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16-171.00 Parametrix: On Call Inspection & Drafting Svcs Local Agency A&E Professional Services Negotiated Hourly Rate Consultant Agreement Agreement Number: 16-171 Firm/Organization Legal Name(do not use dba's): Parametrix Address Federal Aid Number 106 W. Mission Avenue, Spokane, WA 99201 UBI Number Federal TIN or SSN Number 600 135 3490 - REDACTED Execution Date Completion Date December 31, 2018 1099 Form Required Federal Participation Q Yes ® No ® Yes ❑9ir No Project Title On-Call AutoCAD Drafting/Design Services Description of Work On-Call AutoCAD Drafting/Design Services for the City of Spokane Valley Public Works Department. Services shall be provided on an hourly basis. This document contains confidential tax information and has been redacted pursuant to RCW 82.32.330. 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. Yes No DBE Participation Maximum Amount Payable: $80,000 Yes El No MBE Participation Yes ® No WBE Participation Q Yes ® No SBE Participation Index of Exhibits Exhibit A Scope of Work Exhibit B DBE Participation Exhibit C Preparation and Delivery of Electronic Engineering and Other Data Exhibit D Prime Consultant Cost Computations Exhibit E Sub-consultant Cost Computations Exhibit F Title VI Assurances Exhibit G Certification Documents Exhibit II Liability Insurancc Incrcasc Exhibit I Alleged Consultant Design Error Procedures Exhibit J Consultant Claim Procedures Agreement Number: 16-171 Local Agency A&E Professional Services Negotiated Hourly Rate Consultant Agreement'-: Page 1 of 14 Revised 4/10/2015 THIS AGREEMENT,made and entered into as shown in the"Execution Date"box on page one(1) of this AGREEMENT,between the City of Spokane Valley hereinafter called the"AGENCY," and the"Firm/Organization Name"referenced on page one (1)of this AGREEMENT,hereinafter called the"CONSULTANT." WHEREAS,the AGENCY desires to accomplish the work referenced in"Description of Work"on page one (1) of this AGREEMENT and hereafter called the"SERVICES;" and does not have sufficient staff to meet the required commitment and therefore deems it advisable and desirable to engage the assistance of a CONSULTANT to provide the necessary SERVICES; and WHEREAS,the CONSULTANT represents that they comply with the Washington State Statutes relating to professional registration, if applicable, and has signified a willingness to furnish consulting services to the AGENCY. NOW,THEREFORE, in consideration of the terms, conditions, covenants, and performance contained herein, or attached and incorporated and made a part hereof,the parties hereto agree as follows: I. General Description of Work The work under this AGREEMENT shall consist of the above-described SERVICES as herein defined, and necessary to accomplish the completed work for this project. The CONSULTANT shall furnish all services, labor, and related equipment and, if applicable, sub-consultants and subcontractors necessary to conduct and complete the SERVICES as designated elsewhere in this AGREEMENT. II. General Scope of Work The Scope of Work and projected level of effort required for these SERVICES is described in Exhibit"A"attached hereto and by this reference made a part of this AGREEMENT. The General Scope of Work was developed utilizing performance based contracting methodologies. III. General Requirements All aspects of coordination of the work of this AGREEMENT with outside agencies, groups, or individuals shall receive advance approval by the AGENCY. Necessary contacts and meetings with agencies, groups, and/or individuals shall be coordinated through the AGENCY. The CONSULTANT shall attend coordination,progress, and presentation meetings with the AGENCY and/or such State,Federal, Community, City, or County officials, groups or individuals as may be requested by the AGENCY. The AGENCY will provide the CONSULTANT sufficient notice prior to meetings requiring CONSULTANT participation. The minimum required hours or days' notice shall be agreed to between the AGENCY and the CONSULTANT and shown in Exhibit"A." The CONSULTANT shall prepare a monthly progress report, in a form approved by the AGENCY,which will outline in written and graphical form the various phases and the order of performance of the SERVICES in sufficient detail so that the progress of the SERVICES can easily be evaluated. The CONSULTANT, any sub-consultants, and the AGENCY shall comply with all Federal, State, and local laws, rules,codes,regulations, and all AGENCY policies and directives, applicable to the work to be performed under this AGREEMENT. This AGREEMENT shall be interpreted and construed in accordance with the laws of the State of Washington. Agreement Number: 16-171 Local Agency A&E Professional Services Negotiated Hourly Rate Consultant Agreement Page 2 of 14 Revised 4/10/2015 Participation for Disadvantaged Business Enterprises(DBE) or Small Business Enterprises (SBE), if required, per 49 CFR Part 26, shall be shown on the heading of this AGREEMENT. If DBE firms are utilized at the commencement of this AGREEMENT,the amounts authorized to each firm and their certification number will be shown on Exhibit"B"attached hereto and by this reference made part of this AGREEMENT. If the Prime CONSULTANT is a DBE certified firm they must comply with the Commercial Useful Function(CUF)regulation outlined in the AGENCY's "DBE Program Participation Plan" and perform a minimum of 30%of the total amount of this AGREEMENT. It is recommended,but not required,that non-DBE Prime CONSULTANTS perform a minimum of 30%of the total amount of this AGREEMENT. The CONSULTANT, on a monthly basis, is required to submit DBE Participation of the amounts paid to all DBE firms invoiced for this AGREEMENT. All Reports,PS&E materials, and other data furnished to the CONSULTANT by the AGENCY shall be returned. All electronic files,prepared by the CONSULTANT,must meet the requirements as outlined in Exhibit"C— Preparation and Delivery of Electronic Engineering and other Data." All designs, drawings, specifications, documents, and other work products, including all electronic files,prepared by the CONSULTANT prior to completion or termination of this AGREEMENT are instruments of service for these SERVICES, and are the property of the AGENCY. Reuse by the AGENCY or by others, acting through or on behalf of the AGENCY of any such instruments of service,not occurring as a part of this SERVICE, shall be without liability or legal exposure to the CONSULTANT. Any and all notices or requests required under this AGREEMENT shall be made in writing and sent to the other party by(i)certified mail, return receipt requested, or(ii)by email or facsimile,to the address set forth below: If to AGENCY: If to CONSULTANT: Name: Erica Amsden Name: Mark Aronson Agency: City of Spokane Valley Agency: Parametrix Address: 11707 E. Sprague Ave., Ste. 106 Address: 106 W.Mission Ave. City: Spokane Valley State: WA Zip: 99206 City: Spokane State: WA Zip: 99201 Email: eamsden@spokanevalley.org Email: maronson@parametrix.com Phone: 509-720-5012 Phone: 509-328-3371 Facsimile: 509-688-0261 Facsimile: 1-855-542-6353 IV. Time for Beginning and Completion The CONSULTANT shall not begin any work under the terms of this AGREEMENT until authorized in writing by the AGENCY. All work under this AGREEMENT shall conform to the criteria agreed upon detailed in the AGREEMENT documents. These SERVICES must be completed by the date shown in the heading of this AGREEMENT titled"Completion Date." The established completion time shall not be extended because of any delays attributable to the CONSULTANT, but may be extended by the AGENCY in the event of a delay attributable to the AGENCY, or because of unavoidable delays caused by an act of GOD, governmental actions,or other conditions beyond the control of the CONSULTANT. A prior supplemental AGREEMENT issued by the AGENCY is required to extend the established completion time. Agreement Number: 16-171 Local Agency A&E Professional Services Negotiated Hourly Rate Consultant Agreement Page 3 of 14 Revised 4/10/2015 V. Payment Provisions The CONSULTANT shall be paid by the AGENCY for completed SERVICES rendered under this AGREEMENT as provided hereinafter. Such payment shall be full compensation for SERVICES performed or SERVICES rendered and for all labor,materials, supplies, equipment, and incidentals necessary to complete SERVICES. The CONSULTANT shall conform to all applicable portions of 48 CFR Part 31 (www.ecfr.gov). A. Hourly Rates:Hourly rates are comprised of the following elements -Direct(Raw)Labor, Indirect Cost Rate, and Fixed Fee (Profit). The CONSULTANT shall be paid by the AGENCY for work done, based upon the negotiated hourly rates shown in Exhibits "D"and"E"attached hereto and by reference made part of this AGREEMENT. These negotiated hourly rates will be accepted based on a review of the CONSULTANT's direct labor rates and indirect cost rate computations and agreed upon fixed fee. The accepted negotiated rates shall be memorialized in a final written acknowledgement between the parties. Such final written acknowledgement shall be incorporated into, and become a part of,this AGREEMENT. The initially accepted negotiated rates shall be applicable from the approval date, as memorialized in a final written acknowledgement, to 180 days following the CONSULTANT's fiscal year end(FYE)date. The direct(raw) labor rates and classifications, as shown on Exhibits "D"and"E" shall be subject to renegotiations for each subsequent twelve (12)month period(180 days following FYE date to 180 days following FYE date)upon written request of the CONSULTANT or the AGENCY. The written request must be made to the other party within ninety (90) days following the CONSULTANT's FYE date. If no such written request is made,the current direct(raw) labor rates and classifications as shown on Exhibits"D"and "E", will remain in effect for the twelve (12)month period. Conversely, if a timely request is made in the manner set forth above,the parties will commence negotiations to determine the new direct(raw) labor rates and classifications that will be applicable for the twelve (12) month period. Any agreed to renegotiated rates shall be memorialized in a final written acknowledgement between the parties. Such final written acknowledgement shall be incorporated into, and become a part of, this AGREEMENT. If requested, the CONSULTANT shall provide current payroll register and classifications to aid in negotiations. If the parties cannot reach an agreement on the direct(raw) labor rates and classifications, the AGENCY shall perform an audit of the CONSULTANT's books and records to determine the CONSULTANT's actual costs. The audit findings will establish the direct(raw) labor rates and classifications that will be applicable for the twelve (12)month period. The fixed fee as identified in Exhibits "D" and"E" shall represent a value to be applied throughout the life of the AGREEMENT. The CONSULTANT shall submit annually to the AGENCY an updated indirect cost rate within 180 days of the close of its fiscal year. An approved updated indirect cost rate shall be included in the current fiscal year rates under this AGREEMENT, even if/when other components of the hourly rate are not renegotiated. These rates will be applicable for the twelve (12)month