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19-158.00 Strata: Appleway Trail Evergreen to Sullivan Materials Testing Local Agency A&E Professional Services Negotiated Hourly Rate Consultant Agreement Agreement Number: 19-158 Firm/Organization Legal Name (do not use dba's): Strata, Inc. Address Federal Aid Number 10020 E Knox Avenue, Suite 200, Spokane, WA 99206 CM-1223(005) UBI Number Federal TIN or SSN Number 601-187-858 r REDACTED Execution Date Completion Date 12/31/2020 1099 Form Required Federal Participation ❑ Yes D No El Yes ❑ No Project Title Appleway Trail: Evergreen to Sullivan-Material Testing Description of Work Provide material testing services including, soils, aggregate and asphalt density testing, delivered concrete property testing, cylinder casting, and associated laboratory testing procedures for the Appleway Trail Project-Evergreen to Sullivan. [This document contains confidential tax information and has been redacted pursuant to RCW 82.32.330. You may petition for a review of our findings pertaining to any redacted or withheld documents pursuant to Spokane Valley Municipal Code (SVMC) 2.75.080; and obtain Judicial review pursuant to RCW 42 56 550 ❑ Yes n No DBE Participation Maximum Amount Payable: $19,650.00 ❑ Yes Q No MBE Participation ❑ Yes Q No WBE Participation n Yes 10%Voluntary Goal ❑ No SBE Participation Index of Exhibits Exhibit A Scope of Work Exhibit B DBE Participation/SBE Plan Exhibit C Preparation and Delivery of Electronic Engineering and Other Data Exhibit D Prime Consultant Cost Computations Exhibit E Sub consultant Co,: Computations Exhibit F Title VI Assurances Exhibit G Certification Documents Exhibit II Liability Insurance Increase Exhibit I Alleged Consultant Design Error Procedures Exhibit J Consultant Claim Procedures Local Agency A&E Professional Services Agreement Number 1 9-1 58 Negotiated Hourly Rate Consultant Agreement Revised 02/28/2018 Page 1 of34 THIS AGREEMENT, made and entered into as shown in the "Execution Date" box on page one (I) of this AGREEMENT, between the CO 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 (I) of this AGREEMENT and hereafter called the "SERVICES;" and does not have sufficient staff to meet the required commitment and therefore deems it advisable and desirable to engage the assistance of a CONSULTANT to provide the necessary SERVICES; and WHEREAS, the CONSULTANT represents that they comply with the Washington State Statutes relating to professional registration, if applicable, and has signified a willingness to furnish consulting services to the AGENCY. NOW, THEREFORE, in consideration of the terms, conditions, covenants, and performance contained herein, or attached and incorporated and made a part hereof, the parties hereto agree as follows: I. General Description of Work The work under this AGREEMENT shall consist of the above-described SERVICES as herein defined, and necessary to accomplish the completed work for this project. The CONSULTANT shall furnish all services, labor, and related equipment and, if applicable, sub-consultants and subcontractors necessary to conduct and complete the SERVICES as designated elsewhere in this AGREEMENT. II. General Scope of Work The Scope of Work and projected level of effort required for these SERVICES is described in Exhibit "A" attached hereto and by this reference made a part of this AGREEMENT. The General Scope of Work was developed utilizing performance based contracting methodologies III. General Requirements All aspects of coordination of the work of this AGREEMENT with outside agencies, groups, or individuals shall receive advance approval by the AGENCY. Necessary contacts and meetings with agencies, groups, and/or individuals shall be coordinated through the AGENCY. The CONSULTANT shall attend coordination, progress, and presentation meetings with the AGENCY and/or such State, Federal, Community, City, or County officials, groups or individuals as may be requested by the AGENCY. The AGENCY will provide the CONSULTANT sufficient notice prior to meetings requiring CONSULTANT participation. The minimum required hours or days' notice shall be agreed to between the AGENCY and the CONSULTANT and shown in Exhibit"A." The CONSULTANT shall prepare a monthly progress report, in a form approved by the AGENCY, which will outline in written and graphical form the various phases and the order of performance of the SERVICES in sufficient detail so that the progress of the SERVICES can easily be evaluated The CONSULTANT,any sub-consultants, and the AGENCY shall comply with all Federal, State, and local laws, rules, codes, regulations, and all AGENCY policies and directives, applicable to the work to be performed under this AGREEMENT This AGREEMENT shall be interpreted and construed in accordance with the laws of the