HomeMy WebLinkAboutContractAGREEMENT FOR LIABILITY CLAIMS THIRD PARTY
ADMINISTRATIVE SERVICES
THIS AGREEMENT, dated for reference purposes only as January 1, 2024, is by and between the
City of Renton (the “City”), a Washington municipal corporation, andVenbrook Group, LLC (doing
business as Carl Warren & Company) (“Consultant”), a California Limited Liability Corporation.
The City and the Consultant are referred to collectively in this Agreement as the “Parties.” Once
fully executed by the Parties, this Agreement iseffective as of the last date signed by both parties.
1. Scope of Work: Consultant agrees to provide the City with the following services and
work product (referred to hereafter as the “Work”):
܈ Exhibit Attached: See Exhibit A, which is incorporated herein by this reference, for a
full description of the Work. The purpose of the Work is briefly summarized as: third-
party administrative services for liability claims.
܆ Detailed Description of Work: N/A
2. Changes in Scope of Work: The City, without invalidating this Agreement, may order
changes to the Work consisting of additions, deletions or modifications. Any such changes
to the Work shall be ordered by the City in writing and the Compensation shall be
equitably adjusted consistent with the method of compensation agreed to in Section 4.
3. Time of Performance:
A. Schedule for Performance. Consultant shall promptly commence and diligently
complete performance of the Work starting upon execution of this Agreement unless
a separate schedule is agreed to in writing or specified in the Scopeof Work in Section
1 of this Agreement.
B. Deadline for Completion of all Work. All Work shall be completed by no later than
January 1, 2026 unless this date is extended by written amendment to this
Agreement.
4. Compensation:
CAG-23-452
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A. Maximum Amount. Total compensation to Consultant for Work provided pursuant to
this Agreement shall not exceed forty-nine thousand dollars ($49,000), which amount
shall include the rates specfied in Section 4.B and reimburseable costs allowed
pursuant to Section 4.C, but such maximum amount does not include any applicable
state and local sales taxes that Consultant is required by law to collect from the City.
B. Rate of Compensation. Compensation shall be paid for after all Work is actually
performed as follows – applicable box checked:
܈ Rate(s), payment schedules, or amounts specified in Exhibit A, which is attached
and incorporated herein.
܆ Hourly rates described as follows: N/A
܆ Fixed monthly rate described as follows: N/A
܆ Fixed rate for completion of all Work described as follows: N/A
܆ Other: N/A
Consultant agrees that any hourly or flat rate charged by it for its Work shall remain
locked at the negotiated rate(s) unless otherwise agreed to in writing. Except sales
and use taxes required by state law to be collected by Consultant from the City, the
Consultant shall be solely responsible for payment of any taxes imposed as a result of
the performance and payment of this Agreement.
C. Reimbursable Costs. The Rate of Compensation described in Section 4.B is established
to cover all direct and indirect costs for the Consultant to perform the Work, without
separate reimbursement except to the extent expressly agreed to therein. If the Rate
of Compensation expressly contemplates the City paying Consultant reimbursable
costs, Consultant will not incur such costs until after first giving the City’s contract
administrator an opportunity to object to the costs being incurred. Such opportunity
shall be provided by emailing the contract administrator details of the costs to be
incurred with a reasonable opportunity to respond.
D. Method of Payment. On a monthly or no less than quarterly basis during any quarter
in which Work isperformed, the Consultant shall submit a voucher or invoice in a form
approved by the City, including as may be applicable a description of what Work has
been performed, the name of the personnel performing such Work, and any hourly
labor charge rate for such personnel. The Consultant shall also submit a final bill upon
completion of all Work. Payment shall be made by the City for Work performed within
thirty (30) calendar days after receipt and approval by the appropriate City
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representative of the voucher or invoice. If the Consultant’s performance does not
meet the requirements of this Agreement, the Consultant will correct or modify its
performance to comply with the Agreement. The City may withhold payment for work
that does not meet the requirements of this Agreement.
E. Effect of Payment. Payment for any part of the Work shall not constitute a waiver by
the City of any remedies it may have against the Consultant for failure of the
Consultant to perform the Work or for any breach of this Agreement by the
Consultant.
