Loading...
18-029.00 Fehr & Peers: NE Industrial Area SRTC Model Update I g -azo AGREEMENT FOR PROFESSIONAL SERVICES Fehr and Peers THIS AGREEMENT is made by and between the City of Spokane Valley,a code City of the State of Washington,hereinafter"City"and Fehr and Peers,hereinafter"Consultant,"jointly referred to as"Parties." IN CONSIDERATION of the terms and conditions contained herein,the Parties agree as follows: 1.Work to Be Performed. Consultant shall provide all labor,services,and material to satisfactorily complete the Scope of Services,attached as Exhibit A. A. Administration. The City Manager or designee shall administer and be the primary contact for Consultant. Prior to commencement of work,Consultant shall contact the City Manager or designee to review the Scope of Services, schedule, and date of completion. Upon notice from the City Manager or designee,Consultant shall commence work,perform the requested tasks in the Scope of Services, stop work, and promptly cure any failure in performance under this Agreement. B. Representations. City has relied upon the qualifications of Consultant in entering into this Agreement. By execution of this Agreement,Consultant represents it possesses the ability,skill,and resources necessary to perform the work and is familiar with all current laws,rules, and regulations which reasonably relate to the Scope of Services. No substitutions of agreed-upon personnel shall be made without the prior written consent of City. Consultant represents that the compensation as stated in paragraph 3 is adequate and sufficient for the timely provision of all professional services required to complete the Scope of Services under this Agreement. Consultant shall be responsible for the technical accuracy of its services and documents resulting therefrom, and City shall not be responsible for discovering deficiencies therein. Consultant shall correct such deficiencies without additional compensation except to the extent such action is directly attributable to deficiencies in City-furnished information. C.Standard of Care. Consultant shall exercise the degree of skill and diligence normally employed by professional consultants engaged in the same profession,and performing the same or similar services at the time such services are performed. D. Modifications. City may modify this Agreement and order changes in the work whenever necessary or advisable. Consultant shall accept modifications when ordered in writing by the City Manager or designee, so long as the additional work is within the scope of Consultant's area of practice. Compensation for such modifications or changes shall be as mutually agreed between the Parties. Consultant shall make such revisions in the work as are necessary to correct errors or omissions appearing therein when required to do so by City without additional compensation. 2. Term of Contract. This Agreement shall be in full force and effect upon execution and shall remain in effect until completion of all contractual requirements have been met as determined by City. Consultant shall complete its work by March 31,2018,unless the time for performance is extended in writing by the Parties. Either Party may terminate this Agreement for material breach after providing the other Party with at least 10 Agreement for Professional Services(with professional liability coverage) Page 1 of 6 days' prior notice and an opportunity to cure the breach. City may,in addition,terminate this Agreement for any reason by 10 days'written notice to Consultant. In the event of termination without breach,City shall pay Consultant for all work previously authorized and satisfactorily performed prior to the termination date. 3.Compensation. City agrees to pay Consultant$5,000,(which includes Washington State Sales Tax if any is applicable) as full compensation for everything done under this Agreement, as set forth in Exhibit B. Consultant shall not perform any extra, further, or additional services for which it will request additional compensation from City without a prior written agreement for such services and payment therefore. 4. Payment. Consultant shall be paid monthly upon presentation of an invoice to City. Applications for payment shall be sent to the City Finance Department at the below-stated address. City reserves the right to withhold payment under this Agreement for that portion of the work(if any)which is determined in the reasonable judgment of the City Manager or designee to be noncompliant with the Scope of Services,City standards,City Code,and federal or state standards. 