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20-184.00 WM Winkler: On Call Road Graders for Snow Removal Contract No. 20-184 AGREEMENT FOR SERVICES WM Winkler On Call Road Graders for Snow Removal 2020-2021 Snow Season THIS AGREEMENT is made by and between the City of Spokane Valley,a code City of the State of Washington, hereinafter "City" and WM Winkler, hereinafter "Consultant," jointly referred to as "Parties." IN CONSIDERATION of the terms and conditions contained herein,the Parties agree as follows: 1. Work to Be Performed. Consultant shall provide all labor, services, and material to satisfactorily complete the Scope of Services, attached as Exhibit B. A.Administration. The City Manager or designee shall administer and be the primary contact for Consultant. Prior to commencement of work, Consultant shall contact the City Manager or designee to review the Scope of Services, schedule,and date of completion. Upon notice from the City Manager or designee, Consultant shall commence work, perform the requested tasks in the Scope of Services,stop work,and promptly cure any failure in performance under this Agreement. B. Representations. City has relied upon the qualifications of Consultant in entering into this Agreement. By execution of this Agreement, Consultant represents it possesses the ability, skill, and resources necessary to perform the work and is familiar with all current laws, rules, and regulations which reasonably relate to the Scope of Services. No substitutions of agreed-upon personnel shall be made without the prior written consent of City. Consultant represents that the compensation as stated in paragraph 3 is adequate and sufficient for the timely provision of all professional services required to complete the Scope of Services under this Agreement. Consultant shall be responsible for the technical accuracy of its services and documents resulting therefrom, and City shall not be responsible for discovering deficiencies therein. Consultant shall correct such deficiencies without additional compensation except to the extent such action is directly attributable to deficiencies in City-furnished information. C. Standard of Care. Consultant shall exercise the degree of skill and diligence normally employed by professional consultants engaged in the same profession, and performing the same or similar services at the time such services are performed. D. Modifications. City may modify this Agreement and order changes in the work whenever necessary or advisable. Consultant will accept modifications when ordered in writing by the City Manager or designee, so long as the additional work is within the scope of Consultant's area of practice. Compensation for such modifications or changes shall be as mutually agreed between the Parties. Consultant shall make such revisions in the work as are necessary to correct errors or omissions appearing therein when required to do so by City without additional compensation. 2. Term of Contract. This Agreement shall be in full force and effect upon execution and shall remain in effect until completion of all contractual requirements have been met as determined by City. Consultant WM Winkler Page 1 of 8 Contract No. 20-184 shall complete its work by April 30, 2021, unless the time for performance is extended in writing by the Parties. Either Party may terminate this Agreement for material breach after providing the other Party with at least 10 days'prior notice and an opportunity to cure the breach. City may,in addition,terminate this Agreement for any reason by 10 days' written notice to Consultant. In the event of termination without breach, City shall pay Consultant for all work previously authorized and satisfactorily performed prior to the termination date. 3. Compensation City agrees to pay Consultant an agreed upon hourly rate up to a maximum amount of$100,000 as full compensation for everything done under this Agreement, as set forth in Exhibit B. Consultant shall not perform any extra, further, or additional services for which it will request additional compensation from City without a prior written agreement for such services and payment therefore. 4. Payment. Consultant shall be paid monthly upon presentation of an invoice to City. Applications for payment shall be sent to the City Finance Department at the below-stated address. City reserves the right to withhold payment under this Agreement for that portion of the work(if any)which is determined in the reasonable judgment of the City Manager or designee to be noncompliant with the Scope of Services, City standards,City Code, and federal or state standards. 5.Notice. Notices other than applications for payment shall be given in writing as follows: TO THE CITY: TO THE CONSULTANT: Name: Christine Bainbridge, City Clerk Name: WM Winkler Phone: (509) 720-5000 Phone: 509-489-6100 Address: 10210 East Sprague Avenue Address: 5516 N. Starr Rd Spokane Valley,WA 99206 Newman Lake, WA 99025 6. Applicable Laws and Standards. The Parties, in the performance of this Agreement, agree to comply with all applicable federal, state, and local laws and regulations. Consultant warrants that its designs, construction documents,and services shall conform to all federal,state,and local statutes and regulations. 7. Certification Regarding Debarment, Suspension, and Other Responsibility Matters — Primary Covered Transactions. A. By executing this Agreement, the Consultant certifies to the best of its knowledge and belief that it and its principals: 1. Are not presently debarred, suspended, proposed for debarment, declared ineligible, or voluntarily excluded from covered transactions by any federal department or agency; 2. Have not within a three-year period preceding this proposal been convicted of or had a civil judgment rendered against them for commission of fraud or a criminal offense in connection with obtaining, attempting to obtain, or performing a public (federal, state, or local) transaction or contract under a public transaction; violation of federal or state antitrust statutes or commission of embezzlement, theft, forgery, bribery, falsification or destruction of records,making false statements,or receiving stolen property; WM Winkler Page 2 of 8 Contract No. 20-184 3. Are not presently indicted for or otherwise criminally or civilly charged by a governmental entity (federal, state, or local) with commission of any of the offenses enumerated in paragraph(A)(2)of this certification;and 4. Have not within a three-year period preceding this application/proposal had one or more public transactions(federal, state, or local)terminated for cause or default. B. Where the prospective primary participant is unable to certify to any of the statements in this certification, such prospective participant shall attach an explanation to this Agreement. 8. Relationship of the Parties. It is understood and agreed that Consultant shall be an independent contractor and not the agent or employee of City,that City is interested in only the results to be achieved, and that the right to control the particular manner,method,and means in which the services are performed is solely within the discretion of Consultant. Any and all employees who provide services to City under this Agreement shall be deemed employees solely of Consultant. The Consultant shall be solely responsible for the conduct and actions of all its employees under this Agreement and any liability that may attach thereto. 9. Ownership of Documents. All drawings, plans, specifications, and other related documents prepared by Consultant under this Agreement are and shall be the property of City,and may be subject to disclosure pursuant to chapter 42.56 RCW or other applicable public record laws. The written, graphic, mapped, photographic, or visual documents prepared by Consultant under this Agreement shall, unless otherwise provided, be deemed the property of City. City shall be permitted to retain these documents, including reproducible camera-ready originals of reports,reproduction quality mylars of maps,and copies in the form of computer files, for the City's use. City shall have unrestricted authority to publish, disclose, distribute, and otherwise use,in whole or in part,any reports,data,drawings,images,or other material prepared under this Agreement, provided that Consultant shall have no liability for the use of Consultant's work product outside of the scope of its intended purpose. 10.Records. The City or State Auditor or any of their representatives shall have full access to and the right to examine during normal business hours all of Consultant's records with respect to all matters covered in this Agreement. Such representatives shall be permitted to audit, examine, make excerpts or transcripts from such records, and to make audits of all contracts, invoices, materials, payrolls, and record of matters covered by this Agreement for a period of three years from the date final payment is made hereunder. 