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14-176.00 Taylor Engineering: 2014 Surveying Services AGREEMENT FOR PROFESSIONAL SERVICES Taylor Engineering,Inc. 2014 Surveying Services THIS AGREEMENT is made by and between the City of Spokane Valley,a code City of the State of Washington,hereinafter"City"and Taylor Engineering,Inc.,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 attached Scope of Services. 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. The Scope of Services is attached hereto as Exhibit 1. 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 compensation for its timely provision of all professional services required tocomplete 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. 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 shall complete its work by December 31st, 2014, unless the time for performance is extended in writing by the Agreement for Professional Services Page 1 of 6 Parties. Either Party may terminate this Agreement for material breach after providing the other Party with at least ten days' prior notice and an opportunity to cure the breach. City may,in addition,terminate this Agreement for any reason by ten days'written notice to Consultant. In the event of termination without breach,City shall pay Consultant for all work previously authorized and satisfactorily perforred prior to the termination date. 3.Compensation. City agrees to pay Consultant on a time and material basis in accordance with the attached scope of services and fee schedule,not to exceed$6,250. 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 therefor. 4. Payment. Consultant shall be paid monthly upon presentation of an invoice to City. Applications for payment shall be sent to the CityFinance Department at the below stated address. City reserves the right to withhold payment under this Agreement which is determined in the reasonable judgment of the City Manager or designee to be noncompliantwith the Scope of Services,City standards,City Code,and federal or state standards. 5.Notice. Notices other than applications for paymentshall be given in writing as follows: TO THE CITY: TO THE CONSULTANT: Name: Christine Bainbridge, City Clerk Name:Taylor Engineering, Inc,David Seese Phone: (509)921-1000 Phone: (509)328-3371 Address: 11707 East Sprague Avg Suite 106 Address: 106 West Mission Avenue Spokane Valley, WA 99206 Spokane, WA 99201 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 confirm to all federal, state and local stattes 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 or 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 statues or commission of embezzlement,theft,forgery,bribery,falsification or destruction of records,making false statements, or receiving stolen property; 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 Agreement for Professional Services Page 2 of 6 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 attaclan explanation to this Agreement. 8.Relationship of the Parties. It is understood,agreed and declared 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 employeeswho 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 RCW 42.56 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 ofConsultant's records with respect to all matters covered in this Agreement Such representatives shall be permitted to audit,examine and 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 theAgreement,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 byConsultant, its agents,representatives, employeesor 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. If necessary,the policy shall be endorsed to provide contractual liability coverage. 2.Commercial general liability insurance shall be written on ISO occurrence form CG 00 01 and shall cover liability arising from premises, operations, independent contractors and personal injury and advertising injury. City shall be named as an insured under Consultant's commercial general liability insurance policy with respect to the work performed for the City. 3.Workers'compensation coverage as required by the industrial insurance laws of the State of Washington. Agreement for Professional Services Page 3 of 6 4.Professional liability insurance appropriate to Consultant's profession. B. Minimum Amounts of Insurance Consultant shall maintain the following insurancelimits: 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$1,000,000 each occurrence, $2,000,000 general aggregate. 