5.Notice. Notices other than applications for payment shall be given in writing as follows: TO THE CITY: TO THE CONSULTANT: Name: Christine Bainbridge,City Clerk Name:Chris Breiland@fehrandpeers.com Phone: (509)720-5000 Phone:206-576-4217 Address: 10210 East Sprague Avenue Address: 1001 4th Avenue, Suite 4120 Spokane Valley, WA 99206 Seattle WA 98154 6.Applicable Laws and Standards. The Parties,in the performance of this Agreement,agree to comply with all applicable federal,state,and local laws and regulations. Consultant warrants that its designs,construction documents,and services shall conform to all federal,state,and local statutes and regulations. 7. Certification Regarding Debarment, Suspension, and Other Responsibility Matters — Primary Covered Transactions. A.By executing this Agreement,the Consultant certifies to the best of its knowledge and belief that it and its principals: 1. Are not presently debarred, suspended, proposed for debarment, declared ineligible,or voluntarily excluded from covered transactions by any federal department or agency; 2. Have not within a three-year period preceding this proposal been convicted of or had a civil judgment rendered against them for commission of fraud or a criminal offense in connection with obtaining, attempting to obtain, or performing a public (federal, state, or local)transaction or contract under a public transaction;violation of federal or state antitrust statutes or commission of embezzlement,theft,forgery,bribery,falsification or destruction of records,making false statements,or receiving stolen property; 3. Are not presently indicted for or otherwise criminally or civilly charged by a governmental entity (federal, state, or local) with commission of any of the offenses enumerated in paragraph(A)(2)of this certification;and 4. Have not within a three-year period preceding this application/proposal had one or more Agreement for Professional Services(with professional liability coverage) Page 2 of 6 public transactions(federal, state,or local)terminated for cause or default. B. Where the prospective primary participant is unable to certify to any of the statements in this certification, such prospective participant shall attach an explanation to this Agreement. 8.Relationship of the Parties. It is understood and agreed that Consultant shall be an independent contractor and not the agent or employee of City,that City is interested in only the results to be achieved, and that the right to control the particular manner,method,and means in which the services are performed is solely within the discretion of Consultant. Any and all employees who provide services to City under this Agreement shall be deemed employees solely of Consultant. The Consultant shall be solely responsible for the conduct and actions of all its employees under this Agreement and any liability that may attach thereto. 9.Ownership of Documents. All drawings,plans,specifications,and other related documents prepared by Consultant under this Agreement are and shall be the property of City, and may be subject to disclosure pursuant to chapter 42.56 RCW or other applicable public record laws. The written, graphic, mapped, photographic, or visual documents prepared by Consultant under this Agreement shall, unless otherwise provided, be deemed the property of City. City shall be permitted to retain these documents, including reproducible camera-ready originals of reports,reproduction quality mylars of maps,and copies in the form of computer files,for the City's use. City shall have unrestricted authority to publish,disclose,distribute, and otherwise use, in whole or in part,any reports,data,drawings, images,or other material prepared under this Agreement,provided that Consultant shall have no liability for the use of Consultant's work product outside of the scope of its intended purpose. 10.Records. The City or State Auditor or any of their representatives shall have full access to and the right to examine during normal business hours all of Consultant's records with respect to all matters covered in this Agreement. Such representatives shall be permitted to audit,examine,make excerpts or transcripts from such records,and to make audits of all contracts,invoices,materials,payrolls,and record of matters covered by this Agreement for a period of three years from the date final payment is made hereunder. 11. Insurance. Consultant shall procure and maintain for the duration of the Agreement, insurance against claims for injuries to persons or damage to property which may arise from or in connection with the performance of the work hereunder by Consultant, its agents,representatives,employees,or subcontractors. A.Minimum Scope of Insurance. Consultant shall obtain insurance of the types described below: 1.Automobile liability insurance covering all owned,non-owned,hired,and leased vehicles. Coverage shall be written on Insurance Services Office(ISO)form CA 00 01 or a substitute form providing equivalent liability coverage. 