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031-19 - Utility Services Associates, LLC - ContractCITY OF PORT ORCHARD PROFESSIONAL SERVICES AGREEMENT THIS Agreernent is made effective as of the 29th day of March 2019, by and between the City of Port Orchard, a municipal corporation, organized under the laws of the State of Washington, whose address is: clrY oF PORT ORCHARD, WASHINGTON (hereinafter rhe "cITy') 216 Prospect Street Port Orchard, Washington 98366 Contact: MayorRobert Putaansuu Phone: 360.876.4407 Fax: 360.895.9029 And Utility Services Associates LLC, a limited liability company, organized under the laws of the State of Washington, doing business at: UTILITY SERVICES ASSOCI-ATES, LLC I 9655 ['t Ave South Suite l0l Seattle, WA 98148 (hereinafter the *CONSULTANT") Contact: JeffBenjamin Phone: 877.858.LEAK Email: jbenjamin@nrwloss.com for professional services in connection with the following Project: Leak Detection Services on Hull Avenue TERMS AND CONDITIONS l. Services by Consultant. A. The Consultant shall perfonn the services described in the Scope of Work attached to this Agreement as Exhibit "A." The services performed by the Consultant shall not exceed the Scope of Work without prior written authorization from the City. B. The City may from time to time require changes or modifications in the Scope of Work. Such changes, including any decrease or increase in the amount of compensation, shall be agreed to by the parties and incorporated in written amendments to the Agreement. 2. Schedule of Work. A. The Consultant shall perform the services described in the Scope of Work in accordance with the tasks identified within Exhibit "A" and the terms of this Agreement. tf delays beyond the Consultant's reasonable control occur, the parties witl negotiate in good faith to determine whether an extension is appropriate. B. The Consultant is authorized to proceed with services upon receipt of a written Notice to Proceed. 3. Terms. This Agreement shall commence on March 29rh 2019 ("Commencement Date") and shall terminate April30tb 2019 unless extended or tenninated in writing as provided herein. The City of Port Orchard and Utility Servtces Assocrates Professional Service Agreement Contract No. C03 l- l9 U: ENGINEERTNG wA tER Leat Daection20 tqJlult Arc'C0l l- l9-Utilhy Scrviccs .{ssociarcs -Lal Dete(aoo on Hutl Ave doc Rev l/29i2018 I of 8 4. E tr City reserves the right to offer hvo (2) one-year extensions prior to contract expiration to retain the selected company's services. Compensation. LUMP SUM. Compensation fbr these services shall be a Lump Sum of $ TIME AND MATERIALS NOT TO EXCEED. Cornpensation for these services shall not exceed $868.50 without written authorization and will be based on the list of billing rates and reimbursable expenses attached hereto as Exhibit "A." TIME AND MATERIALS. Compensation for these services shall be on a time and materials basis according to the list of billing rates and reimbursable expenses attached hereto as Exhibit OTHER. 5. Payment. A. The Consultant shall rnaintain time and expense records and provide them to the City rnonthly after services have been performed, along with monthly invoices in a format acceptable to the City for work performed to the date of the invoice. B. All invoices shall be paid by City warrant within thirty (30) days of receipt of a proper invoice. If the City objects to all or any portion of any invoice, it shall so notify the Consultant of the salne within fifteen (15) days from the date of receipt and shall pay that portion of the invoice not in dispute, and the parties shall immediately make every effort to settle the disputed portion. C. The Consultant shall keep cost records and accourtts pertaining to this Agreernent available for inspection by City representatives for three (3) years after final payment unless a longer period is required by a third-party agreement. Copies shall be made available on request. D. On the effective date of this Agreement (or shortly thereafter), the Consultant shall cornply with all federal and state laws applicable to independent contractors, including, but not limited to, themaintenanceof aseparatesetof booksandrecordsthatreflectall iternsof incomeandexpensesof the Consultant's business, pursuant to Revised Code of Washington (RCW) 51.08.195, as required by [aw, to show that the services perfonned by the Consultant under this Agreernent shall not give rise to an employer-employee relationship between the parties, which is subject to Title 5l RCW, lndustrial Insurance. E. If the services rendered do not meet the requirements of the Agreement, the Consultant will correct or modify the work to cornply with the Agreement. The City may withhold payment for such work until the work meets the requirements of the Agreement. 6. Discrimination and Compliance rvith Larvs A. The Consultant agrees not to discrirninate against any ernployee or applicant for ernployment or any other person in the perfonnance of this Agreement because of race, creed, color, national origin, marital status, sex, age, disability, or other circurnstance prohibited by federal, state, or local law or ordinance, except for a bona fide occupational qualification. City* of Port Orchard and Urility Services Associates Professional Service Agreement Contract No. C03 I - I 9 U: ENCINEERAIC WATER Lcak Detection l0l9'Hull Ar.c COl I - 19_Utility Sm,iccs Associates_Lcak Ddcction on Hull Avc.doc Rev li29i20l8 2of8 B. Even though the Consultant is an independent contractor with the authority to contro[ and direct the perfonnance and details of the work authorized under this Agreement, the work must meet the approval of the City and shall be subject to the City's general right of inspection to secure the satisfactory completion thereof. The Consultant agrees to comply with all federal, state and municipal laws, rules and regulations that are now effective or become applicable within the term(s) of this Agreement to the Consultant's business, equipment and personnel engaged in operations covered by this Agreement or accruing out of the perlormance of such operations. C. The Consultant shall obtain a City o[ Port Orchard business license prior to commencing work pursuant to a written Notice to Proceed. D. Violation of this Paragraph 6 shall be a material breach of this Agreement and grounds for cancellation, termination, or suspension of the Agreement by the City, in whole or in part, and may result in inetigibility for further work for the City. 7. Relationship of Parties. The panies intend that an independent contractor-client relationship will be created by this Agreement. As the Consultant is customarily engaged in an independently established trade which encompasses the specific service provided to the City hereunder, no agent, employee, representative or sub-consultant of the Consultant shall be or shall be deerned to be the ernployee, agent, representative or sub-consultant of the City. In the performance of the work, the Consultant is an independent contractor with the ability to control and direct the performance and details of the work, the City being interested only in the results obtained under this Agreement. None of the benefits provided by the City to its employees, including but not limited to compensation, insurance, and unetnployment insurance, are available from the City to the ernployees, agents, representatives or sub- consultants of the Consultant. The Consultant will be solely and entirely responsible for its acts and for the acts of its agents, employees, representatives and sub-consultants during the performance of this Agreernent. The City may, during the tenn of this Agreement, engage other independent contractors to perfonn the satne or sirnilar work that the Consultant performs hereunder. 8. Suspension and Termination of Agreement A. Termination without cause. This Agreement may be terminated by the City at any time tbr public convenience, for the Consultant's insolvency or bankruptcy, or the Consultant's assignment for the benefit of creditors. B. Termination with cause. This Agreernent may be terminated upon the default of the Consultant and the failure of the Consultant to cure such default within a reasonable time after receiving written notice of the default. C. Riehts Upon Termination. l. llith or lYithout Cquse. Upon termination for any reason, all finished or unfinished documents, reports, or other rnaterial or work of the Consultant pursuant to this Agreement shall be submined to the City, and the Consultant shall be entitled to just and equitable compensation for any satisfactory work cornpleted prior to the date of termination, not to exceed the total compensation set forth herein. The Consultant shall not be entitled to any reallocation of cost, profit or overhead. The Consultant shall not in any event be entitled to anticipated prof,rt on work not performed because of such termination. The Consultant shall use its best elforts to minimize the compensation payable under this Agreement in the event of such Cin,of Port Orchard and Utility Services Associates Prolessional Sen ice Agreement Contract No. C03 I - I 9 U: EltiGINEERIlriGWATERLcekDaeaionl0lcHull AveCOll.l9 UtilitySerric6Associates_LealDr'rc.ctiononHull Avcdoc Rev I '2912018 3 of 8 termination. Upon termination, the City rnay take over the work and prosecute the same to cornpletion, by contract or otherwise. 