement, the Consultant will not discriminate against any employee or applicant for employment on the grounds of race, creed, color, national origin, sex, marital status, age or the presence of any sensory, mental or physical handicap; provided that the prohibition against discrimination in employment because of handicap shall not apply if the particular disability prevents the proper performance of the particular worker involved. The Consultant shall ensure that applicants are employed, and that employees are treated during employment in the performance of this Agreement without discrimination because of their race, creed, color, national origin, sex, marital status, age or the presence of any sensory, mental or physical handicap. Consultant shall take such action with respect to this Agreement as may be required to ensure full compliance with local, State and Federal laws prohibiting discrimination in employment. 11. Covenant Against Continzent Fees. The Consultant warrants that it has not employed nor retained any company, firm, or person, other than a bona fide employee working exclusively for the Consultant, to solicit or secure this Agreement; and that it has not paid or agreed to pay any company, person or firm, other than a bona fide employee working exclusively for the Consultant, any fee, commission, percentage, brokerage fee, gift, or other consideration contingent upon or resulting from the award or making of this Agreement. For breach or violation of this, warranty, the City shall have the right to terminate this Agreement. 12. Assignment and Subcontracting. 12.1 The City has awarded this Agreement to the Consultant due to its unique qualifications to perform these services. The Consultant shall not assign (or subcontract other than as specifically identified in Exhibit A) its performance under this Agreement or any portions of this Agreement without the prior written consent of the City, which consent must be sought at least thirty (30) days prior to the date of any proposed assignment. 12.2 Any work or services assigned or subcontracted hereunder shall be subject to each provision of this Agreement including Section 6, Public Records; Section 10, Nondiscrimination; proper bidding procedures where applicable; and all local, State and Federal statutes, ordinances and guidelines. 12.3 Any technical or professional service subcontract not listed in this Agreement, must have prior written approval by the City. 13. Termination. 13.1 Termination for Convenience. Either party may terminate this Agreement for any reason upon giving the other party no less than ten (10) business days written notice in advance of the effective date of such termination. Professional Services Agreement — MacKay Sposito Agreement No. 20-014 12001 — Argent Road Widening (Phase 1) Page 7 of 9 13.2 Termination for Cause. If the Consultant fails to perform in the manner called for in this Agreement, or if the Consultant fails to comply with any other provisions of this Agreement and fails to correct such noncompliance within five (5) business days of written notice thereof, the City may terminate this Agreement for cause. Termination shall be effected by serving a notice of termination on the Consultant setting forth the manner in which the Consultant is in default. The Consultant will only be paid for services and expenses complying with the terms of this Agreement, incurred prior to termination. 14. General Provisions. 14.1 For the purpose of this Agreement, time is of the essence. 14.2 Notice. Notice provided for in this Agreement shall be sent by: 14.2.1 Personal service upon the Project Administrators; or 14.2.2 Certified mail to the physical address of the parties, or by electronic transmission to the e-mail addresses designated for the parties below. 14.3 The Project Administrator for the purpose of this Agreement shall be: 14.3.1 For the City: Steve M. Worley, P.E, or his/her designee Public Works Director 525 North 3rd PO Box 293 Pasco WA 99301 Worley(c�Vasco-wa.gov (e-mail address) 14.3.2 For the Consultant: Paul Harmsen, P.E., or his/her designee Director of Engineering 1110 Osprey Pointe, Suite 105 Pasco, WA 99301,12harmsenLi)mackaysposito.com (e-mail address) 15. Dispute Resolution. 15.1 This Agreement has been and shall be construed as having been made and entered into and delivered within the State of Washington and it is agreed by each party hereto that this Agreement shall be governed by the laws of the State of Washington. 