2. Commercial general liability insurance shall be at least as broad as ISO occurrence form CG 00 01 and shall cover liability arising from premises,operations,stop-gap independent contractors and personal injury,and advertising injury. City shall be named as an additional insured under Consultant's commercial general liability insurance policy with respect to the work performed for the City using an additional insured endorsement at least as broad as ISO CG 20 26. 3. Workers' compensation coverage as required by the industrial insurance laws of the State of Washington. Agreement for Professional Services(with professional liability coverage) Page 3 of 6 4.Professional liability insurance appropriate to Consultant's profession. B.Minimum Amounts of Insurance. Consultant shall maintain the following insurance limits: 1.Automobile liability insurance with a minimum combined single limit for bodily injury and property damage of no less than$1,000,000 per accident. 2.Commercial general liability insurance shall be written with limits no less than$1,000,000 for each occurrence,and$2,000,000 for general aggregate. 3. Professional liability insurance shall be written with limits no less than $1,000,000 per claim and$1,000,000 policy aggregate limit. C.Other Insurance Provisions. The policies are to contain,or be endorsed to contain,the following provisions for automobile liability,professional liability,and commercial general liability insurance: 1.Consultant's insurance coverage shall be primary insurance with respect to the City. Any insurance,self-insurance,or insurance pool coverage maintained by City shall be in excess of Consultant's insurance and shall not contribute with it. 2.Consultant shall fax or send electronically in.pdf format a copy of insurer's cancellation notice within two business days of receipt by Consultant. 3.If Consultant maintains higher insurance limits than the minimums shown above,City shall be insured for the full available limits of commercial general and excess or umbrella liability maintained by Consultant, irrespective of whether such limits maintained by Consultant are greater than those required by this Agreement or whether any certificate of insurance furnished to the City evidences limits of liability lower than those maintained by Consultant. 4. Failure on the part of Consultant to maintain the insurance as required shall constitute a material breach of the Agreement,upon which the City may,after giving at least five business days'notice to Consultant to correct the breach,immediately terminate the Agreement,or at its sole discretion, procure or renew such insurance and pay any and all premiums in connection therewith, with any sums so expended to be repaid to City on demand,or at the sole discretion of the City,offset against funds due Consultant from the City. D.Acceptability of Insurers. Insurance is to be placed with insurers with a current A.M.Best rating of not less than A:VII. E. Evidence of Coverage. As evidence of the insurance coverages required by this Agreement, Consultant shall furnish acceptable insurance certificates to the City Clerk at the time Consultant returns the signed Agreement,which shall be Exhibit C. The certificate shall specify all of the parties who are additional insureds,and shall include applicable policy endorsements,and the deduction or retention level. Insuring companies or entities are subject to City acceptance. If requested,complete copies of insurance policies shall be provided to City. Consultant shall be financially responsible for all pertinent deductibles,self-insured retentions,and/or self-insurance. 12.Indemnification and Hold Harmless. Consultant shall,at its sole expense,defend,indemnify,and hold harmless City and its officers,agents, and employees, from any and all claims,actions, suits, liability, loss, Agreement for Professional Services(with professional liability coverage) Page 4 of 6 costs,attorney's fees,costs of litigation,expenses,injuries,and damages of any nature whatsoever relating to or arising out of the wrongful or negligent acts, errors, or omissions in the services provided by Consultant, Consultant's agents, subcontractors, subconsultants, and employees to the fullest extent permitted by law, subject only to the limitations provided below. Consultant's duty to defend,indemnify,and hold City harmless shall not apply to liability for damages arising out of such services caused by or resulting from the sole negligence of City or City's agents or employees pursuant to RCW 4.24.115. Consultant's duty to defend,indemnify,and hold City harmless against liability for damages arising out of such services caused by the concurrent negligence of(a)City or City's agents or employees, and(b)Consultant, Consultant's agents, subcontractors, subconsultants, and employees shall apply only to the extent of the negligence of Consultant,Consultant's agents, subcontractors, subconsultants,and