11.Insurance. Consultant shall procure and maintain for the duration of the Agreement, insurance against claims for injuries to persons or damage to property which may arise from or in connection with the performance of the work hereunder by Consultant,its agents,representatives,employees,or subcontractors. A. Minimum Scope of Insurance. Consultant's required insurance shall be of the types and coverages described below: 1. Automobile liability insurance covering all owned, non-owned, hired, and leased vehicles. Coverage shall be at least as broad as Insurance Services Office(ISO)form CA 00 01. 2.Commercial general liability insurance shall be at least as broad as ISO occurrence form CG 00 01 and shall cover liability arising from premises,operations,stop-gap independent contractors and personal injury, and advertising injury. City shall be named as an WM Winkler Page 3 of 8 Contract No. 20-184 additional insured under Consultant's commercial general liability insurance policy with respect to the work performed for the City using an additional insured endorsement at least as broad as ISO CG 20 26. 3. Workers' compensation coverage as required by the industrial insurance laws of the State of Washington. B.Minimum Amounts of Insurance. Consultant shall maintain the following insurance limits: 1. Automobile liability insurance with a minimum combined single limit for bodily injury and property damage of$1,000,000 per accident. 2. Commercial general liability insurance shall be written with limits no less than $2,000,000 each occurrence, and$2,000,000 general aggregate. C.Other Insurance Provisions. The Consultant's policies are to contain,or be endorsed to contain, the following provisions for automobile liability and commercial general liability insurance: 1. Consultant's insurance coverage shall be primary insurance with respect to the City. Any insurance, self-insurance, or self-insured pool coverage maintained by City shall be in excess of Consultant's insurance and shall not contribute with it. 2.Consultant shall provide City and all additional insured for this work with written notice of any policy cancellation within two business days of their receipt of such notice. 3. If Consultant maintains higher insurance limits than the minimums shown above, City shall be insured for the full available limits of commercial general and excess or umbrella liability maintained by Consultant, irrespective of whether such limits maintained by Consultant are greater than those required by this Agreement or whether any certificate of insurance furnished to the City evidences limits of liability lower than those maintained by Consultant. 4. Failure on the part of Consultant to maintain the insurance as required shall constitute a material breach of the Agreement, upon which the City may, after giving at least five business days' notice to Consultant to correct the breach, immediately terminate the Agreement, or at its sole discretion, procure or renew such insurance and pay any and all premiums in connection therewith, with any sums so expended to be repaid to City on demand, or at the sole discretion of the City, offset against funds due Consultant from 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. Evidence of Coverage. As evidence of the insurance coverages required by this Agreement, Consultant shall furnish 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 requirements of the Agreement before commencement of the work. WM Winkler Page 4 of 8 Contract No. 20-184 12. Indemnification and Hold Harmless. Consultant shall, at its sole expense, defend, indemnify, and hold harmless City and its officers,agents,and employees,from any and all claims, actions, suits, liability, loss, costs, attorney's fees, costs of litigation, expenses, injuries, and damages of any nature whatsoever relating to or arising out of the wrongful or negligent acts,errors,or omissions in the services provided by Consultant, Consultant's agents, subcontractors, subconsultants, and employees to the fullest extent permitted by law, subject only to the limitations provided below. However, should a court of competent jurisdiction determine that this Agreement is subject to RCW 4.24.115, then, in the event of liability for damages arising out of bodily injury to persons or damages to property caused by or resulting from the concurrent negligence of the Consultant and the City, its officers, officials, employees, and volunteers, the Consultant's liability, including the duty and cost to defend, hereunder shall be only to the extent of the Consultant's negligence. It is further specifically and expressly understood that the indemnification provided herein constitutes the Consultant's waiver of immunity under Industrial Insurance, Title 51, RCW, solely for the purpose of this indemnification. This waiver has been mutually negotiated by the parties. The provisions of this section shall survive the expiration or termination of this Agreement. 13.Waiver. No officer,employee,agent,or other individual acting on behalf of either Party has the power, right,or authority to waive any of the conditions or provisions of this Agreement. A waiver in one instance shall not be held to be a waiver of any other subsequent breach or nonperformance. All remedies afforded in this Agreement or by law shall be taken and construed as cumulative and in addition to every other remedy provided herein or by law. Failure of either Party to enforce at any time any of the provisions of this Agreement or to require at any time performance by the other Party of any provision hereof shall in no way be construed to be a waiver of such provisions nor shall it affect the validity of this Agreement or any part thereof 14. Assignment and Delegation. Neither Party may assign, transfer, or delegate any or all of the responsibilities of this Agreement or the benefits received hereunder without prior written consent of the other Party. 15. Subcontracts. Except as otherwise provided herein, Consultant shall not enter into subcontracts for any of the work contemplated under this Agreement without obtaining prior written approval of City. 16. Confidentiality. Consultant may, from time-to-time, receive information which is deemed by City to be confidential. Consultant shall not disclose such information without the prior express written consent of City or upon order of a court of competent jurisdiction. 17. Jurisdiction and Venue. This Agreement is entered into in Spokane County, Washington. Disputes between City and Consultant shall be resolved in the Superior Court of the State of Washington in Spokane County. Notwithstanding the foregoing, Consultant agrees that it may, at City's request, be joined as a party in any arbitration proceeding between City and any third party that includes a claim or claims that arise out of, or that are related to Consultant's services under this Agreement. Consultant further agrees that an arbitrator's decision therein shall be final and binding on Consultant and that judgment may be entered upon it in any court having jurisdiction thereof. 18. Cost and Attorney's Fees. The prevailing party in any litigation or arbitration arising out of this Agreement shall be entitled to its attorney's fees and costs of such litigation(including expert witness fees). 19. Entire Agreement. ['his written Agreement constitutes the entire and complete agreement between WM Winkler Page 5 of 8 Contract No. 20-184 the Parties and supersedes any prior oral or written agreements. This Agreement may not be changed, modified,or altered except in writing signed by the Parties hereto. 20.Anti-kickback. No officer or employee of City,having the power or duty to perform an official act or action related to this Agreement shall have or acquire any interest in this Agreement, or have solicited, accepted,or granted a present or future gift,favor, service, or other thing of value from any person with an interest in this Agreement. 