period. At the AGENCY's option, a provisional and/or conditional indirect cost rate may be negotiated. This provisional or conditional indirect rate shall remain in effect until the updated indirect cost rate is completed and approved. Indirect cost rate costs incurred during the provisional or conditional period will not be adjusted. The CONSULTANT may request an extension of the last approved indirect cost rate for the twelve (12)month period. These requests for provisional indirect cost rate and/or extension will be considered on a case-by-case basis, and if granted,will be memorialized in a final written acknowledgement. The CONSULTANT shall maintain and have accessible support data for verification of the components of the hourly rates, i.e., direct(raw) labor, indirect cost rate, and fixed fee(profit)percentage. The CONSULTANT shall bill each employee's actual classification, and actual salary plus indirect cost rate plus fixed fee. Agreement Number: 16-171 Local Agency A&E Professional Services Negotiated Hourly Rate Consultant Agreement Page 4 of 14 Revised 4/10/2015 B. Direct Non-Salary Costs: Direct Non-Salary Costs will be reimbursed at the actual cost to the CONSULTANT. These charges may include, but are not limited to,the following items: travel,printing, long distance telephone, supplies,computer charges and fees of sub-consultants. Air or train travel will be reimbursed only to lowest price available, unless otherwise approved by the AGENCY. The CONSULTANT shall comply with the rules and regulations regarding travel costs (excluding air,train, and rental car costs) in accordance with the WSDOT's Accounting Manual M 13-82, Chapter 10—Travel Rules and Procedures, and all revisions thereto. Air,train and rental card costs shall be reimbursed in accordance with 48 Code of Federal Regulations(CFR) Part 31.205-46 "Travel Costs."The billing for Direct Non-salary Costs shall include an itemized listing of the charges directly identifiable with these SERVICES. The CONSULTANT shall maintain the original supporting documents in their office. Copies of the original supporting documents shall be supplied to the STATE upon request. All above charges must be necessary for the SERVICES provided under this AGREEMENT. C. Maximum Amount Payable: The Maximum Amount Payable by the AGENCY to the CONSULTANT under this AGREEMENT shall not exceed the amount shown in the heading of this AGREEMENT on page one (1.) The Maximum Amount Payable does not include payment for extra work as stipulated in section XIII, "Extra Work."No minimum amount payable is guaranteed under this AGREEMENT. D. Monthly Progress Payments:Progress payments may be claimed on a monthly basis for all costs authorized in A and B above. The monthly billings shall be supported by detailed statements for hours expended at the rates established in Exhibit"D," including names and classifications of all employees, and billings for all direct non- salary expenses. To provide a means of verifying the billed salary costs for the CONSULTANT's employees, the AGENCY may conduct employee interviews. These interviews may consist of recording the names,titles, salary rates,and present duties of those employees performing work on the SERVICES at the time of the interview. E. Final Payment: Final Payment of any balance due the CONSULTANT of the gross amount earned will be made promptly upon its verification by the AGENCY after the completion of the SERVICES under this AGREEMENT, contingent upon receipt of all PS&E,plans, maps,notes,reports, electronic data, and other related documents which are required to be furnished under this AGREEMENT. Acceptance of such Final Payment by the CONSULTANT shall constitute a release of all claims for payment,which the CONSULTANT may have against the AGENCY unless such claims are specifically reserved in writing and transmitted to the AGENCY by the CONSULTANT prior to its acceptance. Said Final Payment shall not,however,be a bar to any claims that the AGENCY may have against the CONSULTANT or to any remedies the AGENCY may pursue with respect to such claims. The payment of any billing will not constitute agreement as to the appropriateness of any item and at the time of final audit all required adjustments will be made and reflected in a final payment. In the event that such final audit reveals an overpayment to the CONSULTANT,the CONSULTANT will refund such overpayment to the AGENCY within thirty (30) calendar days of notice of the overpayment. Such refund shall not constitute a waiver by the CONSULTANT for any claims relating to the validity of a finding by the AGENCY of overpayment. Per WSDOT's "Audit Guide for Consultants," Chapter 23 "Resolution Procedures,"the CONSULTANT has twenty(20)working days after receipt of the final Post Audit to begin the appeal process to the AGENCY for audit findings. F. Inspection of Cost Records: The CONSULTANT and their sub-consultants shall keep available for inspection by representatives of the AGENCY and the United States, for a period of six(6)years after receipt of final payment,the cost records and accounts pertaining to this AGREEMENT and all items related to or bearing upon these records with the following exception: if any litigation, claim or audit arising out of, in connection with, or related to this AGREEMENT is initiated before the expiration of the six(6)year period,the cost records and accounts shall be retained until such litigation, claim, or audit involving the records is completed. An interim or post audit may be performed on this AGREEMENT. The audit, if any, will be performed by the State Auditor,WSDOT's Internal Audit Office and/or at the request of the AGENCY's Project Manager. Agreement Number: 16-171 Local Agency A&E Professional Services Negotiated Hourly Rate Consultant Agreement Page 5 of 14 Revised 4/10/2015 VI. Sub-Contracting The AGENCY permits subcontracts for those items of SERVICES as shown in Exhibit"A" attached hereto and by this reference made part of this AGREEMENT. The CONSULTANT shall not subcontract for the performance of any SERVICE under this AGREEMENT without prior written permission of the AGENCY. No permission for subcontracting shall create, between the AGENCY and sub-consultant, any contract or any other relationship. Compensation for this sub-consultant SERVICES shall be based on the cost factors shown on Exhibit"E"attached hereto and by this reference made part of this AGREEMENT. The SERVICES of the sub-consultant shall not exceed its maximum amount payable identified in each sub- consultant cost estimate unless a prior written approval has been issued by the AGENCY. All reimbursable direct labor, indirect cost rate,direct non-salary costs and fixed fee costs for the sub-consultant shall be negotiated and substantiated in accordance with section V"Payment Provisions"herein and shall be memorialized in a final written acknowledgement between the parties. All subcontracts shall contain all applicable provisions of this AGREEMENT, and the CONSULTANT shall require each sub-consultant or subcontractor, of any tier,to abide by the terms and conditions of this AGREEMENT. With respect to sub-consultant payment, the CONSULTANT shall comply with all applicable sections of the STATE's Prompt Payment laws as set forth in RCW 39.04.250 and RCW 39.76.011. The CONSULTANT, sub-recipient, or sub-consultant shall not discriminate on the basis of race,color,national origin, or sex in the performance of this AGREEMENT. The CONSULTANT shall carry out applicable requirements of 49 CFR Part 26 in the award and administration of DOT-assisted contracts. Failure by the CONSULTANT to carry out these requirements is a material breach of this AGREEMENT, which may result in the termination of this AGREEMENT or such other remedy as the recipient deems appropriate. VII. Employment and Organizational Conflict of Interest The CONSULTANT warrants that they have not employed or retained any company or person, other than a bona fide employee working solely for the CONSULTANT,to solicit or secure this contract, and that it has not paid or agreed to pay any company or person, other than a bona fide employee working solely for the CONSULTANT,any fee, commission,percentage, brokerage fee, gift,or any other consideration, contingent upon or resulting from the award or making of this contract. For breach or violation of this warrant,the AGENCY shall have the right to annul this AGREEMENT without liability or, in its discretion,to deduct from this AGREEMENT price or consideration or otherwise recover the full amount of such fee, commission,percentage, brokerage fee, gift,or contingent fee. Any and all employees of the CONSULTANT or other persons while engaged in the performance of any work or services required of the CONSULTANT under this AGREEMENT, shall be considered employees of the CONSULTANT only and not of the AGENCY, and any and all claims that may arise under any Workmen's Compensation Act on behalf of said employees or other persons while so engaged, and any and all claims made by a third party as a consequence of any act or omission on the part of the CONSULTANT's employees or other persons while so engaged on any of the work or services provided to be rendered herein, shall be the sole obligation and responsibility of the CONSULTANT. The CONSULTANT shall not engage,on a full-or part-time basis, or other basis, during the period of this AGREEMENT, any professional or technical personnel who are, or have been, at any time during the period of this AGREEMENT, in the employ of the United States Department of Transportation or the AGENCY, except regularly retired employees,without written consent of the public employer of such person if he/she will be working on this AGREEMENT for the CONSULTANT. Agreement Number: 16-171 Local Agency A&E Professional Services Negotiated Hourly Rate Consultant Agreement Page 6 of 14 Revised 4/10/2015 VIII. Nondiscrimination During the performance of this AGREEMENT,the CONSULTANT, for itself, its assignees, sub-consultants, subcontractors and successors in interest, agrees to comply with the following laws and regulations: • Title VI of the Civil Rights Act of 1964 • Civil Rights Restoration Act of 1987 (42 U.S.C. Chapter 21 Subchapter V §2000d (Public Law 100-259) through 2000d-4a) • American with Disabilities Act of 1990 • Federal-aid Highway Act of 1973 (42 U.S.C. Chapter 126 § 12101 et. seq.) (23 U.S.C. Chapter 3 § 324) • 23 CFR Part 200 • Rehabilitation Act of 1973 • 49 CFR Part 21 (29 U.S.C. Chapter 16 Subchapter V § 794) • 49 CFR Part 26 • Age Discrimination Act of 1975 • RCW 49.60.180 (42 U.S.C. Chapter 76 § 6101 et. seq.) In relation to Title VI of the Civil Rights Act of 1964,the CONSULTANT is bound by the provisions of Exhibit"F" attached hereto and by this reference made part of this AGREEMENT, and shall include the attached Exhibit"F"in every sub-contract, including procurement of materials and leases of equipment,unless exempt by the Regulations or directives issued pursuant thereto. IX. Termination of Agreement The right is reserved by the AGENCY to terminate this AGREEMENT at any time with or without cause upon ten (10) days written notice to the CONSULTANT. In the event this AGREEMENT is terminated by the AGENCY, other than for default on the part of the CONSULTANT, a final payment shall be made to the