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18-168.00 Bernardo Wills: Appleway Trail Evergreen to Sullivan Landscape Design Local Agency A & E Professional Services Lump Sum Consultant Agreement •Agreement Number: 18-168 Firm/Organization Legal Name (do not use dba's): BernardojWills Architects,PC Address Federal Aid Number S. 153 Jefferson, Spokane,WA 99201 CM-1223(005) UBI Number Federal TIN or SSN Number 601 317 114 REDACTED Execution Date Completion Date 10/26/18 12/31/2019 1099 Form Required Federal Participation ❑ Yes Q No 0 Yes ❑ No Project Title Appleway Trail: Evergreen to Sullivan Description of Work Tbe City of Spokane Valley (CSV) is serving as the Project Civil Engineer, and BernardoiWills Architects (BWA)will assist in the landscape architectural design components for a 12ft wide asphalt trail from Evergreen Road to Sullivan Road. The shared-use trail will be built on the abandoned Milwaukee Railroad corridor that parallels Sprague Avenue, approximately two blocks south. • BernardolWills Landscape Architects (BWA) will support the design efforts by producing communication graphics for both client and public meetings. Landscape planting and irrigation construction plans,technical specifications and cost estimates with recommendations for materials, trail alignment, grading and earthwork, signage and furnishings, coordinated with construction documents prepared by the CSV. c -a co 0 o > a ❑ Yes ❑ No DBE Participation Maximum Amount Payable: $26,460.00 c Cll ❑ +� '_ 'u Yes ❑ No MBE Participation . , 73 El Yes ❑ No WBE Participation `o c `^ M Q C C N �, ❑ Yes ❑ No SBE Participation C M X Fo- N 4 MC o N Index of Exhibits a c,• o: O , Exhibit A Scope of Work o o E' o Exhibit B DBE Participation/SBE Plan gt v• • o Exhibit C Preparation and Delivery of Electronic Engineering and Other Data = > o Ln Exhibit D Prime Consultant Cost Computations — Lel Exhibit r. • 0 -0 o a> > Exhibit F Title VI Assurances @ 0 3 Exhibit G Certification Documents E v v L v o Exhibit 1 Alleged Consultant Design Error Procedures • .n CO CU :Q Exhibit J Consultant Claim Procedures ' Agreement Number: 18-168 iE v fl LocalAgencyA&E Professional Services Lump Sum Consultant Agreement Page 1 of 13 Revised 11/01/2017 THIS AGREEMENT, made and entered into as shown in the"Execution Date"box on page one(I) of this AGREEMENT, between the City of Spokane Valley hereinafter called the"AGENCY,"and the"Firm/Organization Name"referenced on page one(1)of this AGREEMENT,hereinafter called the"CONSULTANT." WHEREAS,the AGENCY desires to accomplish the work referenced in"Description of Work" on page one(1) of this AGREEMENT and hereafter called the"SERVICES;"and does not have sufficient staff to meet the required commitment and therefore deems it advisable and desirable to engage the assistance of a CONSULTANT to provide the necessary SERVICES; and WHEREAS,the CONSULTANT represents that they comply with the Washington State Statutes relating to professional registration, if applicable, and has signified a willingness to furnish consulting services to the AGENCY. NOW,THEREFORE, in consideration of the terms, conditions, covenants, and performance contained herein, or attached and incorporated and made a part hereof, the parties.hereto agree as follows: I. General Description of Work The work under this AGREEMENT shall consist of the above-described SERVICES as herein defined,and necessary to accomplish the completed work for this project. The CONSULTANT shall furnish all services, labor, and related equipment and, if applicable, sub-consultants and subcontractors necessary to conduct and complete the SERVICES as designated elsewhere in this AGREEMENT. II. Scope of Work The Scope of Work and projected level of effort required for these SERVICES is described in Exhibit"A"attached hereto and by this reference made a part of this AGREEMENT. The Scope of Work was developed utilizing performance based contracting methodologies. III. General Requirements All aspects of coordination of the work of this AGREEMENT with outside agencies, groups, or individuals shall receive advance approval by the AGENCY. Necessary contacts and meetings with agencies, groups,and/or individuals shall be coordinated through the AGENCY. The CONSULTANT shall attend coordination,progress, and presentation meetings with the AGENCY and/or such State,Federal,Community, City, or County officials, groups or individuals as may be requested by the AGENCY. The AGENCY will provide the CONSULTANT sufficient notice prior to meetings requiring CONSULTANT participation. The minimum required hours or days' notice shall be agreed to between the AGENCY and the CONSULTANT and shown in Exhibit"A." The CONSULTANT shall prepare a monthly progress report, in a form approved by the AGENCY,which will outline in written and graphical form the various phases and the order of performance of the SERVICES in sufficient detail so that the progress of the SERVICES can easily be evaluated. The CONSULTANT, any sub-consultants, and the AGENCY shall comply with all Federal, State, and local laws, rules, codes, regulations, and all AGENCY policies and directives, applicable to the work to be performed under this AGREEMENT. This AGREEMENT shall be interpreted and construed in accordance with the laws of the State of Washington. Agreement Number: 18-168 Local Agency A&E Professional Services Lump Sum Consultant Agreement Page 2 of 13 Revised 11/01/2017 Participation for Disadvantaged Business Enterprises (DBE) or Small Business Enterprises (SBE), if required, per 49 CFR Part 26, shall be shown on the heading of this AGREEMENT. If DBE firms are utilized at the commencement of this AGREEMENT, the amounts authorized to each firm and their certification number will be shown on Exhibit "B" attached hereto and by this reference made part of this AGREEMENT. If the Prime CONSULTANT is a DBE certified firm they must comply with the Commercial Useful Function (CUF) regulation outlined in the AGENCY's "DBE Program Participation Plan" and perform a minimum of 30% of the total amount of this AGREEMENT. It is recommended, but not required, that non-DBE Prime CONSULTANTS perform a minimum of 30%of the total amount of this AGREEMENT. In the absents of a mandatory UDBE, a voluntary SBE goal amount of ten percent of the Consultant Agreement is established. The Consultant shall submit a SBE Participation Plan prior to commencing work. Although the goal is voluntary,the outreach efforts to provide SBE maximum practicable opportunities are not. The CONSULTANT, on a monthly basis, shall enter the amounts paid to all firms involved with this AGREEMENT into the wsdot.diversitycompliance.com program. Payment information shall identify any DBE Participation.Non-minority,woman owned DBEs does not count towards UDBE goal attainment. All Reports, PS&E materials, and other data furnished to the CONSULTANT by the AGENCY shall be returned. All electronic files, prepared by the CONSULTANT, must meet the requirements as outlined in Exhibit "C — Preparation and Delivery of Electronic Engineering and other Data." All designs, drawings, specifications, documents, and other work products, including all electronic files, prepared by the CONSULTANT prior to completion or termination of this AGREEMENT are instruments of service for these SERVICES, and are the property of the AGENCY. Reuse by the AGENCY or by others, acting through or on behalf of the AGENCY of any such instruments of service, not occurring as a part of this SERVICE, shall be without liability or legal exposure to the CONSULTANT. Any and all notices or requests required under this AGREEMENT shall be made in writing and sent to the other party by(i)certified mail, return receipt requested, or(ii) by email or facsimile,to the address set forth below: If to AGENCY: If to CONSULTANT: Name: Christine Bainbridge Name: Dell R. Hatch Agency: City of Spokane Valley Agency: BernardoiWills Architects, PC Address: 10210 E. Sprague Ave Address: 153 S. Jefferson Street City: Spokane Valley State: WA Zip: 99206 City: Spokane State: WA Zip: 99201 Email: cbainbridge@spokanevalley.org Email: dhatch@bwarch.com Phone: 509-921-1000 Phone: 509.838.4511 Facsimile: 509-668-0261 Facsimile: 509.838.4605 IV. Time for Beginning and Completion The CONSULTANT shall not begin any work under the terms of this AGREEMENT until authorized in writing by the AGENCY. All work under this AGREEMENT shall be completed by the date shown in the heading of this AGREEMENT titled "Completion Date." The established completion time shall not be extended because of any delays attributable to the CONSULTANT, but may be extended by the AGENCY in the event of a delay attributable to the AGENCY, or because of unavoidable delays caused by an act of GOD, governmental actions, or other conditions beyond the control of the CONSULTANT. A prior supplemental AGREEMENT issued by the AGENCY is required to extend the established completion time. Agreement Number: 18-168 Local Agency A &E Professional Services Lump Sum Consultant Page 3 of 14 Agreement Revised 11/01/2017 V. Payment Provisions The CONSULTANT shall be paid by the AGENCY for completed SERVICES rendered under this AGREEMENT as provided hereinafter. Such payment shall be full compensation for SERVICES performed or SERVICES rendered and for all labor, materials, supplies, equipment, and incidentals necessary to complete SERVICES. The CONSULTANT shall conform to all applicable portions of 48 CFR Part 31 (www.ecfr.gov). The estimate in support of the lump sum amount is attached hereto as Exhibits "D"and"E"and by this reference made part of this AGREEMENT. A. Lump Sum Agreement: Payment for all consulting SERVICES shall be on the basis of a lump sum amount as shown on page one(1)of this AGREEMENT. B. Maximum Amount Payable: The Maximum Total 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. C. Monthly Progress Payments: The CONSULTANT may submit billings to the AGENCY for reimbursement of costs on a monthly basis. 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. D. 