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HomeMy WebLinkAboutGray & Osborne, Inc - Professional Services Agreement AGREEMENT BETWEEN CITY OF YAKIMA,WASHINGTON AND_GRAY&OSBORNE,INC._FOR PROFESSIONAL SERVICES ao20 THIS AGREEMENT, made and entered into on this 4",1 day of JuY1t_ , 20XX, by and between the City of Yakima,Washington,a municipal corporation with its principal office at 129 North Second Street,Yakima, WA 98901, (hereinafter referred to as "CITY"), and Gray &Osborne, Inc. with its principal office at 180 Iron Horse Ct.,Yakima, WA 98901, (hereinafter referred to as "ENGINEER"); said corporation being licensed and registered to do business in the State of Washington, and will provide Engineering services under this Agreement for WWTF Industrial Waste Digester Hot Water Supply and Hot Water Return (HWS-HWR) Pipe Replacement on behalf of the City of Yakima, Project No.),' .OI(PG2 , herein referred to as the"PROJECT." WITNESSETH: RECITALS WHEREAS,CITY desires to retain the ENGINEER to provide engineering services for design and construction of the PROJECT,as described in this Agreement and subsequent Amendments thereto;and WHEREAS, ENGINEER represents that it has available and offers to provide personnel with knowledge and experience necessary to satisfactorily accomplish the work within the required time and that it has no conflicts of interest prohibited by law from entering into this Agreement; NOW,THEREFORE,CITY and ENGINEER agree as follows: SECTION 1 INCORPORATION OF RECITALS 1.1 The above recitals are incorporated into these operative provisions of the Agreement. SECTION 2 SCOPE OF SERVICES 2.0.1 ENGINEER agrees to perform those services described hereafter. Unless modified in writing by both parties,duties of ENGINEER shall not be construed to exceed those services specifically set forth herein. 2.0.2 ENGINEER shall use its best efforts to maintain continuity in personnel and shall assign, Nancy Wetch, P.E. as Principal-in-Charge throughout the term of this Agreement unless other personnel are approved by the CITY. 2.1 Basic Services: ENGINEER agrees to perform those tasks described in Exhibit A,entitled "WWTF HWS-HWR Pipe Replacement"(WORK)which is attached hereto and made a part of this Agreement as if fully set forth herein. 2.2 Additional Services: CITY and ENGINEER agree that not all WORK to be performed by ENGINEER can be defined in detail at the time this Agreement is executed, and that additional WORK related to the Project and not covered in Exhibit A may be needed during performance of this Agreement. CITY may,at any time, by written order, direct the ENGINEER to revise portions of the PROJECT WORK previously completed in a satisfactory manner, delete portions of the PROJECT, or request that the ENGINEER perform additional Page 1 WORK beyond the scope of the PROJECT WORK. Such changes hereinafter shall be referred to as "Additional Services." 2.2.1 If such Additional Services cause an increase or decrease in the ENGINEER'S cost of, or time required for, performance of any services under this Agreement, a contract price and/or completion time adjustment pursuant to this Agreement shall be made and this Agreement shall be modified in writing; any amendments to the Agreement shall become effective upon written acceptance by the parties hereto. 2.2.2 Compensation for each such request for Additional Services shall be negotiated by the CITY and the ENGINEER according to the provisions set forth in Exhibit B,attached hereto and incorporated herein by this reference,and if so authorized,shall be considered part of the PROJECT WORK. The ENGINEER shall not perform any Additional Services until so authorized by CITY and agreed to by the ENGINEER in writing. 2.3 The ENGINEER must assert any claim for adjustment in writing within thirty(30)days from the date of the ENGINEER's receipt of the written notification of change. SECTION 3 CITY'S RESPONSIBILITIES 3.1 CITY-FURNISHED DATA: The CITY will provide to the ENGINEER all technical data in the CITY'S possession relating to the ENGINEER'S services on the PROJECT including information on any pre-existing conditions known to the CITY that constitute hazardous waste contamination on the PROJECT site as determined by an authorized regulatory agency. 3.2 ACCESS TO FACILITIES AND PROPERTY: The CITY will make its facilities reasonably accessible to ENGINEER as required for ENGINEER'S performance of its services and will provide labor and safety equipment as reasonably required by ENGINEER for such access. 3.3 TIMELY REVIEW: The CITY will examine the ENGINEER'S studies,reports,sketches,drawings,specifications, proposals, and other documents; obtain advice of an attorney, insurance counselor, accountant, auditor, bond and financial advisors, and other consultants as CITY deems appropriate; and render in writing decisions required of CITY in a timely manner. Such examinations and decisions,however,shall not relieve the ENGINEER of any contractual obligations nor of its duty to render professional services meeting the standards of care applicable to its profession. 3.4 CITY shall appoint a CITY'S Representative with respect to WORK to be performed under this Agreement. CITY'S Representative shall have complete authority to transmit instructions and receive information. ENGINEER shall be entitled to reasonably rely on such instructions made by the CITY'S Representative unless otherwise directed in writing by the CITY, but ENGINEER shall be responsible for bringing to the attention of the CITY'S Representative any instructions which the ENGINEER believes are inadequate, incomplete,or inaccurate based upon the ENGINEER'S knowledge. 3.5 Any documents, services, and reports provided by the CITY to the ENGINEER are available solely as additional information to the ENGINEER and will not relieve the ENGINEER of its professional duties and obligations under this Agreement or at law. The ENGINEER shall be entitled to reasonably rely upon the accuracy and the completeness of such documents, services and reports, but shall be responsible for Page 2 exercising customary professional care in using and reviewing such documents, services, and reports and drawing conclusions from them. SECTION 4 AUTHORIZATION,PROGRESS,AND COMPLETION 4.1 In signing this Agreement,CITY grants ENGINEER specific authorization to proceed with WORK described in Exhibit A. The time for completion is defined in Exhibit A,or as amended. SECTION 5 COMPENSATION 5.1 COMPENSATION ON A TIME SPENT BASIS AT SPECIFIC HOURLY RATES: For the services described in Exhibit A, compensation shall be according to Exhibit C-Schedule of Specific Hourly Rates, attached hereto and incorporated herein by this reference, on a time spent basis plus reimbursement for direct non-salary expenses. 