employees. Consultant's duty to defend,indemnify,and hold City harmless shall include,as to all claims,demands,losses, and liability to which it applies,City's personnel-related costs,reasonable attorneys'fees,the reasonable value of any services rendered by the office of the City Attorney, outside consultant costs, court costs, fees for collection,and all other claim-related expenses. Consultant specifically and expressly waives any immunity that may be granted it under the Washington State Industrial Insurance Act,Title 51 RCW. These indemnification obligations shall not be limited in any way by any limitation on the amount or type of damages,compensation,or benefits payable to or for any third party under workers' compensation acts, disability benefit acts, or other employee benefits acts. Provided, that Consultant's waiver of immunity under this provision extends only to claims against Consultant by City,and does not include, or extend to,any claims by Consultant's employees directly against Consultant. Consultant hereby certifies that this indemnification provision was mutually negotiated. 13.Waiver. No officer,employee,agent,or other individual acting on behalf of either Party has the power, right,or authority to waive any of the conditions or provisions of this Agreement. A waiver in one instance shall not be held to be a waiver of any other subsequent breach or nonperformance. All remedies afforded in this Agreement or by law shall be taken and construed as cumulative and in addition to every other remedy provided herein or by law. Failure of either Party to enforce at any time any of the provisions of this Agreement or to require at any time performance by the other Party of any provision hereof shall in no way be construed to be a waiver of such provisions nor shall it affect the validity of this Agreement or any part thereof. 14. Assignment and Delegation. Neither Party shall assign, transfer, or delegate any or all of the responsibilities of this Agreement or the benefits received hereunder without prior written consent of the other Party. 15.Subcontracts. Except as otherwise provided herein,Consultant shall not enter into subcontracts for any of the work contemplated under this Agreement without obtaining prior written approval of City. 16.Confidentiality. Consultant may,from time-to-time,receive information which is deemed by City to be confidential. Consultant shall not disclose such information without the prior express written consent of City or upon order of a court of competent jurisdiction. 17. Jurisdiction and Venue. This Agreement is entered into in Spokane County, Washington. Disputes between City and Consultant shall be resolved in the Superior Court of the State of Washington in Spokane Agreement for Professional Services(with professional liability coverage) Page 5 of 6 County. Notwithstanding the foregoing,Consultant agrees that it may,at City's request,be joined as a party in any arbitration proceeding between City and any third party that includes a claim or claims that arise out of,or that are related to Consultant's services under this Agreement. Consultant further agrees that the Arbitrator(s)' decision therein shall be final and binding on Consultant and that judgment may be entered upon it in any court having jurisdiction thereof. 18. Cost and Attorney's Fees. The prevailing party in any litigation or arbitration arising out of this Agreement shall be entitled to its attorney's fees and costs of such litigation(including expert witness fees). 19. Entire Agreement. This written Agreement constitutes the entire and complete agreement between the Parties and supersedes any prior oral or written agreements. This Agreement may not be changed,modified,or altered except in writing signed by the Parties hereto. 20. Anti-kickback. No officer or employee of City, having the power or duty to perform an official act or action related to this Agreement shall have or acquire any interest in this Agreement, or have solicited, accepted, or granted a present or future gift,favor, service, or other thing of value from any person with an interest in this Agreement. 21. Business Registration. Consultant shall register with the City as a business prior to commencement of work under this Agreement if it has not already done so. 22.Severability. If any section,sentence,clause,or phrase of this Agreement should be held to be invalid for any reason by a court of competent jurisdiction,such invalidity shall not affect the validity of any other section, sentence,clause, or phrase of this Agreement. 