3. Professional liability insurance shall be written with limits no less than $1,000,000 per claim and$1,000,000 policy aggregate limit. C. Other Insurance Provisions. The insurance policies are to contain,or be endorsed to contain,the following provisions for automobile liability,professional liability and commercial general liability insurance: 1. Consultant's insurance coverage shall be primary insurance with respect to 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 cop}of insurer's cancellation notice within two business days of recept by Consultant 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 The certificate shall specify all of the parties who are additional insureds, and will 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. Consultant shall,at its sole expense,defend,indemnifyand hold 12.Indemnification and Hold Harmless. p harmless City and its officers,agents,and employees,from any and all claims,actions,suits, liability,loss, costs,attorney's fees and 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. Consultant's duty to defend,indemnify and hold harmless City shall not apply to liability for damages arising out of such services caused by or resulting from the sole negligence of City or City's agents or employees. Consultant's duty to defend,indemnify and hold harmless City against liability for damages arising out of such services caused by the concurrent negligence of(a)City or City's agents or employees,and(b)Consultant, Agreement for Professional Services Page 4 of 6 Consultant's agents, subcontractors, subconsultants and employees, shall apply,only to the extent of the , negligence of Consultant, Consultant's agents, subcontractors subconsultants and employees. Consultant's duty to defend,indemnify and hold City harmless shall include,as to all claims,demands,losses and liability to which it applies,City's personnel-related costs,reasonable attorneys'fees,and the reasonable value of any services rendered by the office of the City Attorney,outside consultant costs,court costs,fees for collection, and all other claim-related expenses. Consultant specifically and expressly waives any immunity that may be granted it under the Washington State Industrial Insurance Act,Title 51 RCW. These indemnificationobligations shall not be limited in any way by any limitation on the amount or type of damages,compensation or benefits payable to or for any third party under workers' compensation acts, disability benefit acts, or other employee benefits acts. Provided, that Consultant's waiver of immunity under this provision extends only to claims against Consultant by City,and does not include, or extend to, any claims by Consultant's employes directly against Consultant. Consultant hereby certifies that this indemnification provision was mutually negotiated. 13.Waiver. No officer, employee,agent or other individual acting on behalf of eitheParty has the power, right or authority to waive any of the conditions or provisions of this Agreement. No waiver in one instance shall 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 shall assign, transfer, or delegate any or all of the responsibilities of this Agreement or the benefits received hereunder without first obtaining the 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 thisAgreement without obtainingprior 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 ofWashington 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 the 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 feesand costs of such litigation(including expert witness fees). 19.Entire Agreement. This written Agreement constitutes the entire and complete agreement between the Parties and supersedes any prior oral or written agreements. This Agreement may not be changed,modified or Agreement for Professional Services Page 5 of 6 altered except in writing signed by theParties 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.Business Registration. Prior to commencement of work under this Agreement,Consultant shall register with the City as a business. 22.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 ofthis Agreement. 