5.1.1 DIRECT NON-SALARY EXPENSES: Direct Non-Salary Expenses are those costs incurred on or directly for the PROJECT including, but not limited to, necessary transportation costs, including current rates for ENGINEER'S vehicles; meals and lodging; laboratory tests and analyses;printing, binding and reproduction charges; all costs associated with other outside nonprofessional services and facilities;special CITY-requested and PROJECT-related insurance and performance warranty costs; and other similar costs. Reimbursement for Direct Non-Salary Expenses will be on the basis of actual charges plus a reasonable markup, not to exceed ten percent (10%), and on the basis of current rates when furnished by ENGINEER. Estimated Direct Non-Salary Expenses are shown in Exhibit B. 5.1.1.1 Travel costs, including transportation, lodging,subsistence,and incidental expenses incurred by employees of the ENGINEER and each of the Subconsultants in connection with PROJECT WORK;provided,as follows: • That a maximum of U.S.INTERNAL REVENUE SERVICE allowed cents per mile will be paid for the operation, maintenance, and depreciation costs of company or individually owned vehicles for that portion of time they are used for PROJECT WORK. ENGINEER, whenever possible, will use the least expensive form of ground transportation. • That reimbursement for meals inclusive of tips shall not exceed a maximum of forty dollars ($40) per day per person. This rate may be adjusted on a yearly basis. • That accommodation shall be at a reasonably priced hotel/motel. • That air travel shall be by coach class, and shall be used only when absolutely necessary. 5.1.2 Telephone charges,computer charges,in-house reproduction charges,first class postage,and FAX charges are not included in the direct expense costs, but are considered included in the Schedule of Specific Hourly Billing Rates. 5.1.3 Professional Subconsultants. Professional Subconsultants are those costs for engineering, architecture, geotechnical services and similar professional services approved by the CITY. Page 3 Reimbursement for Professional Subconsultants will be on the basis of actual costs billed plus a reasonable markup,not to exceed ten percent(10%)for services provided to the CITY through this Agreement. Estimated Subconsultant costs are shown in Exhibit B. 5.2 Unless specifically authorized in writing by the CITY,the total budgetary amount for this PROJECT shall not exceed forty nine thousand eight hundred sixteen Dollars ($49,816). The ENGINEER shall make all reasonable efforts to complete the WORK within the budget and will keep CITY informed of progress toward that end so that the budget or WORK effort can be adjusted if found necessary. The ENGINEER is not obligated to incur costs beyond the indicated budget, as may be adjusted, nor is the CITY obligated to pay the ENGINEER beyond these limits. When any budget has been increased, the ENGINEER'S excess costs expended prior to such increase will be allowable to the same extent as if such costs had been incurred after the approved increase,and provided that the City was informed in writing at the time such costs were incurred. 5.3 The ENGINEER shall submit to the City's Representative an invoice each month for payment for PROJECT services completed through the accounting cut-off day of the previous month. Such invoices shall be for PROJECT services and WORK performed and costs incurred prior to the date of the invoice and not covered by previously submitted invoices. The ENGINEER shall submit with each invoice a summary of time expended on the PROJECT for the current billing period, copies of subconsultant invoices, and any other supporting materials and details determined necessary by the City to substantiate the costs incurred. CITY will use its best efforts to pay such invoices within thirty(30)days of receipt and upon approval of the WORK done and amount billed.CITY will notify the ENGINEER promptly if any problems are noted with the invoice. CITY may question any item in an invoice, noting to ENGINEER the questionable item(s) and withholding payment for such item(s). The ENGINEER may resubmit such item(s)in a subsequent invoice together with additional supporting information requested. 5.4 If payment is not made within sixty(60)days following receipt of approved invoices,interest on the unpaid balance shall accrue beginning with the sixty-first(615t)day at the rate of 1.0%per month or the maximum interest rate permitted by law,whichever is less;provided, however,that no interest shall accrue pursuant to Chapter 39.76 RCW when before the date of timely payment a notice of dispute is issued in good faith by the CITY to the ENGINEER pursuant to the terms of RCW 39.76.020(4). 5.5 Final payment of any balance due the ENGINEER for PROJECT services will be made within forty-five (45) days after satisfactory completion of the services required by this Agreement as evidenced by CITY's written acceptance and after such audit or verification as CITY may deem necessary, together with ENGINEER's execution and delivery of a release of all known payment claims against CITY arising under or by virtue of this Agreement,other than such payment claims, if any,as may be specifically exempted by the ENGINEER from the operation of the release in stated amounts to be set forth therein. 5.6 Payment for any PROJECT services and WORK shall not constitute a waiver or release by CITY of any claims, right,or remedy it may have against the ENGINEER under this Agreement or by law,nor shall such payment constitute a waiver, remission,or discharge by CITY of any failure or fault of the ENGINEER to satisfactorily perform the PROJECT WORK as required under this Agreement. SECTION 6 RESPONSIBILITY OF ENGINEER 6.1 The ENGINEER shall be responsible for the professional quality, technical adequacy and accuracy, timely completion,and the coordination of all plans,designs,drawings,specifications, reports,and other services Page 4 furnished by the ENGINEER under this Agreement. The ENGINEER shall,without additional compensation, correct or review any errors,omissions,or other deficiencies in its plans, designs, drawings,specifications, reports, and other services. The ENGINEER shall perform its WORK according to generally accepted civil engineering standards of care and consistent with achieving the PROJECT WORK within budget, on time, and in compliance with applicable laws, regulations,and permits. 6.2 CITY'S review or approval of, or payment for, any plans, drawings, designs, specifications, reports, and incidental WORK or services furnished hereunder shall not in any way relieve the ENGINEER of responsibility for the technical adequacy,completeness,or accuracy of its WORK and the PROJECT WORK. CITY'S review, approval, or payment for any of the services shall not be construed to operate as a waiver of any rights under this Agreement or at law or any cause of action arising out of the performance of this Agreement. 6.3 In performing WORK and services hereunder, the ENGINEER and its subcontractors, subconsultants, employees,agents,and representatives shall be acting as independent contractors and shall not be deemed or construed to be employees or agents of CITY in any manner whatsoever. The ENGINEER shall not hold itself out as,nor claim to be,an officer or employee of CITY by reason hereof and shall not make any claim, demand, or application to or for any right or privilege applicable to an officer or employee of CITY. The ENGINEER shall be solely responsible for any claims for wages or compensation by ENGINEER's employees, agents, and representatives, including subconsultants and subcontractors, and shall save and hold CITY harmless therefrom. 