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, if applicable,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 thc AGENCY within thirty (30) calendar days of notice of the overpayment. Such refund shall not constitute a waiver by the CONSULTANT for any claims relating to the validity of a finding by the AGENCY of overpayment. Per WSDOT's"Audit Guide for Consultants,"Chapter 23 "Resolution Procedures,"the CONSULTANT has twenty (20)working days after receipt of the final Post Audit to begin the appeal process to the AGENCY for audit findings. E. Inspection of Cost Records: The CONSULTANT and their sub-consultants shall keep available for inspection by representatives of the AGENCY and the United States, for a period of six (6) years after receipt of final payment,the cost records and accounts pertaining to this AGREEMENT and all items related to or bearing upon these records with the following exception: if any litigation, claim or audit arising out of, in connection with, or related to this AGREEMENT is initiated before the expiration of the six (6)year period,the cost records and accounts shall be retained until such litigation, claim, or audit involving the records is completed. A post audit may be performed on this AGREEMENT. The audit, if any,will be performed by the State Auditor,WSDOT's Internal Audit Office and/or at the request of the AGENCY's Project Manager. Agreement Number: 18-168 LocalAgencyA&E Professional Services Lump Sum Consultant Agreement Page 4 of 13 Revised 11/01/2017 VI. Sub-Contracting The AGENCY permits subcontracts for those items of SERVICES as shown in Exhibit"A"attached hereto and by this reference made part of this AGREEMENT. The CONSULTANT shall not subcontract for the performance of any SERVICE under this AGREEMENT without prior written permission of the AGENCY. No permission for subcontracting shall create,between the AGENCY and sub-consultant, any contract or any other relationship. Compensation for this sub-consultant SERVICES shall be based on the cost factors shown on Exhibit`B"attached hereto and by this reference made part of this AGREEMENT. The SERVICES of the sub-consultant shall not exceed its maximum amount payable identified in each sub- consultant cost estimate unless a prior written approval has been issued by the AGENCY. All reimbursable direct labor, indirect cost rate, direct non-salary costs and fixed fee costs for the sub-consultant shall be negotiated and substantiated in accordance with section V"Payment Provisions"herein and shall be memorialized in a final written acknowledgement between the parties. All subcontracts shall contain all applicable provisions of this AGREEMENT, and the CONSULTANT shall require each sub-consultant or subcontractor, of any tier,to abide by the terms and conditions of this AGREEMENT. With respect to sub-consultant payment, the CONSULTANT shall comply with all applicable sections of the STATE's Prompt Payment laws as set forth in RCW 39.04.250 and RCW 39.76.011. The CONSULTANT, sub-recipient, or sub-consultant shall not discriminate on the basis of race, color,national origin, or sex in the performance of this AGREEMENT. The CONSULTANT shall carry out applicable requirements of 49 CFR Part 26 in the award and administration of DOT-assisted contracts. Failure by the CONSULTANT to carry out these requirements is a material breach of this AGREEMENT,which may result in the termination of this AGREEMENT or such other remedy as the recipient deems appropriate. VII. Employment and Organizational Conflict of Interest The CONSULTANT warrants that they have not employed or retained any company or person, other than a bona fide employee working solely for the CONSULTANT, to solicit or secure this contract, and that it has not paid or agreed to pay any company or person, other than a bona fide employee working solely for the CONSULTANT, any fee, commission,percentage, brokerage fee, gift, or any other consideration, contingent upon or resulting from the award or making of this contract. For breach or violation of this warrant, the AGENCY shall have the right to annul this AGREEMENT without liability or, in its discretion, to deduct from this AGREEMENT price or consideration or otherwise recover the full amount of such fee,commission,percentage,brokerage fee, gift, or contingent fee. Any and all employees of the CONSULTANT or other persons while engaged in the performance of any work or services required of the CONSULTANT under this AGREEMENT, shall be considered employees of the CONSULTANT only and not of the AGENCY, and any and all claims that may arise under any Workmen's Compensation Act on behalf of said employees or other persons while so engaged, and any and all claims made by a third party as a consequence of any act or omission on the part of the CONSULTANT's employees or other persons while so engaged on any of the work or services provided to be rendered herein, shall be the sole obligation and responsibility of the CONSULTANT. The CONSULTANT shall not engage, on a full- or part-time basis, or other basis, during the period of this AGREEMENT, any professional or technical personnel who are, or have been, at any time during the period of this AGREEMENT, in the employ of the United States Department of Transportation or the AGENCY, except regularly retired employees, without written consent of the public employer of such person if he/she will be working on this AGREEMENT for the CONSULTANT. Agreement Number: 18-168 Local Agency A&E Professional Services Lump Sum Consultant Agreement Page 5 of 13 Revised 11/01/2017 VIII. Nondiscrimination During the performance of this AGREEMENT,the CONSULTANT, for itself, its assignees, sub-consultants, subcontractors and successors in interest, agrees to comply with the following laws and regulations: • Title VI of the Civil Rights Act of 1964 • Civil Rights Restoration Act of 1987 (42 U.S.C. Chapter 21 Subchapter V § 2000d (Public Law 100-259) through 2000d-4a) • American with Disabilities Act of 1990 • Federal-aid Highway Act of 1973 (42 U.S.C. Chapter 126 § 12101 et. seq.) (23 U.S.C. Chapter 3 § 324) • 23 CFR Part 200 • Rehabilitation Act of 1973 • 49 CFR Part 21 (29 U.S.C. Chapter 16 Subchapter V § 794) • 49 CFR Part 26 • Age Discrimination Act of 1975 • RCW 49.60.180 (42 U.S.C. Chapter 76 § 6101 et. seq.) In relation to Title VI of the Civil Rights Act of 1964,the CONSULTANT is bound by the provisions of Exhibit"F" attached hereto and by this reference made part of this AGREEMENT, and shall include the attached Exhibit"F" in every sub-contract, including procurement of materials and leases of equipment, unless exempt by the Regulations or directives issued pursuant thereto. IX. Termination of Agreement The right is reserved by the AGENCY to terminate this AGREEMENT at any time with or without cause upon ten (10)days written notice to the CONSULTANT. In the event this AGREEMENT is terminated by the AGENCY, other than for default on the part of the CONSULTANT, a final payment shall be made to the CONSULTANT for actual hours charged and any appropriate fixed fee percentage at the time of termination of this AGREEMENT,plus any direct non-salary costs incurred up to the time of termination of this AGREEMENT. No payment shall be made for any SERVICES completed after ten(10)days following receipt by the CONSULTANT of the notice to terminate. If the accumulated payment made to the CONSULTANT prior to Notice of Termination exceeds the total amount that would be due when computed as set forth in paragraph two(2)of this section, then no final payment shall be due and the CONSULTANT shall immediately reimburse the AGENCY for any excess paid. If the services of the CONSULTANT are terminated by the AGENCY for default on the part of the CONSULTANT, the above formula for payment shall not apply. In the event of a termination for default, the amount to be paid to the CONSULTANT shall be determined by the AGENCY with consideration given to the actual costs incurred by the CONSULTANT in performing SERVICES to the date of termination, the amount of SERVICES originally required which was satisfactorily completed to date of termination, whether that SERVICE is in a form or a type which is usable to the AGENCY at the time of termination,the cost to the AGENCY of employing another firm to complete the SERVICES required and the time which may be required to do so, and other factors which affect the value to the AGENCY of the SERVICES performed at the time of termination. Under no circumstances shall payment made under this subsection exceed the amount,which would have been made using the formula set forth in paragraph two(2) of this section. If it is determined for any reason that the CONSULTANT was not in default or that the CONSULTANT's failure to perform is without the CONSULTANT's or its employee's fault or negligence,the termination shall be deemed to be a termination for the convenience of the AGENCY. In such an event, the CONSULTANT would be reimbursed for actual costs and appropriate fixed fee percentage in accordance with the termination for other than default clauses listed previously. Agreement Number: 18-168 Local Agency A&E Professional Services Lump Sum Consultant Agreement Page 6 of 13 Revised 11/01/2017 The CONSULTANT shall,within 15 days,notify the AGENCY in writing, in the event of the death of any member, partner,or officer of the CONSULTANT or the death or change of any of the CONSULTANT's supervisory and/or other key personnel assigned to the project or disaffiliation of any principally involved CONSULTANT employee. The CONSULTANT shall also notify the AGENCY, in writing, in the event of the sale or transfer of 50%or more of the beneficial ownership of the CONSULTANT within 15 days of such sale or transfer occurring. The CONSULTANT shall continue to be obligated to complete the SERVICES under the terms of this AGREEMENT unless the AGENCY chooses to-terminate this AGREEMENT for convenience or chooses to renegotiate any term(s) of this AGREEMENT. If termination for convenience occurs,final payment will be made to the CONSULTANT as set forth in the second and third paragraphs of this section. Payment for any part of the SERVICES by the AGENCY shall not constitute a waiver by the AGENCY of any remedies of any type it may have against the CONSULTANT for any breach of this AGREEMENT by the CONSULTANT, or for failure of the CONSULTANT to perform SERVICES required of it by the AGENCY. Forbearance of any rights under the AGREEMENT will not constitute waiver of entitlement to exercise those rights with respect to any future act or omission by the CONSULTANT. X. Changes of Work The CONSULTANT shall make such changes and revisions in the completed work of this AGREEMENT as necessary to correct errors appearing therein, without additional compensation thereof'. Should the AGENCY find it desirable for its own purposes to have previously satisfactorily completed SERVICES or parts thereof changed or revised,the CONSULTANT shall make such revisions as directed by the AGENCY. This work shall be considered as Extra Work and will be paid for as herein provided under section XIII"Extra Work." XI. Disputes Any disputed issue not resolved pursuant to the terms of this AGREEMENT shall be submitted in writing within 10 days to the Director of Public Works or AGENCY Engineer,whose decision in the matter shall be final and binding on the parties of this AGREEMENT; provided however, that if an action is brought challenging the Director of Public Works or AGENCY Engineer's decision, that decision shall be subject to judicial review. If the parties to this AGREEMENT mutually agree, disputes concerning alleged design errors will be conducted under the procedures found in Exhibit"J". In the event That either party deem it necessary to institute legal action or proceeding to enforce any right or obligation under this AGREEMENT, this action shall be initiated in the Superior Court of the State of Washington, situated in the county in which the AGENCY is located. The parties hereto agree that all questions shall be resolved by application of Washington law and that the parties have the right of appeal from such decisions of the Superior Court in accordance with the laws of the State of Washington. The CONSULTANT hereby consents to the personal jurisdiction of the Superior Court of the State of Washington, situated in the county in which the AGENCY is located. XII. Legal Relations The CONSULTANT, any sub-consultants, and the AGENCY shall comply with all Federal, State, and local laws, rules, codes, regulations and all AGENCY policies and directives, applicable to the work to be performed under this AGREEMENT. This AGREEMENT shall be interpreted and construed in accordance with the laws of the State of Washington. The CONSULTANT shall defend, indemnify, and hold The State of Washington(STATE)and the AGENCY and their officers and employees harmless from all claims, demands, or suits at law or equity arising in whole or in part from the negligence of, or the breach of any obligation under this AGREEMENT by,the CONSULTANT or the CONSULTANT's agents, employees, sub consultants, subcontractors or