23. Exhibits. Exhibits attached and incorporated into this Agreement are: A. Scope of Services B. Fee proposal C. Insurance Certificates The Parties have executed this Agreement this 3- of [-Ltla_1` ,20"5 CITY OF SPOKANE VALLEY Consultant: Pekt t- Pee :5 )4/SiAL 64,(4Rtt,t--. ,...k„.et, ..e,- /4 ,0":„: Mark Calhoun,City Manager By: Authorize Authorize Representative' ATT 41 ^e. de- - istine Bainbridge, City Clerk: ' APPROVED A FORM: p, , Offic f the Ci A ey Agreement for Professional Services(with professional liability coverage) Page 6 of 6 Exhibit A: Scope of Services Spokane Valley Northeast Industrial Area SRTC Model Update Task 1 — Project Setup Obtain modeling files from SRTC,consistent with their Model Release Agreement, and confirm that the model node,zone, and link system is consistent with our earlier analysis. Cost-$300 Task 2—Call with SRTC Fehr&Peers will set up a call with SRTC to go over the approach,our assumptions,and the expected outcomes of the reanalysis efforts. The purpose of this task is to make sure that the final outcome of this additional analysis meets SRTC expectations. Cost- $300 Task 3—Extract New Traffic Forecasts Fehr & Peers use the new SRTC travel model to extract new 2040 traffic volume forecasts for four analysis locations that were identified as part of the earlier Infrastructure Plan: 1. Barker Road/Trent Avenue intersection 2. Barker Road widening between Euclid and Trent 3. Barker Road widening between 1-90 and Mission 4. Barker Road/I-90 Westbound Ramps intersection As part of this task we will compare the new 2040 traffic volume forecasts to the earlier forecasts developed for the DSEIS. This task involves some modification to the SRTC model to ensure that the new internal street between Barker and Flora Road is coded and the assumptions related to the Henry Road interchange and Indiana Road extensions are consistent with the earlier modeling work. Deliverables: Updated travel model. New 2040 forecasts based on the SRTC land use assumptions. Cost-$1,600 Task 4—Reevaluate Intersection LOS Using the updated traffic volume forecasts from Task 3, Fehr& Peers will update the LOS analysis and infrastructure needs for the four locations identified above. The purpose of this task is to identify if any different infrastructure needs would have been identified using the SRTC land use forecasts compared to the land use forecasts assumed in the DSEIS. Deliverables: Updated LOS analysis; updated infrastructure needs to meet City/State LOS requirements. 1001 4th Avenue,Suite 4120,Seattle WA 98154 (206)576-4220 Fax(206)576-4225 www.fehrandpeers.com Draft Scope of Work:Spokane Valley Northeast Industrial SRTC Model Update FE H R'r P E E RS January 24,2018 Page 2 of 2 Cost-$1,300 Task 5—Documentation and Call Fehr& Peers document the results of the prior tasks in a brief memo and call the City of Spokane Valley to discuss the results. Deliverables:Memorandum summarizing findings and call to discuss results. Cost-$1,500 Exhibit B: Fee Proposal Spokane Valley Northeast Industrial Area SRTC Model Update TASK GRANT AMOUNT 1. Project Setup $300 2. Call with SRTC $300 3. Extract New Traffic Forecasts $1,600 4.Reevaluate Intersection LOS $1,300 5. Documentation and Call $1,500 TOTAL $5,000 �•...., FEHR&PE-01 MACDOUGALLN ittcoR0' DATE(MWDD/YYYY) �� CERTIFICATE OF LIABILITY INSURANCE 2/5/2018 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(les)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 License#0E67768 CONTACT Nicole Francisco NAME: IOA Insurance Services 925 416-7869 PHONE FAX 3875 Hopyard Road 1E ic,N'Est)` (A/C,No)`( ) Suite 24 AlL ADDRESS:Nicole.Francisco@ioausa.com Pleasanton,CA 94588 INSURER(S)AFFORDING COVERAGE . NAIC# INSURER A:RLI Insurance Company 13056 INSURED INSURER B:Hartford Insurance Company of the Midwest 37478 Fehr&Peers INSURER C:Liberty Insurance Underwriters,Inc 19917 100 Pringle Avenue,Suite 600 INSURER D: Walnut Creek,CA 94596 INSURER E: INSURER F: COVERAGES . CERTIFICATE NUMBER: REVISION NUMBER: THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES.LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. INSR TYPE OF INSURANCE ADDL SUBR POLICY NUMBER POLICY EFF POLICY EXP LIMITS LTR INSD WVD (MM/DD/YYYYI IMM/DD/YYYY) A X COMMERCIAL GENERAL LIABILITY EACH OCCURRENCE _.1.____ 1,000,000 CLAIMS-MADE X OCCUR PSB0006683 12/06/2017 12/06/2018 DAMAGE TO RENTED 1,000,000 PREMISES(Ea occurence) $ MED EXP(Any one person) $ 10,000 PERSONAL&ADV INJURY $ 1,000,000 GEN'L AGGREGATE LIMIT APPLIES PER: GENERAL AGGREGATE $ 2,000,000 POLICY X JECT X LOC PRODUCTS-COMP/OP AGG $ 2,000,000 OTHER $ A AUTOMOBILE LIABILITY COMBINED SINGLE LIMIT 1,000,000 (Ea accident) $ , ANY AUTO _ PSA0002276 12/06/2017 12/06/2018 BODILY INJURY(Per person) $ — OWNED SCHEDULED AUTOS ONLY _ AUTOS BODILY INJURY(Per accident) $ X AUTS ONLY X AOLPROPERTY (Per accident) $ $ A UMBRELLA LIAB X OCCUR EACH OCCURRENCE $ 5,000,000 X EXCESS UAB CLAIMS-MADE PSE0002889 12/06/2017 12/06/2018 AGGREGATE $ 5,000,000 DED RETENTION$ $ B WORKERS COMPENSATIONX STATUTEER OT AND EMPLOYERS'LlAeIUTY 57WEGZJ1989 