23. Exhibits. Exhibits attached and incorporated into thisAgreement are: 1. Scope of Services 2. Fee Schedule 3. Insurance Certificates C�s= The Parties have executed this Agreement thiday of 0 cf-o ,20 CITY OF SPOKANE VALLEY Consultant: /or E>iy neer"A J 3 X#i C iff /k 74‘4 /47(11/4- Jackson, City Man er By: Mark Aco/15on �NIarK £,� , '' Q &l.y�4Its: Authorized Representative 1" 11 ATTES APPROVED TO FORM: Christine Bainbridge,City Clerk Office he City ttorney Agreement for Professional Services Page 6 of 6 Existing Conditions Site Plan Hourly,Not to Exceed Cost:$1,750.00 This scope of work is based upon the premise that the property consists of approximately 3-acres and is located on/near Sprague Avenue and that there are existing surveys which have been performed on nearby parcels. This scope of work also assumes that the property is readily accessible and a limited number of structures exist on the property. Given this,we will field-verify all existing pertinent survey monumentation and will field locate existing improvements. We will perform additional survey and plat research and perform analysis to determine the exterior boundary. As required by the Spokane Valley BLA application, an Existing Conditions Site Plan will be prepared. Property Descriptions p v Hourly,Not to Exceed Cost:$600.00 This scope of work assumes that there will be an adjustment of a common line between two parcels. For the boundary line adjustment,the record legal descriptions will be presented("Before"the adjustment)and 2 new descriptions will be prepared ("After"the adjustment). For the portion of property to be conveyed from 1 parcel to the other,a new description will also be prepared.The client shall be responsible for providing the surveyor with sufficient details of how the property is to be adjusted. The client is responsible for preparing the proper instrument(s)of conveyance and recording said document(s)with the County Auditor. Record of Survey/Monumentation Hourly,Not to Exceed Cost:$2,050.00 All corners, angle points and points of curvature will be monumented as prescribed by local and State Code. Any points found to have been previously monumented will be referenced only. Monumentation to consist of setting 5/8" rebar with cap marked by a Professional Land Surveyor. The monumentation will be performed in compliance with the Washington State Survey Recording Act. In compliance with State Code, a Record of Survey will be prepared and recorded with the County Auditor's Office. The following items will be shown on the Record of Survey: • A narrative discussing how the property boundary was determined; • All survey monumentation found that control the boundary along with those monuments set, disclosing the size,type,and markings; • All observable evidence of occupation and encroachments,if any,will be noted(additional improvements on the property will not be shown); • Bearings and dimensions of all property lines; • Old property lines vs. New property lines; • Descriptions of the new parcels; • Total land area of each new parcel per the field survey. Topographic Survey—Field only Hourly,Not to Exceed Cost:$1,250.00 A field survey of the project site will be performed using a combination of robotic total station and GPS survey techniques to obtain necessary ground information and supplemental mapping detail. All apparent aboveground features will be located and shown as well as all existing improvements including utilities with invert information,where available. All elevations will be based upon NAVD88 vertical datum. Extent of topographic survey will include to centerline of Dartmouth Road and southerly flow line in Sprague Avenue. It is the intent of this scope of work to only collect the topographic data. Drafting of the data will be performed under the following scope of work. OPTIONAL:Topographic Survey—Drafting Hourly,Not to Exceed Cost:$600.00 Utilizing the field data collected above,a base map will be prepared to an appropriate scale and will include all field evidence including utility rim and invert elevations,where applicable. Contour interval will be 1-ft. A base map, prepared in AutoCAD 2012 Civil 3D will be provided. No title search is included;there may be record matters(easements, restrictions)affecting the property but not shown without the benefit of a title report. Assumptions/Exclusions: • The BLA application will be prepared and submitted by others. • Any fees associated with the BLA process are not included and will be paid directly by the client. • Any associated recording fees are not included and will be paid directly by client. • Any additional required legal