vendors,of any tier, or any other persons for whom the CONSULTANT may be legally liable;provided that nothing herein shall require a CONSULTANT Agreement Number: 18-168 Local Agency A &E Professional Services Lump Sum Consultant Agreement Page 7 of 13 Revised 11/01/2017 to defend or indemnify the STATE and the AGENCY and their officers and employees against and hold harmless the STATE and the AGENCY and their officers and employees from claims, demands or suits based solely upon the negligence of, or breach of any obligation under this AGREEMENT by the STATE and the AGENCY, their agents, officers,employees, sub-consultants, subcontractors or vendors, of any tier, or any other persons for whom the STATE and/or the AGENCY may be legally liable; and provided further that if the claims or suits are caused by or result from the concurrent negligence of(a)the CONSULTANT or the CONSULTANT's agents, employees, sub-consultants,subcontractors or vendors, of any tier, or any other persons for whom the CONSULTANT is legally liable, and(b) the STATE and/or AGENCY, their agents, officers, employees, sub-consultants, subcontractors and or vendors, of any tier, or any other persons for whom the STATE and or AGENCY may be legally liable,the defense and indemnity obligation shall be valid and enforceable only to the extent of the CONSULTANT's negligence or the negligence of the CONSULTANT's agents, employees,sub-consultants, subcontractors or vendors, of any tier, or any other persons for whom the CONSULTANT may be legally liable. This provision shall be included in any AGREEMENT between CONSULTANT and any sub-consultant, subcontractor and vendor, of any tier. The CONSULTANT shall also defend, indemnify, and hold the STATE and the AGENCY and their officers and employees harmless from all claims, demands, or suits at law or equity arising in whole or in part from the alleged patent or copyright infringement or other allegedly improper appropriation or use of trade secrets,patents, proprietary information, know-how, copyright rights or inventions by the CONSULTANT or the CONSULTANT's agents, employees, sub-consultants, subcontractors or vendors, of any tier, or any other persons for whom the CONSULTANT may be legally liable, in performance of the Work under this AGREEMENT or arising out of any use in connection with the AGREEMENT of methods,processes, designs, information or other items furnished or communicated to STATE and/or the AGENCY,their agents, officers and employees pursuant to the AGREEMENT; provided that this indemnity shall not apply to any alleged patent or copyright infringement or other allegedly improper appropriation or use of trade secrets,patents, proprietary information,know-how, copyright rights or inventions resulting from STATE and/or AGENCY's, their agents', officers' and employees'failure to comply with specific written instructions regarding use provided to STATE and/or AGENCY, their agents, officers and employees by the CONSULTANT, its agents, employees, sub-consultants, subcontractors or vendors, of any tier, or any other persons for whom the CONSULTANT may be legally liable. The CONSULTANT's relation to the AGENCY shall be at all times as an independent contractor. Notwithstanding any determination by the Executive Ethics Board or other tribunal, the AGENCY may, in its sole discretion,by written notice to the CONSULTANT terminate this AGREEMENT if it is found after due notice and examination by the AGENCY that there is a violation of the Ethics in Public Service Act,Chapter 42.52 RCW; or any similar statute involving the CONSULTANT in the procurement of, or performance under, this AGREEMENT. The CONSULTANT specifically assumes potential liability for actions brought by the CONSULTANT's own employees or its agents against the STATE and/or the AGENCY and, solely for the purpose of this indemnification and defense, the CONSULTANT specifically waives any immunity under the state industrial insurance law,Title 51 RCW. This waiver has been mutually negotiated between the Parties. Unless otherwise specified in this AGREEMENT, the AGENCY shall be responsible for administration of construction contracts, if any, on the project. Subject to the processing of a new sole source, or an acceptable supplemental AGREEMENT, the CONSULTANT shall provide On-Call assistance to the AGENCY during contract administration. By providing such assistance, the CONSULTANT shall assume no responsibility for: proper construction techniques,job site safety, or any construction contractor's failure to perform its work in accordance with the contract documents. The CONSULTANT shall obtain and keep in force during the terms of this AGREEMENT, or as otherwise required,the following insurance with companies or through sources approved by the State Insurance Commissioner pursuant to Title 48 RCW. Agreement Number: 18-168 Local Agency A&E Professional Services Lump Sum Consultant Agreement Page 8 of 13 Revised 11/01/2017 Insurance Coverage A. Worker's compensation and employer's liability insurance as required by the STATE. B. Commercial general liability insurance written under ISO Form CG 00 01 12 04 or its equivalent with minimum limits of one million dollars ($1,000,000.00)per occurrence and two million dollars($2,000,000.00) in the aggregate for each policy period. C. Business auto liability insurance written under ISO Form CG 00 01 10 01 or equivalent providing coverage for any"Auto"(Symbol 1)used in an amount not less than a one million dollar($1,000,000.00)combined single limit for each occurrence. Excepting the Worker's Compensation Insurance and any Professional Liability Insurance, the STATE and AGENCY,their officers, employees, and agents will be named on all policies of CONSULTANT and any sub- consultant and/or subcontractor as an additional insured(the"AIs"),with no restrictions or limitations concerning products and completed operations coverage. This coverage shall be primary coverage and non-contributory and any coverage maintained by the AIs shall be excess over, and shall not contribute with, the additional insured coverage required hereunder. The CONSULTANT's and the sub-consultant's and/or subcontractor's insurer shall waive any and all rights of subrogation against the AIs. The CONSULTANT shall furnish the AGENCY with verification of insurance and endorsements required by this AGREEMENT. The AGENCY reserves the right to require complete, certified copies of all required insurance policies at any time. All insurance shall be obtained from an insurance company authorized to do business in the State of Washington. The CONSULTANT shall submit a verification of insurance as outlined above within fourteen (14)days of the execution of this AGREEMENT to: Name: Robert Lochmiller Agency: City of Spokane Valley Address: 10210 E. Sprague Ave City: Spokane Valley State: WA Zip: 99206 Email: rlochmiller@spokanevalley.org Phone: 509-720-5010 Facsimile: rlochmiller@spokanevalley.org No cancellation of the foregoing policies shall be effective without thirty(30) days prior notice to the AGENCY. The CONSULTANT's professional liability to the AGENCY, including that which may arise in reference to section IX "Termination of Agreement" of this AGREEMENT, shall be limited to the accumulative amount of the authorized AGREEMENT amount or one million dollars($1,000,000.00), whichever is greater, unless the limit of liability is increased by the AGENCY pursuant to Exhibit H. In no case shall the CONSULTANT's professional liability to third parties be limited in any way. The parties enter into this AGREEMENT for the sole benefit of the parties, and to the exclusion of any third party, and no third party beneficiary is intended or created by the execution of this AGREEMENT. The AGENCY will pay no progress payments under section V"Payment Provisions"until the CONSULTANT has fully complied with this section. This remedy is not exclusive; and the AGENCY may take such other action as is available to it under other provisions of this AGREEMENT,or otherwise in law. Agreement Number: 18-168 Local Agency A&E Professional Services Lump Sum Consultant Agreement Page 9 of 13 Revised 11/01/2017 XIII. Extra Work A. The AGENCY may at any time,by written order,make changes within the general scope of this AGREEMENT in the SERVICES to be performed. B. If any such change causes an increase or decrease in the estimated cost of, or the time required for,performance of any part of the SERVICES under this AGREEMENT,whether or not changed by the order, or otherwise affects any other terms and conditions of this AGREEMENT,the AGENCY shall make an equitable adjustment in the: (1) maximum amount payable; (2)delivery or completion schedule,or both; and (3)other affected terms and shall modify this AGREEMENT accordingly. C. The CONSULTANT must submit any"request for equitable adjustment,"hereafter referred to as"CLAIM," under this clause within thirty(30)days from the date of receipt of the written order. However, if the AGENCY decides that the facts justify it, the AGENCY may receive and act upon a CLAIM submitted before final payment of this AGREEMENT. D. Failure to agree to any adjustment shall be a dispute under the section XI"Disputes"clause. However,nothing in this clause shall excuse the CONSULTANT from proceeding with the AGREEMENT as changed. E. Notwithstanding the terms and conditions of paragraphs(A.) and(B.)above, the maximum amount payable for this AGREEMENT, shall not be increased or considered to be increased except by specific written supplement to this AGREEMENT. XIV. Endorsement of Plans If applicable,the CONSULTANT shall place their endorsement on all plans, estimates, or any other engineering data furnished by them. XV. Federal Review The Federal Highway Administration shall have the right to participate in the review or examination of the SERVICES in progress. XVI. Certification of the Consultant and the Agency Attached hereto as Exhibit"G-1(a and b)" are the Certifications of the CONSULTANT and the AGENCY,Exhibit "G-2"Certification Regarding Debarment, Suspension and Other Responsibility Matters - Primary Covered Transactions, Exhibit"G-3" Certification Regarding the Restrictions of the Use of Federal Funds for Lobbying and Exhibit"G-4"Certificate of Current Cost or Pricing Data. Exhibit"G-3"is required only in AGREEMENT's over one hundred thousand dollars($100,000.00) and Exhibit"G-4" is required only in AGREEMENT's over five hundred thousand dollars ($500,000.00.)These Exhibits must be executed by the CONSULTANT, and submitted with the master AGREEMENT, and returned to the AGENCY at the address listed in section III"General Requirements"prior to its performance of any SERVICES under this AGREEMENT. XVII. Complete Agreement This document and referenced attachments contain all covenants, stipulations, and provisions agreed upon by the parties. No agent, or representative of either party has authority to make, and the parties shall not be bound by or be liable for, any statement,representation,promise or agreement not set forth herein. No changes, amendments, or modifications of the terms hereof shall be valid unless reduced to writing and signed by the parties as a supplement to this AGREEMENT. Agreement Number: 18-168 Local Agency A&E Professional Services Lump Sum Consultant Agreement Page 10 of 13 Revised 11/01/2017 XVIII. Execution and Acceptance This AGREEMENT may be simultaneously executed in several counterparts, each of which shall be deemed to be an original having identical legal effect. The CONSULTANT does hereby ratify and adopt all statements, representations,warranties, covenants, and