CONSULTANT for actual hours charged at the time of termination of this AGREEMENT,plus any direct non-salary costs incurred up to the time of termination of this AGREEMENT. No payment shall be made for any SERVICES completed after ten(10)days following receipt by the CONSULTANT of the notice to terminate. If the accumulated payment made to the CONSULTANT prior to Notice of Termination exceeds the total amount that would be due when computed as set forth in paragraph two (2)of this section,then no final payment shall be due and the CONSULTANT shall immediately reimburse the AGENCY for any excess paid. If the services of the CONSULTANT are terminated by the AGENCY for default on the part of the CONSULTANT, the above formula for payment shall not apply. In the event of a termination for default,the amount to be paid to the CONSULTANT shall be determined by the AGENCY with consideration given to the actual costs incurred by the CONSULTANT in performing SERVICES to the date of termination,the amount of SERVICES originally required which was satisfactorily completed to date of termination,whether that SERVICE is in a form or a type which is usable to the AGENCY at the time of termination,the cost to the AGENCY of employing another firm to complete the SERVICES required and the time which may be required to do so,and other factors which affect the value to the AGENCY of the SERVICES performed at the time of termination. Under no circumstances shall payment made under this subsection exceed the amount,which would have been made using the formula set forth in paragraph two (2)of this section. If it is determined for any reason that the CONSULTANT was not in default or that the CONSULTANT's failure to perform is without the CONSULTANT's or its employee's fault or negligence, the termination shall be deemed to be a termination for the convenience of the AGENCY. In such an event,the CONSULTANT would be reimbursed for actual costs in accordance with the termination for other than default clauses listed previously. Agreement Number: 16-171 Local Agency A&E Professional Services Negotiated Hourly Rate Consultant Agreement Page 7 of 14 Revised 4/10/2015 The CONSULTANT shall, within 15 days, notify the AGENCY in writing, in the event of the death of any member, partner, or officer of the CONSULTANT or the death or change of any of the CONSULTANT's supervisory and/or other key personnel assigned to the project or disaffiliation of any principally involved CONSULTANT employee. The CONSULTANT shall also notify the AGENCY, in writing, in the event of the sale or transfer of 50%or more of the beneficial ownership of the CONSULTANT within 15 days of such sale or transfer occurring. The CONSULTANT shall continue to be obligated to complete the SERVICES under the terms of this AGREEMENT unless the AGENCY chooses to terminate this AGREEMENT for convenience or chooses to renegotiate any term(s) of this AGREEMENT. If termination for convenience occurs, final payment will be made to the CONSULTANT as set forth in the second and third paragraphs of this section. Payment for any part of the SERVICES by the AGENCY shall not constitute a waiver by the AGENCY of any remedies of any type it may have against the CONSULTANT for any breach of this AGREEMENT by the CONSULTANT, or for failure of the CONSULTANT to perform SERVICES required of it by the AGENCY. Forbearance of any rights under the AGREEMENT will not constitute waiver of entitlement to exercise those rights with respect to any future act or omission by the CONSULTANT. X. Changes of Work The CONSULTANT shall make such changes and revisions in the completed work of this AGREEMENT as necessary to correct errors appearing therein,without additional compensation thereof. Should the AGENCY find it desirable for its own purposes to have previously satisfactorily completed SERVICES or parts thereof changed or revised, the CONSULTANT shall make such revisions as directed by the AGENCY. This work shall be considered as Extra Work and will be paid for as herein provided under section XIII "Extra Work." XI. Disputes Any disputed issue not resolved pursuant to the terms of this AGREEMENT shall be submitted in writing within 10 days to the Director of Public Works or AGENCY Engineer, whose decision in the matter shall be final and binding on the parties of this AGREEMENT;provided however,that if an action is brought challenging the Director of Public Works or AGENCY Engineer's decision,that decision shall be subject to judicial review. If the parties to this AGREEMENT mutually agree, disputes concerning alleged design errors will be conducted under the procedures found in Exhibit"J". In the event that either party deem it necessary to institute legal action or proceeding to enforce any right or obligation under this AGREEMENT,this action shall be initiated in the Superior Court of the State of Washington, situated in the county in which the AGENCY is located. The parties hereto agree that all questions shall be resolved by application of Washington law and that the parties have the right of appeal from such decisions of the Superior Court in accordance with the laws of the State of Washington. The CONSULTANT hereby consents to the personal jurisdiction of the Superior Court of the State of Washington, situated in the county in which the AGENCY is located. XII. Legal Relations The CONSULTANT, any sub-consultants, and the AGENCY shall comply with all Federal, State,and local laws, rules, codes,regulations and all AGENCY policies and directives, applicable to the work to be performed under this AGREEMENT. This AGREEMENT shall be interpreted and construed in accordance with the laws of the State of Washington. The CONSULTANT shall defend, indemnify, and hold the State of Washington (STATE) and the AGENCY and their officers and employees harmless from all claims, demands, or suits at law or equity arising in whole or in part from the negligence of, or the breach of any obligation under this AGREEMENT by,the CONSULTANT or the CONSULTANT's agents, employees, sub consultants, subcontractors or vendors, of any tier, or any other persons for whom the CONSULTANT may be legally liable;provided that nothing herein shall require a CONSULTANT Agreement Number: 16-171 Local Agency A&E Professional Services Negotiated Hourly Rate Consultant Agreement Page 8 of 14 Revised 4/10/2015 to defend or indemnify the STATE and the AGENCY and their officers and employees against and hold harmless the STATE and the AGENCY and their officers and employees from claims, demands or suits based solely upon the negligence of,or breach of any obligation under this AGREEMENT by the STATE and the AGENCY,their agents, officers, employees, sub-consultants, subcontractors or vendors, of any tier, or any other persons for whom the STATE and/or the AGENCY may be legally liable; and provided further that if the claims or suits are caused by or result from the concurrent negligence of(a)the CONSULTANT or the CONSULTANT's agents, employees, sub-consultants, subcontractors or vendors, of any tier, or any other persons for whom the CONSULTANT is legally liable, and(b)the STATE and/or AGENCY,their agents, officers, employees, sub-consultants, subcontractors and or vendors, of any tier,or any other persons for whom the STATE and/or AGENCY may be legally liable,the defense and indemnity obligation shall be valid and enforceable only to the extent of the CONSULTANT's negligence or the negligence of the CONSULTANT's agents, employees, sub-consultants, subcontractors or vendors,of any tier, or any other persons for whom the CONSULTANT may be legally liable. This provision shall be included in any AGREEMENT between CONSULTANT and any sub-consultant, subcontractor and vendor, of any tier. The CONSULTANT shall also defend, indemnify, and hold the STATE and the AGENCY and their officers and employees harmless from all claims, demands, or suits at law or equity arising in whole or in part from the alleged patent or copyright infringement or other allegedly improper appropriation or use of trade secrets,patents, proprietary information, know-how, copyright rights or inventions by the CONSULTANT or the CONSULTANT's agents, employees, sub-consultants, subcontractors or vendors, of any tier, or any other persons for whom the CONSULTANT may be legally liable, in performance of the Work under this AGREEMENT or arising out of any use in connection with the AGREEMENT of methods,processes, designs, information or other items furnished or communicated to STATE and/or the AGENCY,their agents, officers and employees pursuant to the AGREEMENT; provided that this indemnity shall not apply to any alleged patent or copyright infringement or other allegedly improper appropriation or use of trade secrets,patents,proprietary information, know-how, copyright rights or inventions resulting from STATE and/or AGENCY's,their agents', officers'and employees'failure to comply with specific written instructions regarding use provided to STATE and/or AGENCY, their agents,officers and employees by the CONSULTANT, its agents, employees, sub-consultants, subcontractors or vendors,of any tier, or any other persons for whom the CONSULTANT may be legally liable. The CONSULTANT's relation to the AGENCY shall be at all times as an independent contractor. Notwithstanding any determination by the Executive Ethics Board or other tribunal,the AGENCY may, in its sole discretion,by written notice to the CONSULTANT terminate this AGREEMENT if it is found after due notice and examination by the AGENCY that there is a violation of the Ethics in Public Service Act, Chapter 42.52 RCW; or any similar statute involving the CONSULTANT in the procurement of, or performance under,this AGREEMENT. The CONSULTANT specifically assumes potential liability for actions brought by the CONSULTANT's own employees or its agents against the STATE and/or the AGENCY and, solely for the purpose of this indemnification and defense,the CONSULTANT specifically waives any immunity under the state industrial insurance law,Title 51 RCW. This waiver has been mutually negotiated by the Parties. Unless otherwise specified in this AGREEMENT,the AGENCY shall be responsible for administration of construction contracts,if any, on the project. Subject to the processing of a new sole source, or an acceptable supplemental AGREEMENT,the CONSULTANT shall provide On-Call assistance to the AGENCY during contract administration. By providing such assistance,the CONSULTANT shall assume no responsibility for: proper construction techniques,job site safety, or any construction contractor's failure to perform its work in accordance with the contract documents. The CONSULTANT shall obtain and keep in force during the terms of this AGREEMENT,or as otherwise required, the following insurance with companies or through sources approved by the State Insurance Commissioner pursuant to Title 48 RCW. Agreement Number: 16-171 Local AgencyA&E Professional Services Negotiated Hourly Rate Consultant Agreement Page 9 of 14 Revised 4/10/2015 Insurance Coverage A. Worker's compensation and employer's liability insurance as required by the STATE. B. Commercial general liability insurance written under ISO Form CG 00 01 12 04 or its equivalent with minimum limits of one million dollars ($1,000,000.00)per occurrence and two million