6.4 INDEMNIFICATION: (a) ENGINEER agrees to defend,indemnify,and hold harmless the CITY,its elected and appointed officials, agents, officers, employees and volunteers (hereinafter "parties protected") from (1) claims, demands, liens, lawsuits, administrative and other proceedings,(including reasonable costs and attorney's fees)and (2)judgments,awards, losses, liabilities,damages, penalties, fines, costs and expenses of any kind claimed by third parties arising out of, or related to any death, injury, damage or destruction to any person or any property to the extent caused by any negligent act, action, default, error, omission or willful misconduct arising out of the Engineer's performance under this Agreement. In the event that any lien is placed upon the City's property or any of the City's officers, employees or agents as a result of the negligence or willful misconduct of the Engineer,the Engineer shall at once cause the same to be dissolved and discharged by giving bond or other necessary satisfaction. (b) CITY agrees to indemnify and hold the ENGINEER harmless from loss,cost,or expense of any kind claimed by third parties, including without limitation such loss, cost, or expense resulting from injuries to persons or damages to property,caused solely by the negligence or willful misconduct of the CITY,its employees,or agents in connection with the PROJECT. (c) If the negligence or willful misconduct of both the ENGINEER and the CITY(or a person identified above for whom each is liable) is a cause of such third party claim,the loss, cost,or expense shall be shared between the ENGINEER and the CITY in proportion to their relative degrees of negligence or willful misconduct and the right of indemnity will apply for such proportion. (d) Nothing contained in this Section or this Agreement shall be construed to create a liability or a right of indemnification in any third party. Page 5 6.5 In any and all claims by an employee of the ENGINEER, any subcontractor, anyone directly or indirectly employed by any of them, or anyone for whose acts any of them may be liable, the indemnification obligations under this Agreement shall not be limited in any way by any limitation on the amount or types of damages, compensation,or benefits payable by or for the ENGINEER or a subcontractor under workers' or workmens' compensation acts, disability benefit acts, or other employee benefit acts. The ENGINEER specifically and expressly waives its immunity under the Industrial Insurance Act,Title 51,RCW. Such waiver has been mutually negotiated by the ENGINEER and the CITY. 6.6 It is understood that any resident engineering or inspection provided by ENGINEER is for the purpose of determining compliance with the technical provisions of PROJECT specifications and does not constitute any form of guarantee or insurance with respect to the performance of a contractor. ENGINEER does not assume responsibility for methods or appliances used by a contractor, for a contractor's safety programs or methods, or for contractors' compliance with laws and regulations. CITY shall use its best efforts to ensure that the construction contract requires that the contractor(s) indemnify and name CITY, the CITY's and the ENGINEER's officers, principals, employees, agents, representatives, and engineers as additional insureds on contractor's insurance policies covering PROJECT, exclusive of insurance for ENGINEER professional liability. 6.7 SUBSURFACE INVESTIGATIONS: In soils,foundation,groundwater,and other subsurface investigations,the actual characteristics may vary significantly between successive test points and sample intervals and at locations other than where observation, exploration, and investigations have been made. Because of the inherent uncertainties in subsurface evaluations, changed or unanticipated underground conditions may occur that could affect total PROJECT cost and/or execution. These conditions and cost/execution effects are not the responsibility of the ENGINEER,to the extent that ENGINEER has exercised the applicable and appropriate standard of professional care,thoroughness and judgment in performing such investigations. SECTION 7 PROJECT SCHEDULE AND BUDGET 7.1 The general PROJECT schedule and the budget for both the entire PROJECT and its component tasks shall be as set forth in this Agreement and attached Exhibits. The project schedule and performance dates for the individual tasks shall be mutually agreed to by the CITY and the ENGINEER within fifteen(15)days after execution of this Agreement. The performance dates and budgets for tasks may be modified only upon written agreement of the parties hereto. The performance date for tasks and the completion date for the entire PROJECT shall not be extended, nor the budget increased because of any unwarranted delays attributable to the ENGINEER,but may be extended or increased by the CITY in the event of a delay caused by special services requested by the CITY or because of unavoidable delay caused by any governmental action or other conditions beyond the control of the ENGINEER which could not be reasonably anticipated or avoided. 7.2 Not later than the tenth (10th) day of each calendar month during the performance of the PROJECT, the ENGINEER shall submit to the CITY's Representative a copy of the current schedule and a written narrative description of the WORK accomplished by the ENGINEER and subconsultants on each task,indicating a good faith estimate of the percentage completion thereof on the last day of the previous month. Additional oral or written reports shall be prepared at the CITY's request for presentation to other governmental agencies and/or to the public. SECTION 8 REUSE OF DOCUMENTS Page 6 8.1 All internal WORK products of the ENGINEER are instruments or services of this PROJECT. There shall be no reuse, change, or alteration by the CITY or others acting through or on behalf of the CITY without written permission of the ENGINEER, which shall not be unreasonably withheld and will be at the CITY's sole risk. The CITY agrees to indemnify the ENGINEER and its officers, employees, subcontractors, and affiliated corporations from all claims, damages, losses, and costs including, but not limited to, litigation expenses and attorney's fees arising out of or related to such unauthorized reuse, change, or alteration; provided, however,that the ENGINEER will not be indemnified for such claims,damages, losses,and costs including, without limitation, litigation expenses and attorney fees if they were caused by the ENGINEER's own negligent acts or omissions. 8.2 The ENGINEER agrees that any and all plans, drawings, designs, specifications, computer programs, technical reports,operating manuals,calculations,notes,and other WORK submitted or which are specified to be delivered under this Agreement or which are developed or produced and paid for under this Agreement,whether or not complete,shall be owned by and vested in the CITY. 8.3 All rights to patents,trademarks,copyrights,and trade secrets owned by ENGINEER(hereinafter"Intellectual Property") as well as any modifications, updates or enhancements to said Intellectual Property during the performance of the WORK remain the property of ENGINEER,and ENGINEER does not grant CITY any right or license to such Intellectual Property. SECTION 9 AUDIT AND ACCESS TO RECORDS 9.1 The ENGINEER, including its subconsultants,shall maintain books, records,documents and other evidence directly pertinent to performance of the WORK under this Agreement in accordance with generally accepted accounting principles and practices consistently applied. The CITY, or the CITY's duly authorized representative, shall have access to such books, records, documents, and other evidence for inspection, audit, and copying for a period of three years after completion of the PROJECT. The CITY shall also have access to such books, records, and documents during the performance of the PROJECT WORK, if deemed necessary by the CITY,to verify the ENGINEER's WORK and invoices. 