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17-093.00 DCI Engineers: Argonne Street Preservation Indiana to Broadway Local Agency Real Estate Professional Services Negotiated Hourly Rate Consultant Agreement Agreement Number: 17-093 Does this Require DES filing? El Yes 0 No Firm/Organization Legal Name (do not use dba's): D'Amato Conversano Inc. dba DCI Engineers Address Federal Aid Number 702 W 2nd Ave, Spokane,WA 99201 STPUL-4039(004) UBI Number Federal TIN or SSN Number Ol 029 a- ( LP _ REDACTED Execution Date Corriplelion Date December 31,2017 1099 Form Required Federal Participation El Yes 0 No Q Yes El No Project Title Argonne Rd Street Preservation Project Description of Work The project will resurface Argonne Rd between Indiana Avenue and Broadway Avenue. Adjacent sidewalk pedestrian ramps will be reconstructed to current ADA standards. On four parcels additional border easement area is necessary for the ADA work and the Consultant will obtain Border Easements. 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. El Yes % 0 No DBE Participation Maximum Amount Payable: $19,500.00 El Yes % 0 No MBE Participation El Yes % 0 No WBE Participation ❑ Yes % Q 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 I Alleged Consultant Design Error Procedures Exhibit J Consultant Claim Procedures Agreement Number: 17-093, Local Agency Real Estate Professional Services Negotiated Hourly Rate Consultant Agreement Page 1 of 11 n....: .r A/AMARC THIS AGREEMENT is made and entered into as shown in the "Execution Date" on page one (1)in the heading of this AGREEMENT,between the hereinafter called the "AGENCY," and the name/organization referenced on page one (1) in the heading of this AGREEMENT, hereinafter called the "CONSULTANT." WHEREAS, the AGENCY desires to accomplish the work referenced in the section I. "Description of Work" section 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 and conditions contained herein, or attached and incorporated and made a part hereof, the AGENCY, and the CONSULTANT mutually agree as follows: I. Description 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. If, due to the CONSULTANT'S error or oversight, corrections to the SERVICES contracted for herein are necessary, the CONSULTANT will make such corrections at no additional cost to the AGENCY and will submit such corrections to the AGENCY within ten(10) days of receipt of the AGENCY'S request. II. General Requirements CONSULTANT shall, at all times, comply with all applicable federal, state and local laws, codes, ordinances, rules, regulations, decrees, directives, guidelines, etc., (together "Laws") which may impact or apply to the performance of SERVICES under this AGREEMENT, regardless of whether such Laws are modified or are enacted during the term of this AGREEMENT. III. Period of Performance This AGREEMENT shall commence on the date executed by the AGENCY and the CONSULTANT shown in "Execution Date" in the heading of this AGREEMENT on page one (1) and shall be completed on the date shown in "Completion Date" in the heading of this AGREEMENT on page one (1), unless modified by a written AGREEMENT revision extending the "Completion Date" or unless terminated sooner as provided herein. Upon completion or termination of this AGREEMENT, the CONSULTANT shall turn over all documents, records and file materials to the AGENCY. IV. 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). Agreement Number: 17-093 Local Agency Real Estate Professional Services Negotiated Hourly Rate Consultant Agreement Page 2 of 11 Revised 4/4/2016 A. Hourly Rates: 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. The accepted negotiated rates shall be memorialized in a final written acknowledgement between the parties. Such fmal 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 accepted negotiated hourly rates, 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 initial twelve (12) month negotiated hourly rates, as shown on Exhibits "D" and "E", will remain in effect for the next 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 hourly rates that will be applicable for the next 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 new hourly rates, the AGENCY may perform an audit of the CONSULTANT's books and records to determine the CONSULTANT's actual costs. The audit findings may be used to establish the new hourly rates that will be applicable for the next 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 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. If the classification ranges (Actuals not to Exceed Table) are utilized, the CONSULTANT shall bill each employee's actual classification, and actual salary plus indirect cost rate plus fixed fee within the appropriate classification ranges. 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 AGENCY, Washington State Department of Transportation (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 AGENCY upon request. All above charges must be necessary for the SERVICES provided under this AGREEMENT. Agreement Number: 17-093 Local Agency Real Estate Professional Services Negotiated Hourly Rate Consultant Agreement Page 3 of 11 Revised 4/4/2016 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 the 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, the State, and the United States, for a period of six (6)years after receipt of fmal 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. V. Compensation The CONSULTANT shall be paid for all SERVICES and expenses under this AGREEMENT, provided that the total reimbursement under this AGREEMENT shall not exceed . Such payment shall include all the CONSULTANT'S expenses in the performance of this AGREEMENT unless otherwise Agreement Number: 17-093 Local Agency Real Estate Professional Services Negotiated Hourly Rate Consultant Agreement Page 4 of 11 Revised 4/4/2016 specified in Section XVII "Special Provisions." The CONSULTANT'S invoice shall include: the project title, description of the services rendered, and the dates worked. VI. Records and Accounts The CONSULTANT and any authorized sub-consultant, or any other person or firm, shall keep detailed records relating to the charges made and expenses incurred for work required by this AGREEMENT. The CONSULTANT's accounting records pertaining to this AGREEMENT shall be available for inspection by representatives of the AGENCY, the State, and the United States, at the office of the CONSULTANT. The CONSULTANT shall include in any sub-consultant agreement/contract or any agreement/contract with any person or firm a provision requiring such sub-consultant, person, or firm to make its fmancial records available for inspection by the AGENCY in accordance with this provision. The accounting record referred to in the preceding paragraph shall be available for inspection during normal business hours and shall be retained by the CONSULTANT or sub-consultant, or any other person or firm, for a period of three (3) years following final payment from the AGENCY to the CONSULTANT with the following exception: if any litigation, claim, or audit is started before the expiration of the three (3) year retention period, the records shall be retained until all litigation, claim, or audit findings involving the records have been resolved. The CONSULTANT further agrees that any duly authorized representative of the AGENCY, the State or of the United States, in the official conduct of its business shall have access to and the right to examine any directly pertinent books, documents, papers, photographic negatives, and records of the CONSULTANT involving the SERVICES provided under the terms of this AGREEMENT at any time during normal business hours during the life of this AGREEMENT and for three (3) years after the date of the final payment under this AGREEMENT. An 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. VII. Performance of Services In the performance of the SERVICES under this AGREEMENT, the CONSULTANT shall comply with all applicable AGENCY regulations, State and Federal laws, regulations and procedures. 1. Non-delegation The SERVICES to be furnished under the terms of this AGREEMENT shall be performed by the CONSULTANT and the CONSULTANT'S bona fide employees, and shall not be delegated to any other person or firm. 2. Subcontracting The CONSULTANT shall not hire sub-consultants or any other person or firm to provide SERVICES under this AGREEMENT except pursuant to a revision of this AGREEMENT as authorized in Section XVIII "Modification of Agreement." All applicable portions of this AGREEMENT shall be contained in the subcontract between the CONSULTANT and its sub-consultant(s). The CONSULTANT shall remove any employee from assignment to perform SERVICES under this AGREEMENT immediately upon receipt of written request to do so from the AGENCY. Agreement Number: 17-093 Local Agency Real Estate Professional Services Negotiated Hourly Rate Consultant Agreement Page 5 of 11 Revised 4/4/2016 The CONSULTANT warrants that, if it is full or partially, employed by any public agency other than the AGENCY, its acceptance of this AGREEMENT is with the consent of such agency; that the CONSULTANT shall spend no time in the performance require in this AGREEMENT during which time the CONSULTANT should normally be employed and paid by such agency; and that the acceptance of this AGREEMENT will not interfere with any obligations the CONSULTANT may have to such agency. VIII. 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 AGREEMENT, 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 AGREEMENT. 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. The CONSULTANT shall comply with the Federal Fair Labor Standards Act and any other legislation affecting its employees and the rules and regulations issued there under; and shall save the AGENCY free, clear and harmless from all actions, claims, demands and expenses arising out of said Act and any rules and regulations that are or may be promulgated in connection therewith. The CONSULTANT assumes full responsibility for the payment of all payroll taxes, use, sales, income or any other form of taxes, fees, licenses, excises, or payments required by any Federal or State legislation which are now or which may be enacted during the term of this AGREEMENT as to all the CONSULTANT'S employees, and as to all the duties, activities, and requirements of the CONSULTANT in the performance of this AGREEMENT. The CONSULTANT shall comply with the WSDOT'S Organizational Conflict of Interest Policy, WSDOT Manual 3043, and revisions thereto http://www.wsdot.wa.gov/Publications/Manuals/M3043.htm, and its requirements for employees, the CONSULTANT firm and any entities created to do business with the AGENCY. Agreement Number: 17-093 Local Agency Real Estate Professional Services Negotiated Hourly Rate Consultant Agreement Page 6 of 11 Revised 4/4/2016 IX. Nondiscrimination During the performance of this AGREEMENT, the CONSULTANT, for itself, its assignees and successors in interest, agrees as follows: 1. Compliance with Laws and Regulations The CONSULTANT shall comply with the regulations relative to nondiscrimination in Federally assisted programs of the Department of Transportation, 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. The CONSULTANT shall comply with the State Law Against Discrimination, Chapter 49.60 RCW and any REGULATIONS adopted thereto. 