AGREEMENT's contained in the proposal, and the supporting material submitted by the CONSULTANT, and does hereby accept this AGREEMENT and agrees to all of the terms and conditions thereof. XIX. Protection of Confidential Information The CONSULTANT acknowledges that some of the material and information that may come into its possession or knowledge in connection with this AGREEMENT or its performance may consist of information that is exempt from disclosure to the public or other unauthorized persons under either chapter 42.56 RCW or other local, state or federal statutes ("State's Confidential Information"). The "State's Confidential Information"includes,but is not limited to,names, addresses, Social Security numbers, e-mail addresses, telephone numbers,financial profiles, credit card information, driver's license numbers,medical data, law enforcement records(or any other information identifiable to an individual), STATE and AGENCY source code or object code, STATE and AGENCY security data,non-public Specifications, STATE and AGENCY non-publicly available data, proprietary software, State security data,or information which may jeopardize any part of the project that relates to any of these types of information. The CONSULTANT agrees to hold the State's Confidential Information in strictest confidence and not to make use of the State's Confidential Information for any purpose other than the performance of this AGREEMENT, to release it only to authorized employees, sub-consultants or subcontractors requiring such information for the purposes of carrying out this AGREEMENT, and not to release,divulge,publish,transfer, sell, disclose, or otherwise make it known to any other party without the AGENCY's express written consent or as provided by law. The CONSULTANT agrees to release such information or material only to employees, sub-consultants or subcontractors who have signed a nondisclosure AGREEMENT, the terms of which have been previously approved by the AGENCY. The CONSULTANT agrees to implement physical, electronic, and managerial safeguards to prevent unauthorized access to the State's Confidential Information. Immediately upon expiration or termination of this AGREEMENT, the CONSULTANT shall, at the AGENCY's option: (i) certify to the AGENCY that the CONSULTANT has destroyed all of the State's Confidential Information; or(ii) returned all of the State's Confidential Information to the AGENCY; or(iii)take whatever other steps the AGENCY requires of the CONSULTANT to protect the State's Confidential Information. As required under Executive Order 00-03, the CONSULTANT shall maintain a log documenting the following: the State's Confidential Information received in the performance of this AGREEMENT; the purpose(s) for which the State's Confidential Information was received; who received,maintained and used the State's Confidential Information; and the final disposition of the State's Confidential Information. The CONSULTANT's records shall be subject to inspection, review, or audit upon reasonable notice from the AGENCY. The AGENCY reserves the right to monitor, audit, or investigate the use of the State's Confidential Information collected,used, or acquired by the CONSULTANT through this AGREEMENT. The monitoring,auditing, or investigating may include,but is not limited to, salting databases. Violation of this section by the CONSULTANT or its sub-consultants or subcontractors may result in termination of this AGREEMENT and demand for return of all State's Confidential Information, monetary damages,or penalties. It is understood and acknowledged that the CONSULTANT may provide the AGENCY with information which is proprietary and/or confidential during the term of this AGREEMENT. The parties agree to maintain the confidentiality of such information during the term of this AGREEMENT and afterwards. All materials containing such proprietary and/or confidential information shall be clearly identified and marked as "Confidential"and shall be returned to the disclosing party at the conclusion of the SERVICES under this AGREEMENT. Agreement Number: 18-168 Local Agency A&E Professional Services Lump Sum Consultant Agreement Page 11 of 13 Revised 11/01/2017 The CONSULTANT shall provide the AGENCY with a list of all information and materials it considers confidential and/or proprietary in nature: (a) at the commencement of the term of this AGREEMENT;or(b)as soon as such confidential or proprietary material is developed. "Proprietary and/or confidential information"is not meant to include any information which, at the time of its disclosure: (i) is already known to the other party; (ii) is rightfully disclosed to one of the parties by a third party that is not acting as an agent or representative for the other party; (iii) is independently developed by or for the other party; (iv) is publicly known; or(v) is generally utilized by unaffiliated third parties engaged in the same business or businesses as the CONSULTANT. The parties also acknowledge that the AGENCY is subject to Washington State and federal public disclosure laws. As such,the AGENCY shall maintain the confidentiality of all such information marked proprietary and/ or confidential or otherwise exempt, unless such disclosure is required under applicable state or federal law. If a public disclosure request is made to view materials identified as "Proprietary and/or confidential information"or otherwise exempt information,the AGENCY will notify the CONSULTANT of the request and of the date that such records will be released to the requester unless the CONSULTANT obtains a court order from a court of competent jurisdiction enjoining that disclosure. If the CONSULTANT fails to obtain the court order enjoining disclosure,the AGENCY will release the requested information on the date specified. The CONSULTANT agrees to notify the sub-consultant of any AGENCY communication regarding disclosure that may include a sub-consultant's proprietary and/or confidential information. The CONSULTANT notification to the sub-consultant will include the date that such records will be released by the AGENCY to the requester and state that unless the sub-consultant obtains a court order from a court of competent jurisdiction enjoining that disclosure the AGENCY will release the requested information. If the CONSULTANT and/or sub-consultant fail to obtain a court order or other judicial relief enjoining the AGENCY by the release date,the CONSULTANT shall waive and release and shall hold harmless and indemnify the AGENCY from all claims of actual or alleged damages, liabilities, or costs associated with the AGENCY's said disclosure of sub-consultants'information. XX. Records Maintenance During the progress of the Work and SERVICES provided hereunder and for a period of not less than six(6)years from the date of final payment to the CONSULTANT,the CONSULTANT shall keep,retain and maintain all "documents"pertaining to the SERVICES provided pursuant to this AGREEMENT. Copies of all"documents" pertaining to the SERVICES provided hereunder shall be made available for review at the CONSULTANT'S place of business during normal working hours. If any litigation, claim or audit is commenced,the CONSULTANT shall cooperate with AGENCY and assist in the production of all such documents. "Documents" shall be retained until all litigation, claims or audit findings have been resolved even though such litigation, claim or audit continues past the six (6)year retention period. For purposes of this AGREEMENT, "documents" means every writing or record of every type and description, including electronically stored information ("ESI"),that is in the possession, control, or custody of the CONSULTANT, including, without limitation, any and all correspondences, contracts,AGREEMENT 's, appraisals,plans, designs, data, surveys,maps, spreadsheets, memoranda, stenographic or handwritten notes,reports,records,telegrams, schedules,diaries, notebooks, logbooks, invoices,accounting records, work sheets,charts, notes, drafts, scribblings,recordings, visual displays,photographs, minutes of meetings, tabulations, computations, summaries, inventories, and writings regarding conferences,conversations or telephone conversations, and any and all other taped, recorded,written,printed or typed matters of any kind or description; every copy of the foregoing whether or not the original is in the possession, custody, or control of the CONSULTANT, and every copy of any of the foregoing, whether or not such copy is a copy identical to an original, or whether or not such copy contains any commentary or notation whatsoever that does not appear on the original. Agreement Number: 18-168 Local Agency &E Professional Services Lump Sum Consultant Agreement Page 12 of 13 Revised 11/01/2017 For purposes of this AGREEMENT, "ESI"means any and all computer data or electronic recorded media of any kind,including"Native Files",that are stored in any medium from which it can be retrieved and examined, either directly or after translation into a reasonably useable form. ESI may include information and/or documentation stored in various software programs such as: Email,Outlook,Word, Excel,Access,Publisher,PowerPoint,Adobe Acrobat, SQL databases, or any other software or electronic communication programs or databases that the CONSULTANT may use in the performance of its operations. ESI may be located on network servers,backup tapes, smart phones,thumb drives, CDs, DVDs, floppy disks,work computers, cell phones, laptops or any other electronic device that CONSULTANT uses in the performance of its Work or SERVICES hereunder, including any personal devices used by the CONSULTANT or any sub-consultant at home. "Native files"are a subset of ESI and refer to the electronic format of the application in which such ESI is normally created,viewed, and/or modified. The CONSULTANT shall include this section XX "Records Maintenance" in every subcontract it enters into in relation to this AGREEMENT and bind the sub-consultant to its terms, unless expressly agreed to otherwise in writing by the AGENCY prior to the execution of such subcontract. In witness whereof, the parties hereto have executed this AGREEMENT as of the day and year shown in the "Execution Date"box on page one (1) of this AGREEMENT. Cg'e49t(fr--- WO I Signature Date k€4/ amu, zo 1 Si ature Date Any modification, change, or reformation of this AGREEMENT shall require approval as to form by the Qffice of the Attorney General. Agreement Number: 18-168 Local Agency A&E Professional Services Lump Sum Consultant Agreement Page 13 of 13 Revised 11/01/2017 Exhibit A Scope of Work Project No. 0268 BWA will provide the following landscape architectural services: meeting Attendance at public meetings and design team/stakeholder meetings,preparation of graphic communication exhibits for public and client meetings, preliminary design plans,preparing final plans, specifications and estimates(PS&E). We will coordinate with the Owner and other consultant team members. Specific tasks include: Task 1 -Design Development • Attend one kick-off meeting. • Assist City and design team in preparation of concept design plan illustrating alignment, property purchase opportunities, trailheads and gardens. • We will participate in up to (2)team design meetings with stakeholders and we have allowed for(4) additional meetings at the City of Spokane Valley Engineering office as required for coordination. • Layout assistance with horizontal alignment including meandering trail for interest and accommodation of park amenities and placeholders for public