15.2 In the event of a dispute regarding the enforcement, breach, default, or interpretation of this Agreement, the Project Administrators, or their designees, shall first meet in a good faith effort to resolve such dispute. In the event the dispute Professional Services Agreement — MacKay Sposito Agreement No. 20-014 12001 — Argent Road Widening (Phase 1) Page 8 of 9 cannot be resolved by agreement of the parties, said dispute shall be resolved by arbitration pursuant to RCW 7.04A, as amended, with both parties waiving the right of a jury trial upon trial de novo, with venue placed in Pasco, Franklin County, Washington. The substantially prevailing party shall be entitled to its reasonable attorney fees and costs as additional award and judgment against the other. 15. Nonwaiver. Waiver by the City of any provision of this Agreement or any time limitation provided for in this Agreement shall not constitute a waiver of any other similar event or other provision of this Agreement. 17. Integration. This Agreement between the parties consists in its entirety of this document and any exhibits, schedules or attachments. Any modification of this Agreement or change order affecting; this Agreement shall be in writing and signed by both parties. 18. Authorization. By signature below, each party warrants that they are authorized and empowered to execute this Agreement binding the City and the Consultant respectively. IN WITNESS WHEREOF, the parties have caused this Agreement to be executed on the date first written above. CITV OF PASCO, WASHINGTON > teve M. t rley, Public Works DiZ714 ATTEST: Debra C. Barham, City Clerk APPROVED AS TO FORM: Kerr Fer = aw, PLLC, City Attorney CONSULTANT-- lz Derrick I'.. mith. President Professional Services Agreement —MacKay Sposito Agreement No. 20-014 12001 — Argent Road Widening (Phase 1) Page 9 of 9 a a = -�- Slpc itc EXHIBIT A Pasco Office 1110 Osprey Point Blvd., Suite 105 Pasco, WA 99301 509.374.4248 www.mackaysposito.com Argent Claim for Extra Work Associated with Revised WSDOT Right -of -Way Map for Port of Pasco properties within Phase 1 Widening Project 1. Summation of Hours by classification for each firm that is included in the claim See Attached Exhibit E-1. 2. Correspondence that directed the consultant to perform the additional work This occurred in several email requests from the City of Pasco and in person meeting with City of Pasco on Feb. 13, 2020 to perform the following work: • On Feb. 13, 2020 the City of Pasco requested that MacKay Sposito prepare a scope of work to revise the WSDOT right-of-way plan for the Port of Pasco's frontage along Argent Road and prepare additional legal description for each of the effected Port of Pasco parcels. • February 27, 2020 the City of Pasco send information via email (from Michael Uhlman) of a right-of-way take map prepared by the Port of Pasco's consultant that summarizes the estimated right-of-way take along the Argent Road frontage between Morasch Lane and N. 20th Ave. • Per email from Michael Uhlman on March 5, 2020, the City asked for only the Right-of-way map for Phase 1 be updated. Also, Michael informed MacKay Sposito that the Port of Pasco is not going to grant public utility easements along the Argent frontage, only right-of-way and therefor the R/W map will need to be revised to remove the public utility easement on the Port of Pasco properties. • This scope of work will include revising the Argent Phase 1 R/W plan that was finalized in June 2019 and prepare an updated R/W plan per the requirements of Chapter 25.47 of the LAG Manual and submitted for WSDOT review. Also revisions would be needed after WSDOT review. The R/W plan will include the CBC frontage between Saraceno Way and N 20th Avenue and Port of Pasco properties between Morasch Lane and N 20th Avenue (this work is already completed and will not be revised). A total of 3 Port of Pasco properties will have a right-of-way take and will require right-of-way and/or Temporary construction easement legal descriptions: 0 113290029 (Northeast corner of Argent and N 20th Ave)—R/W only 0 117010010 (North of Argent Road between Varney and N 20th Ave) – Revised TCE only 0 119180011 (North of Argent Road between Varney and 119210023) -Revised TCE only • Prepare 3 legal descriptions 3. Timeframe of the additional work that was outside of the project scope. The consultant has already begun this work. Time frame for preparation of revised right-of-way plan for 1" submittal to WSDOT, is 5 working days from notice to proceed on the scope of work of this Claim. MacKay + Sposito Pasco Office 1110 Osprey Point Blvd., Suite 105 Pasco, WA 99301 509.374.4248 www.mackaysposito.com 4. Summary of direct labor dollars, overhead cost, profit and reimbursable costs associated with the additional work. See Attached Exhibit E-1. Also: MacKay Sposito Direct Labor Dollars: $1,220.50 Overhead Cost: $2,074.85 Fixed Fee: $366.15 Reimburseoble: $50.00 Total: $3,711.50 