2. Nondiscrimination The CONSULTANT with regard to the work performed by it during the AGREEMENT, shall not discriminate on the grounds of age, sex, marital status, race, creed, color, national origin, or the presence of any sensory, mental, or physical handicap unless based upon a bona fide occupational qualification, in the selection and retention of subcontractors, including procurements of materials and leases of equipment. The CONSULTANT shall not participate either directly or indirectly in the discrimination of prohibited by Chapter 49.60 RCW or by section 21.5 of the REGULATIONS, including employment practices when the AGREEMENT covers a program set forth in Appendix B of the REGULATIONS. 3. Solicitation for Sub-consultants, Including Procurement of Materials and Equipment In all solicitations either by competitive bidding or negotiation made by the CONSULTANT for work to be performed under a subcontract, including 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 nondiscrimination on the above grounds. 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 or other sources of information, and its facilities as may be determined by the AGENCY or the Federal Highway Administration to be pertinent to ascertain compliance with such REGULATIONS, directives or laws. Where any information required of a CONSULTANT is in the exclusive possession of another who fails or refused to furnish this information, the CONSULTANT shall so certify to the AGENCY, WSDOT, or the Federal Highway Administration as appropriate, and shall set forth what efforts it has made to obtain the information. 5. Sanctions for Noncompliance In the event of the CONSULTANT's noncompliance with the discrimination provisions of this AGREEMENT, the AGENCY shall impose such AGREEMENT sanctions as it may determine to be appropriate, including but not limited to (1) withholding of payments to the CONSULTANT under this AGREEMENT until the CONSULTANT complies, and/or (2) 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 6 in every subcontract, including procurements 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 subcontract or procurement as the AGENCY, WSDOT, or Federal Highway Administration may direct as a means of Agreement Number: 17-093 Local Agency Real Estate Professional Services Negotiated Hourly Rate Consultant Agreement Page 7 of 11 Revised 4/4/2016 enforcing such provisions including sanctions for noncompliance; provided, however, that, in the event a CONSULTANT becomes involved in, or is threatened with, litigation with a subcontractor or supplier as a result of such direction, the CONSULTANT may request the AGENCY to enter into such litigation to protect the interests of the AGENCY and/ or WSDOT; and, in addition, the CONSULTANT may request the United States to enter into such litigation to protect the interests of the United States. X Termination 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 which, when added to any payments previously made, shall total the same percentage of the Lump Sum Amount as the work completed at the time of termination is to the total work required for the SERVICES. In addition, the CONSULTANT shall be paid for any authorized extra work completed. 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 fine 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. 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 Agreement Number: 17-093 Local Agency Real Estate Professional Services Negotiated Hourly Rate Consultant Agreement Page 8 of 11 Revised 4/4/2016 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. XL 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 subjected 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-consultant, and the AGENCY shall comply with all Federal, State, and local laws, rules, codes, and regulations 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 to defend or indemnify the STATE and the AGENCY against and hold harmless the STATE and AGENCY 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 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-consultants, subcontractor and vendor, of any tier. Agreement Number: 17-093 Local Agency Real Estate Professional Services Negotiated Hourly Rate Consultant Agreement Page 9 of 11 Revised 4/4/2016 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 SERVICES 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 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's 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 professional liability to the AGENCY, including that which may arise in reference to Section XIV "Insurance" of this AGREEMENT, shall be limited to the total amount of the AGREEMENT or one million dollars ($1,000,000.00), whichever is greater. In no case shall the CONSULTANT'S professional liability to third parties be limited in any way. The CONSULTANT specifically assumes potential liability for actions brought by the CONSULTANT'S own employees or its agents against the STATE and / or 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. XIII Independent Contractor The CONSULTANT shall be deemed an independent contractor for all purposes. The CONSULTANT and its employees and any authorized sub-consultants, or any other person of firm, shall not be deemed the employees of the AGENCY for any purpose. XIV Insurance The CONSULTANT shall obtain and keep in force during the terms of this AGREEMENT, or as otherwise required, insurance with companies or through sources approved by the STATE Insurance Commissioner pursuant to Title 48 RCW. It is the CONSULTANT'S responsibility to provide evidence of continuing coverage during the overlap periods of the policy and the AGREEMENT. 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. XV Confidentiality The AGENCY is contracting for the CONSULTANT'S independent performance of the specified SERVICES. Should the AGENCY employ another CONSULTANT to perform the same services, the CONSULTANT shall not discuss or otherwise exchange information with such other CONSULTANT. Agreement Number: 17-093 Local Agency Real Estate Professional Services Negotiated Hourly Rate Consultant Agreement Page 10 of 11 Revised 4/4/2016 The project for which the SERVICES of the CONSULTANT are required may involve litigation of claims against or brought by the STATE and / or AGENCY. Subject to Washington's Public Records Act (RCW ch. 42.17 et. al.) all information developed by the CONSULTANT and all information made available to the CONSULTANT and all analyses, conclusions, and/or opinions reached by the CONSULTANT shall be confidential as between the CONSULTANT and the AGENCY. Such information shall not be revealed by the CONSULTANT to any other person, organization, or entity without the express consent of the AGENCY. The confidentiality of such information will survive the completion of work under this AGREEMENT and/or the termination of this AGREEMENT. The SERVICES to be performed under this AGREEMENT do not include SERVICES as an expert witness; in the event of the commencement of litigation, SERVICES as an expert witness will be the subject of a separate AGREEMENT. XVI. Applicability of Law This AGREEMENT shall be deemed executed in the State of Washington and the laws of the State of Washington shall govern the interpretation and application of its provisions. Venue for any suits between the CONSULTANT and the AGENCY arising from this AGREEMENT shall be brought and maintained in the Superior Court of the State of Washington, situated in the county in which the AGENCY is located. XVII Special Provisions XVIII. Modification of Agreement This AGREEMENT, or any provision thereof, may be modified or amended only by express written AGREEMENT revision properly signed by all parties. This AGREEMENT is hereby tendered and the terms and obligations hereof shall not become binding on the State of Washington unless and until accepted and approved hereon in writing for the AGENCY's authorized representative. In witness whereof, the parties hereto have executed this AGREEMENT as of the day and year shown in the "Execution Date"in the heading on page one (1) of this AGREEMENT. By By ; ... Title Qz-A , e,ry t_ Title r W 1 4 ✓( S ( 0 yk. t t f Date l—JO —/-7 Date tel 91e a01 Agreement Number: 17-093 Local Agency Real Estate Professional Services Negotiated Hourly Rate Consultant Agreement Page 11 of 11 Revised 4/4/2016 Exhibit A Scope of Work Project No. 17-093 See attached Exhibit A Scope of Work Agreement Number: 17-093 WSDOT Form 140-089 EF Exhibit A Page 1 of 1 Revised 10/30/2014 ROW Consultant Scope Argonne Road St Pres Project, CR' 0252 Project Limits The project will resurface Argonne Road and update pedestrian ramps between Indiana Avenue and Broadway Avenue. Scope of Work The proposed work scope includes the following three primary work elements: • Task 1 — Right-of Way Plan and APE review o 1.1—Review titles to identify existing easements and property owners o 1.2—Review ROW plan and advise o 1.3—Review and advise on APE • Task 2—Project Funding Estimate(PFE) o 2.1—Prepare valuations o 2.2—Submit PFE • Task 3—ROW acquisition o 3.1 —Appraisals and review appraisals o 3.2—Prepare Offer Letters o 3.3—Negotiate with property Owners o 3.4—Prepare AOS o 3.5—Obtain Property Owner signature of documents o 3.6—Prepare ROW Certification Package • Task 4—Administration o 4.1 —Weekly Status Updates o 4.2—Monthly Invoices Schedule July 15, 2017—Submit Project Funding Estimate to WSDOT for Approval December 1, 2017—Obtain agreement with all property owners for project ROW needs. January 1, 2018—Submit ROW package to WSDOT for Certification Consultant Qualifications The Consultant will be on the WSDOT List for approved Federal ROW Consultants and will acquire all ROW and easements in accordance with City and FHWA procedures. Task 1 — ROW Plan and APE Review 1.1-Review titles to identify existing easements and property owners The Consultant will utilize GIS maps and Title information furnished by the City to identify locations where potential Right-of-Way(R/W) conflicts may exist.Where possible,the Consultant will make recommendations and propose alternatives to avoid any R/W acquisition. 