dollars ($2,000,000.00) in the aggregate for each policy period. C. Business auto liability insurance written under ISO Form CG 00 01 10 01 or equivalent providing coverage for any "Auto" (Symbol 1)used in an amount not less than a one million dollar($1,000,000.00) combined single limit for each occurrence. Excepting the Worker's Compensation Insurance and any Professional Liability Insurance, the STATE and AGENCY,their officers,employees, and agents will be named on all policies of CONSULTANT and any sub- consultant and/or subcontractor as an additional insured(the "AIs"), with no restrictions or limitations concerning products and completed operations coverage. This coverage shall be primary coverage and non-contributory and any coverage maintained by the AIs shall be excess over, and shall not contribute with,the additional insured coverage required hereunder. The CONSULTANT's and the sub-consultant's and/or subcontractor's insurer shall waive any and all rights of subrogation against the AIs. The CONSULTANT shall furnish the AGENCY with verification of insurance and endorsements required by this AGREEMENT. The AGENCY reserves the right to require complete, certified copies of all required insurance policies at any time. All insurance shall be obtained from an insurance company authorized to do business in the State of Washington. The CONSULTANT shall submit a verification of insurance as outlined above within fourteen(14) days of the execution of this AGREEMENT to: Name: Erica Amsden Agency: City of Spokane Valley Address: 11707 E. Sprague Ave., Ste. 106 City: Spokane Valley State: WA Zip: 99206 Email: eamsden@spokanevalley.org Phone: 509-720-5012 Facsimile: 509-688-0261 No cancellation of the foregoing policies shall be effective without thirty (30) days prior notice to the AGENCY. The CONSULTANT's professional liability to the AGENCY, including that which may arise in reference to section IX"Termination of Agreement" of this AGREEMENT, shall be limited to the accumulative amount of the authorized AGREEMENT or one million dollars ($1,000,000.00),whichever is greater, unless the limit of liability is increased by the AGENCY pursuant to Exhibit H. In no case shall the CONSULTANT's professional liability to third parties be limited in any way. The parties enter into this AGREEMENT for the sole benefit of the parties, and to the exclusion of any third party, and no third party beneficiary is intended or created by the execution of this AGREEMENT. The AGENCY will pay no progress payments under section V"Payment Provisions"until the CONSULTANT has fully complied with this section. This remedy is not exclusive; and the AGENCY may take such other action as is available to it under other provisions of this AGREEMENT, or otherwise in law. Agreement Number: 16-171 Local Agency A&E Professional Services Negotiated Hourly Rate Consultant Agreement Page 10 of 14 Revised 4/10/2015 XIII. Extra Work A. The AGENCY may at any time,by written order,make changes within the general scope of this AGREEMENT in the SERVICES to be performed. B. If any such change causes an increase or decrease in the estimated cost of, or the time required for,performance of any part of the SERVICES under this AGREEMENT,whether or not changed by the order,or otherwise affects any other terms and conditions of this AGREEMENT,the AGENCY shall make an equitable adjustment in the: (1)maximum amount payable; (2)delivery or completion schedule, or both; and(3)other affected terms and shall modify this AGREEMENT accordingly. C. The CONSULTANT must submit any"request for equitable adjustment,"hereafter referred to as"CLAIM," under this clause within thirty(30) days from the date of receipt of the written order. However, if the AGENCY decides that the facts justify it,the AGENCY may receive and act upon a CLAIM submitted before final payment of this AGREEMENT. D. Failure to agree to any adjustment shall be a dispute under the section XI "Disputes"clause. However,nothing in this clause shall excuse the CONSULTANT from proceeding with the AGREEMENT as changed. E. Notwithstanding the terms and conditions of paragraphs(A.)and(B.)above,the maximum amount payable for this AGREEMENT, shall not be increased or considered to be increased except by specific written supplement to this AGREEMENT. XIV. Endorsement of Plans If applicable,the CONSULTANT shall place their endorsement on all plans,estimates, or any other engineering data furnished by them. XV. Federal Review The Federal Highway Administration shall have the right to participate in the review or examination of the SERVICES in progress. XVI. Certification of the Consultant and the Agency Attached hereto as Exhibit"G-1(a and b)" are the Certifications of the CONSULTANT and the AGENCY,Exhibit "G-2" Certification Regarding Debarment, Suspension and Other Responsibility Matters-Primary Covered Transactions, Exhibit"G-3" Certification Regarding the Restrictions of the Use of Federal Funds for Lobbying and Exhibit"G-4" Certificate of Current Cost or Pricing Data. Exhibit"G-3" is required only in AGREEMENT's over one hundred thousand dollars ($100,000.00)and Exhibit"G-4" is required only in AGREEMENT's over five hundred thousand dollars ($500,000.00.)These Exhibits must be executed by the CONSULTANT, and submitted with the master AGREEMENT, and returned to the AGENCY at the address listed in section III"General Requirements"prior to its performance of any SERVICES under this AGREEMENT. XVII. Complete Agreement This document and referenced attachments contain all covenants, stipulations, and provisions agreed upon by the parties. No agent, or representative of either party has authority to make, and the parties shall not be bound by or be liable for,any statement,representation,promise or agreement not set forth herein. No changes, amendments,or modifications of the terms hereof shall be valid unless reduced to writing and signed by the parties as a supplement to this AGREEMENT. Agreement Number: 16-171 Local Agency A&E Professional Services Negotiated Hourly Rate Consultant Agreement Page 11 of 14 Revised 4/10/2015 XVIII. Execution and Acceptance c eptance This AGREEMENT may be simultaneously executed in several counterparts, each of which shall be deemed to be an original having identical legal effect. The CONSULTANT does hereby ratify and adopt all statements, representations,warranties, covenants, and AGREEMENT's contained in the proposal,and the supporting material submitted by the CONSULTANT, and does hereby accept this AGREEMENT and agrees to all of the terms and conditions thereof. XIX. Protection of Confidential Information The CONSULTANT acknowledges that some of the material and information that may come into its possession or knowledge in connection with this AGREEMENT or its performance may consist of information that is exempt from disclosure to the public or other unauthorized persons under either chapter 42.56 RCW or other local, state or federal statutes ("State's Confidential Information"). The"State's Confidential Information" includes, but is not limited to, names, addresses, Social Security numbers, e-mail addresses,telephone numbers,financial profiles, credit card information, driver's license numbers,medical data, law enforcement records (or any other information identifiable to an individual), STATE and AGENCY source code or object code, STATE and AGENCY security data,non-public Specifications, STATE and AGENCY non-publicly available data,proprietary software, STATE and AGENCY security data, or information which may jeopardize any part of the project that relates to any of these types of information. The CONSULTANT agrees to hold the State's Confidential Information in strictest confidence and not to make use of the State's Confidential Information for any purpose other than the performance of this AGREEMENT,to release it only to authorized employees, sub-consultants or subcontractors requiring such information for the purposes of carrying out this AGREEMENT, and not to release, divulge,publish,transfer, sell, disclose, or otherwise make it known to any other party without the AGENCY's express written consent or as provided by law. The CONSULTANT agrees to release such information or material only to employees, sub-consultants or subcontractors who have signed a nondisclosure AGREEMENT,the terms of which have been previously approved by the AGENCY. The CONSULTANT agrees to implement physical, electronic, and managerial safeguards to prevent unauthorized access to the State's Confidential Information. Immediately upon expiration or termination of this AGREEMENT,the CONSULTANT shall, at the AGENCY's option: (i) certify to the AGENCY that the CONSULTANT has destroyed all of the State's Confidential Information; or(ii)returned all of the State's Confidential Information to the AGENCY; or(iii)take whatever other steps the AGENCY requires of the CONSULTANT to protect the State's Confidential Information. As required under Executive Order 00-03,the CONSULTANT shall maintain a log documenting the following: the State's Confidential Information received in the performance of this AGREEMENT;the purpose(s)for which the State's Confidential Information was received; who received, maintained and used the State's Confidential Information; and the final disposition of the State's Confidential Information. The CONSULTANT's records shall be subject to inspection, review, or audit upon reasonable notice from the AGENCY. The AGENCY reserves the right to monitor, audit, or investigate the use of the State's Confidential Information collected,used,or acquired by the CONSULTANT through this AGREEMENT. The monitoring,auditing, or investigating may include,but is not limited to, salting databases. Violation of this section by the CONSULTANT or its sub-consultants or subcontractors may result in termination of this AGREEMENT and demand for return of all State's Confidential Information, monetary damages,or penalties. It is understood and acknowledged that the CONSULTANT may provide the AGENCY with information which is proprietary and/or confidential during the term of this AGREEMENT. The parties agree to maintain the confidentiality of such information during the term of this AGREEMENT and afterwards. All materials containing such proprietary and/or confidential information shall be clearly identified and marked as "Confidential" and shall be returned to the disclosing party at the conclusion of the SERVICES under this AGREEMENT. Agreement Number: 16-171 Local Agency A&E Professional Services Negotiated Hourly Rate Consultant Agreement Page 12 of 14 Revised 4/10/2015 The CONSULTANT shall provide the AGENCY with a list of all information and materials it considers confidential and/or proprietary in nature: (a) at the commencement of the term of this AGREEMENT; or(b)as soon as such confidential or proprietary material is developed. "Proprietary and/or confidential information" is not meant to include any information which, at the time of its disclosure: (i) is already known to the other party; (ii) is rightfully disclosed to one of the parties by a third party that is not acting as an agent or representative for the other party; (iii)is independently developed by or for the other party; (iv) is publicly known; or(v) is generally utilized by unaffiliated third parties engaged in