21.Assurance of Compliance with Applicable Federal Law. During the performance of this Agreement,the Consultant,for itself, its assignees,and successors in interest agrees as follows: A. Compliance with Regulations: The Consultant shall comply with the federal laws set forth in Section 7 of this Exhibit("Acts and the Regulations")relative to non-discrimination in federally- assisted programs of the U.S. Department of Transportation, Washington State Department of Transportation (WSDOT), as they may be amended from time-to-time, which are herein incorporated by reference and made a part of this Agreement. B. Non-discrimination: The Consultant, with regard to the work performed by it during this Agreement, shall not discriminate on the grounds of race, color, or national origin in the selection and retention of subcontractors, including procurements of materials and leases of equipment.The Consultant shall not participate directly or indirectly in the discrimination prohibited by the Acts and the Regulations,including employment practices when the contract covers any activity,project, or program set forth in Appendix B of 49 CFR Part 21. C. Solicitations for Subcontracts,Including Procurements of Materials and Equipment:In all solicitations, either by competitive bidding, or negotiation made by the Consultant for work to be performed under a subcontract, including procurements of materials, or leases of equipment,each potential subcontractor or supplier shall be notified by the Consultant of the Consultant's obligations under this Agreement and the Acts and the Regulations relative to non-discrimination on the grounds of race,color,or national origin. D. Information and Reports: The Consultant shall provide all information and reports required by the Acts, the Regulations, and directives issued pursuant thereto, and shall permit access to its books, records, accounts, other sources of information, and its facilities as may be determined by the City or the WSDOT to be pertinent to ascertain compliance with such Acts, Regulations, and instructions.Where any information required of Consultant is in the exclusive possession of another who fails or refuses to furnish the information, the Consultant shall so certify to the City or the WSDOT,as appropriate, and shall set forth what efforts it has made to obtain the information. E. Sanctions for Noncompliance: In the event of a Consultant's noncompliance with the non-discrimination provisions of this Agreement,the City will impose such contract sanctions as it or the WSDOT may determine to be appropriate, including,but not limited to: 1. withholding payments to the Consultant under the Agreement until the Consultant complies; and/or 2. cancelling,terminating,or suspending the Agreement, in whole or in part. F. Incorporation of Provisions: The Consultant shall include the provisions of paragraphs one through six of this Exhibit in every subcontract, including procurements of materials and leases of WM Winkler Page 6 of 8 Contract No. 20-184 equipment,unless exempt by the Acts,the Regulations and directives issued pursuant thereto. The Consultant shall take action with respect to any subcontract or procurement as the City or the WSDOT may direct as a means of enforcing such provisions, including sanctions for noncompliance. Provided, that if the Consultant becomes involved in, or is threatened with litigation by a subcontractor or supplier because of such direction,the Consultant may request that the City enter into any litigation to protect the interests of the City. In addition,the Consultant may request the United States to enter into the litigation to protect the interests of the United States. G. Pertinent Non-Discrimination Authorities: During the performance of this Agreement, the Consultant agrees to comply with the following non-discrimination statutes and authorities; including but not limited to: Title VI of the Civil Rights Act of 1964(42 U.S.C. §2000d et seq., 78 stat.252),(prohibits discrimination on the basis of race,color,national origin);and 49 CFR Part 21; The Uniform Relocation Assistance and Real Property Acquisition Policies Act of 1970, (42 U.S.C. §4601),(prohibits unfair treatment of persons displaced or whose property has been acquired because of Federal or Federal-aid programs and projects); Federal-Aid Highway Act of 1973, (23 U.S.C. §324 et seq.), (prohibits discrimination on the basis of sex); Section 504 of the Rehabilitation Act of 1973, (29 U.S.C. §794 et seq.), as amended, (prohibits discrimination on the basis of disability); and 49 CFR Part 27; The Age Discrimination Act of 1975, as amended, (42 U.S.C. §6101 et seq.), (prohibits discrimination on the basis of age); Airport and Airway Improvement Act of 1982, (49 USC §471, Section 47123), as amended, (prohibits discrimination based on race,creed,color,national origin,or sex); The Civil Rights Restoration Act of 1987, (PL 100-209), (Broadened the scope, coverage and applicability of Title VI of the Civil Rights Act of 1964, The Age Discrimination Act of 1975 and Section 504 of the Rehabilitation Act of 1973,by expanding the definition of the terms"programs or activities"to include all of the programs or activities of the Federal- aid recipients, sub-recipients and contractors, whether such programs or activities are Federally funded or not); Titles II and III of the Americans with Disabilities Act, which prohibit discrimination on the basis of disability in the operation of public entities, public and private transportation systems,places of public accommodation,and certain testing entities(42 U.S.C. §§12131- 12189)as implemented by Department of Transportation regulations at 49 C.F.R.parts 37 and 38; The Federal Aviation Administration's Non-discrimination statute (49 U.S.C. §47123) (prohibits discrimination on the basis of race,color,national origin, and sex); Executive Order 12898, Federal Actions to Address Environmental Justice in Minority Populations and Low-Income Populations, which ensures Non-discrimination against WM Winkler Page 7 of 8 Contract No. 20-184 minority populations by discouraging programs, policies, and activities with disproportionately high and adverse human health or environmental effects on minority and low-income populations; Executive Order 13166, Improving Access to Services for Persons with Limited English Proficiency, and resulting agency guidance, national origin discrimination includes discrimination because of Limited English proficiency(LEP). To ensure compliance with Title VI,you must take reasonable steps to ensure that LEP persons have meaningful access to your programs(70 Fed. Reg. at 74087 to 74100); and Title IX of the Education Amendments of 1972, as amended, which prohibits you from discriminating because of sex in education programs or activities(20 U.S.C. §1681 et seq.). 22. Business Registration. Prior to commencement of work under this Agreement, Consultant shall register with the City as a business if it has not already done so. 23. Severability. If any section,sentence,clause,or phrase of this Agreement should be held to be invalid for any reason by a court of competent"jurisdiction,such invalidity shall not affect the validity of any other section,sentence,clause,or phrase of this Agreement. 24. Exhibits. Exhibits attached and incorporated into this Agreement are: A. Equipment and Pricing B. Scope of Services C. Insurance Certificates ObLJeT ,20 The Parties have executed this Agreement this/4day of 270 CITY OF SPOKANE VALLEY Consultant: Wm.Winkler Company elet51-- Mark Calhoun,City Manager By: Bria Winkler/President Its: Authorized Representative APPROVED AS TO FORM: 00.„. rep- s.ca Office of e City/At y WM Winkler Page 8 of 8 ATTACHMENT"A" EQUIPMENT AND PRICING 2020-2021 SNOW SEASON ON-CALL ROAD GRADERS FOR SNOW REMOVAL Name: aim. Winkler cn. Signature: TIria r. Winkler Date: 1 0/1 /2 0 ROAD GRADER EQUIPMENT DESCRIPTION MODEL QUANTITY RATE PER HOUR (all equipment rates to include operator labor) YEAR AVAILABLE CAT 163 2006 1 $210. 92 CAT 140 2007 2 $210. 92 ANY OTHER CHARGES (if not included in above rates, such as travel time) I�i Spokane Community& Public Works Department galley 10210 E Sprague Avenue ♦ Spokane Valley WA 99206 Phone: (509)720-5000 • Fax:(509)720-5075 •www.spokanevalley.org Request for Proposals On-Call Road Graders for Snow Removal 2020-2021 Snow Season Due Date: October 2, 2020 10:00 AM Submit to: City of Spokane Valley 2020-2021 Snow Season Attn: Lorri Latiolais 10210 E. Sprague Ave. Spokane Valley, WA 99206 TABLE OF CONTENTS 1. General Information 1 1.1 Background and Purpose 1 1.2 Definitions 1 1.3 Period of Performance 1 2. Scope of Services 1 2.1 Scope of Services 1 2.2 Description of Work Required 1 2.3 Response Time Expectations 2 3. General Information 2 3.1 RFQ Coordinator 2 3.2 Estimated Schedule of Procurement Activities 2 3.3 Submission of Proposals 2 3.4 Proprietary Information/Public Disclosure 4 3.5 Revisions to the RFP 4 3.6 Minority and Women-owned Business Participation 4 3.7 Acceptance Period 5 3.8 Responsiveness 5 3.9 Most Favorable Terms 5 3.10 Costs to Propose 5 3.11 No Obligation to Contract 5 3.12 Rejection of Proposals 5 3.13 Proposal Evaluation 5 4. Proposal Contents and Format 6 Part 1 Description of Firm(s)/Subcontracted Firm(s) 6 Part 2 Qualifications of Key Personnel 6 Part 3 References/Experience 6 Part 4 Equipment Available and Response Commitment 6 Part 5 Proof of Insurance 6 Part 6 Pricing 7 5. Contract Requirements 7 5.1 Compliance with Laws 7 5.2 Nondiscrimination 7 5.3 Insurance 7 5.4 City of Spokane Valley Business License 8 6. RFP Attachment A 9 1. INTRODUCTION 1.1 BACKGROUND AND PURPOSE The City of Spokane Valley is developing a list of pre-qualified Contractors who may be called, on short notice, to perform various emergency snow plowing. The pre-qualified list may or may not result in a contract with the City. 1.2 DEFINITIONS City — The City is the City of Spokane Valley, a Washington State municipal corporation, which is issuing this RFP. Contractor— Individual or company whose response has been accepted by the City. Request for Qualifications and Proposals — Formal procurement document in which a service or need is identified. The purpose of a Request for Qualifications and Proposals is to solicit responses in order to create a list of qualified Contractors. 