1.2—Review ROW plan and advise Consultant will review ROW plan to ensure easements described in Title reports are shown. 1.3—Review and advise on APE Consultant will review the proposed conduit routing plan, camera locations, and cabinet work in conjunction with the proposed Area of Potential Effect(APE)and check to insure the required ROW acquisition lies within the proposed APE. Task 2 — Project Funding Estimate (PFE) The Consultant will utilize GIS maps and Title information furnished by the City to identify locations where potential Right-of-Way(R/W) conflicts may exist.Where possible, the Consultant will make recommendations and propose alternatives to avoid any R/W acquisition. 2.1 Prepare valuations The Consultant will prepare valuations of real estate acquisitions and easements shown on the ROW Plan and submit to the City for review. The Consultant will then summarize the valuations in a Project Funding Estimate(PFE). 2.2 Submit PFE After approval of the PFE,the Consultant will submit the PFE to WSDOT Local Programs for review. The Consultant will make any revisions suggested by the City or WSDOT and resubmit. Task 3 -- ROW Acquisition The Consultant will be on the WSDOT List for approved Federal ROW Consultants, to acquire all ROW and easements in accordance with City and FHWA procedures. The Consultant will utilize GIS maps and Title information furnished by the City to identify locations where potential Right-of-Way(R/W) conflicts may exist.Where possible,the Consultant will make recommendations and propose alternatives to avoid any R/W acquisition. The Consultant will perform the following tasks for up to four(4)parcels, involving 4 individual property owners, as shown on the attached Proposed Right of Way Plans in conformance with local, State and FHWA guidelines: 3.1 Appraisals and Review Appraisals In accordance with City ROW procedures and FHWA guidelines the Consultant will prepare valuations or appraisals for all takes, permanent and temporary easements. 3.2 Prepare Offer Letters In accordance with City ROW procedures and FHWA guidelines the Consultant will prepare offer letters for all takes,permanent and temporary easements. The Consultant shall email tile City each offer letter for review, before sending to WSDOT Local Programs for review and incorporate any suggested revision. 3.3 Negotiate with Property Owners The Consultant will present the offer letter to each property owner and maintain a diary of owner contacts in accordance with FHWA guidelines. The Consultant shall furnish the City meeting minutes (or copies of the diary)after each meeting with each property owner. 3.4 Prepare Administrative Offer Summary If necessary to close the transaction,the Consultant shall prepare an Administrative Offer for the City to review and approve. 3.5 Obtain Property Owner Signature The Consultant shall schedule, at the property owner's convenience a meeting to obtain the owner's signature and notarize all documents necessary to close the transaction. The Consultant shall notarize all documents. These may include, Deeds, Permanent Easements, Temporary easements,W-9 forms, Real Estate Excise Tax Affidavits(REETA)prepare an Administrative Offer for the City to review and approve. 3.6 Preparation of ROW Certification Package The Consultant shall assemble and package all documents required to obtain WSDOT Local Programs ROW certification. The consultant shall submit the Certification Package to the City for review,before forwarding to Local Programs. Task 4 --Administration 4.1 Weekly Status Updates The Consultant shall submit to the City weekly status reports listing the current status of ROW acquisition for each parcel. 4.2 Monthly Invoices The Consultant shall identify the following information on each Invoice submitted. Project Name: Argonne Rd Street Preservation Project—CIP 0252 Authorized Consultant Fee (This does not include any unauthorized Manage Reserve Fund—MRF) Previously invoiced amount Current invoiced amount Total Invoiced amount to-date Remaining project budget. g)0/11 rA Craig Aldworth Scope of Fees for Argonne Road Broadway to Indiana 4 Parcels to be acquired in fee 15,000.00 4 Parcels to be valued per AOS's and PFE worksheets 4,500.00 Total 19,500.00 Assumptions: COSV to provide title reports COSV to provide legal descriptions for all areas that need to be acquired. Condemnation fees to be additional fees No relocation costs are included in this scope of fees. Accepted by City of Spokane Valley • Exhibit B DBE Participation This Contract has a 0% DBE Goal. Agreement Number: 17-093 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 Civil 3D v. 2017 B. Roadway Design Files Civil 3D v. 2017 C. Computer Aided Drafting Files Civil 3D v. 2017 Agreement Number: 17-093 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 The City reserves the right to review all products with the Consultant E. Specify the Electronic Deliverables to Be Provided to the Agency 1. Project Funding Estimate 2. Administrative Offer Summary 3. Border Easements 4. W-9 Taxpayer Identification Number and Certificate Form 5. Agent Diary of Right-of-Way Activities 6. Copy of Offer Letter 7. Copies of unsigned documents will be provided to the City by Consultant for parcels where negotiations are unsuccessful with signed Agent Diaries. F. Specify What Agency Furnished Services and Information Is to Be Provided 1. Argonne Rd St Preservation ROW Plan, Construction Plans, City Border Easement Template 2. Title Reports for each Border Easement Parcel Agreement Number: 17-093 WSDOT Form 140-089 EF Exhibit C Page 2 of 4 Revised 10/3012014 II. Any Other Electronic Files to Be Provided III. Methods to Electronically Exchange Data Email or CDs WSDOT Form 140-089 EF Exhibit C Page 3 of 4 Revised 10/20/2014 A. Agency Software Suite Microsoft Office 10 B. Electronic Messaging System email C. File Transfers Format email or CDs WSDOT Form 140-089 EF Exhibit C Page 4 of 4 Revised 10/30/2014 Exhibit D Prime Consultant Cost Computations Agreement Number: 17-093 WSDOT Form 140-089 EF Exhibit D Page 1 of 1 Revised 10/30/2014 DOCUMENTS EXEMPT FROM PUBLIC DISCLOSURE The page entitled "Exhibit D — Schedule of Expenses" contains confidential cost and rate data and is withheld from public disclosure pursuant to 23 USC 112(2)(E). Prenotification; confidentiality of data. A recipient of funds requesting or using the cost and rate data shall notify any affected firm before such request or use. Such data shall be confidential and shall not be accessible or provided, in whole or in part, to another firm or to any government agency which is not part of the group of agencies sharing cost data under this paragraph, except by written permission of the audited firm. If prohibited by law, such cost and rate data shall not be disclosed under any circumstances. You may petition for a review of our findings pertaining to any redacted or withheld documents pursuant to Spokane Valley Municipal Code (SVMC) 2.75.080; and obtain judicial review pursuant to RCW 42.56.550. 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: 17-093 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: 17-093 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 CI k-y Of S tee 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: 17-093 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 whose address is a • 2 C SeO amu(- W o ao‘ 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 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. D'Amato Conversano Inc. Consultant(Firm Name) M (e/aV?r- Signatu ( uthoriz-• Official of Consultant) Date Agreement Number: 17-093 WSDOT Form 140-089 EF Exhibit G Page 1 of 1 RpvisAd 10/30/2014 Exhibit G-1(b) Certification of 6+ v1,(ar\e- \)*",ei I hereby certify that I am the: © Deputy City Manager ❑ Other of the City of Spokane Valley , and D'Amato Conversano Inc. 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 \NI-vi; 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. Signature Date Agreement Number: 17-093 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. D'Amato Conversano Inc. Consultant(Firm Name) / ( - Signature fri - effici- of Consultant) Date Agreement Number: 17-093 WSDOT Form 140-089 EF Exhibit G Page 1 of 1 Revised 10/30/2014 Exhibit G-3 Certification Regarding the Restrictions of the Use of Federal Funds for Lobbying The prospective participant certifies, by signing and submitting this bid or proposal, to the best of his or her knowledge and belief,that: 1. No Federal appropriated funds have been paid or will be paid,by or on behalf of the undersigned,to any person for influencing or attempting to influence an officer or employee of any Federal agency, a Member of Congress, an officer or employee of Congress, or any employee of a Member of Congress in connection with the awarding of any Federal contract, the making of any Federal grant, the making of any Federal loan, the entering into of any cooperative AGREEMENT, and the extension, continuation, renewal, amendment, or modification of Federal contract, grant, loan or cooperative AGREEMENT. 