5. Explanation as to why the Consultant believes the additional work was outside of the agreement scope of work. The original scope of work agreement excluded the preparation of a WSDOT Right-of-way plan and the original scope of work excluded the preparation of legal descriptions for the Port of Pasco property (only legal descriptions for the CBC property were included in the scope of work). The requested scope of work is to revise legal descriptions for the Port of Pasco that were already completed in 2019 to remove the utility easements. EXHIBIT B Street/CityUtilities Misc. Kittelson & Associates LA Design MacKay Sposito QA/QC Admin ger Proi Engineer Engineer 11 Engin Tech 11 landscape Manager Landscap110eslgner Senior Principal Admin Total Senior Principal 51.6 SO Su SO Total Fees KfUndsm $148.00 $107.00 $103.00- $146.00 $84.00 $244.0 $69.00 $259.29 $165.17 $11984 $104.37 1 hrs. 3 hrs. 1 hrs. 3 hrs. $21.33 $126.00 $36.27 $214.20 6.40 $37.80 $64.00 $378.00 6 hrs. 12 hrs. 8 hrs. 26 hrs. $1,094.50 $1,860.65 $328.35 $3,28350 cannot be resolved by agreement of the parties, said dispute shall be resolved by arbitration pursuant to RCW 7.04A, as amended, with both parties waiving the right of a jury trial upon trial de novo, with venue placed in Pasco, Franklin County, Washington. The substantially prevailing party shall be entitled to its reasonable attorney fees and costs as additional award and judgment against the other. 16. Nonwaiver. Waiver by the City of any provision of this Agreement or any time limitation provided for in this Agreement shall not constitute a waiver of any other similar event or other provision of this Agreement. 17. Integration. This Agreement between the parties consists in its entirety of this document and any exhibits, schedules or attachments. Any modification of this Agreement or change order affecting this Agreement shall be in writing and signed by both parties. 18. Authorization. By signature below, each party warrants that they are authorized and empowered to execute this Agreement binding the City and the Consultant respectively. IN WITNESS WHEREOF, the parties have caused this Agreement to be executed on the date first written above. CITY OF PASCO, WASHINGTON Public Works ATTEST: Debra C. Barham, City Clerk APPROVED AS TO FORM: Kerr Ferguson Law, PLLC, City Attorney CONSULTANT Z J, Z< Derrick P. 9mith, President Professional Services Agreement — MacKay Sposito Agreement No. 20-014 12001 —Argent Road Widening (Phase 1) Page 9 of 9 'ACUR" CERTIFICATE OF LIABILITY INSURANCE DATE (MMDD/YYYY) 3/24/2020 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must have ADDITIONAL INSURED provisions or be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). PRODUCER Davidson & Associates Insurance Inc 610 Esther St Ste 101 Vancouver WA 98660 CONTACT NAME. Davidson & Associates Insurance Inc PHONE 360-514-9550 A c. No �AICE-MAIL ADDRESS. info davidsoninsurance.com INSURER(S)AFFORDING COVERAGE NAIC # Y INSURERA Phoenix Insurance Company 25623 6801J317949 INSURER B Travelers Cas Ins Co of Americ INSURED MACKSPO-01 MacKay & Sposito Inc DBA MacKay Sposito 1325 SE Tech Center Dr Ste 140 INSURER C Travelers Casualty & Surety 19038 INSURER D Travelers Indemnity Company 25666 Vancouver WA 98683 INSURER E INSURER F : COVERAGES CERTIFICATE NUMBER: 1826629830 REVISION NUMBER: THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS. EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. INSR LTR TYPE OF INSURANCE ^nn' "' ICY NUMBER POLICY EFF MM/DD/YY Y POLICY EXP MM/DD/YYYY LIMITS D X COMMERCIAL GENERAL LIABILITY Y 6801J317949 12/31/2019 12/31/2020 EACH OCCURRENCE $1,000,000 � OCCUR L5A'11E PREMISESOEaoccurrrence $1,000,000 _7CLAIMS-MADE X MED EXP (Any one person) $ 5,000 Business Owners PERSONAL & ADV INJURY $ 1,000,000 GEN'L AGGREGATE LIMITAPPLIES PER GENERAL AGGREGATE $2,000,000 POLICY FX] JECT F—] LOC PRODUCTS -COMP/OPAGG $2,000,000 $ OTHER A AUTOMOBILE LIABILITY BA1519R231 12/31/2019 12/31/2020 COMBINED SINGLE LIMIT $1,000,000 Ea accident BODI LY INJURY (Per person) $ X ANYAUTO OWNED SCHEDULED AUTOS ONLY AUTOS BODI LY INJURY (Per accident) $ PROPERTY DAMAGE - HIRED NON -OWNED AUTOS ONLY AUTOS ONLY Per acciden ' UMBRELLA LIAB OCCUR EACHOCCURRENCE AGGREGATE EXCESS LIAB CLAIMS -MADE DED I I RETENTION $ C WORKERS COMPENSATION AND EMPLOYERS' LIABILITYY/N ANYPROPRIETOR/PARTNEFJEXECUTIVE UB9J092450 12/31/2019 12/31/2020 X PER OTH- TATUTE ER E. L. EACH ACCIDENT $1,000,000 OFFICER/MEMBEREXCLUDED? (Mandatory in NH) N EL. DISEASE EA EMPLOYEE $1,000,000 If yes, describe under DESCRIPTION OF OPERATIONS below E.L. DISEASE POLICY LIMIT $ 1,000,000 B PROFESSIONAL LIABILITY 107023673 12/31/2019 12/31/2020 PER CLAIM 1,000,000 AGGREGATE 1,000,000 