the same business or businesses as the CONSULTANT. The parties also acknowledge that the AGENCY is subject to Washington State and federal public disclosure laws. As such,the AGENCY shall maintain the confidentiality of all such information marked proprietary and/ or confidential or otherwise exempt,unless such disclosure is required under applicable state or federal law. If a public disclosure request is made to view materials identified as"Proprietary and/or confidential information" or otherwise exempt information,the AGENCY will notify the CONSULTANT of the request and of the date that such records will be released to the requester unless the CONSULTANT obtains a court order from a court of competent jurisdiction enjoining that disclosure. If the CONSULTANT fails to obtain the court order enjoining disclosure,the AGENCY will release the requested information on the date specified. The CONSULTANT agrees to notify the sub-consultant of any AGENCY communication regarding disclosure that may include a sub-consultant's proprietary and/or confidential information. The CONSULTANT notification to the sub-consultant will include the date that such records will be released by the AGENCY to the requester and state that unless the sub-consultant obtains a court order from a court of competent jurisdiction enjoining that disclosure the AGENCY will release the requested information. If the CONSULTANT and/or sub-consultant fail to obtain a court order or other judicial relief enjoining the AGENCY by the release date,the CONSULTANT shall waive and release and shall hold harmless and indemnify the AGENCY from all claims of actual or alleged damages, liabilities, or costs associated with the AGENCY's said disclosure of sub-consultants' information. XX. Records Maintenance During the progress of the Work and SERVICES provided hereunder and for a period of not less than six (6)years from the date of final payment to the CONSULTANT,the CONSULTANT shall keep,retain and maintain all "documents"pertaining to the SERVICES provided pursuant to this AGREEMENT. Copies of all "documents" pertaining to the SERVICES provided hereunder shall be made available for review at the CONSULTANT's place of business during normal working hours. If any litigation, claim or audit is commenced,the CONSULTANT shall cooperate with AGENCY and assist in the production of all such documents. "Documents" shall be retained until all litigation,claims or audit findings have been resolved even though such litigation, claim or audit continues past the six(6)year retention period. For purposes of this AGREEMENT, "documents"means every writing or record of every type and description, including electronically stored information ("ESI"),that is in the possession, control, or custody of the CONSULTANT, including,without limitation, any and all correspondences, contracts,AGREEMENTs, appraisals, plans, designs,data, surveys,maps, spreadsheets,memoranda, stenographic or handwritten notes,reports,records, telegrams, schedules, diaries, notebooks, logbooks, invoices, accounting records,work sheets, charts, notes, drafts, scribblings, recordings, visual displays,photographs,minutes of meetings,tabulations,computations,summaries, inventories, and writings regarding conferences, conversations or telephone conversations, and any and all other taped, recorded,written,printed or typed matters of any kind or description; every copy of the foregoing whether or not the original is in the possession, custody, or control of the CONSULTANT,and every copy of any of the foregoing,whether or not such copy is a copy identical to an original, or whether or not such copy contains any commentary or notation whatsoever that does not appear on the original. Agreement Number: 16-171 Local Agency A&E Professional Services Negotiated Hourly Rate Consultant Agreement Page 13 of 14 Revised 4/10/2015 For purposes of this AGREEMENT, "ESP"means any and all computer data or electronic recorded media of any kind, including"Native Files",that are stored in any medium from which it can be retrieved and examined, either directly or after translation into a reasonably useable form. ESI may include information and/or documentation stored in various software programs such as: Email, Outlook,Word,Excel,Access, Publisher,PowerPoint,Adobe Acrobat, SQL databases,or any other software or electronic communication programs or databases that the CONSULTANT may use in the performance of its operations. ESI may be located on network servers,backup tapes, smart phones,thumb drives, CDs,DVDs,floppy disks,work computers, cell phones, laptops or any other electronic device that CONSULTANT uses in the performance of its Work or SERVICES hereunder, including any personal devices used by the CONSULTANT or any sub-consultant at home. "Native files"are a subset of ESI and refer to the electronic format of the application in which such ESI is normally created,viewed, and/or modified. The CONSULTANT shall include this section XX"Records Maintenance" in every subcontract it enters into in relation to this AGREEMENT and bind the sub-consultant to its terms,unless expressly agreed to otherwise in writing by the AGENCY prior to the execution of such subcontract. In witness whereof,the parties hereto have executed this AGREEMENT as of the day and year shown in the "Execution Date"box on page one (1)of this AGREEMENT. 11 41111111 // //‘ Signature Date CiBtat& LV2q/l Signature Date Any mod cation, change, or reformation of this AGREEMENT shall require approval as to form by the Office of the Attorney General. Agreement Number: 16-171 Local AgencyA&E Professional Services Negotiated Hourly Rate Consultant Agreement Page 14 of 14 Revised 4/10/2015 Exhibit A Scope of Work Project No. 16-171 Scope of Work Exhibit A-1 On-Call AutoCAD Drafting/Design Services See next page for Scope of Work Agreement Number: 16-171 WSDOT Form 140-089 EF Exhibit A Page 1 of 1 Revised 10/30/2014 Exhibit A-1 On-Call AutoCAD Drafting Design Services On-Call AutoCAD Drafting/Design Services Provide Drafter/Designer proficient in the use of Autocad Civil 3D 2012 software having a minimum of five years of civil drafting and design experience. The designer will create drawings in accordance with COSV standards or per City direction; develop quantity and cost estimates; assemble contract bid documents; and provide drafting service to complete record drawings based on inspector mark-ups. Following is a list of City of Spokane Valley projects that are anticipated to be included in this service: 2017 Street Preservation Projects 8th & Carnahan Intersection 9th Avenue Sidewalk Argonne Road Preservation — Broadway to Indiana Bowdish Sidewalk Project Broadway/Argonne/Mullan PCC Intersection Citywide Safety Improvements Euclid Ave Preservation — Flora to Barker ITS Infill Project Mission Ave Improvement Project North Sullivan Corridor ITS Pines Rd/BNSF Grade Separation Pines (SR-27)/Grace Intersection Safety Improvements Saltese Preservation Project Sprague/Barker Intersection Improvements Sprague Preservation — Sullivan to Corbin Sullivan/Euclid PCC Intersection Sullivan/Wellesley Intersection Improvements Exhibit B DBE Participation N/A Agreement Number: 16-171 WSDOT Form 140-089 EF Exhibit B Page 1 of 1 Revised 10/30/2014 Exhibit C Preparation and Delivery of Electronic Engineering and Other Data In this Exhibit the agency, as applicable, is to provide a description of the format and standards the consultant is to use in preparing electronic files for transmission to the agency. The format and standards to be provided may include, but are not limited to,the following: I. Surveying, Roadway Design&Plans Preparation Section A. Survey Data N/A B. Roadway Design Files N/A C. Computer Aided Drafting Files AutoCAD Version 2014 Agreement Number: 16-171 WSDOT Form 140-089 EF Exhibit C Page 1 of 4 Revised 10/30/2014 D. Specify the Agency's Right to Review Product with the Consultant N/A E. Specify the Electronic Deliverables to Be Provided to the Agency N/A F. Specify What Agency Furnished Services and Information Is to Be Provided N/A Agreement Number: 16-171 WSDOT Form 140-089 EF Exhibit C Page 2 of 4 Revised 10/30/2014 II. Any Other Electronic Files to Be Provided N/A III. Methods to Electronically Exchange Data N/A WSDOT Form 140-089 EF Exhibit C Page 3 of 4 Revised 10/30/2014 A. Agency Software Suite N/A B. Electronic Messaging System N/A C. File Transfers Format N/A WSDOT Form 140-089 EF Exhibit C Page 4 of 4 Revised 10/30/2014 Exhibit D Prime Consultant Cost Computations Agreement Number: 16-171 WSDOT Form 140-089 EF Exhibit D Page 1 of 1 Revised 10/30/2014 L DOCUMENTS EXEMPT FROM PUBLIC DISCLOSURE The page entitled "Exhibit D / Consultant Fee Determination — Summary Sheet" contains confidential cost and rate data and is withheld from public disclosure pursuant to 23 USC 112(2)(F). 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. DOCUMENTS EXEMPT FROM PUBLIC DISCLOSURE The page entitled "Acceptance FYE 2016 ICR — Audit Office Review" contains confidential cost and rate data and is withheld from public disclosure pursuant to 23 USC 112(2)(F). 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. DOCUMENTS EXEMPT FROM PUBLIC DISCLOSURE The page entitled "Parametrix, Inc. Indirect Cost Rate for Fiscal Year Ended January 1 2016" contains confidential cost and rate data and is withheld from public disclosure pursuant to 23 USC 112(2)(F). 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. DOCUMENTS EXEMPT FROM PUBLIC DISCLOSURE The page entitled "Certification of Final Indirect Costs" contains confidential cost and rate data and is withheld from public disclosure pursuant to 23 USC 112(2)(F). 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. DOCUMENTS EXEMPT FROM PUBLIC DISCLOSURE The two pages entitled "Statement of Direct Labor, Fringe Benefits and General Overhead" contain confidential cost and rate data and are withheld from public disclosure pursuant to 23 USC 112(2)(F). 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. DOCUMENTS EXEMPT FROM PUBLIC DISCLOSURE The page entitled "Notes to Financial Statement" contains confidential cost and rate data and is withheld from public disclosure pursuant to 23 USC 112(2)(F). 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. Exhibit E Sub-consultant Cost Computations There isn't any sub-consultant participation at this time.The CONSULTANT shall not sub-contract for the performance of any work under this AGREEMENT without prior written permission of the AGENCY. Refer to section VI "Sub-Contracting"of this AGREEMENT. Agreement Number: 16-171 WSDOT Form 140-089 EF Exhibit E Page 1 of 1 Revised 10/30/2014 Exhibit F Title VI Assurances During the performance of this AGREEMENT,the CONSULTANT, for itself, its assignees, and successors in interest agrees as follows: 1. Compliance with Regulations:The CONSULTANT shall comply with the Regulations relative to non- discrimination in federally assisted programs of the AGENCY,Title 49, Code of Federal Regulations, Part 21, as they may be amended from time to time(hereinafter referred to as the "REGULATIONS"), which are herein incorporated by reference and made a part of this AGREEMENT. 