05/01/2017 05/01/2018 1,000,000 ANYAFPROPRIETOR/PARTNER/EXECUTIVE Y/N E.L.EACH ACCIDENT $ (Mandatory In NH)EXCLUDED? N N/A 1,000,000 EL.DISEASE-EA EMPLOYEE $ If yes,describe under 1,000,000 DESCRIPTION OF OPERATIONS below E.L.DISEASE-POLICY LIMIT $ C Professional Liab. AEXNYABEFJ2002 12/06/2017 12/06/2018 Per Claim 3,000,000 C Professional Liab. AEXNYABEFJ2002 12/06/2017 12/06/2018 Aggregate 3,000,000 DESCRIPTION OF OPERATIONS I LOCATIONS/VEHICLES(ACORD 101,Additional Remarks Schedule,may be attached If more space Is required) RE:Spokane Valley Northeast Industrial Area SRTC Model Update-Project#SE18-0593.00 All Operations of the Named Insured,including the aforementioned project,If any. General Liability:Please see blanket Additional Insured endorsement attached;such coverage is Primary and Non-Contributory with Waiver of Subrogation included,as required per written contract. Auto Liability: Please see blanket Additional Insured endorsement with Waiver of Subrogation included,as required per written contract. GENERAL LIABILITY&AUTO LIABILITY INCLUDE THE FOLLOWING PERSON(S)OR ORGANIZATION(S):City of Spokane Valley,as required per written contract CERTIFICATE HOLDER CANCELLATION SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. City of Spokane Valley AUTHORIZED REPRESENTATIVE ATTN:Chaz Bates 10210 East Sprague Avenue tet„ '. (Spokane,WA 99206 ACORD 25(2016/03) ©1988-2015 ACORD CORPORATION. All rights reserved. The ACORD name and logo are registered marks of ACORD Policy Number: PSB0006683 RLI Insurance Company Named Insured:Fehr& Peers THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. RLIPack® FOR PROFESSIONALS BLANKET ADDITIONAL INSURED ENDORSEMENT This endorsement modifies insurance provided under the following: BUSINESSOWNERS COVERAGE FORM - SECTION II — LIABILITY 1. C. WHO IS AN INSURED is amended to include as additional insured under this policy must apply on a an additional insured any person or organization that primary basis, or a primary and non-contributory you agree in a contract or agreement requiring basis, this insurance is primary to other insurance insurance to include as an additional insured on this that is available to such additional insured which policy, but only with respect to liability for "bodily covers such additional insured as a named insured, injury", "property damage" or "personal and and we will not share with that other insurance, advertising injury" caused in whole or in part by you provided that: or those acting on your behalf: a. The "bodily injury" or "property damage" for a. In the performance of your ongoing operations; which coverage is sought occurs after you have b. In connection with premises owned by or rented entered into that contract or agreement; or to you; or b. The "personal and advertising injury" for which c. In connection with "your work" and included coverage is sought arises out of an offense within the "product completed operations committed after you have entered into that hazard". contract or agreement. 2. The insurance provided to the additional insured by 4. The following is added to SECTION III K. 2. this endorsement is limited as follows: Transfer of Rights of Recovery Against Others to Us — COMMON POLICY CONDITIONS (BUT a. This insurance does not apply on any basis to APPLICABLE TO ONLY TO SECTION II — any person or organization for which coverage LIABILITY) as an additional insured specifically is added by We waive any rights of recovery we may have another endorsement to this policy. against any person or organization because of b. This insurance does not apply to the rendering payments we make for "bodily injury", "property of or failure to render any "professional damage" or "personal and advertising injury" arising services". out of "your work" performed by you, or on your behalf, under a contract or agreement with that c. This endorsement does not increase any of the limits of insurance stated in D. Liability And person or organization. We waive these rights only Medical Expenses Limits of Insurance. where you have agreed to do so as part of a contract or agreement with such person or 3. The following is added to SECTION III H.2. Other organization entered into by you before the "bodily Insurance — COMMON POLICY CONDITIONS injury" or "property damage" occurs, or the "personal (BUT APPLICABLE ONLY TO SECTION II — and advertising injury" offense is committed. LIABILITY) However, if you specifically agree in a contract or agreement that the insurance provided to an ALL OTHER TERMS AND CONDITIONS OF THIS POLICY REMAIN UNCHANGED. PPB 304 02 12 Page 1 of 1 Policy Number: PSA0002276 RLI Insurance Company Named Insured: Fehr& Peers THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. RLIPack° BUSINESS AUTO ENHANCEMENT SCHEDULE OF COVERAGES ADDRESSED BY THIS ENDORSEMENT A. Broad Form Named