State of Washington Local Agency A&E Professional Services Agreement Number I0-I5e Negotiated Hourly Rate Consultant Agreement Revised 02/28/2018 Page 2 of 34 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 (CUE) 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 absent 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 (including Prime) 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 pnor 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 0) certified mail, return receipt requested, or(ii)by email or facsimile, to the address set forth below. If to AGENCY: If to CONSULTANT' Name: Robert Lochmiller, PE Name: Paxton K. Anderson, P.E. Agency: City of Spokane Valley Agency: STRATA, Inc. Address: 10210 E. Sprague Avenue Address: 10020 E. Knox Avenue, Suite 200 City: Spokane Valley State: WA Zip: 99206 City: Spokane State' WA Zip:99206 Email: rlochmdler@spokanevalley.org Email panderson@stratageotech.com Phone: 509-720-5010 Phone: 509-891-1904 Facsimile: Facsimile: 509-891-2012 IV. Time for Beginning and Completion The CONSULTANT shall not begin any work under the terms of this AGREEMENT until authorized in writing by the AGENCY. All work under this AGREEMENT shall conform to the criteria agreed upon detailed in the AGREEMENT documents. These SERVICES must be completed by the date shown in the heading of this AGREEMENT titled "Completion Date." The established completion time shall not be extended because of any delays attributable to the CONSULTANT, but may be extended by the AGENCY in the event of a delay attributable to the AGENCY, or because of unavoidable delays caused by an act of GOD, governmental actions, or other conditions beyond the control of the CONSULTANT. A prior supplemental AGREEMENT issued by the AGENCY is required to extend the established completion time Local Agency ARE Pro essional Services Agreement Number19-158 Negotiated Hourly Rate Consultant Agreement RevAsed 02/28/2078 Page 3 of 34 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, matenals, supplies, equipment, and incidentals necessary to complete SERVICES. The CONSULTANT shall conform to all applicable portions of 48 CFR Part 31 (www.ecfr gov). A. Hourly Rates: Hourly rates are comprised of the following elements - Direct(Raw)Labor, Indirect Cost Rate, and Fixed Fee (Profit). The CONSULTANT shall be paid by the AGENCY for work done, based upon the negotiated hourly rates shown in Exhibits "D" and "E" attached hereto and by reference made part of this AGREEMENT. These negotiated hourly rates will be accepted based on a review of the CONSULTANT's direct labor rates and indirect cost rate computations and agreed upon fixed fee. The accepted negotiated rates shall be memorialized in a final written acknowledgment between the parties. Such final written acknowledgment shall be incorporated into, and become a part of, this AGREEMENT. The initially accepted negotiated rates shall be applicable from the approval date, as memorialized in a final wntten acknowledgment, to 180 days following the CONSULTANT's fiscal year end(FYE)date The direct (raw) labor rates and classifications, as shown on Exhibits "D" and "E" shall be subject to renegotiations for each subsequent twelve (12) month period (180 days following FYE date to 180 days following FYE date) upon written request of the CONSULTANT or the AGENCY. The written request must be made to the other party within ninety (90) days following the CONSULTANT's FYE date. If no such written request is made, the current direct (raw) labor rates and classifications as shown on Exhibits "D" and "E"will remain in effect for the twelve (12)month period. Conversely, if a timely request is made in the manner set forth above, the parties will commence negotiations to determine the new direct (raw) labor rates and classifications that will be applicable for the twelve (12 month period. Any agreed to renegotiated rates shall be memorialized in a final written acknowledgment between the parties. Such final written acknowledgment shall be incorporated into, and become a part of, this AGREEMENT. If requested, the CONSULTANT shall provide current payroll register and classifications to aid in negotiations. If the parties cannot reach an agreement on the direct (raw) labor rates and classifications, the AGENCY shall perform an audit of the CONSULTANT's books and records to determine the CONSULTANT's actual costs. The audit findings will establish the direct (raw) labor rates and classifications that will applicable for the twelve (12)month period. The fixed fee as identified in Exhibits "D" and 'B" shall represent a value to be applied throughout the life of the AGREEMENT. The CONSULTANT shall submit annually to the AGENCY an updated indirect cost rate within 180 days of the close of its fiscal year. An approved updated indirect