2. If any funds other than Federal appropriated funds have been paid or will be paid to any person for influencing or attempting to influence an officer or employee of any Federal agency, a Member of Congress, an officer or employee of Congress, or an employee of a Member of Congress in connection with this Federal contract, grant, loan or cooperative AGREEMENT,the undersigned shall complete and submit Standard Form- LLL, "Disclosure Form to Report Lobbying,"in accordance with its instructions. This certification is a material representation of fact upon which reliance was placed when this transaction was made or entered into. Submission of this certification is a prerequisite for making or entering into this transaction imposed by Section 1352, Title 31, U.S. Code. Any person who fails to file the required certification shall be subject to a civil penalty of not less than$10,000.00, and not more than$100,000.00, for each such failure. The prospective participant also agrees by submitting his or her bid or proposal that he or she shall require that the language of this certification be included in all lower tier sub-contracts, which exceed$100,000, and that all such sub-recipients shall certify and disclose accordingly. D'Amato Conversano Inc. Consultant(Firm Name) //2 -eel2() I 7 Signature(' horize.6' • onsultant) Date • Agreement Number: 17-093 WSDOT Form 140-089 EF Exhibit G Page 1 of 1 Revised 10/30/2014 Exhibit G-4 Certificate of Current Cost or Pricing Data This is to certify that, to the best of my knowledge and belief, the cost or pricing data(as defined in section 2.101 of the Federal Acquisition Regulation(FAR) and required under FAR subsection 15.403-4) submitted, either actually or by specific identification in writing, to the Contracting Officer or to the Contracting Officer's representative in support of * are accurate, complete, and current as of **. This certification includes the cost or pricing data supporting any advance AGREEMENT's and forward pricing rate AGREEMENT's between the offer or and the Government that are part of the proposal. Firm: ZA,I. Dtvr,c ( ok., /15 . Signatur- � Title Date of Execution***: *Identify the proposal,quotation,request for pricing adjustment,or other submission involved,giving the appropriate identifying number(e.g.project title.) **Insert the day,month,and year,when price negotiations were concluded and price AGREEMENT was reached. ***Insert the day,month,and year,of signing,which should be as close as practicable to the date when the price negotiations were concluded and the contract price was agreed to. Agreement Number: 17-093 WSDOT Form 140-089 EF Exhibit G Page 1 of t Rovicari!O/30/?n1d 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 manager 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: 17-093 WSDOT Form 140-089 EF Exhibit I Page 1 of 2 Qoviec d 1nr_:niwv1s 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. Agreement Number: 17-093 WSDOT Form 140-089 EF Exhibit I Page 2 of 2 RPvicPd 1O/20/9111s 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: 17-093 WSDOT Form 140-089 EF Exhibit J Page 1 of 2 Revised 10/20/2014 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 Public 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: 17-093 WSDOT Form 140-089 EF Exhibit J Page 2 of 2 Pavi¢pri 10/.40/1011 /'�� 334605 ® DATE(MM/DD/YYYY) ACCORD CERTIFICATE OF LIABILITY INSURANCE 6/8/2017 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 have ADDITIONAL INSURED provisions or be endorsed. If SUBROGATION IS WAIVED,subject to the terms and conditions of the policy,certain policies may require an endorsement A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). PRODUCER CONTACT Brenda Schornak NAME: Commercial Lines-(206)731-1200 PHONE 206-731-1200 FAX 206-731-1209 (A/C.No.EMI: _(A/c,No): Wells Fargo Insurance Services USA,Inc.-CA Lic#:OD08408 E-MAIL o.comakho d rena.s.scrnwellsfar ADDRESS: b@ g 999 Third Avenue,Suite 4100 INSURER(S)AFFORDING COVERAGE NAICA Seattle,WA 98104 INSURER A: Hanover Insurance Company 22292 INSURED INSURER B: Starr Surplus Lines Ins.Co. 13604 D'Amato Conversano,Inc. INSURER C: dba DCI Engineers INSURER D: 818 Stewart Street,Suite 100 INSURER E: Seattle,WA 98101 INSURER F: COVERAGES CERTIFICATE NUMBER: 11900000 REVISION NUMBER: See below 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. INSPOLICY EXP LTR TYPE OF INSURANCE INSD WVD POLICY NUMBER (MM/DDIYYYY) (MM DD/YYYY) LIMITS A X COMMERCIAL GENERAL LIABILITY X ZD2-A986295-0007/18/2016 07/18/2017 EACH OCCURRENCE $ 1,000,000 DAMAGE TO RENTED CLAIMS-MADE X OCCUR PREMISES(Ea occurrence) $ 100.000 MED EXP(Any one person) $ 10,000 PERSONAL 8 ADV INJURY S 1,000.000 GE 'L AGGREGATE LIMIT APPLIES PER: GENERAL AGGREGATE $ 2,000,000 POLICY X jE LOC PRODUCTS-COMP/OP AGG $ 2,000,000 OTHER: WA Stop Gap $ 1,000,000 A AUTOMOBILE LIABILITY ZD2-A986295-00 07/18/2016 07/18/2017 COMBINEDaaocldent) SINGLE LIMIT $ 1,000,000 (E ANY AUTO BODILY INJURY(Per person) $ OWNED SCHEDULED BODILY INJURY(Per accident) $ AUTOS ONLY AUTOS — X HIREDNON-OWNED PROPERTY DAMAGE $ AUTOS ONLY x AUTOS ONLY (Per accident) $ A X UMBRELLA UAB X OCCUR UH2-A986296-00 07/18/2016 07/18/2017_EACH OCCURRENCE S 8,000,000 EXCESS LIAR CLAIMS-MADE AGGREGATE S 8,000,000 DED RETENTION$ $ WORKERS COMPENSATION PER OTH- AND EMPLOYERS'LIABILITY STATUTE ER ANYPROPRIETOR/PARTNER/EXECUTIVE Y/N NIA E.L.EACH ACCIDENT $ OFFICER/MEMBER EXCLUDED? (Mandatory in NH) E.L.DISEASE-EA EMPLOYEE $ If yes,describe under DESCRIPTION OF OPERATIONS below E.L.DISEASE-POLICY LIMIT $ B Professional Liability SLSLPRO26201216 11/30/2016 11/30/2017 $5,000,000 Each Claim/$6,000,[00 Aggregate DESCRIPTION OF OPERATIONS/LOCATIONS I VEHICLES (ACORD 101,Additional Remarks Schedule,may be attached if more space Is required) Certificate holder is named as Additional Insured as it relates to General Liability in accordance with the terms and conditions of the policy. CERTIFICATE HOLDER CANCELLATION City of Spokane Valley SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN 11707 E Sprague Ave.,Suite 106 ACCORDANCE WITH THE POLICY PROVISIONS. Spokane Valley,WA 99206 AUTHORIZED REPRESENTATIVE 9«, 1.— I The ACORD name and logo are registered marks of ACORD ©1988-2015 ACORD CORPORATION. All rights reserved. ACORD 25(2016/03) (11i s cer96rate replaces rsr88cete9 11899996 blued on 87e2917) CID:334605 SID:11900000 Certificate of Insurance (Con't) OTHER Coverage INSR TYPE OF INSURANCE ADDL WVD POLICY NUMBER EFFECTIVE DATE EXPIRATION DATE LIMIT LTR INSR SUBR (MM/DD/YY) (MM/DD/YY) A WA Stop Gap ZD2-A986295-00 07/18/2016 07/18/2017 $1.000,000 E.L.Each Disease $1,000,000 E.L Each Accident $1.000.000 EL Policy Limit Certificate`bf fn urattica-Cofl't, COMMERCIAL AUTO BUSINESS AUTO COVERAGE FORM Various provisions in this policy restrict coverage. SECTION I—COVERED AUTOS Read the entire policy carefully to determine rights, Rep Two of the Declarations shows the "autos" that duties and what is and is not covered. are,covered "autos" for each of your coverages. The Throughout this policy the words "you" and "your" re- folipwing numerical symbols describe the "autos"that fer to the Named Insured shown in the Declarations. ma be covered"autos".The symbols entered next to The words "we", us and our' refer to the Company a coverage on the Declarations designate the only providing this insurance. "autos"that are covered"autos". Other words and phrases that appear in quotation A. Description Of Covered Auto Designation marks have special meaning. Refer to Section V — Symbols Definitions. Symbol Description Of Covered Auto Designation Symbols 1 Any"Auto" 2 Owned "Autos" Only those"autos"you own(and'for Liability Coverage any"trailers"you don't own Only while attached to power units you own).This includes those"autos"you acquire ownership of after the policy begins. 3 Owned Private Only the private passenger"autos"you own.This includes those private passen- Passenger ger"autos"you acquire ownership of after the policy begins. "Autos"Only 4 Owned"Autos" Only those"autos"you own that are not of the private passenger type(and for Li- Other Than Pri- ability Coverage any"trailers"youtdon't own while attached to power units you vote Passenger own).This includes those"autos"hot of the private passenger type you acquire "Autos"Only ownership of after the policy begins. 5 Owned "Autos" Only those"autos"you own that are required to have No-Fault benefits in the state Subject To No- where they are licensed or principhlly garaged.This includes those"autos"you Fault acquire ownership of after the pol(cy begins provided they are required to have No- •M Fault benefits in the state where they are licensed or principally garaged. AM 6 Owned "Autos" Only those"autos"you own that because of the law in the state where they are Subject To A licensed or principally garaged are required to have and cannot reject Uninsured Compulsory Un- Motorists Coverage.This includes those"autos"you acquire ownership of after the insured Motor- policy begins provided they are subject to the same state uninsured motorists re- AV ists Law quirement. on 7 Specifically De- Only those"autos"described in hem Three of the Declarations for which a pre- scribed"Autos" mium charge is shown(and for Liability Coverage any"trailers"you don't own JOE while attached to any power unit described in Item Three). 8 Hired"Autos" Only those"autos"you lease,hire,rent or borrow.This does not include any"auto" Only you lease, hire,rent,or borrow from any of your"employees",partners(if you are a partnership),members(if you are a limited liability company)or members of their households. 9 Nonowned Only those"autos"you do not owh, lease, hire, rent or borrow that are used in "Autos"Only connection with your business.This includes"autos"owned by your"employees", IN partners(if you are a partnership),members(if you are a limited liability company), or members of their households but only while used in your business or your per- .111 sonal affairs. 19 Mobile Equip- Only those"autos"that are land vehicles and that would qualify under the definition IN ment Subject To of"mobile equipment"under this policy if they were not subject to a compulsory or Eig Compulsory Or financial responsibility law or other motor vehicle insurance law where they are Financial Re- licensed or principally garaged. sponsibility Or Other Motor Ve- hicle Insurance Law Only CA 00 01 03 06 ©ISO Properties, Inc., 2005 Page 1 of 12 011671 COMMERCIAL AUTO B. Owned Autos You Acquire After The Policy we will only pay for the "covered pollution cost or Begins expense" if there is either"bodily injury"or"prop- 1. If Symbols 1, 2, 3, 4, 5, 6 or 19 are entered erty damage"to which this insurance applies that next to a coverage in Item Two of the"autos" is caused by the same "accident". rations, then you have coverage for autos We have the right and duty to defend any "in- that you acquire of the type described for the sured" against a "suit" asking for such damages remainder of the policy period. or a "covered pollution cost or expense". How- ever, we have no duty to defend any "insured" 2. But, if Symbol 7 is entered next to a coverage against a "suit" seeking damages for "bodily in- in Item Two of the Declarations, an"auto"you jury"or"property damage"or a "covered pollution acquire will be a covered "auto" for that coy- erage only if: cost or expense"to which this insurance does not a. We alreadycover all"autos"thatyou own pl •We may investigate and settle any claim or "suit" as we consider appropriate. Our duty to de- for that coverage or it replaces an "auto" fend or settle ends when the Liability Coverage you previously owned that had that coy- Limit of Insurance