F. Non-Appropriation of Funds. If sufficient funds are not appropriated or allocated for
payment under this Agreement for any future fiscal period, the City shall not be
obligated to make payments for Work or amounts incurred after the end of the
current fiscal period, and this Agreement will terminate upon the completion of all
remaining Work for which funds are allocated. No penalty or expense shall accrue to
the City in the event this provision applies.
5. Notices and Contract Administration: Any notice required under this Agreement (e.g.
notices of termination or insurance cancellation) shall be in writing, delivered by personal
service or certified mail, with return receipt requested, to the Required Notice Contact(s)
identified below. Required notices shall include a copy of the Agreement, the City’s CAG
number assigned to the Agreement, and clearly identify the parties and the date
referenced in the first paragraph of this Agreement.
A copy of the required notice shall also be provided to all email addresses identified for
both parties in this Section, including those listed as required notice contact and contract
project manager. Required notices shall be deemed received upon the date of personal
delivery, the date the USPS confirms delivery, or the date courtesy emailed notice is
acknowledged as received by the required notice email contact address, whichever
occurs first. If a Party first makes reasonable attempts to deliver a required notice by one
of the alternative delivery methods without a successful confirmed delivery, the required
notice will be deemed received three (3) days after it is mailed by regular first-class mail
and emailed to all below-listed email addresses along with the last known email address
used by the receiving party to communicate regarding the contract.
Communication regarding contract administration that does not include a notice required
by this Agreement may be done through the party’s Project Managers using the contact
information provided below.
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CITY OF RENTON
Required Notice Contact:
City Clerk
Attn: Formal Contract Notice
1055 South Grady Way
Renton, WA 98057
Cityclerk@rentonwa.gov
legaladmin@rentonwa.gov
CONSULTANT
Required Notice Contact:
Rich McAbee, Chief Marketing Officer
ϭϳϱE͘ZŝǀĞƌǀŝĞǁƌŝǀĞ͕hŶŝƚ
ŶĂŚĞŝŵ,A ϵϮϴϬϴ
rmcabee@carlwarren.com
Communication regarding contract administration that does not include a required
notice may be done through the party’s Project Managers using the contact information
provided below.
Contract Project Manager: Contract Project Manager:
Krista Kolaz, Risk Manager
kkolaz@rentonwa.gov
425-430-7669
Rich McAbee, Chief Marketing Officer
rmcabee@carlwarren.com
602-723-5610
6. Termination:
A. The City reserves the right to terminate this Agreement at any time, with or without
cause by giving ten(10) calendar days’ notice to the Consultant in writing. In the event
of such termination or suspension, all finished or unfinished documents, data, studies,
worksheets, models and reports, or other material prepared by the Consultant
pursuant to this Agreement shall be submitted to the City, if any are required as part
of the Work.
B. In the event this Agreement is terminated by the City prior to completion of all Work,
the Consultant shall be entitled to payment for all Work performed in accordance
with this Agreement, less all payments previously made. If the Agreement is
terminated by the City after partial performance of Work for which the agreed
compensation is a fixed fee, the City shall pay the Consultant an equitable share of
the fixed fee. This provision shall not prevent the City from seeking any legal remedies
it may have for the violation or nonperformance of any of the provisions of this
Agreement. Amounts owing to the City by Consultant pursuant to the terms of this
Agreement shall be deducted from the final payment due the Consultant. No payment
shall be made by the City for any expenses incurred or work done following the
effective date of termination unless authorized in writing by the City.
7. Right To Use Work Product:Consultant will perform all Work identified in this Agreement
in a professional and workmanlike manner and in accordance with all reasonable and
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professional standards and laws for the type of work provided in Washington state.
Compliance with professional standards includes, as applicable, performing the Work in
compliance with applicable City standards or guidelines (e.g. design criteria and Standard
Plans for Road, Bridge and Municipal Construction). Professional engineers shall certify
engineering plans, specifications, plats, and reports, as applicable, pursuant to RCW
18.43.070. All final work product created for and delivered to the City pursuant to this
Agreement shall be the original work of the Consultant and free from any intellectual
property encumbrance which would restrict the City from using the work product.