DESCRIPTION OF OPERATIONS/ LOCATIONS /VEHICLES (ACORD 101, Additional Remarks Schedule, maybe attached if more space is required) City of Pasco is named as additional insured with respect to work performed by the insured under written contract. UEKI IFIUAI E HULL) EK City of Pasco 525 North 3rd P.O. Box 293 Pasco WA 99301 SHOULDANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS t� ATIVE 0 1 988-201 5 ACORD CORPORATION. Al rights reserved. ACORD 25 (2016/03) The ACORD name and logo are registered marks of ACORD MaCKay & Sposito Inc 6801J317949 COMMERCIAL GENERAL LIABILITY THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. BLANKET ADDITIONAL INSURED (ARCHITECTS, ENGINEERS AND SURVEYORS) This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART 1. The following is added to SECTION II — WHO IS AN INSURED: Any person or organization that you agree in a "written contract requiring insurance" to include as an additional insured on this Coverage Part, but: a. Only with respect to liability for "bodily injury", "property damage" or "personal injury"; and b. If, and only to the extent that, the injury or damage is caused by acts or omissions of you or your subcontractor in the performance of "your work" to which the "written contract requiring insurance" applies, or in connection with premises owned by or rented to you. The person or organization does not qualify as an additional insured: c. With respect to the independent acts or omissions of such person or organization; or d. For "bodily injury", "property damage" or "personal injury" for which such person or organization has assumed liability in a contract or agreement. The insurance provided to such additional insured is limited as follows: e. This insurance does not apply on any basis to any person or organization for which coverage as an additional insured specifically is added by another endorsement to this Coverage Part. f. This insurance does not apply to the rendering of or failure to render any "professional services". g. In the event that the Limits of Insurance of the Coverage Part shown in the Declarations exceed the limits of liability required by the "written contract requiring insurance", the insurance provided to the additional insured shall be limited to the limits of liability required by that "written contract requiring insurance". This endorsement does not increase the limits of insurance described in Section III — Limits Of Insurance. h. This insurance does not apply to "bodily injury" or "property damage" caused by "your work" and included in the "products - completed operations hazard" unless the "written contract requiring insurance" specifically requires you to provide such coverage for that additional insured, and then the insurance provided to the additional insured applies only to such "bodily injury" or "property damage" that occurs before the end of the period of time for which the "written contract requiring insurance" requires you to provide such coverage or the end of the policy period, whichever is earlier. 2. The following is added to Paragraph 4.a. of SECTION IV — COMMERCIAL GENERAL LIABILITY CONDITIONS: The insurance provided to the additional insured is excess over any valid and collectible other insurance, whether primary, excess, contingent or on any other basis, that is available to the additional insured for a loss we cover. However, if you specifically agree in the "written contract requiring insurance" that this insurance provided to the additional insured under this Coverage Part must apply on a primary basis or a primary and non-contributory basis, this insurance is primary to other insurance available to the additional insured which covers that person or organizations as a named insured for such loss, and we will not share with the other insurance, provided that: (1) The "bodily injury" or "property damage" for which coverage is sought occurs; and (2) The "personal injury" for which coverage is sought arises out of an offense committed; after you have signed that "written contract requiring insurance". But this insurance provided to the additional insured still is excess over valid and collectible other insurance, whether primary, excess, contingent or on any other basis, that is available to the additional insured when that person or organization is an additional insured under any other insurance. CG D3 81 09 15 © 2015 The Travelers Indemnity Company. All rights reserved. Page 1 of 2 Includes the copyrighted material of Insurance Services Office, Inc., with its permission COMMERCIAL GENERAL LIABILITY 3. The following is added to Paragraph 8., Transfer Of Rights Of Recovery Against Others To Us, of SECTION IV — COMMERCIAL GENERAL LIABILITY CONDITIONS: We waive any right of recovery we may have against any person or organization because of payments we make for "bodily injury", "property damage" or "personal injury" arising out of "your work" performed by you, or on your behalf, done under a "written contract requiring insurance" with that person or organization. We waive this right only where you have agreed to do so as part of the "written contract requiring insurance" with such person or organization signed by you before, and in effect when, the "bodily injury" or "property damage" occurs, or the "personal injury" offense is committed. 