cost rate shall be included in the current fiscal year rate under this AGREEMENT, even if/when other components of the hourly rate are not renegotiated. These rates will be applicable for the twelve (12) month period. At the AGENCY's option, a provisional and/or conditional indirect cost rate may be negotiated. This provisional or conditional indirect rate shall remain in effect until the updated indirect cost rate is completed and approved. Indirect cost rate costs incurred during the provisional or conditional period will not be adjusted. The CONSULTANT may request an extension of the last approved indirect cost rate for the twelve (12) month penod. These requests for provisional indirect cost rate and/or extension will be considered on a case-by-case basis, and if granted, will be memorialized in a final written acknowledgment. The CONSULTANT shall maintain and have accessible support data for verification of the components of the hourly rates, i.e., direct (raw) labor, indirect cost rate, and fixed fee (profit) percentage. The CONSULTANT shall bill each employee's actual classification, and actual salary plus indirect cost rate plus fixed fee Local 4gercep A&E Professional Services Agreement Number 1 9-1 58 Negotiated Hourly Rate Consultant Agreement Revised 02/28/2018 Page 4 of 34 A. Direct Non-Salary Costs: Direct Non-Salary Costs will be reimbursed at the actual cost to the CONSULTANT. These charges may include, but are not limited to, the following items: travel, printing, long distance telephone, supplies, computer charges, and fees of sub-consultants. Air or train travel will be reimbursed only to lowest price available, unless otherwise approved by the AGENCY. The CONSULTANT shall comply with the rules and regulations regarding travel costs (excluding air, train, and rental car costs) in accordance with the WSDOT's Accounting Manual M 13-82, Chapter 10—Travel Rules and Procedures, and all revisions thereto. Air, train, and rental card costs shall be reimbursed in accordance with 48 Code of Federal Regulations (CFR) Part 31.205-46 "Travel Costs." The billing for Direct Non-salary Costs shall include an itemized listing of the charges directly identifiable with these SERVICES. The CONSULTANT shall maintain the original supporting documents in their office. Copies of the original supporting documents shall be supplied to the STATE upon request. All above charges must be necessary for the SERVICES provided under this AGREEMENT B. Maximum Amount Payable: The Maximum Amount Payable by the AGENCY to the CONSULTANT under this AGREEMENT shall not exceed the amount shown in the heading of this AGREEMENT on page one (1.) The Maximum Amount Payable does not include payment for extra work as stipulated in section XIII, "Extra Work."No minimum amount payable is guaranteed under this AGREEMENT. C Monthly Progress Payments: Progress payments may be claimed on a monthly basis for all costs authonzed in A and B above. Detailed statements shall support the monthly billings for hours expended at the rates established in Exhibit "D," including names and classifications of all employees, and billings for all direct non-salary expenses. To provide a means of verifying the billed salary costs for the CONSULTANT's employees, the AGENCY may conduct employee interviews. These interviews may consist of recording the names, titles, salary rates, and present duties of those employees performing work on the SERVICES at the time of the interview. 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 upon receipt of all PS&E, plans, maps, notes, reports, electronic data, and other related documents, which are required to be furnished under this AGREEMENT. Acceptance of such Final Payment by the CONSULTANT shall constitute a release of all claims for payment, which the CONSULTANT may have against the AGENCY unless such claims are specifically reserved in writing and transmitted to the AGENCY by the CONSULTANT prior to its acceptance. Said Final Payment shall not, however, be a bar to any claims that the AGENCY may have against the CONSULTANT or to any remedies the AGENCY may pursue with respect to such claims. The payment of any billing will not constitute agreement as to the appropriateness of any item and at the time of final audit all required adjustments will be made and reflected in a final payment. In the event that such final audit reveals an overpayment to the CONSULTANT, the CONSULTANT will refund such overpayment to the AGENCY within thirty (30) calendar days of notice of the overpayment. Such refund shall not constitute a waiver by the CONSULTANT for any claims relating to the validity of a finding by the AGENCY of overpayment Per WSDOT's "Audit Guide for Consultants," Chapter 23 "Resolution Procedures," the CONSULTANT has twenty(20) working days after receipt of the final Post Audit to begin the appeal process to the AGENCY for audit findings 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. An interim or post audit may be performed on this AGREEMENT. The audit, if any, will be performed by the State Auditor, WSDOT's Internal Audit Office and /or at the request of the AGENCY'S Project Manager. 