Consultant grants to the City a non-exclusive, perpetual right and license to use,
reproduce, distribute, adapt, modify, and display all final work product produced
pursuant to this Agreement. The City’s or other’s adaptation, modification or use of the
final work products other than for the purposes of this Agreement shall be without
liability to the Consultant. The provisions of this section shall survive the expiration or
termination of this Agreement.
8. Record Maintenance: The Consultant shall maintain accounts and records, which
properly reflect all direct and indirect costs expended and Work provided in the
performance of this Agreement and retain such records for as long as may be required by
applicable Washington State records retention laws, but in any event no less than six (6)
years after the termination of this Agreement. The Consultant agrees to provide access
to and copies of any records related to this Agreement as required by the City to audit
expenditures and charges and/or to comply with the Washington State Public Records Act
(Chapter 42.56 RCW). The provisions of this section shall survive the expiration or
termination of this Agreement.
9. Public Records Compliance: To the full extent the City determines necessary to comply
with the Washington State Public Records Act, Consultant shall make a due diligent search
of all records in its possession or control relating to this Agreement and the Work,
including, but not limited to, e-mail, correspondence, notes, saved telephone messages,
recordings, photos, or drawings and provide them to the City for production. In the event
Consultant believes said records need to be protected from disclosure, it may, at
Consultant’s own expense, seek judicial protection. Consultant shall indemnify, defend,
and hold harmless the City for all costs, including attorneys’ fees, attendant to any claim
or litigation related to a Public Records Act request for which Consultant has responsive
records and for which Consultant has withheld records or information contained therein,
or not provided them to the City in a timely manner. Consultant shall produce for
distribution any and all records responsive to the Public Records Act request in a timely
manner, unless those records are protected by court order. The provisions of this section
shall survive the expiration or termination of this Agreement.
10. Independent Contractor Relationship:
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A. The Consultant is retained by the Cityonly for the purposes and to the extent set forth
in this Agreement. The nature of the relationship between the Consultant and the City
during the period of the Work shall be that of an independent contractor, not
employee. The Consultant, not the City, shall have the power to control and direct the
details, manner or means of Work. Specifically, but not by means of limitation, the
Consultant shall have no obligation to work any particular hours or particular
schedule, unless otherwise indicated in the Scope of Work or where scheduling of
attendance or performance is mutually arranged due to the nature of the Work.
Consultant shall retain the right to designate the means of performing the Work
covered by this agreement, and the Consultant shall be entitled to employ other
workers at such compensation and such other conditions as it may deem proper,
provided, however, that any contract so made by the Consultant is to be paid by it
alone, and that employing such workers, it is acting individually and not as an agent
for the City.
B. The City shall not be responsible for withholding or otherwise deducting federal
income tax or Social Security or contributing to the State Industrial Insurance
Program, providing insurance benefits, provide training, tools, or materials, or
otherwise assuming the duties of an employer with respect to Consultant or any
employee of the Consultant.
C. If the Consultant is a sole proprietorship or if this Agreement is with an individual, the
Consultant agrees to notify the City and completeany required form if the Consultant
retired under a State of Washington retirement system and agrees to indemnify any
losses the City may sustain through the Consultant’s failure to do so.
D. In the event special training, licensing, or certification is required for Consultant to
provide Work he/she will acquire or maintain such at his/her own expense and, if
Consultant employs, sub-contracts, or otherwise assigns the responsibility to perform
the Work, said employee/sub-contractor/assignee will acquire and or maintain such
training, licensing, or certification.
E. This is a non-exclusive agreement and Consultant is free to provide services to other
entities, so long as there is no interruption or interference with the provision of Work
called for in this Agreement.