descriptions beyond parcel descriptions are not included and fees associated with that preparation will be charged as an extra cost. DOCUMENTS EXEMPT FROM PUBLIC DISCLOSURE The one page(s) entitled “2014 Fee Schedule for Professional Services” contain(s) confidential cost and rate data and is(are) withheld from public disclosure pursuant to 23 USC 112(2)(E). Prenotification; confidentiality of data. A recipient of funds requesting or using the cost and rate data shall notify any affected firm before such request or use. Such data shall be confidential and shall not be accessible or provided, in whole or in part, to another firm or to any government agency which is not part of the group of agencies sharing cost data under this paragraph, except by written permission of the audited firm. If prohibited by law, such cost and rate data shall not be disclosed under any circumstances. You may petition for a review of our findings pertaining to any redacted or withheld documents pursuant to Spokane Valley Municipal Code (SVMC) 2.75.080; and obtain judicial review pursuant to RCW 42.56.550. Client#:335033 TAYLOENG ACORDTM CERTIFICATE OF LIABILITY INSURANCE DATEpM/DO/YYYY) 9/26/2014 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: Kibble&Prentice,a USI Co PR PHONE 206 441-6300 FAX {AIC,No,Ext): (A/C,No): 610-362-8528 601 Union Street,Suite 1000 E-MAI com.com Seattle,WA 98101 ADDRESS: PI•certre quest k @ P INSURER(S)AFFORDING COVERAGE NAIC# INSURER A:Travelers Indemnity Company 25658 INSURED INSURER B:Certain Underwriters at Lloyds 32727 Taylor Engineering,Inc. Travelers Companyof 25682 106 W Mission Avenue INSURERC: Indemnity Spokane,WA 99201 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. ILTR TYPE OF INSURANCE NW SR VD POLICY NUMBER POLICY EFF POLICY EXP LIMITS (MM/DD/YYYY) (MM/DDIYYYY) A GENERAL LIABILITY 6808258L286 02/24/2014 02/24/2015 EACH OCCURRENCE $1,000,000 PREMISES(Ea RENTED , , X COMMERCIAL GENERAL LIABILITY $1 OOO OOO CLAIMS-MADE X OCCUR MED EXP(Any one person) $10,000 PERSONAL 8 ADV INJURY $1,000,000 GENERAL AGGREGATE $2,000,000 GEN'L AGGREGATE LIMIT APPLIES PER: PRODUCTS-COMP/OP AGG $2,000,000 7 POLICY XPRO- LOC $ JECT c AUTOMOBILE LIABILITY BA8254L171 02/24/2014 02/24/2015 W TIM1)INGLE LIMIT _$1,000,000 X ANY AUTO BODILY INJURY(Per person) $ ALL OWNED SCHEDULED BODILY INJURY(Per accident) $ AUTOS AUTOS X HIRED AUTOS X NON-OWNED PROPERTY DAMAGE _ AUTOS (Per accident) UMBRELLA LIAB OCCUR EACH OCCURRENCE _$ EXCESS LIAB CLAIMS-MADE AGGREGATE $ DED RETENTION$ $ A WORKERS COMPENSATION 6808258L286 02/24/2014 02/24/2015 WC YLIMI- X OTH- AND EMPLOYERS'LIABILITY TORY LIMITS ER ANY PROPRIETOR/PARTNER/EXECUTIVE Y/N (WA Stop Gap) E.L.EACH ACCIDENT $1,000,000 OFFICER/MEMBER EXCLUDED? N N/A (Mandatory in NH) E.L.DISEASE-EA EMPLOYEE $1,000,000 If yes,describe under DESCRIPTION OF OPERATIONS below E.L.DISEASE-POLICY LIMIT $1,000,000 B Professional PGIARK0172802 02/24/2014 02/24/2015 $2,000,000 per claim Liability $2,000,000 annl aggr. DESCRIPTION OF OPERATIONS/LOCATIONS/VEHICLES(Attach ACORD 101,Additional Remarks Schedule,if more space is required) RE:2014 Surveying Services. The General Liability and Automobile Liability policies include an automatic Additional Insured endorsement that provides Additional Insured status to the Certificate Holder only when there is a written contract that requires such status,and only with regard to work performed on behalf of the named insured.The General Liability policy contains a special endorsement with Primary and Noncontributory wording,when (See Attached Descriptions) CERTIFICATE HOLDER CANCELLATION City of Spokane Valley SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN 11707 E Sprague Ave.,Suite 106 ACCORDANCE WITH THE POLICY PROVISIONS. Spokane Valley,WA 99206 AUTHORIZED REPRESENTATIVE 111+04 #31— ©1988-2010 ACORD CORPORATION.All rights reserved. ACORD 25(2010/05) 1 of 2 The ACORD name and logo are registered marks of ACORD #S13372367/M11790036 DXKZP COMMERCIAL GENERAL LIABILITY THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. BLANKET ADDITIONAL INSURED (ARCHITECTS, ENGINEERS AND SURVEYORS) This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART A. The following is added to WHO IS AN INSURED INSURANCE (Section III) for this Coverage (Section II): Part. Any person or organization that you agree in a B. The following is added to Paragraph a. of 4. "contract or agreement requiring insurance" to