has been exhausted by pay- erage;and Ment of judgments or settlements. b. You tell us within 30 days after you ac- 1. Who Is An Insured quire it that you want us to cover it for that The following are"insureds": coverage. C. Certain Trailers, Mobile Equipment And Tern- a. You for any covered"auto". porary Substitute Autos b. Anyone else while using with your per- If Liability Coverage is provided by this Coverage mission a covered "auto"you own, hire or Form, the following types of vehicles are also borrow except: covered"autos"for Liability Coverage: (1) The owner . or anyone else from whom you hire or borrow a covered 1. "Trailers" with a load capacity of 2,000 "auto". This exception does not apply pounds or less designed primarily for travel if the covered"auto" is a "trailer"Con- on public roads. netted to a covered"auto"you own. 2. "Mobile equipment" while being carried or (2) Your"employee"if the covered"auto" towed by a covered"auto". is owned by that "employee" or a 3. Any "auto" you do not own while used with member of his or her household. the permission of its owner as a temporary substitute for a covered"auto"you own that is (3) Someone using a covered auto out of service because of its: while he or she is working in a busi- ness of selling, servicing, repairing, • a. Breakdown; parking or storing "autos" unless that b.. Repair; business is yours. c. Servicing; (4) Anyone other than your"employees", d. "Loss";or partners (if you are a partnership), members (if you are a limited liability e. Destruction. company), or a lessee or borrower or SECTION II—UABILITY COVERAGE any of their "employees", while mov-1' ing property to or from a covered A. Coverage "auto". We will pay all sums an"insured"legally must pay (5) 'A partner(if you are a partnership),or as damages because of "bodily injury" or"prop- a member(if you are a limited liability erty damage" to which this insurance applies, company)for a covered"auto"owned caused by an "accident" and resulting from the by him or her or a member of his or ownership, maintenance or use of a covered her household. "auto". c. Anyone liable for the conduct of an "in- We will also pay all sums an "insured" legally sured" described above but only to the must pay as a"covered pollution cost or expense" extent of that liability. to which this insurance applies, caused by an "accident" and resulting from the ownership, maintenance or use of covered "autos". However, Page 2 of 12 ®ISO Properties, Inc.,2005 CA 00 01 03 06 COMMERCIAL AUTO 2. Coverage Extensions B. Exclusions a. Supplementary Payments This insurance does not apply to any of the fol- We will pay for the"insured": lowing: (1) All expenses we incur. 1. Expected Or Intended Injury (2) Up to $2,000 for cost of bail bonds "Bodily injury" or"property damage"expected or intended from the standpoint of the "in- (including bonds for related traffic law sured". violations) required because of an "accident" we cover. We do not have 2. Contractual to furnish these bonds. Liability assumed under any contract or (3) The cost of bonds to release attach- agreement. ments in any "suit" against the "in- But this exclusion does not apply to liability sured" we defend, but only for bond for damages: amounts within our Limit of Insur- a. Assumed in a contract or agreement that ance. is an "insured contract" provided the (4) All reasonable expenses incurred by "bodily injury" or "property damage" oc- the"insured"at our request, including curs subsequent to the execution of the actual loss of earnings up to $250 a contract or agreement;or day because of time off from work. .b. That the "insured" would have in the ab- (5) All costs taxed against the "insured" sence of the contract or agreement. in any "suit" against the "insured" we 3. Workers'Compensation defend. (6) All interest on the full amount of any Any obligation for,which the "insured" or the judgment that accrues after entry of "insured's" insurer may be held liable under the judgment in any "suit" against the any workers'compensation, disability benefits "insured" we defend, but our duty to or unemployment compensation law or any pay interest ends when we have paid, similar law. offered to pay or deposited in court 4. Employee Indemnification And Employer's -EM the part of the judgment that is within Liability our Limit of Insurance. "Bodily injury"to: rAIEThese payments will not reduce the Limit a. An"employee"of the"insured"arising out of Insurance. of and in the course of: _MEb. Out-Of-State Coverage Extensions (1) Employment by the Insured";or While a covered "auto" is away from the (2) Performing the duties related to the state where it is licensed we will: conduct of the "insured's" business; (1) Increase the Limit of Insurance for Li- or °+M ability Coverage to meet the limits b. The spouse, child, parent, brother or sis- ",� specified by a compulsory or financial ter of that "employee" as a consequence responsibility law of the jurisdiction of Paragraph a. above. where the covered "auto" is being .. used. This extensiondoes not apply This exclusion applies: qn to the limit or limits specified by any (1) Whether the "insured" may be liable law governing motor carriers of pas- as an employer or in any other ca- sengers or property. pacity; and AR , (2) Provide the minimum amounts and (2) To any obligation to Share damages types of other coverages,such as no- with or repay someone else who IIN fault, required of out-of-state vehicles must pay damages because of the in- by the jurisdiction where the covered jury. "auto"is being used. But this exclusion does not apply to"bodily in- We will not pay anyone more than once jury" to domestic "employees" not entitled to for the same elements of loss because of workers' compensation benefits or to liability these extensions. assumed by the "insured" under an "insured CA 00 01 03 06 ®ISO Properties, Inc.,2005 Page 3 of 12 011872 COMMERCIAL AUTO contract". For the purposes of the Coverage 10. Completed Operations Form, a domestic"employee" is a person en- "Bodily injury" or "property damage" arising gaged in household or domestic work per- out of your work after that work has been formed principally in connection with a resi- completed or abandoned. dence premises. In this exclusion, your work means: 5. Fellow Employee a. Work or operations performed by you or "Bodily injury"to any fellow"employee" of the on your behalf;and "insured" arising out of and in the course of b. Materials, parts or equipment furnished in the fellow "employee's" employment or while connection with such work or operations. performing duties related to the conduct of your business. Your work includes warranties or representa- 6. Care,Custody Or Control tions made at any time with respect to the fit- ness,quality, durability or performance of any "Property damage" to or "covered pollution of the items includeg in Paragraph a. or b. cost or expense" involving property owned or above. transported by the "insured" or in the "in Your work will be deemed completed at the sured's" care, custody or control.�But this ex- earliest of the following times: clusion does not apply to liability assumed under a sidetrack agreement. (1) When all of the work called for in your 7. Handling Of Property contract has been completed. "Bodily injury" or"property damage" resulting (2) When all of the work to be done at from the handling of property: the site has been completed if your contract calls for work at more than a. Before it is moved from the place where it one site. is accepted by the "insured" for move- ment into or onto the covered"auto";or (3) When that part of the work done at a job site has been put to its intended b. After it is moved from the covered "auto" use by any person or organization to the place where it is finally delivered by other than another contractor or sub- the"insured". contractor working on the same pro- 8. Movement Of Property By Mechanical De- ject. vice Work that may need service, maintenance, "Bodily injury" or "property damage" resulting correction, repair or replacement,but which is from the movement of property by a me- otherwise complete, will be treated as corn- chanical device (other than a hand truck) pleted. unless the device is attached to the covered 11. Pollution • "auto". "Bodily injury" or "property damage" arising 9. Operations out of the actual, alleged or threatened dis- "Bodily injury" or "property damage" :rising charge,. dispersal, seepage, migration, re- out of the operation of: lease or escape of"pollutants": a. Any equipment listed in Paragraphs 6.b. a. That are, or that are contained in any ., and 6.c. of the definition of "mobile property that is: equipment";or (1) Being transported or towed by, han- b. Machinery or r 'lipment that is on, at- died, or handled for movement into, tached to, or 1. of, a land vehicle that onto or from,the.covered"auto"; would qualify ur Jer the definition of"mo- (2) Otherwise in the course of transit by bile equipment" if it were not sub 1 to a or on behalf of the"insured";or compulsory or financial responsi! '✓ law (3) Being stored, disposed of, treated or or other motor vehicle insuran,.a law processed In or upon the covered where it is licensed or principally garaged. "auto"; b. Before the "pollutants" or any property in which the "pollutants" are contained are moved from the place where they are ac- Page 4 of 12 0 ISO Properties, Inc.,2005 CA 00 01 03 06 COMMERCIAL AUTO cepted by the"insured"for movement into ernmental authority in hindering or de- or onto the covered"auto";or fending against any of these. c. After the "pollutants" or any property in 13. Racing which the "pollutants" are contained are Covered "autos" while used in any profes- moved from the covered "auto" to the sional or organized racing or demolition con- place where they are finally delivered, test or stunting activity, or while practicing for disposed of or abandoned by the "in- such contest or activity. This insurance also sured". does not apply while that covered "auto" is Paragraph a. above does not apply to fuels, being prepared for such a contest or activity. lubricants, fluids, exhaust gases or other simi- C. Limit Of Insurance lar "pollutants" that are needed for or result from the normal electrical, hydraulic or me- Regardless of the number of covered "autos", "in- chanical functioning of the covered "auto" or sureds", premiums paid, claims made or vehicles its parts, if: involved in the"accident",the most we will pay for the total of all damages and "covered pollution (1) The "pollutants" escape, seep, mi- cost