19-158 Local Agency A&E Professional Services Agreement Number Negotiated Hourly Rate Consultant Agreement Revised 02/28/2018 Page 5 of 34 VI. Sub-Contracting The AGENCY permits subcontracts for those items of SERVICES as shown in Exhibit "A" attached hereto and by this reference made part of this AGREEMENT The CONSULTANT shall not subcontract for the performance of any SERVICE under this AGREEMENT without prior written permission of the AGENCY. No permission for subcontracting shall create, between the AGENCY and sub-consultant, any contract or any other relationship. Compensation for this sub-consultant SERVICES shall be based on the cost factors shown on Exhibit "E" attached hereto and by this reference made part of this AGREEMENT. The SERVICES of the sub-consultant shall not exceed its maximum amount payable identified in each sub consultant cost estimate unless a prior written approval has been issued by the AGENCY. All reimbursable direct labor, indirect cost rate, direct non-salary costs and fixed fee costs for the sub-consultant shall be negotiated and substantiated in accordance with section V "Payment Provisions" herein and shall be memonalized 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 dunng 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. Local Agency.4&E Professional Services Agreement Number 19-158 Negotiated Hourly Rate Consultant Agreement Revised 02/28/2018 Page 6 of 34 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 (Public Law (42 U.S.C. Chapter 21 Subchapter V § 100-259) 2000d through 2000d-4a) • American with Disabilities Act of 1990 (42 • Federal-aid Highway Act of 1973 (23 U.S.C. Chapter 126 § 12101 et. seq ) 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 § • 49 CFR Part 26 794) • RCW 49.60.180 • Age Discrimination Act of 1975 (42 U.S.C. Chapter 76 § 6101 et seq.) In relation to Title VI of the Civil Rights Act of 1964, the CONSULTANT is bound by the provisions of Exhibit "F" attached hereto and by this reference made part of this AGREEMENT, and shall include the attached Exhibit "F" in every sub-contract, including procurement of materials and leases of equipment, unless exempt by the Regulations or directives issued pursuant thereto. IX. Termination of Agreement The right is reserved by the AGENCY to terminate this AGREEMENT at any time with or without cause upon ten (10) days written notice to the CONSULTANT. In the event this AGREEMENT is terminated by the AGENCY, other than for default on the part of the CONSULTANT, a final payment shall be made to the CONSULTANT for actual hours charged at the time of termination of this AGREEMENT, plus any direct non-salary costs incurred up to the time of termination of this AGREEMENT. No payment shall be made for any SERVICES completed after ten (10) days following receipt by the CONSULTANT of the notice to terminate. If the accumulated payment made to the CONSULTANT prior to Notice of Termination exceeds the total amount that would be due when computed as set forth in paragraph two (2) of this section, then no final payment shall be due and the CONSULTANT shall immediately reimburse the AGENCY for any excess paid. If the services of the CONSULTANT are terminated by the AGENCY for default on the part of the CONSULTANT,the above formula for payment shall not apply. In the event of a termination for default, the amount to be paid to the CONSULTANT shall be determined by the AGENCY with consideration given to the actual costs incurred by the CONSULTANT in performing SERVICES to the date of termination, the amount of SERVICES originally required which was satisfactorily completed to date of termination, whether that SERVICE is in a form or a type which is usable to the AGENCY at the time of termination, the cost to the AGENCY of employing another firm to complete the SERVICES required and the time which may be required to do so, and other factors which affect the value to the AGENCY of the SERVICES performed at the time of termination. Under no circumstances shall payment made under this subsection exceed the amount, which would have been made using the formula set forth in paragraph two (2) of this section. If it is determined for any reason, that the CONSULTANT was not in default or that the CONSULTANT's failure to perform is without the CONSULTANT's or its employee's fault or negligence, the termination shall be deemed to be a termination for the convenience of the AGENCY. In such an event,the CONSULTANT would be reimbursed for actual costs in accordance with the termination for other than default clauses listed previously. Local Agency A&E Professional Services Agreement Number 19-158 Negotiated Hourly Rate Consultant Agreement Revised 02/28/2018 Page 7 of 34 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 Local AencD A&E Professional Services Agreement Number19-158 Negotiated Hourly Rate Consultant Agreement Revised 02/28/2078 Page 8 of 34 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 tie , 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 appropnation 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. The Parties have mutually negotiated this waiver. 