Insured B. Employees As Insureds C. Blanket Additional Insured D. Blanket Waiver Of Subrogation E. Employee Hired Autos F. Fellow Employee Coverage G. Auto Loan Lease Gap Coverage H. Glass Repair—Waiver Of Deductible I. Personal Effects Coverage J. Hired Auto Physical Damage Coverage K. Hired Auto Physical Damage—Loss Of Use L. Hired Car—Worldwide Coverage M. Temporary Transportation Expenses N. Amended Bodily Injury Definition —Mental Anguish O. Airbag Coverage P. Amended Insured Contract Definition— Railroad Easement Q. Coverage Extensions—Audio, Visual And Data Electronic Equipment Not Designed Solely For The Production Of Sound R. Notice Of And Knowledge Of Occurrence S. Unintentional Errors Or Omissions T. Towing Coverage PPA 300 03 13 This endorsement modifies insurance provided under the following: BUSINESS AUTO COVERAGE FORM A. Broad Form Named Insured "loss", provided that the "accident" or "loss" arises The following is added to the SECTION II — out of the operations contemplated by such contract. COVERED AUTOS LIABILITY COVERAGE, Para- The waiver applies only to the person or graph A.1. Who Is An Insured Provision: organization designated in such contract. Any business entity newly acquired or formed by you E. Employee Hired Autos during the policy period, provided you own fifty 1. The following is added to the SECTION II — percent (50%) or more of the business entity and the COVERED AUTOS LIABILITY COVERAGE, business entity is not separately insured for Bus- Paragraph A.1. Who Is An Insured Provision: iness Auto Coverage. Coverage is extended up to a maximum of one hundred eighty (180) days An "employee" of yours is an "insured" while following the acquisition or formation of the business operating an "auto" hired or rented under a entity. contract or agreement in that "employee's" name, with your permission, while performing This provision does not apply to any person or duties related to the conduct of your business. organization for which coverage is excluded by endorsement. 2. Changes In General Conditions: B. Employees As Insureds Paragraph 5.b. of the Other Insurance Con- dition in the BUSINESS AUTO CONDITIONS is The following is added to the SECTION II — deleted and replaced with the following: COVERED AUTOS LIABILITY COVERAGE, Para- graph A.1. Who Is An Insured Provision: b. For Hired Auto Physical Damage Coverage, the following are deemed to be covered Any "employee" of yours is an "insured" while using "autos" you own: a covered "auto" you don't own, hire or borrow in (1) Any covered "auto" you lease, hire, rent your business or your personal affairs. or borrow; and C. Blanket Additional Insured (2) Any covered "auto" hired or rented by The following is added to the SECTION II — your "employee" under a contract in that COVERED AUTOS LIABILITY COVERAGE, Para- individual "employee's" name, with your graph A.1.Who Is An Insured Provision: permission, while performing duties Any person or organization that you are required to related to the conduct of your business. include as an additional insured on this coverage However, any "auto" that is leased, form in a contract or agreement that is executed by noed, rented or borrowed with a driver is you before the "bodily injury" or "property damage" not a covered "auto". occurs is an "insured" for liability coverage, but only F. Fellow Employee Coverage for damages to which this insurance applies and SECTION II — COVERED AUTOS LIABILITY only to the extent that person or organization COVERAGE, Exclusion B.5. does nota I if you qualifies as an "insured" under the Who Is An apply Insured provision contained in SECTION II — have workers compensation insurance in-force COVERED AUTOS LIABILITY COVERAGE. covering all of your employees. The insurance provided to the additional insured will G. Auto Loan Lease Gap Coverage be on a primary and non-contributory basis to the SECTION III — PHYSICAL DAMAGE COVERAGE, additional insured's own business auto coverage if C. Limit Of Insurance, is amended by the addition you are required to do so in a contract or agreement of the following: that is executed by you before the "bodily injury" or "property damage" occurs. In the event of a total "loss" to a covered "auto" shown in the Schedule of Declarations, we will pay D. Blanket Waiver Of Subrogation any unpaid amount due on the lease or loan for a covered "auto", less: The following is added to the SECTION IV — BUSI- 1. The amount paid under the PHYSICAL NESS AUTO CONDITIONS, A. Loss Conditions, 5. Transfer Of Rights Of Recovery Against DAMAGE COVERAGE section of the policy; Others To Us: and We waive any right of recovery we may have against 2. Any: any person or organization to the extent required of a. Overdue lease/loan payments at the time of you by a contract executed prior to any "accident" or the"loss"; PPA 300 03 13