in- Other Insurance in COMMERCIAL GENERAL dude as an additional insured on this Coverage LIABILITY CONDITIONS(Section IV): Part, but only with respect to liability for"bodily in- However, if you specifically agree in a"contract or jury", "property damage" or "personal injury" agreement requiring insurance"that the insurance caused, in whole or in part, by your acts or omis- provided to an additional insured under this Cov- sions or the acts or omissions of those acting on erage Part must apply on a primary basis, or a your behalf: primary and non-contributory basis,this insurance a. In the performance of your ongoing opera- is primary to other insurance that is available to tions; such additional insured which covers such addi- b. In connection with premises owned by or tional insured as a named insured,and we will not rented to you;or share with the other insurance, provided that: c. In connection with "your work" and included (1) The "bodily injury" or "property damage" for within the "products-completed operations which coverage is sought occurs; and hazard". (2) The "personal injury" for which coverage is Such person or organization does not qualify as sought arises out of an offense committed; an additional insured for "bodily injury", "property after you have entered into that "contract or damage" or "personal injury" for which that per- agreement requiring insurance". But this insur- son or organization has assumed liability in a con- ance still is excess over valid and collectible other tract or agreement. insurance, whether primary, excess, contingent or The insurance provided to such additional insured on any other basis, that is available to the insured is limited as follows: when the insured is an additional insured under d. This insurance does not apply on any basis to any other insurance. any person or organization for which cover- C. The following is added to Paragraph 8. Transfer age as an additional insured specifically is Of Rights Of Recovery Against Others To Us added by another endorsement to this Cover- in COMMERCIAL GENERAL LIABILITY CON- age Part. DITIONS(Section IV): e. This insurance does not apply to the render- We waive any rights of recovery we may have ing of or failure to render any "professional against any person or organization because of services". payments we make for "bodily injury", "property f. The limits of insurance afforded to the addi- damage" or "personal injury" arising out of "your tional insured shall be the limits which you work" performed by you, or on your behalf, under agreed in that "contract or agreement requir- a"contract or agreement requiring insurance"with ing insurance" to provide for that additional that person or organization. We waive these insured, or the limits shown in the Declara- rights only where you have agreed to do so as tions for this Coverage Part, whichever are part of the "contract or agreement requiring insur- less. This endorsement does not increase the ance" with such person or organization entered limits of insurance stated in the LIMITS OF into by you before, and in effect when, the"bodily CG D3 81 09 07 ©2007 The Travelers Companies,Inc. Page 1 of 2 Includes the copyrighted material of Insurance Services Office, Inc.,with its permission COMMERCIAL GENERAL LIABILITY injury" or "property damage" occurs, or the "per- erage Part, provided that the "bodily injury" and sonal injury"offense is committed. "property damage" occurs, and the "personal in- D. The following definition is added to DEFINITIONS jury"is caused by an offense committed: (Section V): a. After you have entered into that contract or "Contract or agreement requiring insurance" agreement; means that part of any contract or agreement un- b. While that part of the contract or agreement is der which you are required to include a person or in effect; and organization as an additional insured on this Cov- c. Before the end of the policy period. • Page 2 of 2 ©2007 The Travelers Companies,Inc. CG D3 81 09 07 Includes the copyrighted material of Insurance Services Office, Inc.,with its permission COMMERCIAL AUTO THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. AUTO COVERAGE PLUS ENDORSEMENT This endorsement modifies insurance provided under the following: BUSINESS AUTO COVERAGE FORM With respect to coverage provided by this endorsement,the provisions of the Coverage Form apply unless modi- fied by the