2. Non-discrimination: The CONSULTANT,with regard to the work performed during this AGREEMENT, shall not discriminate on the grounds of race, color, sex,or national origin in the selection and retention of sub-consultants, including procurement of materials and leases of equipment.The CONSULTANT shall not participate either directly or indirectly in the discrimination prohibited by Section 21.5 of the REGULATIONS, including employment practices when this AGREEMENT covers a program set forth in Appendix B of the REGULATIONS. 3. Solicitations for Sub-consultants, Including Procurement of Materials and Equipment: In all solicitations either by competitive bidding or negotiations made by the CONSULTANT for work to be performed under a sub-contract, including procurement of materials or leases of equipment, each potential sub- consultant or supplier shall be notified by the CONSULTANT of the CONSULTANT's obligations under this AGREEMENT and the REGULATIONS relative to non-discrimination on the grounds of race, color, sex, or national origin. 4. Information and Reports: The CONSULTANT shall provide all information and reports required by the REGULATIONS or 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 AGENCY,the STATE,or the Federal Highway Administration (FHWA)to be pertinent to ascertain compliance with such REGULATIONS, orders and instructions. Where any information required of a CONSULTANT is in the exclusive possession of another who fails or refuses to furnish this information,the CONSULTANT shall so certify to the AGENCY,the STATE, or the FHWA as appropriate, and shall set forth what efforts it has made to obtain the information. 5. Sanctions for Non-compliance: In the event of the CONSULTANT's non-compliance with the non- discrimination provisions of this AGREEMENT,the AGENCY shall impose such AGREEMENT sanctions as it,the STATE, or the FHWA may determine to be appropriate, including,but not limited to: • Withholding of payments to the CONSULTANT under this AGREEMENT until the CONSULTANT complies,and/or; • Cancellation,termination, or suspension of this AGREEMENT, in whole or in part. 6. Incorporation of Provisions:The CONSULTANT shall include the provisions of paragraphs(1)through (5) in every subcontract, including procurement of materials and leases of equipment,unless exempt by the REGULATIONS, or directives issued pursuant thereto.The CONSULTANT shall take such action with respect to any sub-consultant or procurement as the STATE,the AGENCY, or FHWA may direct as a means of enforcing such provisions including sanctions for non-compliance. Provided,however,that in the event a CONSULTANT becomes involved in, or is threatened with, litigation with a sub-consultant or supplier as a result of such direction,the CONSULTANT may request the AGENCY enter into such litigation to protect the interests of the STATE and/or the AGENCY and, in addition,the CONSULTANT may request the United States enter into such litigation to protect the interests of the United States. Agreement Number: 16-171 WSDOT Form 140-089 EF Exhibit F Page 1 of 1 Revised 10/30/2014 Exhibit G Certification Documents Exhibit G-1(a) Certification of Consultant Exhibit G-1(b) Certification of Acting City Manager Exhibit G-2 Certification Regarding Debarment, Suspension and Other Responsibility Matters- Primary Covered Transactions Exhibit G-3 Certification Regarding the Restrictions of the Use of Federal Funds for Lobbying Exhibit G-4 Certificate of Current Cost or Pricing Data Agreement Number: 16-171 WSDOT Form 140-089 EF Exhibit G Page 1 of 1 Revised 10/30/2014 Exhibit G-1(a) Certification of Consultant I hereby certify that I am the and duly authorized representative of the firm of Parametrix whose address is 106 W. Mission Ave., Spokane,WA 99201 and that neither the above firm nor I have: a) Employed or retained for a commission,percentage, brokerage, contingent fee, or other consideration, any firm or person (other than a bona fide employee working solely for me or the above CONSULTANT) to solicit or secure this AGREEMENT; b) Agreed,as an express or implied condition for obtaining this contract,to employ or retain the services of any firm or person in connection with carrying out this AGREEMENT; or c) Paid, or agreed to pay,to any firm, organization or person(other than a bona fide employee working solely for me or the above CONSULTANT)any fee, contribution, donation, or consideration of any kind for, or in connection with,procuring or carrying out this AGREEMENT; except as hereby expressly stated(if any); I acknowledge that this certificate is to be furnished to the City of Spokane Valley and the Federal Highway Administration,U.S. Department of Transportation in connection with this AGREEMENT involving participation of Federal-aid highway funds, and is subject to applicable State and Federal laws,both criminal and civil. Parametrix Consultant(Firm Name) 07eid A 1414f.. ///NA Signature(Authorized Official of Consultant) Date Agreement Number: 16-171 WSDOT Form 140-089 EF Exhibit G Page 1 of 1 Revised 10/30/2014 Exhibit G-1(b) Certification of I hereby certify that I am the: G ® Acig City Manager ® Other of the City of Spokane Valley ,and or its representative has not been required, directly or indirectly as an express or implied condition in connection with obtaining or carrying out this AGREEMENT to: a) Employ or retain, or agree to employ to retain, any firm or person; or b) Pay, or agree to pay,to any firm,person, or organization, any fee, contribution, donation, or consideration of any kind; except as hereby expressly stated(if any): I acknowledge that this certificate is to be furnished to the and the Federal Highway Administration,U.S. Department of Transportation, in connection with this AGREEMENT involving participation of Federal-aid highway funds, and is subject to applicable State and Federal laws, both criminal and civil. /49Aks, Odkuitrl_ llLg Signature Date Agreement Number: 16-171 WSDOT Form 140-089 EF Exhibit G Page 1 of 1 Revised 10/30/2014 Exhibit G-2 Certification Regarding Debarment, Suspension and Other Responsibility Matters - Primary Covered Transactions I. The prospective primary participant certifies to the best of its knowledge and belief,that it and its principals: A. Are not presently debarred, suspended, proposed for debarment, declared ineligible, or voluntarily excluded from covered transactions by any Federal department or agency; B. Have not within a three(3)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 anti-trust statues or commission of embezzlement, theft,forgery, bribery, falsification or destruction of records,making false statements,or receiving stolen property; C. 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 (1)(b) of this certification; and D. Have not within a three(3)year period preceding this application/proposal had one or more public transactions (Federal, State and local)terminated for cause or default. II. 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 proposal. Parametrix Consultant(Firm Name) Signature(Authorized Official of Consultant) Date Agreement Number: 16-171 WSDOT Form 140-089 EF Exhibit G Page 1 of 1 Revised 10/30/2014 Exhibit I Alleged Consultant Design Error Procedures The purpose of this exhibit is to establish a procedure to determine if a consultant's alleged design error is of a nature that exceeds the accepted standard of care.In addition, it will establish a uniform method for the resolution and/or cost recovery procedures in those instances where the agency believes it has suffered some material damage due to the alleged error by the consultant. Step 1 Potential Consultant Design Error(s) is Identified by Agency's Project Manager At the first indication of potential consultant design error(s),the first step in the process is for the Agency's project manager to notify the Director of Public Works or Agency Engineer regarding the potential design error(s).For federally funded projects,the Region Local Programs Engineer should be informed and involved in these procedures. (Note: The Director of Public Works or Agency Engineer may appoint an agency staff person other than the project manager,who has not been as directly involved in the project, to be responsible for the remaining steps in these procedures.) Step 2 Project Manager Documents the Alleged Consultant Design Error(s) After discussion of the alleged design error(s)and the magnitude of the alleged error(s), and with the Director of Public Works or Agency Engineer's concurrence,the project manager obtains more detailed documentation than is normally required on the project.Examples include: all decisions and descriptions of work;photographs, records of labor,materials and equipment. Step 3 Contact the Consultant Regarding the Alleged Design Error(s) If it is determined that there is a need to proceed further,the next step in the process is for the project manager to contact the consultant regarding the alleged design error(s)and the magnitude of the alleged error(s).The project manager and other appropriate agency staff should represent the agency and the consultant should be represented by their project manger and any personnel (including sub-consultants) deemed appropriate for the alleged design error(s) issue. Step 4 Attempt to Resolve Alleged Design Error with Consultant After the meeting(s)with the consultant have been completed regarding the consultant's alleged design error(s),there are three possible scenarios: • It is determined via mutual agreement that there is not a consultant design error(s). If this is the case, then the process will not proceed beyond this point. • It is determined via mutual agreement that a consultant design error(s)occurred. If this is the case, then the Director of Public Works or Agency Engineer, or their representatives, negotiate a settlement with the consultant.The settlement would be paid to the agency or the amount would be reduced from the consultant's agreement with the agency for the services on the project in which the design error took place.The agency is to provide LP,through the Region Local Programs Engineer, a summary of the settlement for review and to make adjustments, if any, as to how the settlement affects federal reimbursements.No further action is required. • There is not a mutual agreement regarding the alleged consultant design error(s). The consultant may request that the alleged design error(s) issue be forwarded to the Director of Public Works or Agency Engineer for review. If the Director of Public Works or Agency Engineer, after review with their legal counsel, is not able to reach mutual agreement with the consultant,proceed to Step 5. Agreement Number: 16-171 WSDOT Form 140-089 EF Exhibit I Page 1 of 2 Revised 10/30/2014 Step 5 Forward Documents to Local Programs For federally funded projects all available information, including costs, should be forwarded through the Region Local Programs Engineer to LP for their review and consultation with the FHWA. LP will meet with representatives of the agency and the consultant to review the alleged design error(s),and attempt to find a resolution to the issue. If necessary,LP will request assistance from the Attorney General's Office for legal interpretation.LP will also identify how the alleged error(s) affects eligibility of project costs for federal reimbursement. • If mutual agreement is reached,the agency and consultant adjust the scope of work and costs to reflect the agreed upon