11. Hold Harmless: The Consultant agrees to release, indemnify, defend, and hold harmless
the City, elected officials, employees, officers, representatives, and volunteers from any
and all claims, demands, actions, suits, causes of action, arbitrations, mediations,
proceedings, judgments, awards, injuries, damages, liabilities, taxes, losses, fines, fees,
penalties, expenses, attorney’s or attorneys’ fees, costs, and/or litigation expenses to or
by any and all persons or entities, arising from, resulting from, or related to the negligent
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acts, errors or omissions of the Consultant in its performance of this Agreement or a
breach of this Agreement by Consultant, except for that portion of the claims caused by
the City’s sole negligence.
Should a court of competent jurisdiction determine that this agreement is subject to RCW
4.24.115, (Validity of agreement to indemnify against liability for negligence relative to
construction, alteration, improvement, etc., of structure or improvement attached to real
estate…) 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, Consultant’s
liability shall be only to the extent of Consultant’s negligence.
It is further specifically and expressly understood that the indemnification provided in
this Agreement constitute Consultant’s waiver of immunity under the Industrial
Insurance Act, RCW Title 51, solely for the purposes of this indemnification. The Parties
have mutually negotiated and agreed to this waiver. The provisions of this section shall
survive the expiration or termination of this Agreement.
12. Gifts and Conflicts: The City’s Code of Ethics and Washington State law prohibit City
employees from soliciting, accepting, or receiving any gift, gratuity or favor from any
person, firm or corporation involved in a contract or transaction. To ensure compliance
with the City’s Code of Ethics and state law, the Consultant shall not give a gift of any kind
to City employees or officials. Consultant also confirms that Consultant does not have a
business interest or a close family relationship with any City officer or employee who was,
is, or will be involved in selecting the Consultant, negotiating or administering this
Agreement, or evaluating the Consultant’s performance of the Work.
13. City of Renton Business License: Unless exempted by the Renton Municipal Code,
Consultant shall obtain a City of Renton Business License prior to performing any Work
and maintain the business license in good standing throughout the term of this
agreement with the City.
Information regarding acquiring a city business license can be found at:
https://www.rentonwa.gov/Tax
Information regarding State business licensing requirements can be found at:
https://dor.wa.gov/doing-business/register-my-business
14. Insurance: Consultant shall secure and maintain:
A. Commercial general liability insurance in the minimum amounts of $1,000,000 for
each occurrence/$2,000,000 aggregate for the Term of this Agreement.
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B. In the event that Work delivered pursuant to this Agreement either directly or
indirectly involve or require Professional Services, Professional Liability, Errors and
Omissions coverage shall be provided with minimum limits of $1,000,000 per
occurrence. "Professional Services", for the purpose of this section, shall mean any
Work provided by a licensed professional or Work that requires a professional
standard of care.
C. Workers’ compensation coverage, as required by the Industrial Insurance laws of the
State of Washington, shall also be secured.
D. Commercial Automobile Liability for owned, leased, hired or non-owned, leased, hired
or non-owned, with minimum limits of $1,000,000 per occurrence combined single
limit, if there will be any use of Consultant’s vehicles on the City’s Premises by or on
behalf of the City, beyond normal commutes.
E. Consultant shall name the City as an Additional Insured on its commercial general
liability policy on a non-contributory primary basis. The City’s insurance policies shall
not be a source for payment of any Consultant liability, nor shall the maintenance of
any insurance required by this Agreement be construed to limit the liability of
Consultant to the coverage provided by such insurance or otherwise limit the City’s
recourse to any remedy available at law or in equity.
F. Subject to the City’s review and acceptance, a certificate of insurance showing the
proper endorsements, shall be delivered to the City before performing the Work.
G. Consultant shall provide the City with written notice of any policy cancellation, within
two (2) business days of their receipt of such notice.
15. Delays: Consultant is not responsible for delays caused by factors beyond the
Consultant’s reasonable control. When such delays beyond the Consultant’s reasonable
controloccur, the City agrees the Consultant is not responsible for damages, nor shall the
Consultant be deemed to be in default of the Agreement.
16. Assignment: Neither the City nor the Consultant shall assign, transfer or encumber any
rights, duties or interests accruing from this Agreement without a signed amendment to
this Agreement.