or expense" combined, resulting from any grate, or are discharged,dispersed or one "accident"is the Limit of Insurance for Liabil- released directly from an "auto" part ity Coverage shown in the Declarations. designed by its manufacturer to hold, store, receive or dispose of such"pol- All "bodily injury", "property damage" and "cov- lutants'; and ered pollution cost or expense" resulting from (2) The "bodily injury", "property dam- continuous or repeated exposure to substantially the same conditions will be considered as result- age" or"covered pollution cost or ex- Mg from one"accident". pense" does not arise out of the op- eration of any equipment listed in No one will be entitled to receive duplicate pay- Paragraphs 6.b. and 6.c. of the defi- ments for the same elements of"loss" under this nition of"mobile equipment". Coverage Form and any Medical Payments Cov- erage Endorsement, Uninsured Motorists Cover- Paragraphs b. and c. above of this exclusion age Endorsement or Underinsured Motorists do not apply to "accidents" that occur away Coverage Endorsement attached to this Cover- • from premises owned by or rented to an "in- age Part. sured" with respect to "pollutants" not in or • All upon a covered"auto"if: SECTION Ill—PHYSICAL DAMAGE COVERAGE m (1) The "pollutants" or any property in A. Coverage which the "pollutants" are contained 1. We will pay for"loss" to a covered "auto" or are upset, overturned or damaged as its equipment under: cla a result of the maintenance or use of a. Comprehensive Coverage onE a covered"auto";and From any cause except: NEE (2) The discharge, dispersal, seepage, (1)'The covered "auto's" collision with IN migration, release or escape of the "pollutants"is caused directly by such another object;or upset, overturn or damage. (2) The covered"auto's"overturn. AS 12. Warb. Specified Causes Of Loss Coverage AM "Bodily injury" or "property damage" arising ' Caused by: directly or indirectly out of: (1) Fire,lightning or explosion; DEE a. War, including undeclared or civil war; (2) Theft; JIE b. Warlike action by a military force, includ- (3) Windstorm,hail or earthquake; ing action in hindering or defending ffiN against an actual or expected attack, by (4) Flood; any government, sovereign or other au- (5) Mischief or vandalism; or thority using military personnel or other (6) The sinking, burning, collision or de- agents; or railment of any conveyance transport- c. Insurrection, rebellion, revolution, ing the covered"auto". usurped power, or action taken by gov- CA 00 01 03 06 0 ISO Properties, Inb.,2005 Page 5 of 12 011673 COMMERCIAL AUTO c. Collision Coverage (1) Other than collision only if the Decla- rations indicate that Comprehensive Caused by: Coverage is provided for any covered (1) The covered "auto's" collision with "auto"; another object;or (2) Specified Causes Of Loss only if the (2) The covered"auto's"overturn. Declarations indicate that Specified 2. Towing Causes Of Loss Coverage is pro- videdWe will pay up to the limit shown in the for any covered"auto";or Decla- rations for towing and labor costs incurred (3) Collision only if the Declarations indi- each time a covered "auto" of the private cate that Collision Coverage is pro- passenger type is disabled. However, the la- vided for any covered"auto". bor must be performed at the place of dis- However, the most we will pay for any ablement. expenses for loss of use is $20 per day, 3. Glass Breakage—Hitting A Bird Or Animal to a maximum of$600. —Falling Objects Or Missiles B. Exclusions If you carry Comprehensive Coverage for the 1. We will not pay for"loss"caused by or result- damaged covered "auto", we will pay for the ing from any of the following. Such "loss" is following under Comprehensive Coverage: excluded regardless of any other cause or a. Glass breakage; event that contributes concurrently or in any b. "Loss" caused by hitting a bird or animal; sequence to the"loss". and a. Nuclear Hazard c. "Loss" caused by falling objects or mis- (1) The explosion of any weapon em- sites. ploying atomic fission or fusion;or However, you have the option of having glass (2) Nuclear reaction or radiation, or ra- breakage caused by a covered "auto's" colli- dioactive contamination, however sion or overturn considered a "loss" under caused. Collision Coverage. b. War Or Military Action 4. Coverage Extensions (1) War, including undeclared or civil a. Transportation Expenses war; We will pay up to $20 per day to a maxi- (2) Warlike action by a military force, in- mum of$600 for temporary transportation cluding action in hindering or defend- expense incurred by you because of the ing against an actual or expected at- total theft of a covered "auto" of the pri- tack, by any government, sovereign • vate passenger type.We will pay only for or other authority using military per- those covered"autos"for which you carry sonnet or other agents; or either Comprehensive or Specified (3) Insurrection, rebellion, revolution, Causes of Loss Coverage.We will pay for usurped power or action taken by temporary transportation expenses in- governmental authority in hindering curred during the period beginning 48 or defending against any of these. • hours after the theft and ending, regard- 2. We will not pay for "loss" to any covered less of the policy's expiration, when the "auto" while used in any professional or or- covered "auto" is returned to use or we ganized racing or demolition contest or stunt- ing activity,its"loss". ing activity, or while practicing for such con- b. Loss Of Use Expenses test or activity. We will also not pay for"loss" For Hired Auto Physical Damage, we will to any covered "auto" while that covered pay expenses for which an "insured" be- "auto"is being prepared for such a contest or comes legally responsible to pay for loss activity. of use of a vehicle rented or hired without 3. We will not pay for"loss"caused by or result- a driver, under a written rental contract or ing from any of the following unless caused agreement. We will pay for loss of use by other "loss" that is covered by this insur- expenses if caused by: ance: Page 6 of 12 ®ISO Properties, Inc.,2005 CA 00 01 03 06 COMMERCIAL AUTO a. Wear and tear, freezing, mechanical or C. Limit Of Insurance electrical breakdown. 1. The most we will pay for "loss" in any one b. Blowouts, punctures or other road dam- "accident"is the lesser of: age to tires. a. The actual cash value of the damaged or 4. We will not pay for"loss"to any of the follow- stolen property as of the time of the ing: "loss"; or a. Tapes, records, discs or other similar au- b. The cost of repairing or replacing the dio, visual or data electronic devices de- damaged or stolen property with other signed for use with audio, visual or data property of like kind and quality. electronic equipment. 2. An adjustment for depreciation and physical b. Any device designed or used to detect condition will be made in determining actual speed measuring equipment such as ra- cash value in the event of a total"loss". dar or laser detectors and any jamming 3. If a repair or replacement results in better apparatus intended to elude or disrupt than like kind or quality,we Will not pay for the speed measurement equipment. amount of the betterment. c. Any electronic equipment, without regard D. Deductible to whether this equipment is permanently For each covered"auto",our obligation to pay for, installed,that receives or transmits audio, repair, return or replace damaged or stolen prop- signedinel or datalelsignals and that is notn de-f arty will be reduced by the applicable deductible solely for the reproduction of shown in the Declarations. Any Comprehensive sound. Coverage deductible shown in the Dedarations d. Any accessories used with the electronic does not apply to "loss" caused by fire or light- equipment described in Paragraph c. ning. above. SECTION IV—BUSINESS AUTO CONDITIONS Exclusions 4.c.and 4.d.do not apply to: The following conditions apply in addition to the a. Equipment designed solely for the repro- Common Policy Conditions: duction of sound and accessories used A. Loss Conditions • with such equipment, provided such ..W equipment is permanently installed in the 1. Appraisal For Physical Damage Loss covered "auto"at the time of the "loss" or If you and we disagree on the amount of such equipment is removable from a "loss", either may demand an appraisal of the housing unit which is permanently in- "loss". In this event, each party will select a stalled in the covered"auto"at the time of competent appraiser. The two appraisers will • AU the "loss", and such equipment is de- select a competent and impartial umpire. The signed to be solely operated by use of the appraisers will state separately the actual enW power from the"auto's"electrical system, cash value and amount of loss". If they fail to in or upon the covered"auto"; or agree, they will submit their differences to the b. Any other electronic equipment that is: umpire. A decision agreed to by any two will (1) Necessary for the normal operation of be binding.Each party will: • the covered "auto" or the monitoring a. Pay its chosen appraiser;and of the covered "auto's" operating sys- b. Bear the other expenses of the appraisal „ tem;or and umpire equally. riW AS (2) An integral part of the same unit If we submit to an appraisal,we will stiN retain housing any sound reproducing our right to deny the claim. equipment described in Paragraph a. above and permanently installed in 2. Duties In The Event Of Accident, Claim, ME the opening of the dash or console of Suit Or Loss • li the covered "auto" normally used by We have no duty to provide coverage under the manufacturer for installation of a this policy unless there has been full compli- radio. ance with the following duties: 5. We will not pay for"loss"to a covered "auto" a. In the event of"accident", claim, "suit" or due to"diminution in value". "loss", you must give us or our authorized CA 00 01 03 06 ®ISO Properties, Inc., 2005 Page 7 of 12 011874 COMMERCIAL AUTO representative prompt notice of the "acci- b. Under Liability Coverage, we agree in dent"or"loss". Include: writing that the "insured" has an obliga- (1) How, when and where the "accident" tion to pay or until the amount of that ob- or"loss"occurred; ligation has finally been.determined by judgment after trial. No one has the right (2) The "insured's" name and address; under this policy to bring us into an action and to determine the"insured's"liability. (3) To the extent possible, the names 4. Loss Payment — Physical Damage Cover- and addresses of any injured persons ages and witnesses. At our option we may: b. Additionally, you and any other involved "insured"must: a. Pay for,repair or replace damaged or sto- len property; (1) Assume no obligation, make no pay- ment or incur no expense without our b. Return the stolen property, at our ex- ense. Weany consent, except at the "insured's" pesutts to the wi111 payff or the damage that theft;or own cost. (2) Immediately send us copies of any c. Take all or any part of the damaged or request, demand, order, notice, stolen property at an agreed or appraised summons or legal paper received value. concerning the claim or"suit". If we pay for the "loss", our payment will in- (3) Cooperate with us in the investigation clude the applicable sales tax for the dam- or settlement of the claim or defense aged or stolen property. against the"suit". 