9.2 Audits conducted pursuant to this section shall be in accordance with generally accepted auditing standards and established procedures and guidelines of the reviewing or auditing agency. 9.3 The ENGINEER agrees to the disclosure of all information and reports resulting from access to records pursuant to this section provided that the ENGINEER is afforded the opportunity for an audit exit conference and an opportunity to comment and submit any supporting documentation on the pertinent portions of the draft audit report and that the final audit report will include ENGINEER's written comments, if any. 9.4 The ENGINEER shall ensure that the foregoing paragraphs are included in each subcontract for WORK on the Project. 9.5 Any charges of the ENGINEER paid by the CITY which are found by an audit to be inadequately substantiated shall be reimbursed to the CITY. SECTION 10 INSURANCE 10.1 At all times during performance of the WORK, ENGINEER shall secure and maintain in effect insurance to protect the CITY and the ENGINEER from and against all claims, damages, losses, and expenses arising out of or resulting from the performance of this Agreement. ENGINEER shall provide and maintain in force Page 7 insurance in limits no less than those stated below, as applicable. The CITY reserves the right to require higher limits should it deem it necessary in the best interest of the public. If ENGINEER carries higher coverage limits than the limits stated below,such higher limits shall be shown on the Certificate of Insurance and Endorsements and ENGINEER shall be named as an additional insured for such higher limits. 10.1.1 Commercial General Liability Insurance. Before this Agreement is fully executed by the parties, ENGINEER shall provide the CITY with a certificate of insurance as proof of commercial liability insurance and commercial umbrella liability insurance with a total liability limit of the limits required in the policy,subject to minimum limits of Two Million Dollars($2,000,000.00)per occurrence combined single limit bodily injury and property damage,and Two Million Dollars($2,000,000.00)general aggregate. The certificate shall clearly state who the provider is,the coverage amount,the policy number,and when the policy and provisions provided are in effect. Said policy shall be in effect for the duration of this Agreement. The policy shall name the CITY,its elected and appointed officials,officers,agents,employees,and volunteers as additional insureds. The insured shall not cancel or change the insurance without first giving the CITY thirty(30)calendar days prior written notice. The insurance shall be with an insurance company or companies rated A-VII or higher in Best's Guide and admitted in the State of Washington. 10.1.2. Commercial Automobile Liability Insurance. a. If ENGINEER owns any vehicles, before this Agreement is fully executed by the parties, ENGINEER shall provide the CITY with a certificate of insurance as proof of commercial automobile liability insurance and commercial umbrella liability insurance with a total liability limit of the limits required in the policy, subject to minimum limits of Two Million Dollars ($2,000,000.00) per occurrence combined single limit bodily injury and property damage. Automobile liability will apply to"Any Auto"and be shown on the certificate. b. If ENGINEER does not own any vehicles,only"Non-owned and Hired Automobile Liability" will be required and may be added to the commercial liability coverage at the same limits as required in that section of this Agreement,which is Section 10.1.1 entitled"Commercial General Liability Insurance". c. Under either situation described above in Section 10.1.2.a. and Section 10.1.2.b., the required certificate of insurance shall clearly state who the provider is, the coverage amount, the policy number,and when the policy and provisions provided are in effect. Said policy shall be in effect for the duration of this Agreement. The policy shall name the CITY, its elected and appointed officials, officers, agents, employees, and volunteers as additional insureds. The insured shall not cancel or change the insurance without first giving the CITY thirty(30)calendar days prior written notice. The insurance shall be with an insurance company or companies rated A-VII or higher in Best's Guide and admitted in the State of Washington. 10.1.3. Statutory workers'compensation and employer's liability insurance as required by state law. 10.1.4. Professional Liability Coverage. Before this Contract is fully executed by the parties, ENGINEER shall provide the City with a certificate of insurance as proof of professional liability coverage with a total liability limit of the limits required in the policy, subject to minimum limits of Two Million Dollars ($2,000,000.00) per claim, and Two Million Dollars ($2,000,000.00) aggregate. The certificate shall clearly state who the provider is, the coverage amount, the policy number,and when the policy and provisions provided are in effect. Said policy shall be in Page 8 effect for the duration of this Contract. The insured shall not cancel or change the insurance without first giving the CITY thirty (30) calendar days prior written notice. The insurance shall be with an insurance company or companies rated A-VII or higher in Best's Guide. If the policy is written on a claims made basis the coverage will continue in force for an additional two years after the completion of this contract. Failure of either or all of the additional insureds to report a claim under such insurance shall not prejudice the rights of the CITY, its elected and appointed officials, officers, employees, agents, and representatives there under. The CITY and the CITY's elected and appointed officials, officers,principals,employees,representatives,and agents shall have no obligation for payment of premiums because of being named as additional insureds under such insurance. None of the policies issued pursuant to the requirements contained herein shall be canceled, allowed to expire, or changed in any manner that affects the rights of the CITY until thirty (30) days after written notice to the CITY of such intended cancellation,expiration or change. SECTION 11 SUBCONTRACTS 11.1 ENGINEER shall be entitled,to the extent determined appropriate by ENGINEER,to subcontract any portion of the WORK to be performed under this Agreement. 11.2 Any subconsultants or subcontractors to the ENGINEER utilized on this PROJECT,including any substitutions thereof,will be subject to prior approval by CITY,which approval shall not be unreasonably withheld. Each subcontract shall be subject to review by the CITY's Representative,if requested,prior to the subconsultant or subcontractor proceeding with the WORK. Such review shall not constitute an approval as to the legal form or content of such subcontract. The ENGINEER shall be responsible for the architectural and engineering performance,acts,and omissions of all persons and firms performing subcontract WORK. 11.3 CITY does not anticipate ENGINEER subcontracting with any additional persons or firms for the purpose of completing this Agreement. 