1.3 PERIOD OF PERFORMANCE It is the intention of the City of Spokane Valley to refer to this list from November 2020 — March 2021. 2. SCOPE OF SERVICES 2.1 SCOPE OF SERVICES The scope of Services will include, but is not limited to, the following: 1. The Contractor shall have a motor road grader 140G or equivalent with no larger than a 14' moldboard and be able to supply themselves tire chains and replacements. 2. The Contractor shall provide grader operators for 12 hour shifts. Generally, a full city residential plow takes 48 hours to complete. 3. Road Graders must be able to work on city streets with lights and a flashing hazard (work light). Road Graders shall be able to work continuously until the snow emergency event ends and released by the City. 2.2 DESCRIPTION OF WORK REQUIRED Work required includes activities described in the Scope of Services and may include, but not be limited to, the following description list: 1. The Contractor/Operator will be working under the direct supervision of City of Spokane Valley Street Superintendent. 2. The Contractor shall perform work in compliance with requirements of all applicable codes and standards of governing authorities having jurisdiction, including provision for adequate protection to persons and property by means of insurance, bonding, traffic, etc. 2.3 RESPONSE TIME EXPECTATIONS 1. The Contractor shall provide a 24 hour a day contact number, name, and be able to report with 12 hour advance notice. 2. Contractor shall call back within thirty (30) minutes after initial call is made from the City requesting their services. After thirty (30) minutes, the next Contractor on the list will be contacted. 3. The Contractor shall have grader fully fueled and ready to work. 3. GENERAL INFORMATION 3.1 RFP COORDINATOR The RFP Coordinator is the sole point of contact in the City for this procurement. All communication between the Contractor and the City upon receipt of this RFP shall be with the RFP Coordinator, as follows: Name Shane Arlt Location City of Spokane Valley Public Works Phone Number 509-720-5002 E-Mail Address sarlt@spokanevalley.org Any other communication will be considered unofficial and non-binding on the City. Contractors are to rely on written statements issued by the RFP Coordinator. Communication directed to parties other than the RFP Coordinator may result in disqualification of the Contractor. 3.2 ESTIMATED SCHEDULE OF PROCUREMENT ACTIVITIES Issue Request for Proposal September 10, 2020 Proposals due October 2, 2020 Evaluate Proposals October 6, 2020 Establish Short-List of Pre-qualified Contractors October 9, 2020 The City reserves the right to revise the above schedule. 3.3 SUBMISSION OF PROPOSALS A. PREPARATION OF ENVELOPES Place and seal the proposal in an envelope with the following information on it: "ON-CALL ROAD GRADERS FOR SNOW REMOVAL" 2020-2021 SNOW SEASON DUE: OCTOBER 2, 2020 — 10:00 A.M. YOUR COMPANY NAME" B. SUBMISSION OF PROPOSALS Submit the original proposal to the following address: City of Spokane Valley Attn: Lorri Latiolais 10210 E. Sprague Avenue Spokane Valley, WA 99206 NOTE: Proposals will not be accepted by fax. C. DUE DATE It is the responsibility of the Proposer to be sure the Proposals are sent sufficiently ahead of time to be received no later than 10:00 AM local time on the due date. Proposers mailing Proposals should allow normal mail delivery time to ensure timely receipt of their Proposals. The City reserves the right to not consider Proposals received late. If hand delivering the Proposals, please deliver to Public Works Department located at City Hall. (10210 East Sprague Avenue) Proposals will not be publicly opened; proposal results will be announced on the City of Spokane Valley web site within 5 business days. 3.4 PROPRIETARY INFORMATION / PUBLIC DISCLOSURE Materials submitted in response to this competitive procurement shall become the property of the City. All received Proposals shall remain confidential until the award of contract recommendation has been filed with the City Clerk for City Council action. Thereafter, the Proposals shall be deemed public records as defined in RCW 42.56, "Public Records." Any information in the Proposal that the Contractor desires to claim as proprietary and exempt from disclosure under the provisions of state law shall be clearly designated. Each page claimed to be exempt from disclosure must be clearly identified by the word "Confidential" printed on it. Marking the entire Proposal exempt from disclosure will not be honored. The City will consider a Proposer's request for exemption from disclosure; however, the City will make a decision predicated upon state law and regulations. If any information is marked as proprietary in the Proposal, it will not be made available until the affected Proposer has been given an opportunity to seek a court injunction against the requested disclosure. All requests for information should be directed to the RFP Coordinator. 3.5 REVISIONS TO THE RFP In the event it becomes necessary to revise any part of this RFP, addenda will be provided to all who receive the RFP. The City also reserves the right to cancel or to reissue the RFP in whole or in part, prior to final award of a contract. 3.6 MINORITY &WOMEN-OWNED BUSINESS PARTICIPATION The City encourages participation in all of its contracts by firms certified by the Washington State Office of Minority and Women's Business Enterprises (OMWBE). Proposers may contact OMWBE at 360/753-9693 to obtain information on certified firms. 3.7 ACCEPTANCE PERIOD Proposals must provide sixty (60) days for acceptance by the City from the due date for receipt of Proposals. 3.8 RESPONSIVENESS The Proposer is specifically notified that failure to comply with any part of the RFP may result in rejection of the Proposal as non-responsive. The City also reserves the right, however, at its sole discretion to waive minor administrative irregularities. 3.9 MOST FAVORABLE TERMS The City reserves the right to make an award without further discussion of the Proposal submitted. Therefore, the Proposal should be submitted initially on the most favorable terms which the Contractor can propose. There will be no best and final offer procedure. The City reserves the right to contact a Proposer for clarification of its Proposal. The Proposer should be prepared to accept this RFP for incorporation into a contract resulting from this RFP. Contract negotiations may incorporate some or all or the Proposal. 3.10 COSTS TO PROPOSE The City will not be liable for any costs incurred by the Proposer in preparation of a Proposal submitted in response to this RFP, in conduct of a presentation, or any other activities related to responding to this RFP. 3.11 NO OBLIGATION TO CONTRACT This RFP does not obligate the City to contract for services specified herein. A contract with the City may or may not result from the establishment of the pre-qualified list. 3.12 REJECTION OF PROPOSALS The City reserves the right at its sole discretion to reject any and all Proposals received without penalty and to not issue a contract as a result of this RFP. 3.13 PROPOSAL EVALUATION The City does not intend to award a contract solely on the basis of price. Evaluation criteria will include but not be limited to: a. Qualifications of key personnel 30% b. Equipment availability and commitment to respond .... 20% c. References, past performance, and ability to work with the City of Spokane Valley 10% d. Pricing for personnel and equipment 50% 100% The City of Spokane Valley reserves the right to create and use the short list of pre- qualified Contractors in any manner most advantageous for the City at its sole and exclusive discretion. Multiple contracts may be awarded. Award of contract, when made, will be to the Pre-qualified Contractor most favorable to the City, taking into consideration RFP evaluation factors. The City reserves the right to contact a Proposer for clarification of its Proposal. Unsuccessful Proposers will not automatically be notified of Proposal results. 