2. De.foult. tf the Agreement is terminated for default, the Consultant shall not be entitled to receive any further payments under the Agreement until all work called for has been fully perfonned. Any extra cost or damage to the City resulting from such default(s) shall be deducted lrorn any money due or coming due to the Consultant. The Consultant shall bear any extra expenses incurred by the City in completing the work, including all increased costs for completing the work, and all damage sustained, or which rnay be sustained, by the City by reason of such default. D. Suspension. The City may suspend this Agreement, at its sole discretion. Any reimbursement for expenses incurred due to the suspension shall be lirnited to the Consultant's reasonable expenses, and shall be subject to verification. The Consultant shall resume performance of services under this Agreement without delay when the suspension period ends. E. Notice of Termination or Suspension. [f delivered to the Consultant in person, tennination shall be effective immediately upon the Consultant's receipt of the City's written notice or such date as stated in the City's notice of termination, whichever is later. Notice of suspension shall be given to the Consultant in writing upon one week's advance notice to the Consultant. Such notice shall indicate the anticipated period of suspension. Notice may also be delivered to the Consultant at the address set forth in Section l5 herein. 9. Standard of Care. The Consultant represents and warrants that it has the requisite training, skill and experience necessary to provide the serv'ices under this Agreement and is appropriately accredited and licensed by all applicable agencies and governmental entities. Services provided by the Consultant under this Agreement will be pertbnned in a manner consistent with that degree of care and skill ordinarily exercised by rnernbers of the same profession currently practicing in sirnilar circurnstances. 10. Orvnership of Work Product A. All data, materials, reports, memoranda, and other documents developed under this Agreement whether finished or not shall become the property of the City, shall be forwarded to the City at its request and rnay be used by the City as it sees fit. Upon tennination of this Agreement pursuant to paragraph 8 above, all finished or unfinished documents, reports, or other material or work of the Consultant pursuant to this Agreement shall be subrnitted to the City. Any reuse or modification of such documents, reports or other material or work of the Consultant for purposes other than those intended by the Consultant in its scope of services under this Agreanent shall be at the City's risk, B. All written information submitted by the City to the Consultant in connection with the services performed by the Consultant under this Agreement will be safeguarded by the Consultant to at least the sarne extent as the Consultant safeguards like information relating to its own business. If such information is publicly available or is already in the Consultant's possession or known to it, or is rightfully obtained by the Consultant frorn third parties, the Consultant shall bear no responsibility for its disclosure, inadvertent or otherwise. The Consultant is permitted to disclose any such information only to the extent required by law, subpoena or other court order. I l. Work Performed at the Consultant's Risk. The Consultant shall take all precautions necessary and shall be responsible for the safety of its ernployees, agents and sub-consultants in the performance of the work hereunder, and shall utilize all protection necessary for that purpose, All work shall be done at City,of Port Orchard and Utility Services Assoaates Professional Service Agreernent Contract No. C03 I - I 9 U: ENGINEERJI{G W.\TER'Lcak Dctctbn f0l9 Hull AvccOl l -1g-Uriliy Scn ices Associatcs_Lc.k Derccrion on Hull Avc.do< Rev Ir29r20l8 4 of 8 the Consultant's own risk, and the Consultant shall be responsible for any loss of or damage to materials, tools, or other articles used or held by the Consultant for use in connection with the work. 12. Indemnification. The Consultant shall defend, indemnify and hold the City, its officers, otficials, ernployees, agents and volunteers harmless from any and all claims, injuries, damages, losses or suits, including all legal costs and attorneys' fees, arising out of or resulting from the acts, effors or omissions of the Consultant in performance of this Agreement, except for injuries or damages caused by the sole negligence of the City. Should a court of cornpetent jurisdiction detennine that this Agreement is subject to RCW 4.24.1 15, then, in the event of liability for damages arising out of bodily injury to persons or damages to property causecl by or resulting from the conculrent negligence of the Consultant and the Ciry, its officers, officials, employees, agents and volunteers, the Consultant's liability hereunder shall be only to the extent ol the Consultant's negligence. The provisions of this section shall survive the expiration or termination of this Agreement. IT IS FURTHER SPECIFTCALLY AND EXPRESSLY LJNDERSTOOD THAT THE TNDEMNIFICATION PROVIDED HEREIN CONSTITUTES THE CONSULTANT'S WAIVER OF IMMUNITY UNDER TNDUSTRIAL INSURANCE, TITLE 5I RCW, SOLELY FOR THE PURPOSES OF THIS INDEMNIFICATION. THE PARTIES FURTHER ACKNOWLEDGE THAT THEY HAVE MUTUALLY NEGOTIATED THIS WAIVER. 13. Insurance. The Consultant shall procure and maintain for the duration of this Agreemenr, 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, or employees. A. Minirnurn Scope of lnsurance consultant shall obtain insurance of the types described berow: l. Automobile Liability insurance covering all owned, non-owned, hired and leased vehicles. Coverage shall be written on Insurance Services Office (lSO) form CA 000l or a substitute fonn providing equivalent liabiliry coverage. [f necessary, the policy shall be endorsed to provide contractual liability coverage. Commercial General Liabilitv insurance shall be written on ISO occurrence fonn CG 00 0l or a substitute form providing equivalent tiability coverage and shall cover liability arising flrom premises, operations, independent contractors and personal injury and advertising injury. The City shall be named by endorsement as an additional insured under the Consultant's Commercial General Liability insurance policy with respect to the work performed for the City. 3 Workers'C atlon coverage as required by the Industrial Insurance laws of the State of Washington. 4. Prctbssienet- Iiabifity- insnrance -appropriar+ro 'l City of Port Orcharcl and Utiliry- Seruices Assoaates ProJbssional Senice Agrcement Contract No. C03t-t9 L:ENClliEERlNGWATERLdakDclcction:0lqHull AreC0-rl-1g_UhhDSrn-iccs.{rsociarcs LcalDcetrimonHullAvedoc Rev 1,29i2018 5 of 8 B. Minimum Amounts of [nsurance Consultant shall maintain the following insurance limits: l. Automobile Liabilit), insurance with a minimum combined single limit for bodily injury and property damage of $ 1,000,000 per accident. 2. Commercial General Liabiliw insurance shall be written with limits no less than S 1,000,000 each occurence, $2,000,000 general aggregate 3. Workers' Cornpensation Employer's Liability each accident $1,000,000, Employer's Liability Disease each employee S1,000,000, and Employer's Liability Disease - Policy Lirnit $ 1,000,000. TGdF\\- 4." fter C. Other [nsurance Provisions The insurance policies are to contain, or be endorsed to contain, the following provisions for Automobile Liability, Commercial General Liability insurance: l. The Consulta all be prirnary insurance as respect 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. 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. 