art. • Grading and earthwork recommendations for trail enhancements. • Preliminary design presentation graphics will be a combination of computer and hand illustrated sections, sketches or plan views in PDF or JPG format. Task 2 - Construction Documentation • Plan and detail sheets for site materials and furnishings,planting plan, irrigation plans. • Technical specifications for landscape architectural discipline. • Design and coordinate any phasing for landscape architecture discipline as part of the work. •Preparation of 50%and 100% Construction Documents including opinion of probable cost for landscape architectural discipline. •Work within the public right-of-way will be coordinated with and conducted by the City of Spokane Valley as required by local jurisdictions. • Design calculations as required for permitting the landscape architectural discipline. • Deliverable—Preliminary and construction documents will be AutoCAD produced plans. Technical specifications for work associated with BWA responsibilities will be provided to the City of Spokane Valley Engineering Department in Word format following WSDOT Design Manual and AASHTO Guide for the Planning, Design, and Operation of Pedestrian Facilities. • Submittals—We will provide preliminary construction documents for review for(2) dedicated owner review meetings during the Construction Document Phase at 50%, and 90%reviews. • Design Alternates- Should alternates be requested by the City of Spokane Valley or the Owner that are in addition to previously approved scope of services, BWA Landscape Architects will negotiate additional compensation for production and inclusion of the alternates into the construction documents. Task 3 —Public Meetings • Attend and participate in Public Open House(s) &Council Meeting(s)to develop public input&consensus-total not to exceed(3)meetings. Task 4-Design Support for Construction(This task may be included in a supplement agreement) • Respond to contractor's RFI's •Reviewing contractor material submittal&shop drawings Agreement Number: 18-168 Exhibit A-Local Agency A&E Professional Services Lump Sum Consultant Agreement Revised 11/01/2017 Page 1 of 1 Exhibit B DBE Participation 0%DBE Goal See attached SBE plan Agreement Number: 18-168 Exhibit B-Local Agency A&E Professional Services Lump Sum Consultant Agreement Revised 11/01/2017 Page 1 of 1 B W A BERNARDO I WILLS ARCHITECTS PC SBE Participation Plan Appleway Trail: Evergreen to Sullivan Agreement No: 18-168 Prime Consultant Name: BernardolWills Architects, PC (BWA) Submittal Date: October 26, 2018 Contract Voluntary SBE Goal: 10% 1. Project: Appleway Trail: Evergreen to Sullivan Administered by: City of Spokane Valley 2. Statement of Commitment BWA is committed to providing fair and equal opportunities for all businesses to compete in the procurement process. We will comply with WSDOT and CSV's SBE participation requirements and implement business practices that promote and help sustain small business involvement and growth. 3. Mission Statement of SBE Plan As a small business itself, BWA commits to assist and encourage other small businesses to grow by removing unnecessary contracting burdens from our small business partners and promoting an atmosphere conductive to their growth and development. For instance, we allow self-certification of small business status and remove unnecessarily high insurance requirements for some sub-consultants. 4. SBE Plan Implementation BWA's Small Business Participation Plan is administered by Gretchen Renz, who is our Business Manager. Gretchen administers policies and procedures related to our teaming and contracting that assist small businesses in accessing and participating in our projects. She provides mentoring and training to SBEs navigating the contracting process for the first time. Gretchen also monitors and reports all payments made to SBE partners. 5. Methodologies We have identified many opportunities to identify, integrate, mentor and support our SBE partners and provide them meaningful roles on our projects. Some of the methods we use are: • Employ existing resources to solicit SBEs. • Personally invite SBEs to attend pre-proposal meetings and walk-throughs. • Identify subconsultant opportunities that BWA would typically self-perform (specification writing, cost estimating, existing conditions survey, etc.) • Pursue new SBE opportunities during all phases of the contract. • Identify specific scopes of work, schedules, and budgets. • As required, assist SBEs with negotiation and contracting process. • Ensure SBE participates in team meetings. 6. Staff Training BWA's approach to mentoring, monitoring and supporting our small business partners is to utilize direct communication to determine their needs. Once any training needs have been identified, BWA staff addresses each need individually and personally. 1 B W A BERNARDO I WILLS ARCHITECTS PC 7. Prompt Payment Tonya Wollschleger, Project Accounting Coordinator, is responsible to ensure prompt payment to subconsultants. For most contracts, we enforce"pay when paid"terms. Unless otherwise required by law, payment for approved amounts is paid to subconsultants within 10 days of receipt by BWA of payment from client.We do negotiate these terms differently, however,for some small business partners who are typically paid within 10— 15 days of our receipt of their invoice or once the work has been invoiced to the client, whichever is first. 8. Conflict/Dispute Resolution BWA and its consultants work diligently to resolve disputes, differences, and controversies through discussion. Any conflicts that arise during or following the completion of any projects cannot be solved through discussion, are be submitted to non-binding mediation unless the parties mutually agree otherwise, thereby providing for mediation as the primary method for dispute resolution. In any case, BWA and its subconsultants agree to continue to perform our obligations and may payments under any contract while disputes are being resolved. 9. Maximize SBE Participation BWA carefully reviews all project solicitations and determines which services can be provided by SBEs. Small business partners are contacted personally and asked to provide firm information. Submitted information is reviewed by key staff and qualified SBEs are included on each team. 10. Monitoring Progress and Adjusting Strategy We regularly poll our small business partners using direct contact and online surveys to find out what barriers or challenges they encountered in the contracting process and determine steps, if any, to take to remove those barriers. 11. Additional Measures As mentioned earlier,we frequently modify our contracting terms and conditions to make it easier for our small business partners to participate.We lower professional liability insurance limits for those SBEs providing low-risk services(specifications writing, cost estimating, interior design, etc.)and adjust our payment terms to improve their cash flows. 12. Identified SBEs for This Contract Although we do not anticipate any subcontracted services for this agreement, if the need for services arises,we have identified the following small business partners as participants: SBE Firm Name Contract Amount Donald F. Trail,AIA(Specifications Writing, and N/A Independent Technical Review) Welch Comer Engineers (Civil Engineering) N/A Evans Engineering &Consulting (Electrical Engineering) N/A SBE Participation Plan 2 October 18,2018 Exhibit C Preparation and Delivery of Electronic Engineering and Other Data In this Exhibit the agency, as applicable, is to provide a description of the format and standards the consultant is to use in preparing electronic files for transmission to the agency.The format and standards to be provided may include,but are not limited to,the following: I. Surveying,Roadway Design&Plans Preparation Section A. Survey Data N/A B. Roadway Design Files N/A C. Computer Aided Drafting Files Latest version of Civil3D or compatible software Agreement Number: 18-168 Exhibit C-Local Agency A&E Professional Services Lump Sum Consultant Agreement Revised 11/01/2017 Page 1 of 4 D. Specify the Agency's Right to Review Product with the Consultant N/A E. Specify the Electronic Deliverables to Be Provided to the Agency Microsoft Word,Excel and PDF files F. Specify What Agency Furnished Services and Information Is to Be Provided Civil3d files of topography basemap and City design files/templates Agreement Number: 18-168 Exhibit C-Local Agency A&E Professional Services Lump Sum Consultant Agreement Revised 11/01/2017 Page 2 of 4 II. Any Other Electronic Files to Be Provided N/A • III. Methods to Electronically Exchange Data Email,unless files are too large to send, then files will be placed on an FTP site. Exhibit C-Local Agency A &E Professional Services Lump Sum Consultant Agreement Revised 11/01/2017 Page 3 of 4 A. Agency Software Suite N/A B. Electronic Messaging System N/A • C. File Transfers Format N/A Exhibit C-Local Agency A&E Professional Services Lump Sum Consultant Agreement Revised 11/01/2017 Page 4 of 4 Exhibit D Prime Consultant Cost Computations Professional Fees Professional fees to perform the above listed services will be Lump Sum Fee Structure. Items Fee Task 1 -Design Development $10,210 Task 2-Construction Documents $13,475 Task 3 -Public Meetings $2,775 Total fees for all anticipated billable hours are: $26,460.00 Reimbursable expenses associated with project printing for public meetings are in addition to this fee, estimated at $950,and will be invoiced at actual cost. Agreement Number: 18-168 Exhibit D-Local Agency A&E Professional Services Lump Sum Consultant Agreement Revised 11/01/2017 Page 1 of 1 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: 18-168 Exhibit F-Local Agency A&E Professional Services Lump Sum Consultant Agreement Revised 11/01/2017 Page 1 of 1 Exhibit G Certification Documents Exhibit G-1(a) Certification of Consultant Exhibit G-1(b) Certification of City of Spokane Valley Exhibit G-2 Certification Regarding Debarment, Suspension and Other Responsibility Matters - Primary Covered Transactions Exhibit G 3 _, • - , . . . _ - • . Agreement Number: 18-168 Page 1 of 1 Exhibit G-1(a) Certification of Consultant I hereby certify that I am the and duly authorized representative of the firm of BernardolWills Architects,PC whose address is 153 S. Jefferson Street, Spokane, WA 99201 and that neither the above firm nor I have: a) Employed or retained for a commission,percentage,brokerage, contingent fee,or other consideration, any firm or person (other than a bona fide employee working solely for me or the above CONSULTANT) to solicit or secure this AGREEMENT; b) Agreed, as an express or implied condition for obtaining this contract, to employ or retain the services of any firm or person in connection with carrying out this AGREEMENT; or c) Paid, or agreed to pay, to any firm, organization or person (other than a bona fide employee working solely for me or the above CONSULTANT) any fee, contribution, donation, or consideration of any kind for,or in connection with,procuring or carrying out this AGREEMENT; except as hereby expressly stated(if any); I acknowledge that this certificate is to be furnished to the City of Spokane Valley and the Federal Highway Administration,U.S. Department of Transportation in connection with this AGREEMENT involving participation of Federal-aid highway funds, and is subject to applicable State and Federal laws,both criminal and civil. BernardolWills Architects, PC Consultant(Firm Name) • J • Qia494/ 2.4P, - eitY Si! re(Au i'• e.i 0fficial of Consultant) Date Agreement Number: Page 1 of 1 Exhibit G-1(b) Certification of City of Spokane Valley I hereby certify that I am the: !