4. PROPOSAL CONTENT AND FORMAT Proposals shall be in the following standardized format to facilitate evaluation of their comparative merits. Proposals shall include the sections indicated below. Proposals shall be typed and shall be limited to five (5) pages, excluding project lists and resumes. Part 1 Description of Firm(s)/Subcontracted Firm(s) Part 2 Qualifications of Key Personnel Part 3 References/Experience Part 4 Equipment Available and Response Commitment Part 5 Proof of Insurance Certificate Part 6 Pricing PART 1 DESCRIPTION OF FIRM(S)/SUBCONTRACTED FIRM(S) This part should contain a brief history of the Firm, the Firm's organization, number and type of personnel, contact information, and location of office. Include a brief history for each proposed subcontracted Firm, the subcontracted Firm's organization, number and type of personnel, and location of office. PART 2 QUALIFICATIONS OF KEY PERSONNEL List number of employees and describe qualifications of key personnel who would respond to snow emergency event. Include safety qualifications and/or certifications that apply to all activities described in the Scope of Services. Any resumes should be limited to two (2) pages per person. PART 3 REFERENCES/EXPERIENCE This part should contain a brief summary of other similar projects performed by the Firm and Subcontractors. List three recent snow removal projects including: project description; location of project; client with contact name, address, phone number, and email address. Particular emphasis should be placed on current and past projects of a similar nature. The City reserves the right to contact any additional individuals or Firms to obtain information about the Firm. PART 4 EQUIPMENT AVAILABLE AND RESPONSE COMMITMENT List all equipment and accessories, by type and quantity that will be available for emergency snow removal. The City is requesting pricing for Road Graders and Road Graders with wings. Include equipment scheduled or in process to be purchased. See Attachment "A" titled "Equipment and Pricing", to be completed with this information. Include a response commitment statement. PART 5 PROOF OF INSURANCE Provide a current Proof in Insurance Certificate with Proposal. PART 6 PRICING Provide current listing of per hour rates for personnel and equipment. See Attachment "A" titled ' "Equipment and Pricing", to be completed with this information. 5. CONTRACT REQUIREMENTS. 5.1 COMPLIANCE WITH LAWS Each party shall comply with all applicable federal, state, and local laws and regulations, which are incorporated herein by reference. 5.2 NONDISCRIMINATION. No individual shall be excluded from participation in, denied the benefit of, subjected to discrimination under, or denied employment in the administration of or in connection with this agreement because of age, sex, race, color, religion, creed, marital status, familial status, sexual orientation, national origin, honorably discharged veteran or military status, the presence of any sensory, mental or physical disability, or use of a service animal by a person with disabilities. 5.3 INSURANCE Insurance. Consultant shall procure and maintain for the duration of the Agreement, insurance against claims for injuries to persons or damage to property which may arise from or in connection with the performance of the work hereunder by Consultant, its agents, representatives, employees, or subcontractors. A. Minimum Scope of Insurance. Consultant shall obtain insurance of the types described below: 1. Automobile liability insurance covering all owned, non-owned, hired, and leased vehicles. Coverage shall be written on Insurance Services Office (ISO) form CA 00 01 or a substitute form providing equivalent liability coverage. 2. Commercial general liability insurance shall be at least as broad as ISO occurrence form CG 00 01 and shall cover liability arising from premises, operations, stop-gap independent contractors and personal injury, and advertising injury. City shall be named as an additional insured under Consultant's commercial general liability insurance policy with respect to the work performed for the City using an additional insured endorsement at least as broad as ISO CG 20 26. 3. Workers' compensation coverage as required by the industrial insurance laws of the State of Washington. B. Minimum Amounts of Insurance. Consultant shall maintain the following insurance limits: I. Automobile liability insurance with a minimum combined single limit for bodily injury and property damage of no less than$1,000,000 per accident. 2. Commercial general liability insurance shall be written with limits no less than $1,000,000 for each occurrence,and$2,000,000 for general aggregate. C. Other Insurance Provisions. The policies are to contain, or be endorsed to contain, the following provisions for automobile liability and commercial general liability insurance: 1. Consultant's insurance coverage shall be primary insurance with respect to the City. Any insurance, self-insurance, or insurance pool coverage maintained by City shall be in $ excess of Consultant's insurance and shall not contribute with it. 2. Consultant shall fax or send electronically in .pdf format a copy of insurer's cancellation notice within two business days of receipt by Consultant. 3. If Consultant maintains higher insurance limits than the minimums shown above, City shall be insured for the full available limits of commercial general and excess or umbrella liability maintained by Consultant, irrespective of whether such limits maintained by Consultant are greater than those required by this Agreement or whether any certificate of insurance furnished to the City evidences limits of liability lower than those maintained by Consultant. 4. Failure on the part of Consultant to maintain the insurance as required shall constitute a material breach of the Agreement, upon which the City may, after giving at least five business days' notice to Consultant to correct the breach, immediately terminate the Agreement, or at its sole discretion, procure or renew such insurance and pay any and all premiums in connection therewith, with any sums so expended to be repaid to City on demand, or at the sole discretion of the City,offset against funds due Consultant from 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. Evidence of Coverage. As evidence of the insurance coverages required by this Agreement, Consultant shall furnish acceptable insurance certificates to the City Clerk at the time Consultant returns the signed Agreement, which shall be Exhibit C. The certificate shall specify all of the parties who are additional insureds, and shall include applicable policy endorsements, and the deduction or retention level. Insuring companies or entities are subject to City acceptance. If requested, complete copies of insurance policies shall be provided to City. Consultant shall be financially responsible for all pertinent deductibles,self-insured retentions,and/or self-insurance. 5.4 CITY OF SPOKANE VALLEY BUSINESS LICENSE Persons / Firms doing business with the City must have a valid City of Spokane Valley business license if they maintain a permanent location within the City; or maintain a permanent location outside the City having an employee who solicits business from the City. ATTACHMENT "A" EQUIPMENT AND PRICING 2020-2021 SNOW SEASON ON-CALL ROAD GRADERS FOR SNOW REMOVAL Name: Signature: Date: ROAD GRADER EQUIPMENT DESCRIPTION MODEL QUANTITY RATE PER HOUR (all equipment rates to include operator labor) YEAR AVAILABLE ANY OTHER CHARGES (if not included in above rates, such as travel timed CERTIFICATE OF LIABILITY INSURANCE DATE(MM/DD/YYYY) A`�0 10/13/2020 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 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: Parker,Smith&Feek,Inc. PHONEo Extl:425 709-3600 FAX 425-709-7460 2233 112th Avenue NE E-MAIL {Alc,No): Bellevue,WA 98004 ADDRESS: INSURER(S)AFFORDING COVERAGE NAIC# INSURER A: Phoenix Insurance Company INSURED INSURER B: Travelers Indemnity Co.of America Wm Winkler Company PO Box 430 INSURER C: Travelers Prop.Casualty Co.of Amer. Newman Lake,WA 99025 INSURER D: INSURER E: INSURER F: COVERAGES CERTIFICATE NUMBER: REVISION NUMBER: THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES.LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. INSR TYPE OF INSURANCE ADDL SUBR POLICY EFF POLICY EXP LIMITS LTR INSR WVD POLICY NUMBER (MM/DD/YYYY) (MM/DD/YYYY) A GENERAL LIABILITY DTCO6F734249PHX20 04/01/2020 04/01/2021 EACH OCCURRENCE $ 1,000,000 DAMAGE TO RENTED 500 000 X COMMERCIAL GENERAL LIABILITY X PREMISES(Ea occurrence) $ CLAIMS-MADE K OCCUR