endorsement. GENERAL DESCRIPTION OF COVERAGE—This endorsement broadens coverage. However,coverage for any injury, damage or medical expenses described in any of the provisions of this endorsement may be excluded or limited by another endorsement to the Coverage Part,and these coverage broadening provisions do not apply to the extent that coverage is excluded or limited by such an endorsement.The following listing Is a general cover- age description only. Limitations and exclusions may apply to these coverages. Read all the provisions of this en- dorsement and the rest of your policy carefully to determine rights,duties,and what is and is not covered. A. BLANKET ADDITIONAL INSURED H. AUDIO, VISUAL AND DATA ELECTRONIC B. EMPLOYEE HIRED AUTO EQUIPMENT—INCREASED LIMIT C. EMPLOYEES AS INSURED I. WAIVER OF DEDUCTIBLE—GLASS D. SUPPLEMENTARY PAYMENTS — INCREASED J. PERSONAL EFFECTS LIMITS K. AIRBAGS E. TRAILERS—INCREASED LOAD CAPACITY L. AUTO LOAN LEASE GAP F. HIRED AUTO PHYSICAL DAMAGE M. BLANKET WAIVER OF SUBROGATION G. PHYSICAL DAMAGE — TRANSPORTATION EXPENSES—INCREASED LIMIT A. BLANKET ADDITIONAL INSURED performing duties related to the conduct of The following is added to Paragraph A.1.,Who Is your business. An Insured, of SECTION II — LIABILITY COV- 2. The following replaces Paragraph b. in B.5., ERAGE: Other Insurance, of SECTION IV — BUSI- Any person or organization who is required under NESS AUTO CONDITIONS: a written contract or agreement between you and b. For Hired Auto Physical Damage Cover- that person or organization, that is signed and age, the following are deemed to be cov- executed by you before the 'bodily injury" or ered"autos"you own: "property damage" occurs and that is in effect (1) Anycovered "auto" you lease, hire, during the policy period,to be named as an addi- rent or borrow; and tional insured is an "insured" for Liability Cover- age, but only for damages to which this insurance (2) Any covered"auto" hired or rented by applies and only to the extent that person or or- your "employee" under a contract in ganization qualifies as an "insured" under the that individual "employee's" name, Who Is An Insured provision contained in Section with your permission, while perform- ing duties related to the conduct of B. EMPLOYEE HIRED AUTO your business. However, any"auto"that is leased, hired, 1. The following is added to Paragraph A.1., rented or borrowed with a driver is not a Who Is An Insured, of SECTION II — LI- covered "auto". ABILITY COVERAGE: An "employee" of yours is an "insured" while C. EMPLOYEES AS INSURED operating a covered "auto" hired or rented The following is added to Paragraph A.1.,Who Is under a contract or agreement in that "em- An Insured, of SECTION II — LIABILITY COV- ployee's" name, with your permission, while ERAGE: CA T4 20 07 10 02010 The Travelers Indemnity Company.All rights reserved. Page 1 of 3 Includes copyrighted material of Insurance Services Office.Inc.with its permission COMMERCIAL AUTO Any "employee"of yours is an"insured"while us- (3) If a repair or replacement results in better ing a covered"auto"you don't own,hire or borrow than like kind or quality,we will not pay for the in your business or your personal affairs. amount of betterment. D. SUPPLEMENTARY PAYMENTS —INCREASED (4) A deductible equal to the highest Physical LIMITS Damage deductible applicable to any owned 1. The following replaces Paragraph A.2.a.(2)of covered"auto". SECTION II—LIABILITY COVERAGE: (5) This Coverage Extension does not apply to: (2) Up to $3,000 for cost of bail bonds (in- (a) Any "auto" that is hired, rented or bor- cluding bonds for related traffic law viola- rowed with a driver,or tions) required because of an "accident" (b) Any "auto" that is hired, rented or bor- we cover. We do not have to furnish rowed from your"employee". these bonds. G. PHYSICAL DAMAGE — TRANSPORTATION 2. The following replaces Paragraph A.2.a.