❑ City Manager ❑ Other of the City of Spokane Valley , and the Consultant 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 Washington State Department of Transportation 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. Mo, 20 la Signature Date Agreement Number: Page 1 of i 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. BernardojWills Architects, PC Consultant(Firm Name) foi d� � '7.40 1 /i f,. Signature(Au • -• •' 'al of Consultant) Date Agreement Number: 18-168 Page 1 of f Exhibit 1 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 ecceeds 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 I 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 crror(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 crror(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: 18-168 Exhibit I-Local Agency A&E Professional Services Lump Sum Consultant Agreement Revised 11/01/2017 Page 1 of 2 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 errors) 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: 18-168 Extant Local Agency A&E Professional Services Lump Sum Consultant Agreement Revised 11/01/2017 Page 2 of 2 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 Utile 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: 18-168 Exhibit J-Local Agency A&E Professional Services Lump Sum Consultant Agreement Revised 11101/2017 Page 1 of 2 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 FI IWA 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: 18-168 Exhibit J-Local Agency A 8 E Professional Services Lump Sum Consultant Agreement Revised 11/01/2017 Page 2 of 2 >..-.-.411 BERNARC-01 JWOLFER ACORU" DATE(MMroDlYYY1� �� CERTIFICATE OF LIABILITY INSURANCE 10/29/2018 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(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 AME CT Jenna Wolfer Alliant Insurance Services,Inc. PHONE 509 624-3291 Fi4X 509 456-0294 818 W Riverside Ave Ste 800 (ac,No,Ext):( ) (vc,No):( ) Spokane,WA 99201 n oR1Ess:• Jenna.wolfer@alliant.com INSURER(S)AFFORDING COVERAGE NAIC# INSURER A:National Fire Insurance Company of Hartford 20478 INSURED INSURER B:Transportation Insurance Company 20494 Bernardo-Wills Architects INSURER C:Travelers Property Casualty Company of America 25674 153 S Jefferson Street INSURER D: Spokane,WA 99204 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 IMMIDD/YYYYI (MM/DD/YYYY) A X COMMERCIAL GENERAL LIABILITY EACH OCCURRENCE $ 1,000,000 CLAIMS-MADE X OCCUR2072475103 11/01/2018 11/01/2019 DAMAGE TO RENTED 300,000 X x PREMISES(Ea occurrence) $ MED EXP(Any one person) $ 10,000 PERSONAL&ADV INJURY i 1,000,000 GE 'L AGGREGATE LIMIT APPLIES PER: GENERAL AGGREGATE $ 2,000,000 X POLICY PRO- JECT LOC PRODUCTS-COMP/OP AGG $ 2,000,000 OTHER: _ $ A (Ea aBI ED SINGLE LIMIT 1,000,000 AUTOMOBILE LIABILITY X ANY AUTO 4024492367 11/01/2018 11/01/2019 BODILYINJURY(Perperson) $ OWNED SCHEDULED AUTOS ONLY _ AUTOS BODILY INJURYp (Per accident) $ AUTOS ONLY _ NON-OWNED ONLYY PROPERTY acEciident)SAGE _$ • $ B X UMBRELLA LIAB X OCCUR EACH OCCURRENCE 4,000,000 EXCESS LIAB CLAIMS-MADE 2072475067 11/01/2018 11/01/2019 AGGREGATE 4,000,000 DED X RETENTION$ 10,000 $ A WORKERS COMPENSATION PER OTH- AND EMPLOYERS'LIABILITY STATUTE ER Y/N 2072475103 11/01/2018 11/01/2019 1,000,000 ANY PROPRIETOR/PARTNER/EXECUTIVE E.L.EACH ACCIDENT $ FFICER/MEMBER EXCLUDED? N/A Mandatory in NH) E.L.DISEASE-EA EMPLOYEE $ 1,000,000 If yes,describe under 1,000,000 DESCRIPTION OF OPERATIONS below E.L.DISEASE-POLICY LIMIT $ C Professional Liab 105740569 02/01/2018 02/01/2019 Professional Liab 3,000,000 C Professional Liab 105740569 02/01/2018 02/01/2019 Retention 35,000 DESCRIPTION OF OPERATIONS/LOCATIONS/VEHICLES (ACORD 101,Additional Remarks Schedule,may be attached If more space is required) Project:Appleway Trail,Evergreen to Sullivan The City of Spokane Valley is named as additional insured under the general liability for ongoing operations of the named insured as required by written contract. CERTIFICATE HOLDER CANCELLATION SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE Cityof Spokane ValleyTHE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN p ACCORDANCE WITH THE POLICY PROVISIONS. 10210 E Sprague Ave Spokane Valley,WA 99206 AUTHORIZED REPRESENTATIVE I ACORD 25(2016/03) ©1988-2015 ACORD CORPORATION. All rights reserved. The ACORD name and logo are registered marks of ACORD CNA S(Ed . 6 16) BLANKET ADDITIONAL INSURED AND LIABILITY EXTENSION ENDORSEMENT This endorsement modifies insurance provided under the following: BUSINESSOWNERS LIABILITY COVERAGE FORM BUSINESSOWNERS COMMON POLICY CONDITIONS TABLE OF CONTENTS I. Blanket Additional Insured Provisions A. Additional insured—Blanket Vendors B. Miscellaneous Additional Insureds C. Additional Provisions Pertinent to Additional insured Coverage 1. Primary—Noncontributory provision 2. Definition of°written contract." II. Liability Extension Coverages A. Bodily Injury—Expanded Definition B. Broad Knowledge of Occurrence C. Estates,Legal Representatives and Spouses D. Legal Liability—Damage to Premises E. Personal and Advertising Injury—Discrimination or Humiliation F. Personal and Advertising In fury—Broadened Eviction G. Waiver of Subrogation-Blanket I. BLANKET ADDITIONAL INSURED PROVISIONS A. ADDITIONAL INSURED—BLANKET VENDORS Who Is An Insured is amended to include as an additional insured any person or organization (referred to below as vendor)with whom you agreed under a'written contract'to provide insurance, but only with respect to 'bodily injury'or'property damage'arising out of'your products'which are distributed or sold in the regular course of the vendor's business,subject to the following additional exclusions: 1. The insurance afforded the vendor does not apply to: a. 'Bodily injury' or 'property damage' for which the vendor is obligated to pay damages by reason of the assumption of liability in a contract or agreement. This exclusion does not apply to liability for damages MEN that the vendor would have in the absence of the contract or agreement; b. Any express warranty unauthorized by you; c. Any physical or chemical change in the product made intentionally by the vendor; pima d. Repackaging, except when unpacked solely for the purpose of inspection, demonstration, testing, or the substitution of parts under instructions from the manufacturer, and then repackaged in the original container; SB146932F(6-16) Page 1 of 7 Copyright,CNA AM Rights Reserved. CNA SB146932F (Ed. 6-16) e. Any failure to make such inspections, adjustments, tests or servicing as the vendor has agreed to make or normally undertakes to make in the usual course of business, in connection with the distribution or sale of the products; f. Demonstration, installation, servicing or repair operations, except such operations performed at the vendor's premises in connection with the sale of the product; g. Products which, after distribution or sale by you, have been labeled or relabeled or used as a container, part or ingredient of any other thing or substance by or for the vendor;or h. 'Bodily injury' or'property damage' arising out of the sole negligence of the vendor for its own acts or omissions or those of its employees or anyone else acting on its behalf. However,this exclusion does not apply to: (1) The exceptions contained in Subparagraphs d.or f.; or (2) Such inspections, adjustments, tests or servicing as the vendor has agreed to make or normally undertakes to make in the usual course of business, in connection with the distribution or sale of the products. 2. This insurance does not apply to any insured person or organization, from whom you have acquired such products,or any ingredient, part or container, entering into, accompanying or containing such products. 3. This provision 2.does not apply to any vendor included as an insured by an endorsement issued by us and made a part of this Policy. 4. This provision 2. does not apply if 'bodily injury' or 'property damage' included within the 'products- completed operations hazard'is excluded either by the provisions of the Policy or by endorsement. B. MISCELLANEOUS ADDITIONAL INSUREDS 1. Who Is An Insured is amended to include as an insured any person or organization (called additional insured) described in paragraphs 3.a. through 3.1. below whom you are required to add as an additional insured on this policy under a"written contract.': 2. However, subject always to the terms and conditions of this policy, including the limits of insurance, we will not provide the additional insured with: a. A higher limit of insurance than required by such'written contract; b. Coverage broader than required by such 'written contract'and In no event greater than that described by the applicable paragraph a.through k. below;or c. Coverage for 'bodily injury' or 'property damage' included within the 'products-completed operations hazard.' But this paragraph c. does not apply to the extent coverage for such liability is provided by paragraph 3.j.below. Any coverage granted by this endorsement shall apply only to the extent permitted by law. 3. Only the following persons or organizations can qualify as additional insureds under this endorsement: a. Controlling Interest Any persons or organizations with a controlling interest in you but only with respect to their liability arising out of: (1) such person or organization's financial control of you; or (2) Premises such person or organization owns, maintains or controls while you lease or occupy these premises; • provided that the coverage granted to such additional insureds does not apply to structural alterations, new construction or demolition operations performed by or for such additional insured. SB146932F(6-16) Page 2 of 7 Copyright,CNA AN Rights Reserved. 