MED EXP(Any one person) $ 10,000 K PD Ded:$1,000 PERSONAL&ADV INJURY $ 1,000,000 GENERAL AGGREGATE $ 2,000,000 GEN'L AGGREGATE LIMIT APPLIES PER: PRODUCTS-COMP/OP AGG $ 2,000,000 POLICY X JE T n LOC B AUTOMOBILE LIABILITY 8108M6091052026G 04/01/2020 04/01/2021 (COM EaaBI EDtSINGLE LIMIT $ 1,000,000 X ANY AUTO BODILY INJURY(Per person) $ ALL OWNED SCHEDULED BODILY INJURY(Per accident) $ AUTOS AUTOS NON-OWNED PROPERTY DAMAGE HIRED AUTOS AUTOS (Per accident) C UMBRELLALIAB X OCCUR CUP3J1291602026 04/01/2020 04/01/2021 EACH OCCURRENCE $ 1,000,000 )[ EXCESS LIAB CLAIMS-MADE X AGGREGATE $ 1,000,000 DED X RETENTION$ 10,000 $ A WORKERS COMPENSATION DTCO6F734249PHX20 WC I ATU- X OT AND EMPLOYERS'LIABILITY Y/N **WA Gap/Employers 04/01/2020 04/01/2021 ER ANY PROPRIETOR/PARTNER/EXECUTIVE StopE.L.EACH ACCIDENT $ 1,000,000 OFFICER/MEMBER EXCLUDED? N/A Liability (Mandatory in NH) E.L.DISEASE-EA EMPLOYEE $ 1,000,000 If yes,describe under 1,000,000 DESCRIPTION OF OPERATIONS below E.L.DISEASE-POLICY LIMIT $ DESCRIPTION OF OPERATIONS/LOCATIONS/VEHICLES (Attach ACORD 101,Additional Remarks Schedule,If more space Is required) 2020-2021 On Call Road Graders for Snow Removal. City of Spokane Valley is an additional insured on the general liability and excess liability policies per the attached endorsements/forms... (See Attached Description) CERTIFICATE HOLDER CANCELLATION SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN City of Spokane Valley ACCORDANCE WITH THE POLICY PROVISIONS. Attn:Lori Latiolais 10210 E.Sprague Avenue AUTHORIZED REPRESENTATIVE Spokane Valley,WA 99206 ©1988-2010 ACORD CORPORATION. All rights reserved. ACORD 25(2010/05) The ACORD name and logo are registered marks of ACORD 1 of 9 (JHN00) COMMERCIAL GENERAL LIABILITY THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. BLANKET ADDITIONAL INSURED - AUTOMATIC STATUS IF REQUIRED BY WRITTEN CONTRACT (CONTRACTORS) This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART The following is added to SECTION II —WHO IS AN (a) The Additional Insured — Owners, Les- INSURED: sees or Contractors — Scheduled Person Any person or organization that: or Organization endorsement CG 20 10 a. You agree in a written contract or agreement to 07 04 or CG 20 10 04 13, the Additional o include as an additional insured on this Coverage — Owners, Lesseesor rse- - and tors — Completed Operations endorse- Part; mentCG20370704orCG20370413, b. Has not been added as an additional insured for or both of such endorsements with either the same project by attachment of an endorse- of those edition dates; or ment under this Coverage Part which includes (b) Either or both of the following: the Addi- such person or organization in the endorsement's tional Insured—Owners, Lessees or Con- schedule; tractors — Scheduled Person Or Organi- is an insured, but: zation endorsement CG 20 10, or the Ad- a. Only with respect to liability for "bodily injury" or ditional Insured — Owners, Lessees or "property damage" that occurs, or for "personal Contractors — Completed Operations en- injury" caused by an offense that is committed, dorsement CG 20 37, without an edition subsequent to the signing of that contract or date of such endorsement specified; agreement and while that part of the contract or the person or organization is an additional in- agreement is in effect; and sured only if the injury or damage is caused, b. Only as described in Paragraph (1), (2) or(3) be- in whole or in part, by acts or omissions of low, whichever applies: you or your subcontractor in the performance (1) If the written contract or agreement specifical- of"your work"to which the written contract or ly requires you to provide additional insured agreement applies; or coverage to that person or organization by (3) If neither Paragraph (1) nor(2) above applies: the use of: (a) The person or organization is an addi- (a) The Additional Insured — Owners, Les- tional insured only if, and to the extent sees or Contractors— (Form B) endorse- that, the injury or damage is caused by ment CG 20 10 11 85; or acts or omissions of you or your subcon- (b) Either or both of the following: the Addi- tractor in the performance of "your work" tional Insured—Owners, Lessees or Con- to which the written contract or agree- tractors — Scheduled Person Or Organi- ment applies; and zation endorsement CG 20 10 10 01, or (b) Such person or organization does not the Additional Insured—Owners, Lessees qualify as an additional insured with re- or Contractors — Completed Operations spect to the independent acts or omis- endorsement CG 20 37 10 01; sions of such person or organization. the person or organization is an additional in- The insurance provided to such additional insured is sured only if the injury or damage arises out subject to the following provisions: of"your work"to which the written contract or a. If the Limits of Insurance of this Coverage Part agreement applies; shown in the Declarations exceed the minimum (2) If the written contract or agreement specifical- limits required by the written contract or agree- ly requires you to provide additional insured ment, the insurance provided to the additional in- coverage to that person or organization by sured will be limited to such minimum required the use of: limits. For the purposes of determining whether CG D6 04 02 19 ©2017 The Travelers Indemnity Company.All rights reserved. Page 1 of 2 COMMERCIAL GENERAL LIABILITY this limitation applies, the minimum limits required result in a claim.To the extent possible, such by the written contract or agreement will be con- notice should include: sidered to include the minimum limits of any Urn- (a) How, when and where the "occurrence" brella or Excess liability coverage required for the or offense took place; additional insured by that written contract or (b) The names and addresses of any injured agreement. This provision will not increase the persons and witnesses; and limits of insurance described in Section III—Limits Of Insurance. (c) The nature and location of any injury or b. The insurance provided to such additional insured damage arising out of the "occurrence" or does not apply to: offense. (1) Any "bodily injury", "property damage" or (2) If a claim is made or "suit" is brought against "personal injury" arising out of the providing, the additional insured: or failure to provide, any professional archi- (a) Immediately record the specifics of the tectural, engineering or surveying services, claim or"suit"and the date received; and including: (b) Notify us as soon as practicable and see (a) The preparing, approving, or failing to to it that we receive written notice of the prepare or approve, maps, shop draw- claim or"suit"as soon as practicable. ings, opinions, reports, surveys, field or- (3) Immediately send us copies of all legal pa- ders or change orders, or the preparing, pers received in connection with the claim or approving, or failing to prepare or ap- "suit", cooperate with us in the investigation prove, drawings and specifications; and or settlement of the claim or defense against (b) Supervisory, inspection, architectural or the"suit", and otherwise comply with all policy engineering activities. conditions. (2) Any "bodily injury" or "property damage" (4) Tender the defense and indemnity of any caused by "your work" and included in the claim or"suit" to any provider of other insur- "products-completed operations hazard" un- ance which would cover such additional in- less the written contract or agreement specifi- sured for a loss we cover. However, this con- cally requires you to provide such coverage dition does not affect whether the insurance for that additional insured during the policy provided to such additional insured is primary period. to other insurance available to such additional c. The additional insured must comply with the fol- insured which covers that person or organiza- lowing duties: tion as a named insured as described in Par- (1) Give us written notice as soon as practicable agraph 4., Other Insurance, of Section IV — of an "occurrence" or an offense which may Commercial General Liability Conditions. Page 2 of 2 ©2017 The Travelers Indemnity Company.All rights reserved. CG D6 04 02 19 COMMERCIAL GENERAL LIABILITY c. Method Of Sharing a. The statements in the Declarations are If all of the other insurance permits contribution accurate and complete; by equal shares, we will follow this method also. b. Those statements are based upon Under this approach each insurer contributes representations you made to us; and equal amounts until it has paid its applicable c. We have issued this policy in reliance upon limit of insurance or none of the loss remains, your representations. whichever comes first. The unintentional omission of, or unintentional error If any of