11.4 The ENGINEER shall submit, along with its monthly invoices, a description of all WORK completed by subconsultants and subcontractors during the preceding month and copies of all invoices thereto. SECTION 12 ASSIGNMENT 12.1 This Agreement is binding on the heirs, successors and assigns of the parties hereto. This Agreement may not be assigned by CITY or ENGINEER without prior written consent of the other,which consent will not be unreasonably withheld. It is expressly intended and agreed that no third party beneficiaries are created by this Agreement,and that the rights and remedies provided herein shall inure only to the benefit of the parties to this Agreement. SECTION 13 INTEGRATION 13.1 This Agreement represents the entire understanding of CITY and ENGINEER as to those matters contained herein. No prior oral or written understanding shall be of any force or effect with respect to those matters covered herein. This Agreement may not be modified or altered except in writing signed by both parties. SECTION 14 JURISDICTION AND VENUE Page 9 14.1 This Agreement shall be administered and interpreted under the laws of the State of Washington. Jurisdiction of litigation arising from this Agreement shall be in Washington State. If any part of this Agreement is found to conflict with applicable laws,such part shall be inoperative, null,and void insofar as it conflicts with said laws, but the remainder of this Agreement shall be in full force and effect. Venue for all disputes arising under this Agreement shall lie in a court of competent jurisdiction in Yakima County, Washington. SECTION 15 EQUAL EMPLOYMENT and NONDISCRIMINATION 15.1 During the performance of this Agreement, ENGINEER and ENGINEER's subconsultants and subcontractors shall not discriminate in violation of any applicable federal,state and/or local law or regulation on the basis of age, sex, race, creed, religion, color, national origin, marital status, disability, honorably discharged veteran or military status, pregnancy, sexual orientation, and any other classification protected under federal, state, or local law. This provision shall include but not be limited to the following: employment, upgrading,demotion,transfer, recruitment, advertising, layoff or termination, rates of pay or other forms of compensation, selection for training, and the provision of services under this Agreement. ENGINEER agrees to comply with the applicable provisions of State and Federal Equal Employment Opportunity and Nondiscrimination statutes and regulations. SECTION 16 SUSPENSION OF WORK 16.1 CITY may suspend, in writing by certified mail, all or a portion of the WORK under this Agreement if unforeseen circumstances beyond CITY's control are interfering with normal progress of the WORK. ENGINEER may suspend, in writing by certified mail, all or a portion of the WORK under this Agreement if unforeseen circumstances beyond ENGINEER'S control are interfering with normal progress of the WORK. ENGINEER may suspend WORK on the PROJECT in the event CITY does not pay invoices when due, except where otherwise provided by this Agreement. The time for completion of the WORK shall be extended by the number of days WORK is suspended. If the period of suspension exceeds ninety(90)days,the terms of this Agreement are subject to renegotiation, and both parties are granted the option to terminate WORK on the suspended portion of Project in accordance with SECTION 17. SECTION 17 TERMINATION OF WORK 17.1 Either party may terminate this Agreement, in whole or in part, if the other party materially breaches its obligations under this Agreement and is in default through no fault of the terminating party. However, no such termination may be effected unless the other party is given: (1) not less than fifteen (15) calendar days written notice delivered by certified mail, return receipt requested,of intent to terminate;and (2)an opportunity for consultation and for cure with the terminating party before termination. Notice shall be considered issued within seventy-two (72) hours of mailing by certified mail to the place of business of either party as set forth in this Agreement. 17.2 In addition to termination under subsection 17.1 of this Section,CITY may terminate this Agreement for its convenience, in whole or in part, provided the ENGINEER is given: (1) not less than fifteen (15) calendar days written notice delivered by certified mail, return receipt requested,of intent to terminate;and (2)an opportunity for consultation with CITY before the effective termination date. 17.3 If CITY terminates for default on the part of the ENGINEER,an adjustment in the contract price pursuant to the Agreement shall be made, but (1) no amount shall be allowed for anticipated profit on unperformed services or other WORK, and (2) any payment due to the ENGINEER at the time of termination may be adjusted to the extent of any additional costs or damages CITY has incurred,or is likely to incur, because of Page 10 the ENGINEER'S breach. In such event, CITY shall consider the amount of WORK originally required which was satisfactorily completed to date of termination,whether that WORK is in a form or of a type which is usable and suitable to CITY at the date of termination and the cost to CITY of completing the WORK itself or of employing another firm to complete it. Under no circumstances shall payments made under this provision exceed the contract price. In the event of default,the ENGINEER agrees to pay CITY for any and all damages, costs, and expenses whether directly, indirectly, or consequentially caused by said default. This provision shall not preclude CITY from filing claims and/or commencing litigation to secure compensation for damages incurred beyond that covered by contract retainage or other withheld payments. 17.4 If the ENGINEER terminates for default on the part of CITY or if CITY terminates for convenience, the adjustment pursuant to the Agreement shall include payment for services satisfactorily performed to the date of termination, in addition to termination settlement costs the ENGINEER reasonably incurs relating to commitments which had become firm before the termination, unless CITY determines to assume said commitments. 17.5 Upon receipt of a termination notice under subsections 17.1 or 17.2 above,the ENGINEER shall(1)promptly discontinue all services affected (unless the notice directs otherwise), and (2) deliver or otherwise make available to CITY all originals of data, drawings,specifications,calculations, reports,estimates,summaries, and such other information, documents, and materials as the ENGINEER or its subconsultants may have accumulated or prepared in performing this Agreement, whether completed or in progress, with the ENGINEER retaining copies of the same. 17.6 Upon termination under any subparagraph above, CITY reserves the right to prosecute the WORK to completion utilizing other qualified firms or individuals;provided,the ENGINEER shall have no responsibility to prosecute further WORK thereon. 17.7 If, after termination for failure of the ENGINEER to fulfill contractual obligations, it is determined that the ENGINEER has not so failed,the termination shall be deemed to have been effected for the convenience of CITY. In such event, the adjustment pursuant to the Agreement shall be determined as set forth in subparagraph 17.4 of this Section. 