4. The following definition is added to the DEFINITIONS Section: "Written contract requiring insurance" means that part of any written contract under which you are required to include a person or organization as an additional insured on this Coverage Part, provided that the "bodily injury" and "property damage" occurs and the "personal injury" is caused by an offense committed: a. After you have signed that written contract; b. While that part of the written contract is in effect; and c. Before the end of the policy period. Page 2 of 2 © 2015 The Travelers Indemnity Company. All rights reserved. CG D3 81 09 15 Includes the copyrighted material of Insurance Services Office, Inc., with its permission COMMERCIAL GENERAL LIABILITY POLICY NUMBER: 680-iJ317949-19-47 ISSUE DATE:12/30/2019 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. TOTAL AGGREGATE LIMIT OTHER THAN PROJECTS AND DESIGNATED PROJECT AND LOCATION AGGREGATE LIMITS This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART SCHEDULE — LIMITS OF INSURANCE AND DESIGNATED PROJECTS AND LOCATIONS LIMITS OF INSURANCE Total Aggregate Limit $ 18, 000, 000 (Other Than Projects and Products -Completed Operations) Designated Location Aggregate Limit $ 2,000,000 (Other Than Products -Completed Operations) Designated Project Aggregate Limit $ 2,000,000 (Other Than Products -Completed Operations) General Aggregate Limit $ 2,000,000 (Other Than Products -Completed Operations) Designated Projects: Each "project" for which you have agreed, in a written contract which is in effect during this policy period, to provide a separate General Aggregate Limit, provided that the contract is signed by you before the "bodily injury" or "property damage" occurs. Designated Locations: All locations listed in Item 3. of the Common Policy Declarations or in any Master Pac Account Exposure Endorsement included in this policy. PROVISIONS 1. The General Aggregate Limit (Other Than 1. The Limits of Insurance shown in the Products -Completed Operations) shown in the Declarations or the Schedule — Limits Of Declarations is replaced by the Limits of Insurance And Designated Projects And Insurance shown in the Schedule — Limits Of Locations, whichever apply, and the rules Insurance And Designated Projects And below fix the most we will pay regardless of Locations. the number of: 2. The following replaces Paragraph 1. of SECTION a. Insureds; III — LIMITS OF INSURANCE: b. Claims made or "suits" brought; CG D4 69 02 19 © 2017 The Travelers Indemnity Company. All rights reserved. Page 1 of 3 Includes copyrighted material of Insurance Services Office, Inc. with its permission. COMMERCIAL GENERAL LIABILITY c. Persons or organizations making claims under Coverage B. Instead, the or bringing "suits"; or General Aggregate Limit described in d. "Projects" or "locations". Paragraph 2.d. below applies to such damages. 3. The following replaces Paragraph 2. of SECTION III — LIMITS OF INSURANCE: (5) Any payments made for damages or 2. a. The Total Aggregate Limit shown in the medical expenses to which the Designated Project Aggregate Limit Schedule — Limits Of Insurance And applies will reduce the Designated Designated Projects And Locations is the 9 J Project Aggregate Limit for the most we will pay for the sum of all applicable "project". Such payments amounts under the Designated Location will not reduce the Total Aggregate Aggregate Limit and all amounts under Limit, the General Aggregate Limit the General Aggregate Limit. This described in Paragraph 2.d. below, includes: the Designated Project Aggregate (1) Damages under Coverage A, except Limit for any other "project" or the damages because of "bodily injury" or Designated Location Aggregate Limit. "property damage" included in c. Subject to the Total Aggregate Limit the "products -completed operations described in Paragraph 2.a. above, the hazard"; Designated Location Aggregate Limit (2) Damages under Coverage B; and shown in the Schedule — Limits Of (3) Medical expenses under Coverage C. Insurance And Designated Projects And Locations applies and is further subject to b. The Designated