3. The City will not waive its right to subrogation against the Consultant. The Consultant's insurance shall be endorsed acknowledging that the City will not waive their right to subrogation. The Consultant's insurance shall be endorsed to waive the right of subrogation against the City, or any self'-insurance, or insurance pool coverage maintained by the City. 4. If any coverage is written on a "claims made" basis, then a minirnum of a three (3) year extended reporting period shall be included with the claims made policy, and proof of this extended reporting period provided to the City. D. Acceptability of Insurers Insurance is to be placed with insurers with a current A.M. Best rating of not less than A:VII. E. Verification of Coverage The Consultant shatl fumish the City with original certificates and a copy of the amendatory endorsements, including but not necessarily limited to the additional insured endorsement, evidencing the insurance requirernents of the Consultant before cornmencetnent of the work. City of Port Orchard ancl Urility Services Associales Professional Seruice .4grcetnent Contracl No. C03 I- l9 L- E:\CNEERNG,WA,TER Lcak Daerion,lol9 Hull Ave COl l- 19_l.ltility Scn'ices .{ssocral6_Lcak Dcrcclion on Hull Ave-do(' Rev l,'29i2018 6 of 8 14. Assigning or Subcontracting. The Consultant shall not assign, transfer, subcontract or encutnber any rights, duties, or interests accruing from this Agreement without the express prior written consent of the City, which consent may be withheld in the sole discretion of the City. 15. Notice. Any notices required to be given by the City to the Consultant or by the Consultant to the City shall be in writing and delivered to the parties at the following addresses: Robert Putaansuu Mayor 216 Prospect Street Port Orchard, WA 98366 Phone: 360.876.4407 Fax: 360.895.9029 CONSULTANT Utility Services Associates LLC 19655 I't Ave South Seattle, WA 98148 Phone: 877.585.LEAK Fax:206.429.3441 16. Resolution of Disputes and Coverning Law,. A. Should any dispute, misunderstanding or conflict arise as to the terms and conditions contained in this Agreement, the matter shall fint be referred to the Mayor, who shalt determine the term or provision's true intent or meaning. The Mayor shall also decide all questions which may arise between the parlies relative to the actual services provided or to the sufficiency of the performance hereunder. B. [f any dispute arises between the City and the Consultant under any of the provisions of this Agreement which cannot be resolved by the Mayor's determination in a reasonable tirne, or if the Consultant does not agree with the Mayor's decision on a disputed matter, jurisdiction of any resulting litigation shall be filed in Kitsap County Superior Court, Kitsap County, Washington. C. This Agreement shall be governed by and construed in accordance with the laws of the State of Washington. [n any suit or action instiruted to enforce any right granted in this Agreernent, the substantially prevailing party shall be entitled to recover its costs, disbursements, and reasonable attorneys' fees from the other party. 17. GeneralProvisions. A. Non-waiver of Breach. The failure of either party to insist upon strict perfonnance of any of the covenants and agreements contained herein, or to exercise any option herein contained in one or more instances, shall not be construed to be a waiver or relinquishment of said covenants, agreefirents, or options, and the same shall be in full force and effect. B. Modification. No waiver, alteration, modihcation of any of the provisions of this Agreetnent shall be binding unless in writing and signed by a duly authorized representative of the City and the Consultant. C. Severability. The provisions of this Agreernent are declared to be severable. If any provision of this Agreement is for any reason held by a court of cornpetent jurisdiction to be invalid or Cit-t of Port Orchard and Utility Servic,es Associates Professional Semice Agreenent Contract No. C03l - 19 L:: ENGNEERING WATER Lcaft Dctecrion l0l9 tlull Ave COf l-19_(lilit.v Scflices fuseiatc_Leak Det€ction on tlull Are.dos Rev 1,29/2018 7of8 unconstirutional. such invalidity or unconstitutionality shall not affect the validity or constitutionality of any other provision. D. Entire Agreement. The wrinen provisions of this Agreement, together with any Exhibits attached hereto, shall supersede all prior verbal statements of any oflicer or other representstive of the City, and such statements shall not be effective or be construed as entering into or forming a part of or altering in any manner whatsoever, the Agreernent or the Agreement documents. The entire agreement between the parties with respect to the subject tnatter hereunder is contained in this Agreemcnt and the Exhibits attached hereto, which may or may not have been dated prior to the e.recution of this Agreement. All of the above documents are hereby made a pan of this Agreernent and tbnn the Agreement document as fully as if the same were set forth herein. Should any language in any of the Exhibits to this Agreernent conflict with any language contained in this Agreement. then this Agreement shall prevail. E. Inteeration. This Agreement and its Exhibit A constitute the entire agreement of the partics and shall not be amended except by a writing executed by both parlies. [n case of any conflict between the terms of this Agreemcnt and those of Exhibit A. this Agreement will control. IN WITNESS WHERtOF, the parties have executed this Agreement on the day and year set forth above. CTTY OF PORT ORCHARD,CONSUT.TANT w CTON By Robert Mayor ATTEST/ By: ncarson,MMC City Clerk APPROVED AS TO FOR![: By: (* P't trushft By: Name: Title: Cit-,* of Port Orchonl und L'tili\ fun'ices ,lssociates Prcfessi ono l Sen ice .lgrum an t Con t ma .Yo. C0 3 I - l 9 L tliOl\tERISCt{'lIfRl,olOdcstlql:trlgHulllvc(!-rl-toLrilir56ic6.{rcrrcuro-LcalDqatimmHun.trtdr Rev I 29 20lll 8 of 8 a EXHIBIT A TL ASSOCIATES Le3( Detectien & 5oiutr.rnsMarch 25, 2019 City of Port Orchard Attn: Tony Lang 1535 Vivian Ct. Port Orchard, WA 98366 Dear Mr. Lang: We would like to thank you for this opportunity to submit this proposal for your consideration of a Water System Proactive Maintenance Leak Detection Program for the City of Port Orchard, WA. We advocate furnishing a comprehensive leak survey of the area you designated. This will maximize our ability to find even smaller leaks. The focus of this proactive maintenance program will be to survey in areas where leak detection will be the most effected. These areas include: 1) The oldest areas in the system. 2) Areas with a history of leaks repairs. 3) Areas where porous soil conditions inhibits leaks from surfacing. We specialize in Leak Detection. We are not affiliated with any one manufacturer. Therefore, we can use whatever equipment and procedures meet your special needs. We constantly upgrade to the latest technology and methods to provide the most cost-effective service available. After reviewing information you provided, we are confident we can identify areas of water, lost through leakage, in the distribution system. Our experienced Leak Consultants provide the highest degree of professionalism in the business. Our office staff has been with the company since its inception. We strive to help clients reduce their non-revenue water loss due to leakage in a cost-effective manner, When leaks are elirninated, the effects on loss management and conservation will ultirnately outweigh the initial cost of our service. We are proud of our record with other communities, and suggest you contact at least a sampling of them to confirm our abilities. We believe our unique qualifications and the services we can provide make us the best candidate for successfully fulfilling your leak detection needs. We look fonvard to the opportunity of assisting you with this important water conservation project. Our quotation and procedures and rnethods are attached for your review and are incorporated into the proposal, We thank you for your interest and hope to see you in the near future. Sincerely, lefftsenjanin Jeff Benjamin Consultant March 25,2019 City of Port Orchard, WA PROJECT SPECIFICS The area we discussed for this leak survey and pinpointing project is 6" Cl distribution pipe. Valve boxes are mostly accessible for easy contact of our equipment. Non-Revenue Water (NRW) is currently unknown. lt is understood that pinpointing leaks on private service lines is not a part of this project. However, we will indicate which service lines are leaking whenever possible at no extra charge. PRIC!NG The following prices are based on information provided to us as described above, Should actual conditions vary it may be necessary to adjust pricing accordingly. Description Water Leak Detection Survey Mobilization Charges: Project Total Unit hour QTY 2 Amount $338.00 There is a minimum of 2 hours for this project. lf more time is required, the hourly rate for the additional time will be $245.00 per hour. The price wilt not exceed $1,350.00 plus the Mobilization Charge. The above is a minimum price and applies only when we are in the area. ln the event services are desired when we are not in the area or mobilization to the area requires airfare, rental car, freight, etc., mobilization charges will be negotiated. Any applicable state taxes will be added when service is performed. When calculating ourfees for each project, we collect and analyze as much data and detail about the water system as possible. This allows us to propose a tailored program designed for each water system with the focus on detecting and pinpointing tLaks using the most comprehensive and efficient survey possibte for that specific system. On rare occasions, we start a project only to find out that the system data or system layout is significantly different than what was proposed. For example, there may be more PVC than proposed or the water loss is higher than indicated. PVC requirls a much different methodology than other pipe materials and therefore, the time it takes to survey PYC is much longer. A higher water loss can mean more leaks and therefore more time to pinpoint than originally proposed. On some occasions we've been askedto survey small sections of the system, which are not located in a geographically efficient layout and therefore require considerably more time to complete. While this can have a negative effect on any project, it has a much bigger impact on projects that are quoted by the distance (foot, mile, etc.). Since these piolects are tied to a specific finish date, we may be required to modify or amend the projeCt to a ,,daity" rate structure, allowing us to complete as much of the proposed work as possible, ln the original amount of time allotted. ln such a case, we witl simply convert the rateproposed for the linear distance into a daily rate. Such changes witi be in writing and amended to the contract. $eniamin Jeff Benjamin Title Consultant Daily rate is based on I hours per day, Monday through Friday. ln the event an extension of days or footage is desired while we are on this project the additional charge will be at the same ratio as the above schedule. This project may be extended only if our schedule permits and upon approval of City of Port Orchard ln the event a reduction or extension of days or footage is desired, prior to our arrival please contact us for a review of the above pricing ln order to expedite this project and to make sure you get the most effective water line survey for your investment, it will be necessary for you to supply a hetper at all times who can assist our Leak Consultant with information regarding the water system. A helper will also ensure that no areas are missed during the survey and all possible methods are utilized to locate all lines accurately. When quotes are based on a fixed price, in order to expedite the survey, it is necessary that preparation for service as outlined herein be adhered to. During the course of the project,if system specifics differ from the information provided prior to pricing, it may be necessary to change the scope of the work in order to meet any time requirements. When the project is complete the Client will receive an electronic copy of the final report. lf a hard copy is required there will be an additional charge of $25.00 for the first copy and $15.00 for any additional copies. The charge will be added to your invoice. The Consultant will provide consulting services to the Client for a Leak Detec{ion Project, which, together with the scope of services to be provided, is described in the Procedures and Methods, which is attached hereto and incorporated herein by reference. It is important to note that not all leaks create noise levels that can be detected using eventhe most sophisticated leak detection instrumentation. The Consultant will perform all work under this contract at the highest level of professional workmanship in its industry, however, USA cannot guarantee the detection of any leak. There is also no guarantee on pinpointing accuracy due to the many variables that effect pinpointing. As such, Client agrses to pay Consultant as outlined herein. Should Consultant be required to operate appurtenances (system valves, services, hydrants, etc,) Client agrees to hold Consultant harmless for any damage that may occur when they are. lf USA andlor the Customer believes USA's employees potentially could be exposed to injury andlor illness, both Parties shall agreeto a wrltten protocol that advises USA's employees of the following (at a minimum): . Specific chemical hazards the Employee may be exposed to, and . Protective and safety measures the Employee can use, and o Steps the Gustomer can take to reduce the hazards, including; ventilation, respirators, presence of another Employee, and emergency procedures. CONTRACT TIME - Proposal price shall be held for 90 days from proposal date, Mobilization Charges may be adjusted based upon changes in Airfare or rental car costs. Prices above do not include any applicable taxes. The cost of prevailing wage contract filings will be added to the final invoice. PAYMENT - USA standard terms are net 30 A service charge will be assessed on past due or delinquent accounts at the rate of 1% per month lf paying with a credit card, Visa or MasterCard, a convenience fee of 3o/o will be added at the time of payment. TERMS End of Section ( r sr s) . engra Utility Services Associates, LLC (hereafter referred to as USA) surveys for and pinpoints water leaks using the latest in leak detection technology available. We use a sonic leak detection sound amplification instruments in conjunction with a sensitive transducer to conduct system surveys. We use various sophisticated equipment from correlators down to ground microphones to pinpoint system leakage. We have pipe tracing and box locating equipment available with each mobile unit. Highly trained professionals operate our equipment. Our Water Loss Consultants undergo an annual audiogram (hearing test). Detailed Leak Reports with estimated gallons per minute (GPM) are supplied daily unless othenruise not needed. The USA Water Loss Consultant wil! discuss this with you prior to beginning the survey. A Final Report is provided on a monthly basis or at the completion of the project. The report includes an Executive Summary of the project, Survey Review, Leak Reports with data on each individual leak with a drawing of its location and a Conclusion. . Specif cs A. The first step in our survey is to review the distribution maps of our clients system for familiarization of the pipe network and available appurtenances (vatves, services, hydrants, etc.) to be used as contact points. This initial review is helpful in developing the most efficient survey possible. B. As the leak survey progresses, USA determines the distance that even quiet leak sounds travel in various pipe materials, pipe sizes and pressure zones in each area of the system. This may be done by slightly turning on fire hydrants, hose bibs, etc., creating a simulated quiet leak sound. Appurtenances in that area are then checked with a sound amplification instrument to see how far the simulated leak sound travels, thus determining how often USA will make contact with appurtenances in given sections of the water distribution system. C. USA then conducts a comprehensive survey by making physical contact with available rnain line appurtenances (valves, hydrants, etc.) and selected customer services. USA u for this purpose. ses a sonlc leak detection sound amplification instrument designed all available appurtenances. D. Contact is then made with pipe appurtenances at intervals no greater than 300 feet where contact points are available and accessible, or at pre-determined distances as noted in Paragraph B (whichever distance is necessary to obtain comptete coverage). When survevin q PVC pipe lines. USA will make contact with E. When normal contact points are not available or can not be created within a reasonable distance, as described in Paragraph B, we will make an attempt to use a sonic ground listening instrument, making physical ground contact at intervals no greater than 6 feet directly over the pipe. lf conditions do not allow this procedure, USA Water Loss Consultant will advise our client at time of project and will detail in the Final Report. lf excessive ambient noise precludes the effectiveness of the ground listening device in an area during daytime hours, we will schedule this portion of the survey for nighttime hours. We will pre-approve these situations with our clients. (Ground listening devices are employed when ground cover is pavement, cement, or a similar had surface.) Direct contact to the main line at intervals outlined