146932F CNA S(Ed. 6-16) b. Co-owner of Insured Premises A co-owner of a premises co-owned by you and covered under this insurance but only with respect to the co-owners liability for'bodily injury', 'property damage'or'personal and advertising injury' as co-owner of such premises. c. Grantor of Franchise Any person or organization that has granted a franchise to you, but only with respect to such person or organization's liability for 'bodily injury', 'property damage', or 'personal and advertising injury' as grantor of a franchise to you. d. Lessor of Equipment Any person or organization from whom you lease equipment, but only with respect to liability for'bodily injury', 'property damage' or 'personal and advertising injury' caused in whole or in part by your maintenance, operation or use of such equipment, provided that the 'occurrence' giving rise to such 'bodily injury' or 'property damage' or the offense giving rise to such 'personal and advertising injury' takes place prior to the termination of such lease. e. Lessor of Land Any person or organization from whom you lease land, but only with respect to liability for'bodily injury', 'property damage' or'personal and advertising injury' arising out of the ownership, maintenance or use of that specific part of the land leased to you, provided that the 'occurrence' giving rise to such 'bodily injury' or 'property damage' or the offense giving rise to such 'personal and advertising injury', takes place prior to the termination of such lease.The insurance hereby afforded to the additional insured does not apply to structural alterations, new construction or demolition operations performed by,on behalf of or for such additional insured. f. Lessor of Premises An owner or lessor of premises leased to you, or such owner or lessor's real estate manager, but only with respect to liability for 'bodily injury', 'property damage' or 'personal and advertising injury' arising out of the ownership, maintenance or use of such part of the premises teased to you, and provided that the'occurrence'giving rise to such'bodily injury'or'property damage'or the offense giving rise to such 'personal and advertising injury',takes place prior to the termination of such lease.The insurance hereby afforded to the additional insured does not apply to structural alterations, new construction or demolition operations performed by,on behalf of or for such additional insured. • g. Mortgagee,Assignee or Receiver A mortgagee, assignee or receiver of premises but only with respect to such mortgagee, assignee, or receiver's liability for'bodily injury', 'property damage'or'personal and advertising injury' arising out of the ownership, maintenance, or use of a premises by you. This insurance does not apply to structural alterations, new construction or demolition operations performed by,on behalf of or for such additional insured. h. State or Political Subdivisions A state or government agency or subdivision or political subdivision that has issued a permit or authorization, but only with respect to such government agency or subdivision or political subdivision's ® liability for'bodily injury', 'property damage'or'personal and advertising injury'arising out of: (1) The following hazards in connection with premises you own, rent, or control and to which this insurance applies: (a) The existence, maintenance, repair, construction, erection, or removal of advertising signs, MEM awnings, canopies, cellar entrances, coal holes, driveways, manholes, marquees, hoistaway openings,sidewalk vaults,street banners,or decorations and similar exposures;or (b) The construction, erection,or removal of elevators;or (c) The ownership, maintenance or use of any elevators covered by this insurance;or SB146932F(6-16) Page 3 of 7 Copyright,CNA All Rights Reserved. • B146932F CNA s(Ed. 6-16) (2) The permitted or authorized operations performed by you or on your behalf. But the coverage granted by this paragraph does not apply to: (a) 'Bodily injury', 'property damage' or 'personal and advertising injury' arising out of operations performed for the state or government agency or subdivision or political subdivision;or (b) "Bodily injury'or'property damage' included within the'products-completed operations hazard.' With respect to this provision's requirement that additional insured status must be requested under a 'written contract', we will treat as a 'written contract' any governmental permit that requires you to add the governmental entity as an additional insured. i. Trade Show Event Lessor With respect to your participation in a trade show event as an exhibitor, presenter or displayer, any person or organization .whom you are required to include as an additional insured, but only with respect to such person or organization's liability for 'bodily injury', 'property damage', or 'personal and advertising injury'cause by: a. Your acts or omissions;or b. Acts or omissions of those acting on your behalf; in the performance of your ongoing operations at the trade show premises during the trade show event. j. Other Person or Organization Any person or organization who is not an additional insured under paragraphs a.through I. above. Such additional insured is an insured solely for'bodily injury', 'property damage' or 'personal and advertising injury'for which such additional insured is liable because of your acts or omissions. The coverage granted by this paragraph does not apply to any person or organization: (1) For'bodily injury,' property damage,'or'personal and advertising injury'arising out of the rendering or failure to render any professional services; (2) For'bodily injury'or'property damage'included in the 'products-completed operations hazard.' But this provision(2)does not apply to such 'bodily injury'or'property damage'if: (a) It is entirely due to your negligence and specifically results from your work for the additional insured which is the subject to the'written contract';and (b) The 'written contract' requires you to make the person or organization an additional insured for such'bodily injury'or'property damage'; or (3) Who is afforded additional insured coverage under another endorsement attached to this policy. C. ADDITIONAL PROVISIONS PERTINENT TO ADDITIONAL INSURED COVERAGE With respect only to additional insured coverage provided under paragraphs A. and B. above: 1. The BUSINESSOWNERS COMMON POLICY CONDITIONS are amended to add the following to the Condition entitled Other Insurance: This insurance is excess of all other insurance available to an additional insured whether primary, excess, contingent or on any other basis. However, if a'written contract'requires that this insurance be either primary or primary and noncontributing, then this insurance will be primary and non-contributory relative solely to insurance on which the additional insured is a named insured. 2. Under Liability and Medical Expense Definitions,the following definition is added: 'Written contract'means a written contract or agreement that requires you to make a person or organization an additional insured on this policy,provided the contract or agreement: a. Is currently in effect or becomes effective during the term of this policy;and b. Was executed prior to: SB146932F(6-16) Page 4 of 7 Copyright,CNA AH Rights Reserved. CNA SB146932F (Ed. 6-16) (1) The'bodily injury'or'property damage';or (2) The offense that caused the'personal and advertising injury'; for which the additional insured seeks coverage. IL LIABILITY EXTENSION COVERAGES It is understood and agreed that this endorsement amends the Businessowners Liability Coverage Form. If any other endorsement attached to this policy amends any provision also amended by this endorsement, then that other endorsement controls with respect to such provision,and the changes made by this endorsement to such provision do not apply. A. Bodily Injury—Expanded Definition Under Liability and Medical Expenses Definitions,the definition of'Bodily injury' is deleted and replaced by the following: 'Bodily injury' means physical injury, sickness or disease sustained by a person, including death, humiliation, shock, mental anguish or mental injury by that person at any time which results as a consequence of the physical injury,sickness or disease. B. Broad Knowledge of Occurrence Under Businessowners Liability Conditions, the Condition entitled Duties In The Event of Occurrence, Offense, Claim or Suit is amended to add the following: Paragraphs a.and b.above apply to you or to any additional insured only when such 'occurrence,'offense,claim or'suit' is known to: (1) You or any additional insured that is an individual; (2) Any partner, if you or an additional insured is a partnership; (3) Any manager, if you or an additional insured is a limited liability company; (4) Any'executive officer or insurance manager, if you or an additional insured is a corporation; (5) Any trustee, if you or an additional insured is a trust;or (6) Any elected or appointed official, if you or an additional insured is a political subdivision or public entity. This paragraph applies separately to you and any additional insured. C. Estates,Legal Representatives and Spouses The estates, heirs, legal representatives and spouses of any natural person insured shall also be insured under iv this policy; provided, however,coverage is afforded to such estates, heirs, legal representatives and spouses only for claims arising solely out of their capacity as such and, in the case of a spouse, where such claim seeks damages from marital common property, jointly held property, or property transferred from such natural person insured to such spouse. No coverage is provided for any act, error or omission of an estate, heir, legal representative or spouse outside the scope of such person's capacity as such, provided however that the spouse of a natural person Named Insured and the spouses of members or partners of joint venture or partnership Named Insureds are insureds with respect to such spouses'acts, errors or omissions in the conduct of the Named Insured's business. D. Legal Liability—Damage To Premises 1. Under B.Exclusions,1.Applicable to Business Liability Coverage, Exclusion k.Damage To Property, is replaced by the following: k. Damage To Property 'Property damage'to: smi 1. Property you own, rent or occupy, including any costs or expenses incurred by you, or any other wwwis lamt person, organization or entity, for repair, replacement, enhancement, restoration or maintenance of SB146932F(6-16) Page 5 of 7 Copyright,CNA AN Rights Reserved. SB146932F CNA (Ed. 6-16) such property for any reason, including prevention of injury to a person or damage to another's property; 2. Premises you sell, give away or abandon, if the 'property damage' arises out of any part of those premises; 3. Property loaned to you; 4. Personal property in the care, custody or control of the insured; 5. That particular part of any real property on which you or any contractors or subcontractors working directly or indirectly in your behalf are performing operations, if the 'property damage' arises out of those operations; or 6. That particular part of any property that must be restored, repaired or replaced because 'your work' was incorrectly performed on it. Paragraph 2 of this exclusion does not apply if the premises are "your work' and were never occupied, rented or held for rental by you. Paragraphs 1,3,and 4, of this exclusion do not apply to'property damage'(other than damage by fire or explosion)to premises: (1) rented to you: (2) temporarily occupied by you with the permission of the owner, or (3) to the contents of premises rented to you for a period of 7 or fewer consecutive days. A separate limit of insurance applies to Damage To Premises Rented To You as described in Section D— Liability and Medical Expenses Limits of Insurance. Paragraphs 3,4,5, and 6 of this exclusion do not apply to liability assumed under a sidetrack agreement. Paragraph 6 of this exclusion does not apply to 'property damage' included in the 'products-completed operations hazard.' 2. Under B.Exclusions,1.Applicable to Business Liability Coverage,the following paragraph is added,and replaces the similar paragraph, if any, beneath paragraph (14) of the exclusion entitled Personal and Advertising injury: Exclusions c,d,e,f,g,h,I,k,I,m,n,and o, do not apply to damage by fire to premises while rented to you or temporarily occupied by you with permission of the owner or to the contents of premises rented to you for a period of 7 or fewer consecutive days. A separate limit of insurance applies to this coverage as described in Section D.Liability And Medical Expenses Limits Of Insurance. 3. The first Paragraph under item 5.Damage To Premises Rented To You Limit of the section entitled Liability And Medical Expenses Limits Of Insurance is replaced by the following: The most we will pay under Business Liability for damages because of 'property damage' to any one premises, while rented to you or temporarily occupied by you with the permission of the owner, including contents of such premises rented to you for a period of 7 or fewer consecutive days, is the Damage to Premises Rented to You limit shown in the Declaration. E. Personal and Advertising injury—Discrimination or Humiliation 1. Under Liability and Medical Expenses Definitions, the definition of 'personal and advertising injury' is amended to add the following: h. Discrimination or humiliation that results in injury to the feelings or reputation of a natural person, but only if such discrimination or humiliation is: (1) Not done intentionally by or at the direction of: (a) The insured;or SB146932F(6-16) Page 6 of 7 Copyright,CNA AN Rights Reserved. • CNA S(Ed . 