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. Local Agency A&E Professional Services Agreement Number 19-158 Negotiated Hourly Rate Consultant Agreement Revised 02/28/2018 Page 9 of 34 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 wntten under ISO Form CG 00 01 10 01 or equivalent providing coverage for any"Auto"(Symbol I )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 famish 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, PE 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: No cancellation of the foregoing policies shall be effective without thirty (30) days prior notice to the AGENCY. The CONSULTANT's professional liability to the AGENCY, including that which may arise in reference to section IX "Termination of Agreement" of this AGREEMENT, shall be limited to the accumulative amount of the authorized AGREEMENT or one million dollars ($1,000,000.00), whichever is greater, unless the limit of liability is increased by the AGENCY pursuant to Exhibit H. In no case shall the CONSULTANT'S professional liabilityto 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 part, 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. Local Agency Professional Services Agreement Number 19-158 Negotiated Hourly Rate Consultant Agreement Revised 02/28/2018 Page 10 of 34 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 AGREEMENTaccordingly 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 engineenng 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 I 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 ($500,000.00.1 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. 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 matenal submitted by the CONSULTANT, and does hereby accept this AGREEMENT and agrees to all of the terms and conditions thereof. Local Agency A&E Professional Services Agreement Number 19-158 Negotiated Hourly Rate Consultant Agreement Revised 02/28/2018 Page 11 of 34 XIX. Protection of Confidential Information The CONSULTANT acknowledges that some of the material and information that may come into its possession or knowledge in connection with this AGREEMENT or its performance may consist of information that is exempt from disclosure to the public or other unauthorized persons under either chapter 42.56 RCW or other local, state, or federal statutes ("State's Confidential Information") The "State's Confidential Information" includes, but is not limited to, names, addresses, Social Security numbers, e-mail addresses, telephone numbers, financial profiles credit card information, driver's license numbers, medical data, law enforcement records (or any other information identifiable to an individual), STATE and AGENCY source code or object code, STATE and AGENCY security data, non-public Specifications, STATE and AGENCY non-publicly available data, proprietary software, STATE and AGENCY security data, or information which may jeopardize any part of the project that relates to any of these types of information. The CONSULTANT agrees to hold the State's Confidential Information in strictest confidence and not to make use of the State's Confidential Information for any purpose other than the performance of this AGREEMENT, to release it only to authonzed 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 a0 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 dunng the term of this AGREEMENT and afterwards. All materials containing such propnetary 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. Local Agency A&E Professional Services Agreement Number 19-158 Negotiated Hourly Rate Consultant Agreement Revised 02/28/2018 Page 12 of 34 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 junsdiction 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 dunng normal working hours. If any litigation, claim, or audit is commenced, the CONSULTANT shall cooperate with AGENCY and assist in the production of all such documents. "Documents" shall be retained until all litigation, claims or audit findings have been resolved even though such litigation, claim, or audit continues past the six (6)year retention period. For purposes of this