in Preparation for Service will result in the most thorough survey possible. F. When ground cover is not a hard surface, probe rods will be used at 6 feet intervals when normal contact points are not available (as described in paragraph B). A sound amplification instrument with 10 V/g or greater (volts per "G") transducer is used with probe rods. Probe rods will be driven into the ground at a minimum of 6 inches directly over the pipe when ground conditions allow. We will pre-approve these situations with our clients. lf this can't be done for any reason, we will advise at the time of the project. G. lf additional contact points are required to access the pipe with our equipment (in the event that standard procedures, mentioned above, can't be used) installation of permanent contact points is recommended, Guidelines will be provided, when required. H. USA safety regulations do not allow the Water Loss Consultant to access any confined space, water lines located in any pit, underneath any facilities, manhole, vault or other area that may pose a hazard to USA personnel. Only the client's personnel shal! be allowed, unless othenrvise prohibited by client's safety regulations, to access such areas, provided such personnel has been properly trained and equipped to do so. ln such cases, the Water Loss Consultant shall direct where probes, sensors or other equipment shall be placed. Sections of lines that cannot be safely accessed will not be surveyed and will be noted as such in the Final Report. When surveying mobile homes, the skirting must be removed prior to our arrival to allow shut-off valves to be accessed. A detailed report of decibel levels at suspected leak sound locations and observations are compiled during the survey for reinvestigation and possible pinpointing at a later time. This reinvestigation is to increase the speed of the survey and will eliminate correlating on most false leak sounds (i.e. service draw). J. All indications of leaks found during the survey will be verified a second time, after which the leak shall be pinpointed with a computer based leak sound correlator whenever possible. Pinpointing leak locations through interpretation of sound intensity, either by ear, decibel metering or other like methods, is not used when contact points are available and effective for use with the correlator. K. The equipment utilized does not normally require valves to be operated during surveying and pinpointing. However, on occasion, curb stops or valves may need to be operated to eliminate service draw noises or to change velocity noise. The client will do operation of appurtenances if required. lf USA is asked to operate any appurtenances, USA will not be held responsible for any damages that may occur. L. The correlator equipment used will have the capability to prompt the operator to input the variables when different pipe sizes and/or pipe materials are encountered in the same span to be investigated, This is necessary to ensure acouracy of results based on the automatic computation of the correct leak sound velocity in leak pinpointing operations. Our correlators have the capability of correlating up to six different pipe materials or diameters within the selected span. To insure effective performance in all field environments encountered in your distribution system (i.e. traffic noise, draw, pump operation, industrial noise, etc.) the correlator equipment provides 16 auto filter options and/or infinite manual filter option s. A corre ator will be on site at all times durinq leak detection proiects. M. Each leak will be classified according to size in gallons per minute (GPM) and hazard in order to aid in scheduling repairs. lt should be noted that leak classification is not an exact science. ln spite of the use of the most modern instrumentation, as well as complete training and experience by our Water Loss Consultant, it is impossible to determine the exact condition of underground piping without actually exposing the line. ln view of this limitation, our classification (including estimated GPM loss) is intended as an aid in scheduling repairs based upon the information available, the Water Loss Consultant's judgment and site conditions at the time the leak report is being prepared. Variable factors beyond our control may alter this classification at any time. Once the leak is exposed for repair, the client may wish to revise the estimated GPM loss in order to establish a more accurate estimate of actual water loss for reporting purposes. Leak Classifications are as follows: Class 1 Any leak which is hazardous in terms of potential undermining, possibly resulting in surface collapse, encroachment andlor damage to nearby utilities, commercial or private properties or leaks severe enough to warrant immediate repair. Class 2.All leaks that display water losses significant enough to be monitored on a regular repair schedule. Class 3 Relatively smal! leaks that should be repaired as workload permits. N. USA will furnish, to the client, daily Leak Reports and shall also furnish a Final Report within fifteen (15) business days from end of the project. (For Alaska, Hawaii, and all overseas projects, please allow twenty-one (21)business days for Final Report.) The Final Report includes: 1. Executive Summary showing individually recorded time for pinpointing/correlating, surveying and other time spent on the project. This summary also includes footage covered (when project is priced by the fooUmile), estimated gallons per minute (GPD) loss, types of leaks found, quantity of leaks found and remarks recommending improvements that may be made to the distribution system. 2. Survev Review explaining the procedures and methods used during this study. 3. Leak Reports with a detailed (computer generated) drawing showing each leak location that was pinpointed, the type of leak found, classification, approximated time spent pinpointing, an estimate of the GPM lost, cover type, if leak location was marked and computer justification when applicable. (This same leak report (field notes / hand drawn) shal! be supplied daily to the client when leaks are located. ) O. lf required, USA can modify or design any form to fit the client's needs. P. Whenever the client repairs any leak detected by USA prior to completion of the field work, USA shall re-suruey that section of the system to be sure no extremely quiet leaks were missed due to an over powering noisy leak sound or other variable. USA will furnish a trained Water Loss Consultant, leak detection instruments, as well as all necessary equipment and tools to complete the suryey and leak pinpointing. O. lt is important to note that not all leaks create noise levels that can be detected using even the most sophisticated leak detection instrumentation. USA will perform all work at the highest level of professional workmanship in its industry; however, we cannot guarantee the detection of any leak. R. The client will need to provide a qualified maintenance person to provide information to the consultant regarding the system and to Iocated and operate valves, services, hydrants, etc. throughout the duration of the project. lt is important to ensure that no portions of the system are inadvertently missed. A client representative is also needed to provide equipment such as flags, traffic cones, etc. to assist us in meeting local, state, and federal regulations in controlling vehicular traffic. Heavy traffic areas will be scheduled for nighttime hours to ensure man and equipment safety as well as reduce amount of ambient noise. However nighttime work is usually limited to a small part of the system. Clean Soil Acceptance Agreement Before B & C Trucking lnc. can accept any material for deposit on its property this agreement must be executed. B & C Trucking lnc. requires that this agreement be executed by an owner, officer or legal representative of your firm (the Company). By signing this agreement, the signatory party certifies that all material delivered to B & C Trucking lnc. is clean virgin soil, FREE of any contaminates, which does not contain radioactive wastes, dangerous or extremely hazardous wastes (as defined by WAC 173-303), hazardous substances (as defined in WAC L73-340l; petroleum or its by-products, soil removed as part of any cleanup action ("problem wastes"), demolition waste, wood waste, any other solid waste, including but not limited to rubbish, ashes, or materials which are not the primary products of public, private, industria!, agricultura!, commercial or mining operations, or any material regulated by federal, state or local environmenta! !aws. B & C Trucking lnc. reserves the right to inspect, sample and/or require the Company to sample any and all