resolution. LP, in consultation with FHWA,will identify the amount of federal participation in the agreed upon resolution of the issue. • If mutual agreement is not reached,the agency and consultant may seek settlement by arbitration or by litigation. ation. Agreement Number: 16-171 WSDOT Form 140-089 EF Exhibit I Page 2 of 2 Revised 10/30/2014 Exhibit J Consultant Claim Procedures The purpose of this exhibit is to describe a procedure regarding claim(s)on a consultant agreement.The following procedures should only be utilized on consultant claims greater than$1,000. If the consultant's claim(s) are a total of$1,000 or less, it would not be cost effective to proceed through the outlined steps. It is suggested that the Director of Public Works or Agency Engineer negotiate a fair and reasonable price for the consultant's claim(s) that total $1,000 or less. This exhibit will outline the procedures to be followed by the consultant and the agency to consider a potential claim by the consultant. Step 1 Consultant Files a Claim with the Agency Project Manager If the consultant determines that they were requested to perform additional services that were outside of the agreement's scope of work,they may be entitled to a claim. The first step that must be completed is the request for consideration of the claim to the Agency's project manager. The consultant's claim must outline the following: • Summation of hours by classification for each firm that is included in the claim; • Any correspondence that directed the consultant to perform the additional work; • Timeframe of the additional work that was outside of the project scope; • Summary of direct labor dollars, overhead costs,profit and reimbursable costs associated with the additional work; and • Explanation as to why the consultant believes the additional work was outside of the agreement scope of work. Step 2 Review by Agency Personnel Regarding the Consultant's Claim for Additional Compensation After the consultant has completed step 1,the next step in the process is to forward the request to the Agency's project manager. The project manager will review the consultant's claim and will met with the Director of Public Works or Agency Engineer to determine if the Agency agrees with the claim. If the FHWA is participating in the project's funding, forward a copy of the consultant's claim and the Agency's recommendation for federal participation in the claim to the WSDOT Local Programs through the Region Local Programs Engineer. If the claim is not eligible for federal participation,payment will need to be from agency funds. If the Agency project manager, Director of Public Works or Agency Engineer, WSDOT Local Programs (if applicable), and FHWA(if applicable) agree with the consultant's claim, send a request memo, including backup documentation to the consultant to either supplement the agreement, or create a new agreement for the claim.After the request has been approved,the Agency shall write the supplement and/or new agreement and pay the consultant the amount of the claim. Inform the consultant that the final payment for the agreement is subject to audit.No further action in needed regarding the claim procedures. If the Agency does not agree with the consultant's claim,proceed to step 3 of the procedures. Agreement Number: 16-171 WSDOT Form 140-089 EF Exhibit J Page 1 of 2 Revised 10/30/2014 Step 3 Preparation of Support Documentation Regarding Consultant's Claim(s) If the Agency does not agree with the consultant's claim,the project manager shall prepare a summary for the Director of Public Works or Agency Engineer that included the following: • Copy of information supplied by the consultant regarding the claim; • Agency's summation of hours by classification for each firm that should be included in the claim; • Any correspondence that directed the consultant to perform the additional work; • Agency's summary of direct labor dollars, overhead costs,profit and reimbursable costs associated with the additional work; • Explanation regarding those areas in which the Agency does/does not agree with the consultant's claim(s); • Explanation to describe what has been instituted to preclude future consultant claim(s); and • Recommendations to resolve the claim. Step 4 Director of Public Works or Agency Engineer Reviews Consultant Claim and Agency Documentation The Director of Pubic Works or Agency Engineer shall review and administratively approve or disapprove the claim,or portions thereof,which may include getting Agency Council or Commission approval (as appropriate to agency dispute resolution procedures). If the project involves federal participation, obtain concurrence from WSDOT Local Programs and FHWA regarding final settlement of the claim. If the claim is not eligible for federal participation,payment will need to be from agency funds. Step 5 Informing Consultant of Decision Regarding the Claim The Director of Public Works or Agency Engineer shall notify(in writing)the consultant of their final decision regarding the consultant's claim(s).Include the final dollar amount of the accepted claim(s) and rationale utilized for the decision. Step 6 Preparation of Supplement or New Agreement for the Consultant's Claim(s) The agency shall write the supplement and/or new agreement and pay the consultant the amount of the claim. Inform the consultant that the final payment for the agreement is subject to audit. Agreement Number: 16-171 WSDOT Form 140-089 EF Exhibit J Page 2 of 2 Revised 10/30/2014 Client#:319834 PARAMINC ACOREL CERTIFICATE OF LIABILITY INSURANCE DATE 11/(MM/DD(MM/DD/YYYY) 6 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 NAMEACT Please send all requests by USI Kibble&Prentice PHONEfax or email FAX 610-362-8518 (A/C,No,Ext): (A/C,No): 601 Union Street,Suite 1000 E-MAILSS: CLCertRequest@usi.com uest usi.com ADDRE Seattle,WA 98101 INSURER(S)AFFORDING COVERAGE NAIC# 206-441-6300 INSURER A Hanover American Insurance Co 36064 INSURED INSURER B:Hanover Insurance Company 22292 Parametria, Inc. INSURER C:Employers Ins Co of Wausau 21458 1019 39th Ave.SE,Suite 100 INSURER D:XL Specialty Insurance Company 37885 Puyallup,WA 98374-6502 INSURER E Allmerica Financial Benefit Ins 41840 INSURER F: COVERAGES CERTIFICATE NUMBER: K1 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. IY EXP LTR TYPE OF INSURANCE NSR WVD POLICY NUMBER (MM/DDY/YYYY) (EFF MM/DD/YYYY) LIMITS A X COMMERCIAL GENERAL LIABILITY X X ZZ2893486906 11/01/2016 11/01/2017 EACH OCCURRENCE $1,000,000 CLAIMS-MADE X OCCUR PREMISES(Eaoccurrence) $1,000,000 X WA Stop Gap/EL MED EXP(Any one person) $10,000 PERSONAL&ADV INJURY $1,000,000 GEN'L AGGREGATE LIMIT APPLIES PER: GENERAL AGGREGATE $2,000,000 POLICY X ECOT LOC PRODUCTS-COMP/OP AGG $Included OTHER: WA Stop Gap $1,000,000 E AUTOMOBILE LIABILITY X X AW2889472706 11/01/2016 11/01/2017(E°accideDS INGLELIMIT _s1,000,000 X ANY AUTO BODILY INJURY(Per person) $ ALL OWNED SCHEDULED BODILY INJURY(Per accident) $ AUTOS AUTOS X HIRED AUTOS X AUTOS D (Perr accident)ROPERTY AMAGE B X UMBRELLA LIAB X OCCUR X X UH2891561606 11/01/201611/01/2017 EACH OCCURRENCE $10,000,000 EXCESS LIAB CLAIMS-MADE XS of GL,Auto& AGGREGATE $10,000,000 DED X RETENTION$None I Employers Liab. $ C WORKERS COMPENSATION X WCCZ91447422016 11/01/2016 11/01/2017 X STATUTE ERH AND EMPLOYERS'LIABILITY ANY PROPRIETOR/PARTNER/EXECUTIVE Y/N States: CA CO ID E.L.EACH ACCIDENT $1,000,000 OFFICER/MEMBER EXCLUDED? N N/A (Mandatory in NH) IL NM OR UT E.L.DISEASE-EA EMPLOYEE $1,000,000 If es, IOe under DESCRIPTION OF OPERATIONS below USL&H included for above states+WA E.L.DISEASE-POLICY LIMIT $1,000,000 D Professional DPR9907916 11/01/2016 11/01/2017 $1,000,000 Per Claim Liability Pollution Legal $1,000,000 Aggregate Claims Made Liab included Retro Date: 1/1/1969 DESCRIPTION OF OPERATIONS/LOCATIONS/VEHICLES(ACORD 101,Additional Remarks Schedule,may be attached if more space is required) On-Call AutoCAD Drafting/Design Services,Client Project#16-171. City of Spokane Valley is Additional Insured and coverage is primary as respects General Liability policy if required by written contract per attached endorsements.Waiver of subrogation applies as respects General Liability policy if required by written contract per attached endorsement. CERTIFICATE HOLDER CANCELLATION Cityof Spokane ValleySHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE p THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN Attn: Erica Amsden ACCORDANCE WITH THE POLICY PROVISIONS. 11707 E.Sprague Ave. Suite 106 AUTHORIZED REPRESENTATIVE Spokane,WA 99206 C )t ec--PeF. ©1988-2014 ACORD CORPORATION.All rights reserved. ACORD 25(2014/01) 1 of 1 The ACORD name and logo are registered marks of ACORD #S19322021/M19194860 NXDZP ZZ2 8934869 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. COMMERCIAL GENERAL LIABILITY BROADENING ENDORSEMENT This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART SUMMARY OF COVERAGES 1. Additional Insured by Contract,Agreement or Permit Included 2. Additional Insured—Primary and Non-Contributory Included 3. Blanket Waiver of Subrogation Included 4. Bodily Injury Redefined Included 5. Broad Form Property Damage—Borrowed Equipment, Customers Goods& Use of Elevators Included 6. Knowledge of Occurrence Included 7. Liberalization Clause Included 8. Medical Payments—Extended Reporting Period Included 9. Newly Acquired or Formed Organizations-Covered until end of policy period Included 10. Non-owned Watercraft 51 ft. 11. Supplementary Payments Increased Limits - Bail Bonds $2,500 - Loss of Earnings $1000 12. Unintentional Failure to Disclose Hazards Included 13. Unintentional Failure to Notify Included This endorsement amends coverages provided under the Commercial General Liability Coverage Part through new coverages, higher limits and broader coverage grants. 1. Additional Insured by Contract, Agreement or (1) "Your work" for the additional insured(s) Permit designated in the contract, agreement or The following is added to SECTION II — WHO IS permit; AN INSURED: (2) Premises you own, rent, lease or occupy; Additional Insured by Contract, Agreement or or Permit (3) Your maintenance, operation or use of a. Any person or organization with whom you equipment leased to you. agreed in a written contract, written agreement b. The insurance afforded to such additional or permit that such person or organization to insured described above: add an additional insured on your policy is an (1) Only applies to the extent permitted by additional insured only with respect to liability law; and for "bodily injury", "property damage", or "personal and advertising injury" caused, in (2) Will not be broader than the insurance whole or in part, by your acts or omissions, or which you are required by the contract, the acts or omissions of those acting on your agreement or permit to provide for such behalf, but only with respect to: additional insured. 