17.8 If, because of death, unavailability or any other occurrence, it becomes impossible for any key personnel employed by the ENGINEER in PROJECT WORK or for any corporate officer of the ENGINEER to render his services to the PROJECT, the ENGINEER shall not be relieved of its obligations to complete performance under this Agreement without the concurrence and written approval of CITY. If CITY agrees to termination of this Agreement under this provision, payment shall be made as set forth in subparagraph 17.3 of this Section. SECTION 18 DISPUTE RESOLUTION 18.1 In the event that any dispute shall arise as to the interpretation or performance of this Agreement, or in the event of a notice of default as to whether such default does constitute a breach of the contract, and if the parties hereto cannot mutually settle such differences,then the parties shall first pursue mediation as a means to resolve the dispute. If neither of the afore mentioned methods are successful then any dispute relating to this Agreement shall be decided in the courts of Yakima County,in accordance with SECTION 14. If both parties consent in writing,other available means of dispute resolution may be implemented. Page 11 • SECTION 19 NOTICE 19.1 Any notice required to be given under the terms of this Agreement shall be directed to the party at the address set forth below. Notice shall be considered issued and effective upon receipt thereof by the addressee-party,or seventy-two(72)hours after mailing by certified mail to the place of business set forth , below,whichever is earlier. CITY: City of Yakima Wastewater Division 2220 East Viola Yakima,WA 98901 Attn: Marc Cawley,Wastewater Superintendent ENGINEER: Gray& Osborne, Inc. 1130 Rainier Ave. S., Suite 300 Seattle, WA 98144 Attn: Michael B. Johnson, President IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed by their respective authorized officers or representatives as of the day and year first above written. CITY OF YAKIMA GRAY&OSBORNE, INC. 6 ‘._:-/-.2y)4/2_0 . , KS (Interim City Manager] Signature z r(_ v Printed Name:.t 1 arc Printed Name: Michael B.Johnson, P.E. 1 z 0 V J O 0 Ix Title: Interim City Manager Title: President Date: CQ .DO ��t3 e '1� G��,� 320Attest 4. .,--) r °� " City Clerk ( `^ `, � ,T Page 12 , STATE OF WASHINGTON ) )ss. COUNTY OF YAKIMA I certify that I know or have satisfactory evidence that Alex Meyerhoff is the person who appeared before me,and said person acknowledged that he signed this instrument, on oath stated that he was authorized to execute the instrument,and acknowledged it as the INTERIM CITY MANAGER of the CITY OF YAKIMA,to be the free and voluntary act of such party for the uses and purposes mentioned in the instrument. Dated: 6/ _I / 0 2,0 Seal or Stamp dA0e1A4Aer 2,3 q}--teace., (Signature) 12eiorctS 4 (S 1nf Notary Public State of Washington RODNEY W TREECE Title COMM.EXPIRES APRIL 30,2023 COMM.#207338 Rod n ek Tree Ce_ Printed Name My commission expires:Apr, I 3, 2,0 A Page 13 STATE OF WASHINGTON )ss. COUNTY OF.YA.IµAAft r4n9 !tl- � I certify that I know or have satisfactory evidence that ili 1�° is the person who appeared before me, and said person acknowledged that he/she signed this instrument, on tgq h state that e/she was authoriz t exetluf�� the instrument, and acknowledged it as the ��j� of f DJ ° to be the free and voluntary act of such party for the uses and purposes mentioned in the instrument. Dated: u ' Seal or Stamp ' ►l (Signature) MELISSA DRYSDALE eiD NOTARY PUBLIC x STATE OF WASHINGTON Y Title License Number 40429 My Commission Expires March 9,2023 j( Printed Name My commission expires: Page 14 EXHIBIT"A" SCOPE OF WORK CITY OF YAKIMA WWTF—HWS-HWR PIPE REPLACEMENT Based on our understanding of the project,this Scope of Work presents the professional engineering services requested by the City of Yakima for the City's Wastewater Treatment Facility located at 2220 East Viola Avenue,Yakima,WA 98901. Project Understanding: The Hot Water Supply and Hot Water Return (HWS-HWR) pipelines between the Boiler Building and the UASB Pump Building are leaking and showing signs of severe corrosion and distress. These lines are critical to the UASB Process for treating industrial wastes. These lines consist of underground, parallel 6-inch diameter uncoated,welded steel pipes that are surrounded by DriTherm insulation. The lines are underneath asphaltic concrete pavement for the full length. This scope of work includes the design for replacement of these lines from the hot water piping connection above ground at the Shop Building to the UASB Pump Building. The Scope of Services included in this work are as follows: SCOPE OF SERVICES Task 1-Project Management This task will incorporate overall project management as well as in-house quality assurance and quality control (QA/QC) reviews of all documents to address the relevant issues that may affect the project.The project management task also covers oversight of the project schedule and budget. PHASE 1—Engineering Memorandum Task 2—PHASE 1—Material Review&Engineering Memorandum The existing pipes that are failing have been in service almost seven years and are severely compromised in places. A brief engineering memorandum will be developed for the purpose of evaluating pipe material options that will have at least a 20-year service life. The existing HWS-HWR pipes are 6-inch diameter un-coated steel and there is severe corrosion occurring in at least two locations. Options for pipeline replacement will be addressed including coated steel, coated and pre- insulated steel, pre-insulated cross-linked polyethylene (PEX)and it will include the investigation of proper methods of compensating for pipe thermal expansion and contraction. In addition,temporary piping, if necessary,to provide process heating during construction of the improvements will be vetted with WWTF personnel. Planning for improvements will be investigated while working closely with WWTF management personnel. The Engineering Memorandum will evaluate the following items: 1. Pipes are anchored firmly at each end. Investigate anticipated pipe movements and potential bending moments under thermal expansion and contraction conditions. 2. Investigate devices that are designed to permit pipe expansion and contraction in hot Page 15 1 water piping. 3. Evaluate different types of pipe materials for replacement. a. Coated steel/DriTherm or similar insulation. b. Coated steel pre-insulated pipe. c. PEX(cross-linked polyethylene) pre-insulated hot water pipe. 4. Investigate temporary piping alignment if construction during industrial waste treatment times. The Engineering Memorandum will be submitted to the City for review and approval. Gray&Osborne will not proceed to Phase 2- Design until the City approves it. PHASE 2—Design and Construction Administration Note: The scope of work for Phase 2 assumes the following installation. If the Engineering Memorandum developed in Phase 1 results in a substantially different installation,the following scope of work and schedule will be amended in coordination with the City. At this point it is anticipated that the new HWS-HWR will be,for the most part, placed in the existing trench because of other utilities,in the area and the crossing of those utilities has already been documented. Due to the manner the existing pipes were constructed, it is envisioned that the contractor will remove the asphalt pavement and expose the top of the uncoated steel pipes. After the construction of temporary piping (if needed), it is estimated that within one or two days,the existing pipes will be demolished, and the trench made ready for the placement of new pipes. Pea gravel used to backfill the existing trench can be easily excavated or removed with a Vactor Truck. Depending on the pipe material selected in Phase 1,the installation could range from two days to two weeks. Task 3—PHASE 2—Contract Documents for HWS-HWR Pipe Replacement Services shall include the preparation of plans,technical specifications,contract documents and cost estimates