the other insurance does not permit in, any information provided by you which we relied contribution by equal shares, we will contribute upon in issuing this policy will not prejudice your by limits. Under this method, each insurer's rights under this insurance. However, this provision share is based on the ratio of its applicable limit does not affect our right to collect additional of insurance to the total applicable limits of premium or to exercise our rights of cancellation or insurance of all insurers. — nonrenewal in accordance with applicable insurance d. Primary And Non-Contributory Insurance If laws or regulations. Required By Written Contract 7. Separation Of Insureds If you specifically agree in a written contract or Except with respect to the Limits of Insurance, and agreement that the insurance afforded to an any rigtrts or duties specifically assigned in this insured under this Coverage Part must apply on Coverage Part to the first Named Insured, this a primary basis, or a primary and non- insurance applies: contributory basis, this insurance is primary to a. As if each Named Insured were the only other insurance that is available to such insured Named Insured; and which covers such insured as a named insured, and we will not share with that other insurance, b. Separately to each insured against whom darn provided that: is made or"suit" is brought. (1) The "bodily injury' or"property damage" for B. Transfer Of Rights Of Recovery Against Others which coverage is sought occurs; and To Us (2) The "personal and advertising injury' for If the insured has rights to recover all or part of any which coverage is sought is caused by an payment we have made under this Coverage Part, offense that is committed; those rights are transferred to us. The insured must do nothing after loss to impair them. At our request, subsequent to the signing of that contract or the insured will bring "suit" or transfer those rights agreement by you. to us and help us enforce them. 5. Premium Audit 9. When We Do Not Renew a. We will compute all premiums for this Coverage If we decide not to renew this Coverage Part, we will Part in accordance with our rules and rates. mail or deliver to the first Named Insured shown in b. Premium shown in this Coverage Part as the Declarations written notice of the nonrenewal advance premium is a deposit premium only. At not less than 30 days before the expiration date. the close of each audit period we will compute If notice is mailed, proof of mailing will be sufficient the earned premium for that period and send notice to the first Named Insured. The due date proof of notice. for audit and retrospective premiums is the date SECTION V—DEFINITIONS shown as the due date on the bill. If the sum of 1. "Advertisement" means a notice that is broadcast or the advance and audit premiums paid for the published to the general public or specific market policy period is greater than the earned segments about your goods, products or services premium, we will return the excess to the first for the purpose of attracting customers or Named Insured. supporters. For the purposes of this definition: c. The first Named Insured must keep records of a_ Notices that are published include material the information we need for premium placed on the Internet or on similar electronic computation, and send us copies at such times means of communication; and as we may request. b. Regarding websites, only that part of a website 6. Representations that is about your goods, products or services By accepting this policy, you agree: for the purposes of attracting customers or supporters is considered an advertisement. Page 16 of 21 U 2017 The Travelers Indemnity Company.All rights reserved. CG T1 00 02 19 Includes copyrighted material of Insurance Services Office. Inc.with its permission. COMMERCIAL AUTO THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. BLANKET ADDITIONAL INSURED - PRIMARY AND NON-CONTRIBUTORY WITH OTHER INSURANCE This endorsement modifies insurance provided under the following: BUSINESS AUTO COVERAGE FORM PROVISIONS 2. The following is added to Paragraph 8.5., Other 1. The following is added to Paragraph A.1.c., Who Insurance of SECTION IV — BUSINESS AUTO Is _An Insured, of SECTION II — COVERED CONDITIONS: AUTOS LIABILITY COVERAGE: Regardless of the provisions of paragraph a. and This includes any person or organization who you paragraph d. of this part 5.Other Insurance,this are required under a written contract or insurance is primary to and non-contributory with agreement between you and that person or applicable other insurance under which an organization, that is signed by you before the additional insured person or organization is the "bodily injury" or "property damage" occurs and . first named insured when the written contract or that is in effect during the policy period, to name agreement between you and that person or as an additional insured for Covered Autos organization, that is signed by you before the Liability Coverage, but only for damages to which "bodily injury" or "property damage" occurs and this insurance applies and only to the extent of that is in effect during the policy period, requires that person's or organization's liability for the this insurance to be primary and non-contributory. conduct of another"insured". CA T4 74 02 16 O 2016 The Travelers Indemnity Company.All rights reserved. Page 1 of 1 Includes copyrighted material or Insurance Services Office,Inc,with its permission. UMBRELLA 2. We have no duty to defend any insured applicable limit of insurance. If we do not against any"suit": pay part of the judgment for any reason a. Seeking damages to which this insurance other than it is more than the applicable does not apply; or limit of insurance, we will not pay any interest that accrues on that portion of the b. If any other insurer has a duty to defend. judgment. 3. When we have the duty to defend, we may, at With respect to a claim we investigate or our discretion, investigate and settle any claim settle, or "suit" against an insured we defend or "suit". In all other cases, we may, at our under COVERAGE A — EXCESS FOLLOW- discretion, participate in the investigation, FORM LIABILITY, these payments will not defense and settlement of any claim or "suit" reduce the applicable limits of insurance, but for damages to which this insurance may only if the applicable "underlying insurance" apply. If we exercise such right to participate, provides for such payments in addition to its all expenses we incur in doing so will not limits of insurance. With respect to a claim we reduce the applicable limits of insurance. investigate or settle, or "suit" against an 4. Our duty to defend ends when we have used insured we defend under COVERAGE B — up the applicable limit of insurance in the UMBRELLA LIABILITY, these payments will payment of judgments or settlements, or not reduce the applicable limits of insurance. defense expenses if such expenses are within SECTION II—WHO IS AN INSURED the limits of insurance of this policy. A. COVERAGE A — EXCESS FOLLOW-FORM 5. We will pay, with respect to a claim we LIABILITY investigate or settle, or "suit" against an insured we defend: With respect to Coverage A, the following persons a. All expenses we incur. and organizations qualify as insureds: 1. The Named Insured shown in the b. The cost of: Declarations; and (1) Bail bonds required because of 2. Any other person or organization qualifying as accidents or traffic law violations an insured in the "underlying insurance". If arising out of the use of any vehicle to you have agreed to provide insurance for that which this insurance applies; or person or organization in a written contract or (2) Appeal bonds and bonds to release agreement: attachments; a. The limits of insurance afforded to such but only for bond amounts within the person or organization will be: applicable limit of insurance. We do not have to furnish these bonds. (1) The amount by which the minimum limits of insurance you agreed to c. All reasonable expenses incurred by the provide such person or organization insured at our request to assist us in the in that written contract or agreement investigation or defense of such claim or exceed the total limits of insurance of "suit", including actual loss of earnings up all applicable "underlying insurance"; to $1,000 a day because of time off from or work. d. All court costs taxed against the insured (2) The limits of insurance of this policy; in the "suit". However, these payments do whichever is less; and not include attorneys' fees or attorneys' b. Coverage under this policy does not apply expenses taxed against the insured. to such person or organization if the e. Prejudgment interest awarded against the minimum limits of insurance you agreed insured on that part of the judgment we to provide such person or organization in pay. If we make an offer to pay the that written contract or agreement are applicable limit of insurance, we will not wholly within the total limits of insurance pay any prejudgment interest based on of all available applicable "underlying that period of time after the offer. insurance". f. All interest that accrues on the full amount B. COVERAGE B—UMBRELLA LIABILITY of any judgment after entry of the With respect to Coverage B: judgment and before we have paid, offered to pay or deposited in court the 1. The Named Insured shown in the part of the judgment that is within the Declarations is an insured. 