421-2915 06 15 Includes copyrighted material of Insurance Services Office,Inc.,with its permission. Page 1 of 4 (3) Applies on a primary basis if that is advertising injury" involved the rendering required by the written contract, written of or failure to render any professional agreement or permit. services by or for you. (4) Will not be broader than coverage d. With respect to the insurance afforded to provided to any other insured. these additional insureds, the following is (5) Does not apply if the "bodily injury", added to SECTION III — LIMITS OF "property damage" or "personal and INSURANCE: advertising injury" is otherwise excluded The most we will pay on behalf of the from coverage under this Coverage Part, additional insured for a covered claim is the including any endorsements thereto. lesser of the amount of insurance: c. This provision does not apply: 1. Required by the contract, agreement or (1) Unless the written contract or written permit described in Paragraph a.; or agreement was executed or permit was 2. Available under the applicable Limits of issued prior to the"bodily injury", "property Insurance shown in the Declarations. damage", or "personal injury and This endorsement shall not increase the advertising injury". applicable Limits of Insurance shown in the (2) To any person or organization included as Declarations. an insured by another endorsement 2. Additional Insured — Primary and Non- issued by us and made part of this Contributory Coverage Part. The following is added to SECTION IV — (3) To any lessor of equipment: COMMERCIAL GENERAL LIABILITY (a) After the equipment lease expires; or CONDITIONS, Paragraph 4.Other insurance: (b) If the "bodily injury", "property Additional Insured — Primary and Non- damage", "personal and advertising Contributory injury" arises out of sole negligence of If you agree in a written contract, written the lessor agreement or permit that the insurance provided to (4) To any: any person or organization included as an (a) Owners or other interests from. whom Additional Insured under SECTION II — WHO IS land has been leased which takes AN INSURED, is primary and non-contributory, place after the lease for the land ex- the following applies: pires; or If other valid and collectible insurance is available (b) Managers or lessors of premises if: to the Additional Insured for a loss covered under Coverages A or B of this Coverage Part, our (i) The occurrence takes place after obligations are limited as follows: you cease to be a tenant in that premises; or a. Primary Insurance (ii) The "bodily injury", "property This insurance is primary to other insurance damage", "personal injury" or that is available to the Additional Insured "advertising injury" arises out of which covers the structural alterations, new con- Additional Insured as a Named Insured. We struction or demolition operations will not seek contribution from any other performed by or on behalf of the insurance available to the Additional Insured manager or lessor. except: (5) To "bodily injury", "property damage" or (1) For the sole negligence of the Additional "personal and advertising injury" arising Insured; out of the rendering of or the failure to (2) When the Additional Insured is an render any professional services. Additional Insured under another primary This exclusion applies even if the claims liability policy; or against any insured allege negligence or (3) when b. below applies. other wrongdoing in the supervision, hiring, employment, training or monitoring If this insurance is primary, our obligations are of others by that insured, if the not affected unless any of the other insurance "occurrence" which caused the "bodily is also primary. Then, we will share with all injury" or"property damage" or the offense that other insurance by the method described which caused the "personal and in c. below. 421-2915 06 15 Includes copyrighted material of Insurance Services Office,Inc.,with its permission. Page 2 of 4 b. Excess Insurance insurer contributes equal amounts until it has (1) This insurance is excess over any of the paid its applicable limit of insurance or none of other insurance, whether primary, excess, the loss remains, whichever comes first. If any contingent or on any other basis: of the other insurance does not permit contribution by equal shares, we will contribute (a) That is Fire, Extended Coverage, by limits. Under this method, each insurer's Builder's Risk, Installation Risk or share is based on the ratio of its applicable similar coverage for"your work"; limit of insurance to the total applicable limits (b) That is Fire insurance for premises of insurance of all insurers rented to the Additional Insured or 3. Blanket Waiver of Subrogation temporarily occupied by the Additional The followingis added to SECTION IV Insured permission — n r d with of the owner; COMMERCIAL GENERAL LIABILITY (c) That is insurance purchased by the CONDITIONS, Paragraph 8. Transfer Of Rights Additional Insured to cover the Of Recovery Against Others To Us: Additional Insured's liability as a tenant for "property damage" to We waive any right of recovery we may have premises rented to the Additional against any person or organization with whom you Insured or temporarily occupied by the have a written contract that requires such waiver Additional with permission of the because of payments we make for damage under owner; or this coverage form. The damage must arise out of your activities under a written contract with that (d) If the loss arises out of the person or organization. This waiver applies only to maintenance or use of aircraft, "autos" the extent that subrogation is waived under a or watercraft to the extent not subject written contract executed prior to the "occurrence" to Exclusion g. of SECTION I — or offense giving rise to such payments. COVERAGE A — BODILY INURY AND PROPERTY DAMAGE 4. Bodily Injury Redefined LIABILITY. SECTION V — DEFINITIONS, Definition 3. "bodily (2) When this insurance is excess, we will injury" is replaced by the following: have no duty under Coverages A or B to 3. "Bodily injury" means bodily injury, sickness or defend the insured against any"suit" if any disease sustained by a person including death other insurer has a duty to defend the resulting from any of these at any time. "Bodily insured against that "suit". If no other injury" includes mental anguish or other insurer defends, we will undertake to do mental injury resulting from "bodily injury". so, but we will be entitled to the insured's 5. Broad Form Property Damage — Borrowed rights against all those other insurers. Equipment, Customers Goods, Use of (3) When this insurance is excess over other Elevators Insurance, we will pay only our share of a. SECTION I—COVERAGES, COVERAGE A— the amount of the loss, if any, that BODILIY INJURY AND PROPERTY exceeds the sum of: DAMAGE LIABILITY, Paragraph 2. (a) The total amount that all such other Exclusions subparagraph j. is amended as insurance would pay for the loss in the follows: absence of this insurance; and Paragraph (4) does not apply to "property (b) The total of all deductible and self damage" to borrowed equipment while at a insured amounts under all that other jobsite and not being used to perform insurance. operations. We will share the remaining loss, if any, Paragraphs (3), (4) and (6) do not apply to with any other insurance that is not "property damage"to "customers goods"while described in this Excess Insurance on your premises nor do they apply to the use provision and was not bought specifically of elevators at premises you own, rent, lease to apply in excess of the Limits of or occupy. Insurance shown in the Declarations of b. The following is added to SECTION V — this Coverage Part. DEFINTIONS: c. Method Of Sharing 24. "Customers goods" means property of If all of the other insurance permits your customer on your premises for the contribution by equal shares, we will follow this purpose of being: method also. Under this approach each 421-2915 06 15 Includes copyrighted material of Insurance Services Office,Inc.,with its permission. Page 3 of 4 a. worked on; or 10. Non-Owned Watercraft b. used in your manufacturing process. SECTION I — COVERAGES, COVERAGE A c. The insurance afforded under this provision is BODILY INJURY AND PROPERTY DAMAGE excess over any other valid and collectible LIABILITY, Paragraph 2. Exclusions, property insurance (including deductible) subparagraph g.(2) is replaced by the following: available to the insured whether primary, g. Aircraft,Auto Or Watercraft excess, contingent (2) A watercraft you do not own that is: 6. Knowledge of Occurrence (a) Less than 51 feet long; and The following is added to SECTION IV — (b) Not being used to carry persons or COMMERCIAL GENERAL LIABILITY property for a charge; CONDITIONS, Paragraph 2. Duties in the Event of Occurrence, Offense,Claim or Suit: This provision applies to any person who, with your consent, either uses or is e. Notice of an "occurrence", offense, claim or responsible for the use of a watercraft. "suit" will be considered knowledge of the insured if reported to an individual named 11. Supplementary Payments Increased Limits insured, partner, executive officer or an SECTION I — SUPPLEMENTARY PAYMENTS "employee" designated by you to give us such COVERAGES A AND B, Paragraphs 1.b. and a notice. 1.d.are replaced by the following: 7. Liberalization Clause 1.b.Up to $2,500 for cost of bail bonds required The following is added to SECTION IV — because of accidents or traffic law violations COMMERCIAL GENERAL LIABILITY arising out of the use of any vehicle to which CONDITIONS: the Bodily Injury Liability Coverage applies. We do not have to furnish these bonds. Liberalization Clause 1.d.All reasonable expenses incurred by the If we adopt any revision that would broaden the insured at our request to assist us in the coverage under this Coverage Form without investigation or defense of the claim or "suit", additional premium, within 45 days prior to or including actual loss of earnings up to$1000 a during the policy period, the broadened coverage day because of time off from work. will immediately apply to this Coverage Part. 12. Unintentional Failure to Disclose Hazards 8. Medical Payments — Extended Reporting Period The following is added to SECTION IV — COMMERCIAL GENERAL LIABILITY a. SECTION I—COVERAGES, COVERAGE C— CONDITIONS, Paragraph 6. Representations: MEDICAL PAYMENTS, Paragraph 1. Insuring Agreement, subparagraph a.(3)(b) We will not disclaim coverage under this Coverage is replaced by the following: Part if you fail to disclose all hazards existing as of the inception date of the policy provided such (b) The expenses are incurred and reported failure is not intentional. to us within three years of the date of the accident; and 13. Unintentional Failure to Notify b. This coverage does not apply if COVERAGE The following is added to SECTION IV — C — MEDICAL PAYMENTS is excluded either COMMERCIAL GENERAL LIABILITY by the provisions of the Coverage Part or by CONDITIONS, Paragraph 2. Duties in the Event endorsement. of Occurrence,Offense, Claim or Suit: 9. Newly Acquired Or Formed Organizations Your rights afforded under this policy shall not be SECTION II —WHO IS AN INSURED, Paragraph prejudiced if you fail to give us notice of an "occurrence", offense, claim or"suit", solely due to 3.a. is replaced by the following: your reasonable and documented belief that the a. Coverage under this provision is afforded until "bodily injury" or"property damage" is not covered the end of the policy period. under this policy. ALL OTHER TERMS, CONDITIONS,AND EXCLUSIONS REMAIN UNCHANGED. 421-2915 06 15 Includes copyrighted material of Insurance Services Office,Inc.,with its permission. Page 4 of 4