material before accepting the material. This right does not relieve the Company of its responsibility to tender only clean soil as defined in the preceding paragraph. Any material that is not clean soil will be rejected. Removal and disposa! of rejected material is the sole responsibility of the Company. !f, after acceptance, the materia! is discovered not to be clean soil, B & C Trucking lnc. will notify the Company. lf requested, the Company must remove the materia! within 24hours of notification and all other material that has be contaminated by the material. The Company agrees to defend, indemnify, hold B & C Trucking lnc. harmless from and against any and all claims, demands, causes of action, damages, liabilities, losses, expenses, penalties and all cost of defense relative thereto. lncluding legal fees, caused by or resulting from the CompanVs breach of this agreement, specifically including any :an soil' breach of the Company's obligation to deliver only clean soil. Signature: Print Name: Owner/Offcer: Title: Company: City, State & Zip: Date: R POP ,1 EAL.: gFwA Lo ve B & C Trucking lnc. Representative: CERT F CATE OF L AB L TY NSU NCE CERTIFICATE NUMBER I cLL88L63o7 22COVERAGES REVISION NUMBER: DATE (MM'DD'YYYY) 4/3/20Le THIS CERTIFICATE IS ISSUEDASA ATTEROF II{FOR AIOiI O LYAI{D COI{FERS I{O RIGHTS UPOI{ THE CERTIFICATE HOLDER THIS CERTIFICATE DOES iIOT AFFIRTIATIVELY OR IIEGATN'ELY A E]{O, EXTEI{D ORALTER THE COVERAGE AFFORDEO BYTHE POLICIES BELOW. THIS CERTIFICATE OF ritSUMt{CE DOES IOT CO STTTUTE A COi|TRACT BETWEE}| THE tSSUtitG rt{SURER(S), AUTHORTZED REPRESEIITATIVE OR PRODUCER" At{D THE CERTIFICATE HOLDER. lllPORTAtaI lf thc ce.tlflc.L holdor l! !n ADDITIOiIAL I SURED, the pollcy(h3) must bG GndoEGd. lf SUBROGATIO IS WAIVED, lublcct to lhe t9]m! rnd condition! ot the policy, ce.hh pollcle. may Equlrr rn ondoEomant A ttrbrDnt on thi. certificlte doe. not confer rightr to lhe certific.te holder ln lleu ol luch andoi!€1Dn(!1. PRODUCER BeII Anderson Agenry, Inc. 500 Sw 39th St, Suite 200 Renton wA 98057 CONTACT NAME:Patty Sctruermeyer, CPCU fj3.'n[..",, (42st 29:--s2oo fS. "ot, ({2s) 2s1-s1oo F-JHE"., pattl's 0 beIl -anderson . com INSURER(SI AFFORDING COVERAGE NAIC # |NSURERA:Va11ey Forge Insurance Company 20508 INSURED UtiJ.ity Senrices Associates, LIC 19555 1st Ave S, Suite 101 Seattle wA 98148 rNsuRERs:Mrtual Of Enumclaw Insurance Companv L476L rNsuRERc : Continental Casualtv Companv 20443 INSURER D : INSURER E INSURER F THIS IS TO CERTIFY THATTHE POLICIES OF INSURANCE LISTED BELOW TIA\E BEEN ISSUEO TO THE INSURED NAMEDABOVE FOR THE POLICY PERIOO INDICATEO. NOTWTHSTANDING ANY REQUIREMENT. TERM OR CONOITION OF ANY CONTRACT OR OTHER DOCUMENT WTH RESPECT TO WTiICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCEAFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TOALLTHE TERMS, EXCLUSIONSANO CONDITIONS OF SUCH POLICIES. LIMITS SHOWT{ MAY }IAVE BEEN REDUCED BY PAID CLAIMS. INSR LTR TYPE OF INSURANCE ADDL INSD SUER IM'D POLICY NUMBER POLICY EFF (MM'DTYYYYYI POLICY EXP (MM/DD'YYYYI LIMITS A x COM MERCIAL GENERAL LIABILITY CLAIMS-MADE x OCCUR GEN'L AGGREGATE LIMIT APPLIES PER x PoLrcY E ffsi l-l .o. 84 030 938557 e/L/20L8 9/L/20L9 EACH OCCURRENCE $1,000,000 DAMAGE IO RENIEt] PREMISES (Ea occunence)$300 ,000 MED EXP (Any one person)$10,000 PERSONAL &ADV INJURY $1,000,000 GENERALAGGREGATE $2,000,000 PRODUCTS. COMP/OPAGG $2, ooo, ooo $ B AUTOMOBILE LIABILITY x ANYAUTO ALL OIINED AUTOS SCHEDULED AUTOS NON-OW\ED AUTOSxHIREDAUTOSx BAPo004 07 904 9/L/2OL8 9/L/2019 COMBINED SINGLE LIMII(Ea accident)$1,000,000 BODILY INJURY (Per person)$ BODILY INJURY (Per accident)$ PROPERTY DAMAGE(Per accident)$ $ c x UMBRELI-A LIAB EXCESS LIAB x OCCUR Ct.AIM$MADE 840345?9014 9/L/2Ot8 9/L/20L9 EACH OCCURRENCE $1 ,000,000 AGGREGATE $1,000,000 DED x RETENTION $10,000 $ A WORKERS COMPENSATION AND EMPLOYERS' LIABILITY ANY PROPRIETORYPARTN ER/EXECUTIVE OFFICER/MEMBER EXCLUOED? (Mandatory in NH) lf yes, describe under DESCRIPTION OF OPERATIONS below Y/N N'A 84 030938557 Stop Gap e/L/20L8 9/L/2Ot9 PER STATUTE OTH- ER E L EACH ACCIDENT 1,000,000$ E L DISEASE. EA EMPLOYEE $1,000,000 E L DISEASE - POLICY LIMIT $2,000,000 OESCRIPTION OF OPERATIONS, LOCATIONS T\TEHICLES (ACORO l0l, Additionrl Romrrt! Schedule, may be atteched if motr rpace ir rcquircd) Re: LeaJ< Detection Project. ltre City of Port Orctrard is additiona] insured per ttre attactred endorsement #SB145932F 0616 CERTIFICATE HOLDER CANCELLATION SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE wlLL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. \"---\il}' A U TH ORlzED REPRESENTATIVE Jason Webb/PLS cpalmer G ci tyofportorchard . us City of Port Orchard Attn: Clmdi Pahner 1535 Vivian Ct Port Orchard, TIIA 98366 1 4 ACORD 25 (2014t011 lNS025 eomol) The ACORD name and logo are registered marks of ACORD RD CORPORATION. All rights CTA Policy Number: 84030938657 BLANKET ADDITIONAL INSU RED AND LIABILITY EXTENSION ENDORSEMENT This endorsement modifies rnsurance provided under the folloruing: sB146932F (Ed.6-16) BUSINESSO\^NERS LIABILIry COVERAGE FORM BUSINESSO\ANERS COMMON POLICY CONDITIONS I. BLANKET ADDITIO INSURED PROVISIONS A. ADDITIONAL INSURED - BLANKET VENDORS \Mto ls An Insured is amended to include as an additional insured any person or organization (referred to below as vendor) with whom you agreed under a "written contract" to provide insurance, but only with respect to "bodily injury" or "property damage" arising out of "your products" which are distributed or sold in the regular course of the vendor's business, subject to the following additional exclusions: 1. The insurance afforded the vendor does not apply to: a. "Bodily injury" or "property damage" for which the vendor is obligated to pay damages by reason of the assumption of liability in a contract or agreement. This exclusion does not apply to liability for damages that the vendor would have in the absence of the contract or agreement; b. Any express warranty unauthorized by you; c. Any physical or chemical change in the product made intentionally by the vendor; d. Repackaging, _except when unpacked solely for the purpose of inspection, demonstration, testing, or the substitution of parts under instructions from the manufacturer, and then repackaged in the-original container; s8146932F (6-16) Page 1 of7 TABLE OF CONTENTS A. Additional lnsu - Blanket Vendorc B. Miscellaneo us Additional lnsureds C. Additional Provisions Pertine nt to Additional lnsured Coveraqe 1. Primarv - Noncontributory provision 2. Definition of "written contract." l!. Liabilitv Extension Coveraqes A. Bodilv lniurv -nded Definition B. Broad Knowledqe of Occurrence C. Estates. Leoa! Representatives and Spouses E. Persona! and Advertisinq lniurv - Discrimination or Humiliation F. Personal and Advertisinq Iniury - Broadened Eviction G. Waiver of Subroqation - Blanket Copyright, CNA AllRights Reserued. l. Blanket Additional lnsured Provisions D. Leqal Liabilitv - Damaqe to Premises -- CNA sB146932F (Ed 6-16) e. Any failure to make such inspections, adjustments, tests or servicing as the vendor has agreed to make or normally undertakes to make in the usual course of business, in connection with the distribution or sale of the products; t. Demonstration, installation, servicing or repair operations, except such operations performed at the vendor's premises in connection with the sale of the product; g. Products which, after distribution or sale by you, have been labeled or relabeled or used as a container, part or ingredient of any other thing or substance by or for the vendor; or h. "Bodily injury" or "property damage" arising out of the sole negligence of the vendor for its own acts or omissions or those of its employees or anyone else acting on its behalf. However, this exclusion does not apply to: (1) The exceptions contained in Subparagraphs d. or f.; or (21 Such inspections, adjustments, tests or servicing as the vendor has agreed to make or normally undertakes to make in the usual course of business, in connection with the distribution or sale of the products. 2. This insurance does not apply to any insured person or organization, from whom you have acquired such products, or any ingredient, part or container, entering into, accompanying or containing such products. 3. This provision 2. does not apply to any vendor included as an insured by an endorsement issued by us and made a part of this Policy. 