2. If you are: Page 4 of 22 !"#$%&$'O&•&'+,-.&/ -01234/ 5(-267*'(13%H-'&+&')&6 EU 00 01 07 16 7 of 9 (JHN00) UMBRELLA b. You have paid all premiums due for this b. To sue us on this insurance unless all of policy at the time you make such request; its terms have been fully complied with. c. You promptly pay the additional premium 2. A person or organization may sue us to we charge for the Extended Reporting recover on an agreed settlement or on a final Period endorsement for this insurance judgment against an insured. We will not be when due. We will determine that liable for damages that: additional premium after we have a. Are not payable under the terms of this received your request for the Extended Reporting Period endorsement for this insurance; or insurance. That additional premium is not b. Are in excess of the applicable limit of subject to any limitation stated in the insurance. "underlying insurance" on the amount or An agreed settlement means a settlement percentage of additional premium that and release of liability signed by us, the may be charged for the "extended insured and the claimant or the claimant's reporting period" in such "underlying legal representative. insurance"; and d. That Extended Reporting Period L. MAINTENANCE OF UNDERLYING INSURANCE endorsement is issued by us and made a 1. The insurance afforded by each policy of part of this policy. "underlying insurance" will be maintained for the full policy period of this Excess Follow- 3. Any Extended Reporting Period endorsement for this insurance will not reinstate or increase Form And Umbrella Liability Insurance. This provision does not apply to the reduction or the Limits of Insurance or extend the policy exhaustion of the aggregate limit or limits of period. such "underlying insurance" solely by 4. Except with respect to any provisions to the payments as permitted in Paragraphs 4.a.(1), contrary contained in Paragraphs 1., 2. or 3. (2) and (3) of COVERAGE A — EXCESS above, all provisions of any option to FOLLOW-FORM LIABILITY of SECTION I — purchase an "extended reporting period" COVERAGES. As such policies expire, you granted to you in the "underlying insurance" will renew them at limits and with coverage at apply to this insurance. least equal to the expiring limits of insurance. J. INSPECTIONS AND SURVEYS If you fail to comply with the above requirements, Coverage A is not invalidated. 1. We have the right but are not obligated to: However, in the event of a loss, we will pay a. Make inspections and surveys at any only to the extent that we would have paid had time; you complied with the above requirements. b. Give you reports on the conditions we 2. The first Named Insured shown in the find; and Declarations must give us written notice of c. Recommend changes. any change in the "underlying insurance" as respects: 2. Any inspections, surveys, reports or recommendations relate only to insurability a. Coverage; and the premiums to be charged. We do not b. Limits of insurance; make safety inspections. We do not c. Termination of any coverage; or undertake to perform the duty of any person or organization to provide for the health or d. Exhaustion of aggregate limits. safety of workers or the public. We do not 3. If you are unable to recover from any warrant that conditions: "underlying insurer" because you fail to a. Are safe or healthful; or comply with any term or condition of the "underlying insurance", Coverage A is not b. Comply with laws, regulations, codes or standards. invalidated. However, we will pay for any loss only to the extent that we would have paid had K. LEGAL ACTION AGAINST US you complied with that term or condition in 1. No person or organization has a right under that"underlying insurance". this insurance: M. OTHER INSURANCE a. To join us as a party or otherwise bring us This insurance is excess over any valid and into a "suit" asking for damages from an collectible "other insurance" whether such "other insured; or insurance" is stated to be primary, contributing, Page 14of22 !"#VAS,$'()&'&'+,-.&/ -C1234/ 5(-267*'cE°/-'&+&')&6 EU 0001 0716 8 of 9 (JHN00) UMBRELLA excess, contingent or otherwise. This provision P. PROHIBITED COVERAGE — UNLICENSED does not apply to a policy bought specifically to INSURANCE • apply as excess of this insurance. 1. With respect to loss sustained by any insured However, if you specifically agree in a written in a country or jurisdiction in which we are not contract or agreement that the insurance provided licensed to provide this insurance, this to any person or organization that qualifies as an insurance does not apply to the extent that insured under this insurance must apply on a insuring such loss would violate the laws or primary basis, or a primary and non-contributory regulations of such country or jurisdiction. basis, then insurance provided under Coverage A 2. We do not assume responsibility for: is subject to the following provisions: 1. This insurance will apply before any "other a. The payment of any fine, fee, penalty or insurance" that is available to such additional other charge that may be imposed on any person or organization in any country or insured which covers that person or organization as a named insured, and we will tjurisdiction because we are not licensed not share with that "other insurance", provided provide insurance in such country or that the injury or damage for which coverage jurisdiction; or is sought is caused by an "event" that takes b. The furnishing of certificates or other place or is committed subsequent to the evidence of insurance in any country or signing of that contract or agreement by you. jurisdiction in which we are not licensed to provide insurance. 2. This insurance is still excess over any valid and collectible "other insurance", whether Q. PROHIBITED COVERAGE — TRADE OR primary, excess, contingent or otherwise, ECONOMIC SANCTIONS which covers that person or organization as We will provide coverage for any loss, or an additional insured or as any other insured otherwise will provide any benefit, only to the that does not qualify as a named insured. extent that providing such coverage or benefit N. PREMIUM does not expose us or any of our affiliated or parent companies to: 1. The first Named Insured shown in the 1. Any trade or economic sanction under any law Declarations is responsible for the payment of or regulation of the United States of America; all premiums and will be the payee for any or return premiums. 2. If the premium is a flat charge, it is not subject 2. Any other applicable trade or economic sanction, prohibition or restriction. to adjustment except as provided in Paragraph 4. below. R. REPRESENTATIONS 3. If the premium is other than a flat charge, it is By accepting this insurance, you agree: an advance premium only. The earned 1. The statements in the Declarations and any premium will be computed at the end of the subsequent notice relating to "underlying policy period, or at the end of each year of the insurance" are accurate and complete; policy period if the policy period is two years 2. Those statements are based upon or longer, at the rate shown in the representations you made to us; and Declarations, subject to the Minimum Premium. 3. We have issued this insurance in reliance upon 4. Additional premium may become payable your representations. when coverage is provided for additional S. SEPARATION OF INSUREDS insureds under the provisions of SECTION II Except with respect to the Limits of Insurance, —WHO IS AN INSURED. and any rights or duties specifically assigned in O. PREMIUM AUDIT this policy to the first Named Insured shown in the Declarations, this insurance applies: The premium for this policy is the amount stated 1. As if each Named Insured were the only in Item 5. of the Declarations. The premium is a Named Insured; and flat charge unless it is specified in the Declarations as adjustable. 2. Separately to each insured against whom claim is made or"suit" is brought. EU 00 01 07 16 !"#$°/&$'()&'81+,-.8✓ -0234/ 5(-267*"033%if-'&+&')&6 Page 15 of 22 9 of 9 (JHN00)