for the HWS-HWR Pipe Replacement project. Plans, specifications and contract documents will be prepared in a City approved format for bid to be used by a general contractor in performing the construction work. Three copies of preliminary plans and one PDF electronic copy, specifications cost estimates will be provided to the City at 50-percent and 90-percent levels of completion for review and comment. Gray& Osborne will review the documents with the City to obtain comments and/or suggested design revisions and revise the documents accordingly. Task 4—Phase 2—Bid Services Prepare final contract documents and assist the City with advertising the project for public bid. Provide four hard copies of the plans and specifications to the City along with a digital copy of the plans and specifications for the City's use. Gray&Osborne will electronically post contract documents including drawings and specifications on Gray&Osborne's construction documents website "gobids"for use by prospective bidders and plan houses. Page 16 Gray&Osborne will respond to bidder's questions and prepare addenda as needed;the addenda will be distributed to the bidders through the "gobids" website. Gray&Osborne will conduct a pre bid meeting and prepare minutes for inclusion in an addendum. Gray&Osborne will review each bid and verify the bidder's responsibility and provide a letter of award recommendation to the City. NOTE:This scope of work assumes that the City will perform the following work and therefore is not included in the Gray&Osborne scope of work. • Submit advertisement to the paper of record and DJC. • Conduct the bid opening. • Develop and distribute a bid tab. • Distribute and obtain required contract signatures and review bonds and insurance,for the final signed Contracts. Task 5—Phase 2—Services During Construction • Coordinate and conduct a pre-construction conference to review the requirements of the plans and specifications of the project with the Contractor and to establish administrative procedures for the project. • Provide submittal review/approval: Review shop drawings and submittals for compliance with design intent and general conformity with the Contract Documents. • Provide construction correspondence: Act as liaison, on the City's behalf, between the City and Contractor to the extent provided in the Contract Documents and to administer the construction contract and prepare and transmit general construction correspondence,to include interpretation and/or clarification of the Contract Documents, preparation of weekly Contract Time Completion Statements, calculation and preparation of Pay Estimates, negotiation and preparation of Change Orders, and other general construction correspondence. • Field inspection: Perform site visits during construction to monitor conformance to the Contract Documents. Summarize the findings of the site visits. • Obtain from the Contractor a letter indicating that Substantial Completion has been reached, after the preliminary walk-through and with the concurrence of the City. • Prepare and transmit the preliminary and final punch lists, subsequent to their respective walk-throughs. • Prepare and transmit a recommendation to the City to accept the project as complete. • Receive and review contractor's weekly payroll certifications. This review shall also include subcontractors. The Contractor will be notified of any discrepancies and corrected payroll sheets shall be requested. Field labor interviews are not included in this scope of work. • Maintain electronic file of all certified payroll submittals and re-submittals organized by contractor by payroll period. Page 17 INFORMATION TO BE PROVIDED BY CITY We will work with the City to ensure that all of the information needed to complete the work is obtained.This information will include, but is not necessarily be limited to,the following: 1. Existing planning documents and record drawings to develop background information, including design criteria for the HWS-HWR heating system. 2. Existing equipment operation and maintenance manuals. 3. Description of normal hot water supply and return operations to/from the UASB Pump Building. SCHEDULE The proposed schedule for completion Task 2 (Phase 1—Material Review and Memorandum) is 20 working days from receipt of the Notice to Proceed. Upon receipt of approval from the City to proceed with Task 3 (Phase 2—Contract Documents for HWS-HWR Pipe Replacement),will be completed in 20 working days. The proposed schedule for completion of Task 4 and 5, Bid and Construction Services, will be on an on- call basis dependent upon the final City bid advertisement schedule and the Contractor's on-site schedule. PROJECT BUDGET The maximum amount payable to Engineer for the completion of the work associated with this Scope of Work, including contingencies, salaries, overhead and direct non-salary costs shall be shown in the attached Exhibit"B."Schedule of Rates is attached Exhibit "C." Page 18 EXIIIBIT "B" ENGINEERING SERVICES SCOPE AND ESTIMATED COST City of Yakima WWTF-HWS-HWR Pipe Replacement Project Project AutoCAD Principal I,II, Manager Engineer Civil Engineer Tech,I,II,III, Tasks III Hours Hours Hours I,II,III Hours IV Hours Project Project AutoCAD Tech Task Basis for Estimating Principal I Manager Engineer Civil Engineer I III Phase 1 Project Management 1 4 Engineering Memorandum 2 10 30 12 Phase 2 Project Management 1 4 Contract Documents 2 12 30 40 40 Bid Services 2 12 16 Services During Construction 2 30 50 100 Hour Estimate: 10 72 126 152 40 Fully Burdened Billing Rate Range:* $158 to$189 $168 $146 $92 to 140 $77 to$127 Estimated Fully Burdened Billing Rate:* $158 $168 $146 $92 $94 Fully Burdened Labor Cost: $1,580 $12,096 $18,396 $13,984 $3,760 • Phase 1 Amount $8,310 Phase 2 Amount ' $41,506 Total Fully Burdened Labor Cost: $ 49,816 Direct Non-Salary Cost: Mileage&Expenses(Mileage @ current IRS rate) TOTAL ESTIMATED COST: $ 49,816 * Actual professional fees will be based on the Schedule of Rates,Exhibit"C". Estimated rates are for determining total estimated cost only. Page 19 EXHIBIT "C" SCHEDULE OF RATES, YEARS 2020-2021 Description Hourly Rate Principal III $188.58 Principal II $168.08 Principal I $157.91 Project Manager $167.74 Structural Engineer $161 .81 Project Engineer $145.56 Civil Engineer III $139.78 Civil Engineer II $101 .66 Civil Engineer I $91.49 Electrical Engineer II $171 .98 Electrical Engineer I $168.59 Environmental Technician $128.77 AutoCAD Technician IV $126.23 AutoCAD Technician III $93.36 AutoCAD Technician II $88.95 AutoCAD Technician I $77.09 Professional Land Surveyor $148.26 Field Surveyor II $88.11 Field Surveyor I $82.18 Construction Inspector $121 .99 NOTE: Subconsultants will be identified on a task-by-task basis and will be invoiced at cost plus a 10% overhead fee. Page 20 ACo CERTIFICATE OF LIABILITY INSURANCE DATE(MMIDD/YYYY) kii.......