17. Merger, Acquisition, or Name Change:If Consultant is merged with, acquired by
another entity, or has a name change, such party shall provide written notice to the City
within 20 days of the effective date of such merger, acquisition, or name change. The
surviving or acquiring entity shall assume all rights and obligations of such party under
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this Agreement, unless otherwise agreed by the Parties in a signed amendment to this
Agreement. The new or renamed entity will promptly sign an amendment upon request
by the City to document its assumption of all obligations under this Agreement.
18. Discrimination Prohibited: Except to the extent permitted by a bona fide occupational
qualification, the Consultant agrees as follows:
A. Consultant, and Consultant’s agents, employees, representatives, and volunteers
with regard to the Work performed or to be performed under this Agreement, shall
not discriminate on the basis of race, color, sex, religion, nationality, creed, marital
status, sexual orientation or preference, age (except minimum age and retirement
provisions), honorably discharged veteran or military status, or the presence of any
sensory, mental or physical handicap, unless based upon a bona fide occupational
qualification in relationship to hiring and employment, in employment or application
for employment, the administration of the delivery of Work or any other benefits
under this Agreement, or procurement of materials or supplies.
B. The Consultant will take affirmative stepsto ensure that applicants are employed and
that employees are treated during employment without regard to their race, creed,
color, national origin, sex, age, sexual orientation, physical, sensory or mental
handicaps, or marital status. Such action shall include, but not be limited to the
following employment, upgrading, demotion or transfer, recruitment or recruitment
advertising, layoff or termination, rates of pay or other forms of compensation and
selection for training.
C. If the Consultant fails to comply with any of this Agreement’s non-discrimination
provisions, the City shall have the right, at its option, to cancel the Agreement in
whole or in part.
D. The Consultant is responsible to be aware of and in compliance with all federal, state
and local laws and regulations that may affect the satisfactory completion of the
project, which includes but is not limited to fair labor laws, worker's compensation,
and Title VI of the Federal Civil Rights Act of 1964, and will comply with City of Renton
Council Resolution No. 4085.
19. Other Provisions:
A. Approval Authority. Each individual executing this Agreement on behalf of the City
and Consultant represents and warrants that such individuals are duly authorized to
execute and deliver this Agreement on behalf of the City or Consultant.
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B. Certification Regarding Federal Debarment and Suspension Status.Consultant affirms
that neither it nor its principals nor its subcontractors and their principals: (1) are
presently debarred, suspended, proposed for debarment, declared ineligible, or
voluntarily excluded from the award of contracts by any federal department or
agency; (2) have within a 3-year period preceding any partially or wholly federally
funded contract 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) contract or subcontract;
been in violation of federal or state antitrust statutes, or been convicted of
embezzlement, theft, forgery, bribery, falsification or destruction of records, making
false statements, or receiving stolen property; or otherwise criminally or civilly
charged by a governmental entity (federal, state, or local) with commission of any of
the offenses enumerated in (2) above; and, (3) have within a 3-year period preceding
an award of any partially or wholly federally funded contract, had one or more
contracts terminated for cause or default by any federal or state agency. Consultant
further promises that if it or its principals in the future are debarred or suspended
from eligibility of award by the federal government that it shall within 3 days notify
the City of such change in status.
C. Amendment and Modification. This Agreement may be amended only by an
instrument in writing, duly executed by both Parties.
D. Conflicts. In the event of any inconsistencies between Consultant proposals and this
Agreement, the terms of this Agreement shall prevail. Any exhibits/attachments to
this Agreement are incorporated by reference only to the extent of the purpose for
which they are referenced within this Agreement. To the extent a Consultant
prepared exhibit conflicts with the terms in the body of this Agreement or contains
terms that are extraneous to the purpose for which it is referenced, the terms in the
body of this Agreement shall prevail and the extraneous terms shall not be
incorporated herein.
E. Governing Law. This Agreement shall be made in and shall be governed by and
interpreted in accordance with the laws of the State of Washington and the City of
Renton. Consultant and all of the Consultant’s employees shall perform the Work in
accordance with all applicable federal, state, county and city laws, codes and
ordinances.