(4)of EXPENSES—INCREASED LIMIT SECTION II—LIABILITY COVERAGE: (4) All reasonable expenses incurred by the The following replaces the first sentence in Para- "insured" at our request, including actual graph A.4.a., Transportation Expenses, of SECTION III — PHYSICAL DAMAGE COVER- loss of earnings up to $500 a day be- AGE: cause of time off from work. E. TRAILERS—INCREASED LOAD CAPACITY We will pay up to $50 per day to a maximum of $1,500 for temporary transportation expense in- The following replaces Paragraph C.1. of SEC- curred by you because of the total theft of a coy- TION I—COVERED AUTOS: ered"auto"of the private passenger type. 1. "Trailers" with a load capacity of 3,000 H. AUDIO, VISUAL AND DATA ELECTRONIC pounds or less designed primarily for travel EQUIPMENT—INCREASED LIMIT on public roads. Paragraph C.2.. Limit Of Insurance, of SEC- F. HIRED AUTO PHYSICAL DAMAGE TION III — PHYSICAL DAMAGE COVERAGE is The following is added to Paragraph A.4., Cover- deleted. age Extensions, of SECTION III — PHYSICAL I. WAIVER OF DEDUCTIBLE—GLASS DAMAGE COVERAGE: The following is added to Paragraph 0., Deducti- Hired Auto Physical Damage Coverage We, of SECTION III — PHYSICAL DAMAGE If hired "autos" are covered "autos" for Liability COVERAGE: Coverage but not covered "autos" for Physical No deductible for a covered "auto" will apply to Damage Coverage, and this policy also provides glass damage if the glass is repaired rather than Physical Damage Coverage for an owned "auto", replaced. then the Physical Damage Coverage is extended J. PERSONAL EFFECTS to "autos"that you hire, rent or borrow subject to the following: The following is added to Paragraph A.4., Cover- (1) The most we will pay for "loss" in any one age Extensions, of SECTION III — PHYSICAL DAMAGE COVERAGE: "accident" to a hired, rented or borrowed "auto"is the lesser of: Personal Effects Coverage (a) $50,000; We will pay up to $400 for loss" to wearing ap- (b) The actual cash value of the damaged or parel and other personal effects which are: stolen property as of the time of the (1) Owned by an"insured";and loss";or (2) In or on your covered"auto". (c) The cost of repairing or replacing the This coverage only applies in the event of a total damaged or stolen property with other theft of your covered"auto". property of like kind and quality. No deductibles apply to Personal Effects cover- (2) An adjustment for depreciation and physical age. condition will be made in determining actual cash value in the event of a total loss". Page 2 of 3 02010 The Travelers Indemnity Company.All rights reserved. CA T4 20 07 10 Includes copyrighted material of Insurance Services Office,Inc.with its permission, COMMERCIAL AUTO K. AIRBAGS (2) Any: The following is added to Paragraph B.3., Exclu- (a) Overdue lease or loan payments at the sions, of SECTION III — PHYSICAL DAMAGE time of the"loss"; COVERAGE: (b) Financial penalties imposed under a Exclusion 3.a. does not apply to loss" to one or lease for excessive use, abnormal wear more airbags in a covered"auto"you own that in- and tear or high mileage; flate due to a cause other than a cause of "loss" (c) Security deposits not returned by the les- set forth in Paragraphs A.1.b. and A.1.c., but so. only: a. If that "auto" is a covered "auto"for Compre- (d) Costs for extended warranties,Credit Life hensive Coverage under this policy; Insurance, Health, Accident or Disability Insurance purchased with the loan or b. The airbags are not covered under any war- lease;and ranty;and (e) Carry-over balances from previous loans c. The airbags were not intentionally inflated. or leases. We will pay up to a maximum of$1,000 for any M. BLANKET WAIVER OF SUBROGATION one"loss". The following replaces Paragraph A.5., Transfer L. AUTO LOAN LEASE GAP Of Rights Of Recovery Against Others To Us, The following is added to Paragraph A.4., Cover- of SECTION IV — BUSINESS AUTO CONDI- age Extensions, of SECTION III — PHYSICAL TIONS: DAMAGE COVERAGE: 5. Transfer Of Rights Of Recovery Against Auto Loan Lease Gap Coverage for Private Others To Us Passenger Type Vehicles We waive any right of recovery we may have In the event of a total loss"to a covered "auto"of against any person or organization to the ex- the private passenger type shown in the Schedule tent required of you by a written contract exe- or Declarations for which Physical Damage Cov- cuted prior to any "accident" or "loss", pro- vided that the"accident"or"loss"arises out of due on the lease or loan for such covered "auto" the operations contemplated by such con- less the following: tract.The waiver applies only to the person or (1) The amount paid under the Physical Damage organization designated in such contract. Coverage Section of the policy for that"auto"; and CA T4 20 07 10 02010 The Travelers Indemnity Company.All rights reserved. Page 3 of 3 Includes copyrighted material of Insurance Services Office,Inc.with its permission. 4