616) (b) Any 'executive officer,' director, stockholder, partner, member or manager (if you are a limited liability company)of the insured;and (2) Not directly or indirectly related to the employment, prospective employment, past employment or termination of employment of any person or person by any insured. 2. Under B. Exclusions, 1.Applicable to Business Liability Coverage, the exclusion entitled Personal and Advertising injury is amended to add the following additional exclusions: (15)Discrimination Relating to Room,Dwelling or Premises Caused by discrimination directly or indirectly related to the sale, rental, lease or sub-lease or prospective sale, rental, lease or sub-lease of any room, dwelling or premises by or at the direction of any insured. (16)Employment Rotated Discrimination Discrimination or humiliation directly or indirectly related to the employment, prospective employment, past employment or termination of employment of any person by any insured. (17)Fines or Penalties Fines or penalties levied or imposed by a governmental entity because of discrimination. 3. This provision (Personal and Advertising injury — Discrimination or Humiliation) does not apply if Personal and Advertising injury Liability is excluded either by the provisions of the Policy or by endorsement. F. Personal and Advertising Injury-Broadened Eviction Under Liability and Medical Expenses Definitions, the definition of 'Personal and advertising injury' is amended to delete Paragraph c. and replace it with the following: c. The wrongful eviction from, wrongful entry into, or invasion of the right of private occupancy of a room dwelling or premises that a person or organization occupies committed by or on behalf of its owner, landlord or lessor. G. Waiver of Subrogation—Blanket We waive any right of recovery we may have against: a. Any person or organization with whom you have a written contract that requires such a waiver. I All other terms and conditions of the Policy remain unchanged. !:1 SB146932F(6-16) Page 7 of 7 Copyright,CNA AN Rights Reserved. B 1469 CNA S(Ed. 6-116) IMPORTANT: THIS ENDORSEMENT CONTAINS DUTIES THAT APPLY TO THE ADDITIONAL INSURED IN THE EVENT OF OCCURRENCE, OFFENSE, CLAIM OR SUIT. SEE PARAGRAPH C., OF THIS ENDORSEMENT FOR THESE DUTIES. BLANKET ADDITIONAL INSURED ENDORSEMENT WITH PRODUCTS-COMPLETED OPERATIONS COVERAGE BLANKET WAIVER OF SUBROGATION Architects,Engineers and Surveyors This endorsement modifies insurance provided under the following: BUSINESSOWNERS LIABILITY COVERAGE FORM BUSINESSOWNERS COMMON POLICY CONDITIONS A. Who Is An Insured is amended to include as an insured any person or organization whom you are required to add as an additional insured on this policy under a written contract or written agreement; but the written contract or written agreement must be: 1. Currently in effect or becoming effective during the term of this policy; and 2. Executed prior to the: a. 'Bodily injury'or'property damage'; or b. Offense that caused the'personal and advertising injury; for which the additional insured seeks coverage B. The insurance provided to the additional insured is limited as follows: 1. The person or organization is an additional insured only with respect to liability for 'bodily injury', 'property damage'or'personal and advertising injury'caused in whole or in part by: a. Your acts or omissions;or b. The acts or omissions of those acting on your behalf, in the performance of your ongoing operations specified in the written contract or written agreement;or c. 'Your work' that is specified in the written contract or written agreement, but only for 'bodily injury' or 'property damage'included in the'products-completed operations hazard',and only if: (1) The written contract or written agreement requires you to provide the additional insured such coverage; and (2) This Coverage Part provides such coverage. 2. The Limits of Insurance applicable to the additional insured are those specified in the written contract or written agreement or in the Declarations of this policy,whichever is less.These Limits of Insurance are inclusive of, and not in addition to,the Limits of Insurance shown in the Declarations. 3. The insurance provided to the additional insured does not apply to'bodily injury', 'property damage'or'personal and advertising injury'arising out of an architects, engineer's, or surveyor's rendering of or failure to render any professional services including: a. The preparing, approving, or failing to prepare or approve maps, shop drawings, opinions, reports, surveys, field orders, change orders or drawings and specifications by any architect, engineer or surveyor performing services on a project of which you serve as construction manager;or b. Inspection, supervision, quality control, engineering or architectural services done by you on a project of which you serve as construction manager. SB146968B(6-16) Page 1 of 2 Copyright,CNA AN Rights Reserved. 8B CNA SB(Ed. 6-16) 4. The insurance provided to the additional insured does not apply to'bodily injury', 'property damage'or'personal and advertising injury' arising out of construction or demolition work while you are acting as a construction or demolition contractor. C. Under Businessowners Liability Conditions, the condition entitled Duties In The Event of Occurrence,Offense, Claim or Suit is amended to add the following: An additional insured under this endorsement will as soon as practicable: 1. Give written notice of an occurrence or an offense to us which may result in a claim or'suit' under this insurance; 2. Tender the defense and indemnity of any claim or'suit'to us for a loss we cover under this Coverage Part; 3. Except as provided for in paragraph D.2.below: a. Tender the defense and indemnity of any claim or 'suit'to any other insurer which also has insurance for a loss we cover under this Coverage Part;and b. Agree to make available any other insurance which the additional insured has for a loss we cover under this Coverage Part. We have no duty to defend or indemnify an additional insured under this endorsement until we receive written notice of a claim or'suit'from the additional insured. D. With respect only to the insurance provided by this endorsement, the condition entitled Other Insurance of the BUSINESSOWNERS COMMON POLICY CONDITIONS is amended to delete paragraphs 2.and 3.and replace them with the following: 2. This insurance is excess over any other insurance available to the additional insured, whether primary, excess, contingent or on any other basis, But if required by the written contract or written agreement,this insurance will be primary and noncontributory relative to insurance on which the additional insured is a Named Insured. 3. When this insurance is excess,we will have no duty under Business Liability insurance to defend the additional insured against any'suit' if any other insurer has a duty to defend the additional insured against that 'suit' If no other insurer defends, we will undertake to do so, but we will be entitled to the additional insured's rights against all those other insurers. When this insurance is excess over other insurance,we will pay only our share of the amount of the loss, if any, that exceeds the sum of: (a) The total amount that all such other insurance would pay for the loss in the absence of this insurance;and (b) The total of all deductible and self-insured amounts under all that other insurance. We will share the remaining loss, if any, with any other insurance that is not described in this Excess Insurance 0 provision and was not bought specifically to apply in excess of the Limits of Insurance shown in the Declarations of this Coverage Part. E. The condition entitled Transfer of Rights of Recovery Against Others to Us of the BUSINESSOWNERS COMMON POLICY CONDITIONS is amended to deleted paragraph 2.and replace it with the following: 2. We waive any right of recovery we may have against any person or organization with whom you have agreed to waive such right of recovery in a written contract or agreement because of payments we make for injury or damage arising out of your ongoing operations or 'your work' done under a contract with that person or = organization and included within the'products-completed operations hazard.' All other terms and conditions of the Policy remain unchanged. Imes ii mi SB146968B(6-16) Page 2 of 2 Copyright,CNA All Rights Reserved. BERNARC-01JWOLFER DATE (MM/DD/YYYY) CERTIFICATE OF LIABILITY INSURANCE 10/30/2019 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). Jenna Wolfer CONTACT PRODUCER NAME: Alliant Insurance Services, Inc. PHONEFAX (509) 624-3291(509) 456-0294 (A/C, No, Ext):(A/C, No): 818 W Riverside Ave Ste 800 E-MAIL jenna.wolfer@alliant.com Spokane, WA 99201 ADDRESS: INSURER(S) AFFORDING COVERAGENAIC # National Fire Insurance Company of Hartford20478 INSURER A : Transportation Insurance Company20494 INSURED INSURER B : Travelers Casualty and Surety Company of America 31194 Bernardo-Wills Architects INSURER C : 153 S Jefferson Street INSURER D : Spokane, WA 99204 INSURER E : INSURER F : COVERAGESCERTIFICATE 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. POLICY EFFPOLICY EXP INSRADDLSUBR TYPE OF INSURANCEPOLICY NUMBERLIMITS (MM/DD/YYYY)(MM/DD/YYYY) LTRINSDWVD A 1,000,000 X COMMERCIAL GENERAL LIABILITY EACH OCCURRENCE$ 300,000 DAMAGE TO RENTED X 207247510311/1/201911/1/2020 CLAIMS-MADEOCCUR XX $ PREMISES (Ea occurrence) 10,000 MED EXP (Any one person)$ 1,000,000 PERSONAL & ADV INJURY$ 2,000,000 GEN'L AGGREGATE LIMIT APPLIES PER:GENERAL AGGREGATE$ 2,000,000 PRO- POLICYLOC PRODUCTS - COMP/OP AGG$ JECT OTHER:$ A 1,000,000 COMBINED SINGLE LIMIT AUTOMOBILE LIABILITY $ (Ea accident) 402449236711/1/201911/1/2020 ANY AUTO BODILY INJURY (Per person)$ OWNEDSCHEDULED X AUTOS ONLYAUTOSBODILY INJURY (Per accident)$ PROPERTY DAMAGE HIREDNON-OWNED (Per accident)$ AUTOS ONLYAUTOS ONLY $ B 4,000,000 XX UMBRELLA LIAB OCCUR EACH OCCURRENCE$ 207247506711/1/201911/1/2020 4,000,000 EXCESS LIAB CLAIMS-MADE AGGREGATE$ 10,000 X DEDRETENTION$ $ A PEROTH- WORKERS COMPENSATION STATUTEER AND EMPLOYERS' LIABILITY Y / N 207247510311/1/201911/1/2020 1,000,000 ANY PROPRIETOR/PARTNER/EXECUTIVE E.L. EACH ACCIDENT$ N / A OFFICER/MEMBER EXCLUDED? 1,000,000 (Mandatory in NH) E.L. DISEASE - EA EMPLOYEE$ If yes, describe under 2,000,000 DESCRIPTION OF OPERATIONS belowE.L. DISEASE - POLICY LIMIT$ C Professional Liab0105740569LB2/1/20192/1/2020 Professional Liab3,000,000 C Professional Liab0105740569LB2/1/20192/1/2020 Retention35,000 DESCRIPTION OF OPERATIONS / LOCATIONS / VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached if more space is required) Project: Appleway Trail, Evergreen to Sullivan The City of Spokane Valley is named as additional insured under the general liability for ongoing operations of the named insured as required by written contract. CERTIFICATE HOLDERCANCELLATION SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN City of Spokane Valley ACCORDANCE WITH THE POLICY PROVISIONS. 10210 E Sprague Ave Spokane Valley, WA 99206 AUTHORIZED REPRESENTATIVE ACORD 25 (2016/03)© 1988-2015 ACORD CORPORATION. All rights reserved. The ACORD name and logo are registered marks of ACORD