F. Joint Drafting Effort. This Agreement shall be considered for all purposes as prepared
by the joint efforts of the Parties and shall not be construed against one party or the
other as a result of the preparation, substitution, submission or other event of
negotiation, drafting or execution.
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G. Jurisdiction and Venue. Any lawsuit or legal action brought by any party to enforce or
interpret this Agreement or any of its terms or covenants shall be brought in the King
County Superior Court for the State of Washington at the Maleng Regional Justice
Center in Kent, King County, Washington, or its replacement or successor. Consultant
hereby expressly consents to the personal and exclusive jurisdiction and venue of
such court even if Consultant is a foreign corporation not registered with the State of
Washington.
H. Severability. A court of competent jurisdiction’s determination that any provision or
part of this Agreement is illegal or unenforceable shall not cancel or invalidate the
remainder of this Agreement, which shall remain in full force and effect.
I. Sole and Entire Agreement. This Agreement contains the entire agreement of the
Parties and any representations or understandings, whether oral or written, not
incorporated are excluded.
J. Time is of the Essence. Time is of the essence of this Agreement and each and all of
its provisions in which performance is a factor. Adherence to completion dates set
forth in the description of the Work is essential to the Consultant’s performance of
this Agreement.
K. Third-Party Beneficiaries. Nothing in this Agreement is intended to, nor shall be
construed to give any rights or benefits in the Agreement to anyone other than the
Parties, and all duties and responsibilities undertaken pursuant to this Agreement will
be for the sole and exclusive benefit of the Parties and no one else.
L. Binding Effect. The Parties each bind themselves, their partners, successors, assigns,
and legal representatives to the other party to this Agreement, and to the partners,
successors, assigns, and legal representatives of such other party with respect to all
covenants of the Agreement.
M. Waivers. All waivers shall be in writing and signed by the waiving party. Either party’s
failure to enforce any provision of this Agreement shall not be a waiver and shall not
prevent either the City or Consultant from enforcing that provision or any other
provision of this Agreement in the future. Waiver of breach of any provision of this
Agreement shall not be deemed to be a waiver of any prior or subsequent breach
unless it is expressly waived in writing.
N. Counterparts. The Parties may execute this Agreement in any number of
counterparts, each of which shall constitute an original, and all of which will together
constitute this one Agreement.
Approved by Alex Tuttle via 12/21/2023 email
Carl Warren & Company
Third Party Administrative Services Price Proposal for
City of Renton
Confidential & Proprietary Page | 2
Composite Time & Expense January 1, 2023-2024 January 1, 2024-2025
Service Rate $67.50 per hour $70 per hour
Incident Only/Record Only $50 per report $50 per report
Telephone Included Included
Copy Work Included Included
Stenographs Included Included
Postage Included Included
Office Expense Included Included
Claims Set-Up Fee Included Included
Data Processing Included Included
Index Bureau (ISO Claims Search and OFAC) $20 per submission $20 per submission
MMSEA Filing Fee (liability claims) $5 per submission $5 per submission
Miscellaneous/Allocated Loss Adjustment
Expenses
(i.e. police reports, medical records, etc.)
At Cost At Cost
Field Work Services
Mileage IRS rate IRS rate
Photographs Included Included
Duplicate Photographs Included Included
Ancillary Services
Subrogation 21% of net recovery 21% of net recovery
Outside Investigations At Cost At Cost
Appraisals At Cost At Cost
Surveillance/Fraud Unit At Cost At Cost
Annual Administration Services
Data Management
Account Management
Annual Stewardship
Quarterly Claims Review $5,450 annually $5,675 annually
Risk Management Information System Services
RMIS Training/Technical Support
Data Conversion(s)
3 Users RMIS Access
Standard Monthly Loss Runs
Report Programming
Carrier TPA Oversight (Data Extract, Feeds,
Audits, Compliance & Reporting)
Included
Included
Additional Users $250/user per year $250/user per year
Custom Report Development $250 per hour $250 per hour
Exit IT Services $250 per hour $250 per hour
Banking/Trust Account Services
Trust Account Maintenance Included Included
Check Issuance and Reconciliations Included Included
1099 Reporting, including IRS File Included Included
Exhibit A