4. This provision 2. does not apply if "bodily injury" or "property damage" included within the "products- completed operations hazard" is excluded either by the provisions of the Policy or by endorsement. B. MISCELLANEOUS ADDITIONAL INSUREDS 1. Who ls An Insured is amended to include as an insured any person or organization (called additional insured) described in paragraphs 3.a. through 3j. below whom you are required to add as an additional insured on this policy under a "written contract.": 2. However, subject always to the terms and conditions of this policy, including the limits of insurance, we will not provide the additional insured with: a. A higher limit of insurance than required by such "written contract"; b. Coverage broader than required by such "written contract" and in no event greater than that described by the applicable paragraph a. through k. below; or c. Coverage for "bodily injury" or "property damage" included within the "products-completed operations hazard;' But this paragraph c. does not apply to the extent coverage for such liability is provided by paragraph 3j. below. Any coverage granted by this endorsement shall apply only to the extent permitted by law. 3. Only the following persons or organizations can qualiff as additional insureds under this endorsement: a. Controlling lnterest Any persons or organizations with a controlling interest in you but only with respect to their liability arising out of: (1) such person or organization's financial control of you; or (21 Premises such person or organization owns, maintains or controls while you lease or occupy these premrses; provided that the coverage granted to such additional insureds does not apply to structural alterations, new construction or demolition operations performed by or for such additional insured. s8146932F (6-16) Page 2 of 7 Copyright, CNA All Rights Reserved CNA sB146932F (Ed.6-16) b. Co-owner of lnsured Premises A co-owner of a premises co-owned by you and covered under this insurance but only with respect to the co-owners liability for "bodily injury", "property damage" or "personal and advertising injury" as co-owner of such premises. c. Grantor of Franchise Any person or organization that has granted a franchise to you, but only with respect to such person or organization's liability for "bodily injury", "property damage", or "personal and advertising injury" as grantor of a franchise to you. d. Lessor of Equipment Any person or organization from whom you lease equipment, but only with respect to liability for "bodily injury", "property damage" or "personal and advertising injury" caused in whole or in part by your maintenance, operation or use of such equipment, provided that the "occurrence" giving rise to such "bodily injury" or "property damage" or the offense giving rise to such "personal and advertising injury" takes place prior to the termination of such lease. e. Lessor of Land Any person or organization from whom you lease land, but only with respect to liability for "bodily injury", "property damage" or "personal and advertising injury" arising out of the ownership, maintenance or use of that specific part of the land leased to you, provided that the "occurrence" giving rise to such "bodily injury" or "property damage" or the offense giving rise to such "personal and advertising injury", takes place prior to the termination of such lease. The insurance hereby afforded to the additional insured does not apply to structura! alterations, new construction or demolition operations performed by, on behalf of or for such additional insured. t. Lessor of Premises An owner or lessor of premises leased to you, or such owner or lesso/s real estate manager, but only with respect to liability for "bodily injury", "property damage" or "personal and advertising injury" arising out of the ownership, maintenance or use of such part of the premises leased to you, and provided that the "occurrence" giving rise to such "bodily injury" or "property damage" or the offense giving rise to such "personal and advertising injury", takes place prior to the termination of such lease. The insurance hereby afforded to the additional insured does not apply to structural alterations, new construction or demolition operations performed by, on behalf of or for such additional insured. g. Mortgagee, Assignee or Receiver A mortgagee, assignee or receiver of premises but only with respect to such mortgagee, assignee, or receiver's liability for "bodily injury", "property damage" or "personal and advertising injury" arising out of the ownership, maintenance, or use of a premises by you. This insurance does not apply to structural alterations, new construction or demolition operations performed by, on behalf of or for such additional insured. h. State or Political Subdivisions A state or government agency or subdivision or political subdivision that has issued a permit or authorization, but only with respect to such government agency or subdivision or politica! subdivision's liability for "bodily injury", "property damage" or "personal and advertising injury" arising out of: (1) The following hazards in connection with premises you own, rent, or controt and to which this insurance applies: (a) The existence, maintenance, repair, construction, erection, or removal of advertising signs, awnings, canopies, cellar entrances, coal holes, driveways, manholes, marquees, hoistaway openings, sidewalk vaults, street banners, or decorations and similar exposures; or (b) The construction, erection, or removal of elevators; or (c) The ownership, maintenance or use of any elevators covered by this insurance; or s8146932F (6-16) Page 3 of 7 Copyright, CNA AllRights Reserved - -- CNA (21 The permitted or authorized operations performed by you or on your behalf. But the coverage granted by this paragraph does not apply to: (a) "Bodily injury", "property damage" or "personal and advertising injury" arising out of operations performed for the state or government agency or subdivision or political subdivision; or (b) "Bodily injury" or "property damage" included within the "products-completed operations hazard." \Mth respect to this provision's requirement that additional insured status must be requested under a written contract", we will treat as a "written contract" any governmental permit that requires you to add the governmental entity as an additional insured. i. Trade Show Event Lessor \Mth respect to your participation in a trade show event as an exhibitor, presenter or displayer, any person or organization .whom you are required to include as an additional insured, but only with respect to such person or organization's liability for "bodily injury", "property damage", or "personal and advertising injury" cause by: a. Your acts or omissions; or b. Acts or omissions of those acting on your behalf; in the performance of your ongoing operations at the trade show premises during the trade show event. j. Other Person or Organization Any person or organization who is not an additional insured under paragraphs a. through i. above. Such additional insured is an insured solely for "bodily injury", "property damage" or "personal and advertising injury" for which such additional insured is liable because of your acts or omissions. The coverage granted by this paragraph does not apply to any person or organization: (1) For "bodily injury," "property damage," or "personal and advertising injury" arising out of the rendering or failure to render any professional services; (21 For "bodily injury" or "property damage" included in the "products-completed operations hazard." But this provision (2) does not apply to such "bodily injury" or "property damage" if: (a) lt is entirely due to your negligence and specifically results from your work for the additional insured which is the subject to the "written contract"; and (b) The "written contract" requires you to make the person or organization an additional insured for such "bodily injury" or "property damage"; or (3) \Mto is afforded additional insured coverage under another endorsement attached to this policy. C. ADDITIONAL PROVISIONS PERTINENT TO ADDITIONAL INSURED COVERAGE \Mth respect only to additional insured coverage provided under paragraphs A. and B. above: 1. The BUSINESSOWNERS COMMON POLICY CONDITIONS are amended to add the following to the Condition entitled Other Insurance: This insurance is excess of all other insurance available to an additional insured whether primary, excess, contingent or on any other basis. However, if a "written contract" requires that this insurance be either primary or primary and noncontributing, then this insurance will be primary and non-contributory relative solely to insurance on which the additional insured is a named insured. 