5. Transfer Of Rights Of Recovery Against (4) Authorize us to obtain medical re- Others To Us cords or other pertinent information. If any person or organization to or for whom (5) Submit to examination, at our ex- we make payment under this Coverage Form pense, by physicians of our choice, has rights to recover damages from another, as often as we reasonably require. those rights are transferred to us.That person or organization must do everything necessary c. If there is "loss" to a covered "auto"or its to secure our rights and must do nothing after equipment you must also do the follow- "accident"or"loss"to impair them. ing: B. General Conditions (1) Promptly notify the police if the cov- ered "auto" or any of its equipment is 1. Bankruptcy stolen. Bankruptcy or insolvency of the "insured" or (2) Take all reasonable steps to protect the"insured's"estate will not relieve us of any the covered "auto" from further dam- obligations under this Coverage Form. age. Also keep a record of your ex- 2. Concealment,Misrepresentation Or Fraud penses for consideration in the set- This Coverage Form is void in any case of tlement of the claim. fraud by you at any time as it relates to this (3) Permit us to inspect the covered' Coverage Form. ft is also void if you or any • "auto" and records proving the "loss" other"insured", at any time, intentionally con- before its repair or disposition. ceal or misrepresent a material fact concern- (4) Agree to examinations under oath at ing: our request and give us a signed a. This Coverage Form; statement of your answers. b. The covered"auto"; 3. Legal Action Against Us c. Your interest in the covered"auto";or No one may bring a legal action against us. d. A claim under this Coverage Form. under this Coverage Form until: a. There has been full compliance with all $ Liberalization the terms of this Coverage Form;and If we revise this Coverage Form to provide more coverage without additional premium Page 8 of 12 ©ISO Properties, Inc.,2005 CA 00 01 03 06 COMMERCIAL AUTO charge, your policy will automatically provide for the balance, if any. The due date for the additional coverage as of the day the re- the final premium or retrospective pre- vision is effective in your state. mium is the date shown as the due date 4. No Benefit To Bailee — Physical Damage on the bill. If the estimated total premium Coverages exceeds the final premium due, the first Named Insured will get a refund. We will not recognize any assignment or b. If this policy is issued for more than one grant any coverage for the benefit of any per- year,the premium for this Coverage Form son or organization holding, storing or trans- will be computed annually based on our porting property for a fee regardless of any rates or premiums in effect at the begin- other provision of this Coverage Form. ning of each year of the policy. 5. Other Insurance 7. Policy Period,Coverage Territory a. For any covered "auto" you own, this Coverage Form provides primary insur- Under this Coverage Form, we cover "acci- ance. For any covered "auto" you don't dents"and "losses"occurring: own, the insurance provided by this Coy- a. During the policy period shown in the • erage Form is excess over any other col- Declarations; and lectible insurance. However, while a coy- b. Within the coverage territory. ered "auto" which is a "trailer" is con- nected to another vehicle, the Liability The coverage territory is: Coverage this Coverage Form provides a. The United States of America; for the"trailer"is: b. The territories and possessions of the (1) Excess while it is connected to a mo- United States of America; tor vehicle you do not own. c. Puerto Rico; (2) Primary while it is connected to a d. Canada; and covered"auto"you own. e. Anywhere in the world if: b. For Hired Auto Physical Damage Cover- (1) A covered "auto" of the private pas- age, any covered "auto" you lease, hire, senger type is leased, hired, rented rent or borrow is deemed to be a covered "auto" you own. However, any "auto"that or borrowed without a driver for a pe- is leased, hired, rented or borrowed with riod of 30 days or less;and ' a driver is not a covered"auto". (2) The "insured's" responsibility to pay m= damages is determined in a"suit" on : c. Regardless of the provisions of Para- the merits, in the United States of MiN graph.a. above, this Coverage Form's Li- America,i the territoriesheUnand posses- sions oa ability Coverage is primary for any liability sions of the United States of America, assumed under an"insured contract". Puerto Rico, or Canada or in a set- d. When this Coverage Form and any other tlement we agree to. Coverage Form or policy covers on the We also cover"loss"to, or"accidents"involy- same basis, either excess or primary, we will pay only our share. Our share is the ing, a covered "auto" while being transported proportion that the Limit of Insurance of between any of these places. our Coverage Form bears to the total of 8. Two Or More Coverage Forms Or Policies the limits of all the Coverage Forms and Issued By Us AM policies covering on the same basis. If this Coverage Form and any other Cover- al E 6. Premium Audit age Form or policy issued to you by us er any a. The estimated premium for this Coverage company affiliated with us apply to the same Form is based on the exposures you told "accident", the aggregate maximum Limit of •us you would have when this policy be- Insurance under all the Coverage Forms or rffl gan. We will compute the final premium policies shall not exceed the highest applica- due when we determine your actual ex- ble Limit.of Insurance under any one Cover- posures.The estimated total premium will age Form or policy. This condition does not be credited against the final premium due apply to any Coverage Form or policy issued and the first Named Insured will be billed by us or an affiliated company specifically to CA 00 01 03 06 • ©ISO Properties, Inc., 2005 Page 9 of 12 011876 COMMERCIAL AUTO apply as excess insurance over this Cover-• cepted by the"insured"for movement into age Form. or onto the covered"auto";or SECTION V—DEFINITIONS c. After the "pollutants" or any property in A. "Accident" includes continuous or repeated expo- which the "pollutants" are contauned are sure to the same conditions resulting in"bodily in- moved from the covered auto to the jury"or"property damage". place where they are finally delivered, disposed of or abandoned by the "in- B. "Auto"means: sured". 1. A land motor vehicle, "trailer' or semitrailer Paragraph a. above does not apply to fuels, designed for travel on public roads;or lubricants,fluids,exhaust gases or other simi- 2. Any other land vehicle that is subject to a lar "pollutants" that are needed for or result compulsory or financial responsibility law or from the normal electrical, hydraulic or me- other motor vehicle insurance law where it is chanical functioning of the covered "auto" or licensed or principally garaged. its parts,if: However, "auto" does not include "mobile equip- (1) The "pollutants" escape, seep, mi- ment". grate,or are discharged,dispersed or C. "Bodily injury" means bodily injury, sickness or released directly from an "auto" part disease sustained by a person'including death designed by its manufacturer to hold, resulting from any of these. store, receive or dispose of such"pol- lutants ; and D. "Covered pollution cost or expense" means any (2) The "bodily injury", "property dam- ' cost or expense arising out of: age" or"covered pollution cost or ex- 1. Any request, demand, order or statutory or pense" does not arise out of the op- regulatory requirement that any "insured" or eration of any equipment listed in others test for, monitor, clean up, remove, Paragraph 6.b. or 6.c. of the defini- contain, treat, detoxify or neutralize, or in any tion of"mobile equipment". way respond to, or assess the effects of"pol- Paragraphs b. and c. above do not apply to lutants"; or "accidents" that occur away from premises 2. Any claim or"suit" by or on behalf of a gov- owned by or rented to an "insured" with re- emmental authority for damages because of spect to"pollutants" not in or upon a covered testing for, monitoring, cleaning up, removing, "auto"if: containing, treating, detoxifying or neutraliz- (1) The "pollutants" or any property in ing, or in any way responding to or assessing which the "pollutants" are contained the effects of"pollutants". are upset, overturned or damaged as ' "Covered pollution cost or expense" does not in- a result of the maintenance or use of dude any cost or expense arising out of the ac- a covered"auto";and tual, alleged or threatened discharge, dispersal, (2) The discharge, dispersal, seepage, seepage, migration, release or escape of"pollut- migration, release or escape of the ants": "pollutants" is caused directly by such a. That are, or that are contained in any upset,overturn or damage. property that is: E. "Diminution in value" means the actual or per- '• (1) Being transported or towed by, han- ceived loss in market value or resale value which died, or handled for movement into, results from a direct and accidental"loss". • onto or from the covered"auto"; F. 'Employee" includes a "leased worker. "Em- (2) Otherwise in the course of transit by ployee"does not include a"temporary worker'. or on behalf of the"insured"; G. "Insured"means any person or organization quali- (3) Being stored,disposed of, treated or Eying as an insured in the Who Is An Insured pro- processed in or upon the covered vision of the applicable coverage. Except with re- "auto"; spect to the Limit of Insurance, the coverage af- b. Before the "pollutants" or any property in forded applies separately to each insured who is which the "pollutants" are contained are seeking coverage or against whom a claim or moved from the place where they are ac- "suit"is brought. Page 10 of 12 ©ISO Properties, Inc.,2005 CA 00 01 03 06 COMMERCIAL AUTO H. "Insured contract"means: "Leased worker" does not include a "temporary 1. A lease of premises; worker". 