----" 6/11/2020 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 CONTACT NAME: Allison Barga Hall&Company PHONE FAX 19660 10th Ave NE (A/C.No.Ext): 360-626-2007 (A/C,No):360-626-2007 Poulsbo WA 98370 E-MAIL abarga@hallandcompany.com INSURER(S)AFFORDING COVERAGE NAIC# _INSURER A:Travelers Casualty and Surety Company 19038 INSURED 4 INSURER B:The Travelers Indemnity Company 25658 Gray&Osborne Inc 1130 Rainier Avenue South, Suite 300 INSURER C:Travelers Casualty and Surety Co of America 31194 Seattle WA 98144 INSURER D: , INSURER E: INSURER F: , COVERAGES CERTIFICATE NUMBER:1004402575 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 TYPE OF INSURANCE ADDL SUBRI I POLICY EFF POLICY EXP LIMITS LTR INSD WVD POLICY NUMBER (MM/DD/YYYY) (MM/DDIYYYY) B X COMMERCIAL GENERAL LIABILITY 6808N74449A 9/10/2019 9/10/2020 EACH OCCURRENCE $1,000,000 DAMAGE RENTED CLAIMS-MADE X OCCUR PREMISESO(Ea occurrence) $300,000 X OCP/XCU/BFPD MED EXP(Any one person) $10,000 X Speration leads PERSONAL&ADV INJURY $1,000,000 GEN'L AGGREGATE LIMIT APPLIES PER: GENERAL AGGREGATE $2,000,000 POLICY X JERCOT LOC PRODUCTS-COMP/OP AGG $2,000,000 ' OTHER: $ B AUTOMOBILE LIABILITY BA8N746445 9/10/2019 9/10/2020 COMBINED SINGLE LIMIT $1,000,000 (Ea accident) X ANY AUTO BODILY INJURY(Per person) $ OWNED SCHEDULED BODILY INJURY(Per accident) $ AUTOS ONLY AUTOS HIRED NON-OWNED PROPERTY DAMAGE $ AUTOS ONLY AUTOS ONLY (Per accident) C X UMBRELLA LIAB X OCCUR CUP8N747012 9/10/2019 9/10/2020 EACH OCCURRENCE $2,000,000 EXCESS LIAB CLAIMS-MADE AGGREGATE $2,000,000 _ DED X RETENTION$1n flan $ B WORKERS COMPENSATION 6808N74449A 9/10/2019 9/10/2020 PER X ERH- AND EMPLOYERS'LIABILITY Y/N STATUTE ER WA Stop Gap ANYPROPRIETOR/PARTNER/EXECUTIVE N/A E L EACH ACCIDENT $1,000,000 OFFICER/MEMBEREXCLUDED? (Mandatory in NH) E.L.DISEASE-EA EMPLOYEE $1,000,000 If yes,describe under DESCRIPTION OF OPERATIONS below E L DISEASE-POLICY LIMIT $1,000,000 A Professional Liab:Claims Made 105339819 9/10/2019 9/10/2020 $2,000,000 Per Claim I Pollution Liab:Occurrence Form $2,000,000 Aggregate , DESCRIPTION OF OPERATIONS/LOCATIONS/VEHICLES (ACORD 101,Additional Remarks Schedule,may be attached if more space is required) Re:WWTF Industrial Waste Digester Hot Water Supply and Hot Water Retum Pipe Replacement The City,its elected and appointed officials,officers,agents,employees,and volunteers are an additional insured per the attached. CERTIFICATE HOLDER CANCELLATION SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. City of Yakima 2220 East Viola Yakima WA 98901 AUTHORIZED REPRESENTATIVE &14279LC ©1988-2015 ACORD CORPORATION. All rights reserved. ACORD 25(2016/03) The ACORD name and logo are registered marks of ACORD Policy# 6808N74449A COMMERCIAL GENERAL LIABILITY THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. BLANKET ADDITIONAL INSURED (ARCHITECTS, ENGINEERS AND SURVEYORS) This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART 1. The following is added to SECTION II —WHO IS h. This insurance does not apply to "bodily AN INSURED: injury" or "property damage" caused by "your Any person or organization that you agree in a work" and included in the "products- "written contract requiring insurance" to include as completed operations hazard" unless the an additional insured on this Coverage Part, but: "written contract requiring insurance" specifically requires you to provide such a. Only with respect to liability for "bodily injury", coverage for that additional insured, and then "property damage" or"personal injury"; and the insurance provided to the additional b. If, and only to the extent that, the injury or insured applies only to such "bodily injury" or damage is caused by acts or omissions of "property damage" that occurs before the end you or your subcontractor in the performance of the period of time for which the "written of "your work" to which the "written contract contract requiring insurance" requires you to requiring insurance" applies, or in connection provide such coverage or the end of the with premises owned by or rented to you. policy period, whichever is earlier. The person or organization does not qualify as an 2. The following is added to Paragraph 4.a. of additional insured: SECTION IV — COMMERCIAL GENERAL c. With respect to the independent acts or LIABILITY CONDITIONS: omissions of such person or organization; or The insurance provided to the additional insured d. For "bodily injury", "property damage" or is excess over any valid and collectible other "personal injury" for which such person or insurance, whether primary, excess, contingent or organization has assumed liability in a on any other basis, that is available to the contract or agreement. additional insured for a loss we cover. However, if you specifically agree in the "written contract The insurance provided to such additional insured requiring insurance" that this insurance provided is limited as follows: to the additional insured under this Coverage Part must apply on a primary basis or a primary and e. This insurance does not apply on any basis to non-contributory basis, this insurance is primary any person or organization for which to other insurance available to the additional coverage as an additional insured specifically insured which covers that person or organizations is added by another endorsement to this as a named insured for such loss, and we will not Coverage Part. share with the other insurance, provided that: f. This insurance does not apply to the (1) The "bodily injury" or "property damage" for rendering of or failure to render any which coverage is sought occurs; and "professional services". g (2) The "personal injury" for which coverage is g. In the event that the Limits of Insurance of the sought arises out of an offense committed; Coverage Part shown in the Declarations exceed the limits of liability required by the after you have signed that "written contract "written contract requiring insurance", the requiring insurance". But this insurance provided insurance provided to the additional insured to the additional insured still is excess over valid shall be limited to the limits of liability required and collectible other insurance, whether primary, by that "written contract requiring insurance". excavailable contingent o i the additionalor on any yiother basis, that that This endorsement does not increase the limits of insurance described in Section III — person or organization is an additional insured Limits Of Insurance. under any other insurance. CG D3 81 09 15 ©2015 The Travelers Indemnity Company.All rights reserved. Page 1 of 2 Includes the copyrighted material of Insurance Services Office,Inc.,with its permission COMMERCIAL GENERAL LIABILITY 3. The following is added to Paragraph 8., Transfer 4. The following definition is added to the Of Rights Of Recovery Against Others To Us, DEFINITIONS Section: of SECTION IV — COMMERCIAL GENERAL "Written contract requiring insurance" means that LIABILITY CONDITIONS: part of any written contract under which you are We waive any right of recovery we may have required to include a person or organization as an against any person or organization because of additional insured on this Coverage Part, payments we make for "bodily injury", "property provided that the "bodily injury" and "property damage" or "personal injury" arising out of "your damage" occurs and the "personal injury" is work" performed by you, or on your behalf, done caused by an offense committed: under a written contract requiring insurance" with that person or organization. We waive this right a. After you have signed that written contract; only where you have agreed to do so as part of b. While that part of the written contract is in the "written contract requiring insurance" with effect; and such person or organization signed by you before, and in effect when, the "bodily injury" or c. Before the end of the policy period. "property damage" occurs, or the"personal injury" offense is committed. Page 2 of 2 ©2015 The Travelers Indemnity Company.All rights reserved. CG D3 81 09 15 Includes the copyrighted material of Insurance Services Office,Inc.,with its permission