2. Under Liability and Medica! Expense Definitions, the following definition is added. "Written contract" means a written contract or agreement that requires you to make a person or organization an additional insured on this policy, provided the contract or agreement: a. ls currently in effect or becomes effective during the term of this policy; and b. Was executed prior to: s8146932F (6-16) Page 4of7 Copyright, CNA AllRights Reserved sB146932F (Ed. 6-16) CNA sB146932F (Ed.6-16) (1) The "bodily injury" or "property damage"; or (21 The offense that caused the "personal and advertising injury"; for which the additiona! insured seeks coverage. II. LIABILITY EXTENSION COVERAGES It is understood and agreed that this endorsement amends the Businessownens Liability Coverage Form. lf any other endorsement attached to this policy amends any provision also amended by this endorsement, then that other endorsement controls with respect to such provision, and the changes made by this endorsement to such provision do not apply. A. Bodily lnjury - Expanded Definition Under Liability and Medica! Expenses Definitions, the definition of "Bodily injury" is deleted and replaced by the following: "Bodily injury" means physical injury, sickness or disease sustained by a person, including death, humiliation, shock, mental anguish or mental injury by that person at any time which results as a consequence of the physical injury, sickness or disease. B. Broad Knowledge of Occurrence Under Businessowners Liability Conditions, the Condition entitled Duties ln The Event of Occurrence, Offense, Claim or Suit is amended to add the following: Paragraphs a. and b. above apply to you or to any additional insured only when such "occurrence," offense, claim or "suit" is known to: (1) You or any additional insured that is an individual; (21 Any partner, if you or an additional insured is a partnership; (3) Any manager, if you or an additional insured is a limited liability company; (4) Any "executive office/' or insurance manager, if you or an additional insured is a corporation; (5) Any trustee, if you or an additional insured is a trust; or (6) Any elected or appointed official, if you or an additional insured is a political subdivision or public entity. This paragraph applies separately to you and any additional insured. C. Estates, Legal Representatives and Spouses The estates, heirs, legal representatives and spouses of any natural person insured shall also be insured under this policy; provided, however, coverage is afforded to such estates, heirs, legal representatives and spouses only for claims arising solely out of their capacity as such and, in the case of a spouse, where such claim seeks damages from marital common property, jointly held property, or property transferred from such natural person insured to such spouse. No coverage is provided for any act, error or omission of an estate, heir, legal representative or spouse outside the scope of such person's capacity as such, provided however that the spouse of a natural person Named lnsured and the spouses of members or partners of joint venture or partnership Named lnsureds are insureds with respect to such spouses' acts, errors or omissions in the conduct of the Named lnsured's business. D. Lega! Liability - Damage To Premises 1. Under B. Exclusions, 1. Applicable to Business Liability Coverage, Exclusion k. Damage To Property, is replaced by the following: k. Damage To Property "Property damage" to: 1. Property you own, rent or occupy, including any costs or expenses incurred by you, or any other person, organization or entity, for repair, replacement, enhancement, restoration or maintenance of sB146932F (6-16) Page 5ofl Copyright, CNA AltRights Reserved -E CNA sB146932F (Ed. 6-16) such property for any reason, including prevention of injury to a person or damage to another's property; 2. Premises you sell, give away or abandon, if the "property damage" arises out of any part of those premrses; 3. Property loaned to you; 4. Personal property in the care, custody or control of the insured; 5. That particular part of any real property on which you or any contractors or subcontractors working directly or indirectly in your behalf are performing operations, if the "property damage" arises out of those operations; or 6. That particular part of any property that must be restored, repaired or replaced because "your work" was incorrectly performed on it. Paragraph 2 of this exclusion does not apply if the premises are "your work" and were never occupied, rented or held for rental by you. Paragraphs 1, 3, and 4, of this exclusion do not apply to "property damage" (other than damage by fire or explosion) to premises: (1) rented to you: (2) temporarily occupied by you with the permission of the owner, or (3) to the contents of premises rented to you for a period ol7 or fewer consecutive days. A separate limit of insurance applies to Damage To Premises Rented To You as described in Section D - Liability and Medical Expenses Limits of lnsurance. Paragraphs 3, 4, 5, and 6 of this exclusion do not apply to liability assumed under a sidetrack agreement. Paragraph 6 of this exclusion does not apply to "property damage" included in the "products-completed operations hazard." 2. Under B. Exclusions, 1. Applicable to Business Liability Coverage, the following paragraph is added, and replaces the similar paragraph, if any, beneath paragraph (1a) of the exclusion entitled Personal and Advertising injury: Exclusions c, d, e, f, g, h, i, k, l, ffi, h, and o, do not apply to damage by fire to premises while rented to you or temporarily occupied by you with permission of the owner or to the contents of premises rented to you for a period of 7 or fewer consecutive days. A separate limit of insurance applies to this coverage as described in Section D. Liability And Medical Expenses Limits Of lnsurance. 3. The first Paragraph under item 5. Damage To Premises Rented To You Limit of the section entitled Liabili$ And Medical Expenses Limits Of lnsurance is replaced by the following: The most we will pay under Business Liability for damages because of "property damage" to any one premises, while rented to you or temporarily occupied by you with the permission of the owner, including contents of such premises rented to you for a period of 7 or fewer consecutive days, is the Damage to Premises Rented to You limit shown in the Declaration. E. Perconal and Advertising lnjury - Discrimination or Humiliation 1. Under Liability and Medical Expenses Definitions, the definition of "personal and advertising injury" is amended to add the following: h. Discrimination or humiliation that results in injury to the feelings or reputation of a natural person, but only if such discrimination or humiliation is: (1) Not done intentionally by or at the direction of: (a) The insured; or sB146932F (6-16) Page 6 of 7 Copyright, CNA All Rights Reserved. CNA s8146932F (Ed. 6-16) (b) Any "executive officer," director, stockholder, partner, member or manager (if you are a limited liability company) of the insured; and l2l Not directly or indirectly related to the employment, prospective employment, past employment or termination of employment of any person or person by any insured. 2. Under B. Exclusions, 1. Applicable to Business Liability Coverage, the exclusion entitled Perconal and Advertising injury is amended to add the following additional exclusions: (15)Discrimination Relating to Room, Dwelling or Premises Gaused by discrimination directly or indirectly related to the sale, rental, lease or sub-lease or prospective sale, rental, lease or sub-lease of any room, dwelling or premises by or at the direction of any insured. (1 6) Employment Related Discrimination Discrimination or humiliation directly or indirectly related to the employment, prospective employment, past employment or termination of employment of any person by any insured. (17)Fines or Penalties Fines or penalties levied or imposed by a governmental entity because of discrimination. 3. This provision (Personal and Advertising lnjury - Discrimination or Humiliation) does not apply if Personal and Advertising lnjury Liability is excluded either by the provisions of the Policy or by endorsement. F. Personal and Advertising lnjury - Broadened Eviction Under Liability and Medical Expenses Definitions, the definition of "Personal and advertising injury" is amended to delete Paragraph c. and replace it with the following: c. The wrongful eviction from, wrongful entry into, or invasion of the right of private occupancy of a room dwelling or premises that a person or organization occupies committed by or on behalf of its owner, landlord or lessor. G. Waiver of Subrogation - Blanket We waive any right of recovery we may have against: a. Any person or organization with whom you have a written contract that requires such a waiver. All other terms and conditions of the Policy remain unchanged sB146s32F (6-16) Page 7 ot7 Copyright, CNA All Rights Reserved