Project Aggregate Limit 9 Jall of the following provisions: shown in the Schedule — Limits Of Insurance And Designated Projects And (1) The Designated Location Aggregate Locations applies and is further subject to Limit is the most we will pay for the all of the following provisions: sum of: (1) The Designated Project Aggregate (a) Damages under Coverage A Limit is the most we will pay for the because of "bodily injury" and sum of: "property damage" caused by (a) Damages under Coverage A "occurrences'; and because of "bodily injury" and (b) Medical expenses under "property damage" caused by Coverage C for "bodily injury" "occurrences"; and caused by accidents; (b) Medical expenses under that can be attributed only to Coverage C for "bodily injury" operations at a single "location". caused by accidents; (2) The Designated Location Aggregate that can be attributed only to Limit applies separately to each operations at a single "project" "location". (2) The Designated Project Aggregate (3) The Designated Location Aggregate Limit applies separately to each Limit does not apply to damages °'project". because of "bodily injury" or "property (3) The Designated Project Aggregate damage" included in the "products - Limit does not apply to damages completed operations hazard". because of "bodily injury" or "property Instead, the Products -Completed damage" included in the "products- Operations Aggregate Limit completed operations hazard". described in Paragraph 3. below Instead, the Products -Completed applies to such damages. Operations Aggregate Limit (4) The Designated Location Aggregate described in Paragraph 3. below Limit does not apply to damages applies to such damages. under Coverage B. Instead, the (4) The Designated Project Aggregate General Aggregate Limit described in Limit does not apply to damages Page 2 of 3 © 2017 The Travelers Indemnity Company. All rights reserved. CG D4 69 02 19 Includes copyrighted material of Insurance Services Office, Inc. with its permission. Paragraph 2.d. below applies to such damages. (5) Any payments made for damages or medical expenses to which the Designated Location Aggregate Limit applies will reduce: (a) The Total Aggregate Limit; and (b) The Designated Location Aggregate Limit for the applicable "location". Such payments will not reduce the General Aggregate Limit described in Paragraph 2.d. below, the Designated Project Aggregate Limit or the Designated Location Aggregate Limit for any other "location". d. Subject to the Total Aggregate Limit described in Paragraph 2.a. above, the General Aggregate Limit shown in the Schedule — Limits Of Insurance And Designated Projects And Locations applies and is further subject to all of the following provisions: (1) The General Aggregate Limit is the most we will pay for the sum of: (a) Damages under Coverage A because of "bodily injury" and "property damage" caused by "occurrences", and medical expenses under Coverage C for "bodily injury" caused by accidents, that cannot be attributed only to operations at a single "project" or a single "location"; and (b) Damages under Coverage B. (2) The General Aggregate Limit does not apply to damages for "bodily injury" or "property damage" included in the "products -completed oper- ations hazard". Instead, the Products -Completed Operations Aggregate Limit described in Paragraph 3. below applies to such damages. (3) Any payments made for damages or medical expenses to which the COMMERCIAL GENERAL LIABILITY General Aggregate Limit applies will reduce: (a) The Total Aggregate Limit; and (b) The General Aggregate Limit. Such payments will not reduce the Designated Project Aggregate Limit for any "project" or the Designated Location Aggregate Limit for any "location". 4. The following replaces Paragraph 3. of SECTION III — LIMITS OF INSURANCE: 3. The Products -Completed Operations Aggre- gate Limit shown in the Declarations is the most we will pay under Coverage A for damages because of "bodily injury" or "property damage" included in the "products - completed operations hazard". Any payments made for such damages will not reduce the Total Aggregate Limit, the General Aggregate Limit, the Designated Project Aggregate Limit for any "project" or the Designated Location Aggregate Limit for any "location". S. The following is added to the DEFINITIONS Section: "Location" means any designated location shown in the Schedule — Limits Of Insurance And Designated Projects and Locations that is owned by or rented to you. For the purposes of determining the applicable aggregate limit of insurance, each 'location" that includes a premises involving the same or connecting lots, or premises whose connection is interrupted only by a street, roadway or