2. A sidetrack agreement; J. "Loss" means direct and accidental loss or dam- age. 3. Any easement or license agreement, except K. "Mobile equipment" means any of the following in connection with construction or demolition types of land vehicles, including any attached operations on or within 50 feet of a railroad; machinery or equipment: 4. An obligation, as required by ordinance,to in- 1. Bulldozers,farm machinery,forklifts and other demnify a municipality, except in connection vehicles designed for use principally off public with work for a municipality; roads; 5. That part of any other contract or agreement 2. Vehicles maintained for use solely on or next pertaining to your business (including an in- to premises you own or rent; in- demnification of a municipality in connection with work performed for a municipality) under 3. Vehicles that travel on crawler treads; which you assume the tort liability of another 4. Vehicles, whether self-propelled or not, main- to pay for"bodily injury"or"property damage" tained primarily to provide mobility to perma- to a third party or organization. Tort liability nently mounted: means a liability that would be imposed by a. Power cranes, shovels, loaders, diggers law in the absence of any contract or agree- or drills;or ment; 6. That part of any contract or agreement en- b. Road construction or resurfacing equip- tered into, as part of your business,pertaining ment such as graders,scrapers or rollers. to the rental or lease, by you or any of your 5. Vehicles not described in Paragraph 1.,2., 3., "employees", of any "auto". However, such or 4.above that are not self-propelled and are contract or agreement shall not be considered maintained primarily to provide mobility to an "insured contract"to the extent that it obli- permanently attached equipment of the fol- gates you or any of your "employees" to pay lowing types: for"property damage"to any"auto" rented or a. Air compressors, pumps and generators, .� leased by you or any of your"employees"• including spraying, welding, building An "insured contract"does not include that part of cleaning,geophysical exploration,lighting AV any contract or agreement: and well servicing equipment; or a. That indemnifies a railroad for"bodily in- b. Cherry pickers and similar devices used _W jury" or "property damage" arising out of to raise or lower workers. KW construction or demolition operations, 6. Vehicles not described in Paragraph 1., 2., 3. within 50 feet of any railroad property and or 4.above maintained primarily for purposes affecting any railroad bridge or trestle, other than the transportation of persons or oilM tracks, roadbeds, tunnel, underpass or cargo. However, self-propelled vehicles with crossing; or the following types of permanently attached —IRb. That pertains to the loan, lease or rental equipment are not"mobile equipment"but will NE of an "auto" to you or any of your "em- ployees", if the"auto"is loaned, leased or a. Equipment designed primarily for. rented with a driver;or Snow removal; c. That holds a person or organization en- (1)( ) Road maintenance, but not construo- „ gaged in the business of transporting tion or resurfacing; or AM property by "auto" for hire harmless for ca= your use of a covered "auto"over a route (3) Street cleaning; MPP or territory that person or organization is b. Cherry pickers and similar devices se authorized to serve by public authority. mounted on automobile or truck chassis u:n I. "Leased worker" means a person leased to you and used to raise or lower workers;and by a labor leasing firm under an agreement be- c. Air compressors, pumps and generators, tween you and the labor leasing firm, to perform including spraying, welding, building duties related to the conduct of your business. cleaning,geophysical exploration,lighting or well servicing equipment. CA 00 01 03 06 ©ISO Properties, Inc.,2005 Page 11 of 12 011678 COMMERCIAL AUTO However, "mobile equipment" does not include to which this insurance applies, are alleged. land vehicles that are subject to a compulsory or "Suit"includes: financial responsibility law or other motor vehicle• a. An arbitration proceeding in which such insurance law where it is licensed or principallydamages or "covered pollution costs or garaged. Land vehicles subject to a compulsory expenses"are claimed and to which the or financial responsibility law or other motor vehi- "insured"must submit or does submit with cle insurance law are considered"autos". our consent;or L. "Pollutants" means any solid, liquid, gaseous or b. Any other alternative dispute resolution thermal irritant or contaminant, including smoke, proceeding in which such damages or vapor, soot, fumes, acids, alkalis, chemicals and "covered pollution costs or expenses"are waste. Waste includes materials to be recycled, claimed and to which the insured submits reconditioned or reclaimed. with our consent. M. "Property damage" means damage to or loss of use of tangible property. O. "'temporary worker" means a person who is fur- hed to you to substitute for a permanent "em- N. "Suit"means a civil proceeding in which: p lyeb" on leave or to Meet seatonal or short- 1. Damages because of"bodily injury" or "prop- tikrm workload conditions. erty damage";or P. "trailer"includes semitrailer. 2. A"covered pollution cost or expense", • Page 12 of 12 ®ISO Properties, Inc.4 2005 CA 00 01 03 06 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 behatf 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 Insured with permission of the owner; The following is added to SECTION IV — 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 We waive any right of recovery we may have tenant for "property damage" to 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 organization. This waiver applies onlyto maintenance or use of aircraft, "autos" person or or g pp 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.AII 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. 8. Medical Payments — Extended Reporting 12. Unintentional Failure to Disclose Hazards Period The following is added to SECTION IV — a. SECTION I—COVERAGES, COVERAGE C— COMMERCIAL GENERAL LIABILITY 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 (b) The expenses are incurred and reported the inception date of the policy provided such 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 ZD2 A986295 00 0901330 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. ADDITIONAL INSURED - PRIMARY AND NON-CONTRIBUTORY This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART The following is added to SECTION IV — damage" to premises rented to the COMMERCIAL GENERAL LIABILITY CONDITIONS, Additional Insured or temporarily occupied Paragraph 4.Other Insurance: by the Additional with permission of the owner; or Additional Insured—Primary and Non-Contributory (iv) If the loss arises out of the maintenance or If you agree in a written contract, written agreement or use of aircraft, "autos" or watercraft to the permit that the insurance provided to any person or extent not subject to Exclusion g. of organization included as an Additional Insured under SECTION I — COVERAGE A — BODILY SECTION II — WHO IS AN INSURED, is primary and INURY AND PROPERTY DAMAGE non-contributory, the following applies: LIABILITY. If other valid and collectible insurance is available to (b) When this insurance is excess, we will have the Additional Insured for a loss we cover under no duty under Coverages A or B to defend the Coverages A or B of this Coverage Part, our insured against any "suit" if any other insurer obligations are limited as follows: has a duty to defend the insured against that (1) Primary Insurance "suit". If no other insurer defends, we will This insurance is primary to other insurance that is undertake to do so, but we will be entitled to available to the Additional Insured which covers the insured's rights against all those other the insurers. Additional Insured as a Named Insured. We will (c) When this insurance is excess over other not seek contribution from any other insurance Insurance, we will pay only our share of the available to the Additional Insured except: amount of the loss, if any, that exceeds the sum of: (a) For the sole negligence of the Additional (i) The total amount that all such other Insured; insurance would pay for the loss in the (b) When the Additional Insured is an Additional absence of this insurance; and Insured under another primary liability policy; (ii) The total of all deductible and self insured or amounts under all that other insurance. (c) When (2) below applies. We will share the remaining loss, if any, with If this insurance is primary, our obligations are not any other insurance that is not described in this affected unless any of the other insurance is also Excess Insurance provision and was not primary. Then, we will share with all that other bought specifically to apply in excess of the insurance by the method described in (3) below. Limits of Insurance shown in the Declarations (2) Excess Insurance of this Coverage Part. (a) This insurance is excess over any of the other (3) Method Of Sharing insurance, whether primary, excess, (a) If all of the other insurance permits contingent or on any other basis: contribution by equal shares, we will follow this (i) That is Fire, Extended Coverage, Builder's method also. Under this approach each Risk, Installation Risk or similar coverage insurer contributes equal amounts until it has for"your work"; paid its applicable limit of insurance or none of (ii) That is Fire insurance for premises rented the loss remains,whichever comes first to the Additional Insured or temporarily (b) If any of the other insurance does not permit occupied by the Additional Insured with contribution by equal shares,we will contribute permission of the owner; by limits. Under this method, each insurer's (iii)That is insurance purchased by the share is based on the ratio of its applicable Additional Insured to cover the Additional limit of insurance to the total applicable limits Insured's liability as a tenant for "property of insurance of all insurers. ALL OTHER TERMS, CONDITIONS,AND EXCLUSIONS REMAIN UNCHANGED. 421-0452 12 14 Includes copyrighted materials of Insurance Services Office,Inc.,with its permission, Page 1 of 1