waterway, or by a right-of- way of a railroad, will be considered a single "location". "Project" means any designated project shown in the Schedule — Limits Of Insurance And Designated Projects And Locations that is away from premises owned by or rented to you and at which you are performing operations pursuant to a contract or agreement. For the purposes of determining the applicable aggregate limit of insurance, each "project" that includes a premises involving the same or connecting lots, or premises whose connection is interrupted only by a street, roadway or waterway, or by a right-of- way of a railroad, will be considered a single "'project". CG D4 69 02 19 © 2017 The Travelers Indemnity Company. All rights reserved. Page 3 of 3 Includes copyrighted material of Insurance Services Office, Inc. with its permission. 4. Loss Payment — Physical Damage Cover- ages At our option, we may: a. Pay for, repair or replace damaged or sto- len property: b. Return the stolen property, at our ex- pense. We will pay for any damage that results to the "auto" from the theft; or c. Take all or any part of the damaged or stolen property at an agreed or appraised value. If we pay for the "loss", our payment will in- clude the applicable sales tax for the dam- aged or stolen property_ 5. Transfer Of Rights Of Recovery Against Others To Us If any person or organization to or for whom we make payment under this Coverage Form has rights to recover damages from another, those rights are transferred to us. That person or organization must do everything necessary to secure our rights and must do nothing after °'accident" or "loss" to impair them. B. General Conditions 1. Bankruptcy Bankruptcy or insolvency of the "insured" or the "insured's" estate will not relieve us of any obligations under this Coverage Form. 2. Concealment, Misrepresentation Or Fraud This Coverage Form is void in any case of fraud by you at any time as it relates to this Coverage Form. It is also void if you or any other "insured", at any time, intentionally con- ceals or misrepresents a material fact con- cerning: a. This Coverage Form; b. The covered "auto"; c. Your interest in the covered "auto"; or d. A claim under this Coverage Form. 3. Liberalization If we revise this Coverage Form to provide more coverage without additional premium charge, your policy will automatically provide the additional coverage as of the day the re- vision is effective in your state. 4. No Benefit To Bailee — Physical Damage Coverages We will not recognize any assignment or grant any coverage for the benefit of any per- COMMERCIAL AUTO son or organization holding, storing or trans- porting property for a fee regardless of any other provision of this Coverage Form. 5. Other Insurance a. For any covered "auto" you own, this Coverage Form provides primary insur- ance. For any covered "auto" you don't own, the insurance provided by this Cov- erage Form is excess over any other col- lectible insurance. However, while a cov- ered "auto" which is a "trailer" is con- nected to another vehicle, the Covered Autos Liability Coverage this Coverage Form provides for the "trailer" Is: (1) Excess while it is connected to a mo- tor vehicle you do not own, or (2) Primary while it is connected to a covered "auto" you own. b. For Hired Auto Physical Damage Cover- age, any covered "auto" you lease, hire, rent or borrow is deemed to be a covered "auto" you own. However, any "auto" that is leased, hired, rented or borrowed with a driver is not a covered "auto". c. Regardless of the provisions of Para- graph a. above, this Coverage Form's Covered Autos Liability Coverage is pri- mary for any liability assumed under an "insured contract". d. When this Coverage Form and any other Coverage Form or policy covers on the same basis, either excess or primary, we will pay only our share. Our share is the proportion that the Limit of Insurance of our Coverage Form bears to the total of the limits of all the Coverage Forms and policies covering on the same Uasis. S. Premium Audit a. The estimated premium for this Coverage Form is based on the exposures you told us you would have when this policy be- gan. We will compute the final premium due when we determine your actual ex- posures. The estimated total premium will be credited against the final premium due and the first Named Insured will be billed for the balance, if any. The due date for the final premium or retrospective pre- mium is the date shown as the due date on the bill. If the estimated total premium exceeds the final premium due, the first Named Insured will get a refund. CA 00 01 10 13 © Insurance Services Office, Inc., 2011 bviwr,M Mi IIA40hl IRI )IN @AfMava. Bina fA* nma+ AxIv. Page 9 of 12