AGREEMENT, "documents" means every writing or record of every type and description, including electronically stored information ("ESI"), that is in the possession, control, or custody of the CONSULTANT, including, without limitation, any and all correspondences, contracts, AGREEMENTs, appraisals, plans, designs, data, surveys, maps, spreadsheets, memoranda, stenographic or handwritten notes, reports, records, telegrams, schedules, diaries, notebooks, logbooks, invoices, accounting records, work sheets, charts, notes, drafts, scribblings, recordings, visual displays, photographs, minutes of meetings, tabulations, computations, summaries, inventories, and writings regarding conferences, conversations or telephone conversations, and any and all other taped, recorded, written, printed or typed matters of any kind or description; every copy of the foregoing whether or not the original is in the possession, custody, or control of the CONSULTANT, and every copy of any of the foregoing, whether or not such copy is a copy identical to an original, or whether or not such copy contains any commentary or notation whatsoever that does not appear on the original. Local Agency A&E Professional Services Agreement Number 19-158 Negotiated Hourly Rate Consultant Agreement Revised 02/28/2018 Page 13 of 3.1 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. 10-16-19 Signature Date ri(ade (J C ief z4M Signature Date Any modification, change, or reformation of this AGREEMENT shall require approval as to form by the Office of the Attorney General. Local Agency A&E Professional Services Agreement Number 1 9-1 58 Negotiated Hourly Rate Consultant Agreement Revised 02/28/2018 Page 14 of 34 Exhibit A Scope of Work Project No. 0268 Provide material testing services for the Appleway Trail Project on a time and materials negotiated rate basis per attached proposal Local Agency ARE Professional Services Agreement Number 1 9-1 58 Negotiated Hourly Rate Consultant Agreement Revised 02/28/2018 Page 15 of34 srnata October 1, 2019 File: SPP19150 Mr. Mitch Youngs, E.I.T. Assistant Engineer Mr. Robert Lochmiller, P.E. Senior Engineer— Project Manager City of Spokane Valley 10210 East Sprague Avenue Spokane Valley, Washington 99206 Email: myoungs@spokanevalley.org rlochmiller@spokanevalley org RE: Proposal & Preliminary Fee Estimate Construction Material Testing Appleway Trail Pedestrian Path Evergreen Road to Sullivan Road Capital Improvement Project No 0268 Federal Aid Project No. CM-1223(005) Spokane Valley, Washington Greetings Mr Youngs and Mr. Lochmiller: STRATA is pleased to provide this proposal for construction material testing (CMT) services for the Appleway Trail Pedestrian Path project from Evergreen Road to Sullivan Road in Spokane Valley, Washington. STRATA provided the City of Spokane Valley (City) CMT services for the previous Appleway Trail Pedestrian Path project (Sullivan Road to Conklin Road). Accordingly, we are confident that our firm can provide the required CMT services in a cost-effective, timely, and professional manner This proposal contains information regarding our project understanding, anticipated scope of services, details of our unit fees, and an estimate of the material testing investment. We have prepared this proposal based on the following: • Review of the project plans, dated June 27, 2019, provided by the City via electronic mail on September 9, 2019; • Our involvement on similar projects, such as Appleway Shared Use Path and Appleway Trail Pedestrian Path project (Sullivan Road to Conklin Road); • Other referenced standards such as the Washington State Department of Transportation Standard Specifications (WSDOT), American Society for Testing and Materials (ASTM), American Concrete Institute (ACI), and the American Society of Civil Engineers (ASCE); and • City of Spokane Valley Street Standards — Appendix 9A — Minimum Material Testing Frequency. = enue. :S:rte 200 5 ,,. ri • _ ROA FSOJ R www.stratageotech.com Proposal Appleway Trail-Evergreen Road to Sullivan Road Spokane Valley,WA File: SPP19105 Page 2 PROJECT UNDERSTANDING We understand the project Includes construction of a new approximate 1.1-mile long shared use pedestrian trail between Evergreen Road and Sullivan Road in Spokane Valley. The new pedestrian trail will be 12 feet wide with 2-foot wide gravel shoulders, and 4.0 feet wide to variable width landscaped areas on each side. Paving consists of 2-inches of Class 3/8-inch, PG 64S-28 Hot Mixed Asphalt (HMA) over 4-inches of Crushed Surfacing Top Course (CSTC) aggregate. Associated construction includes four roadway crossing improvements to Evergreen Road, Adams Road, Progress Road, and Sullivan Road, including grinding and replacing asphalt roadways, curbs, sidewalks, pedestrian ramps and traffic islands. A new parking area and 190 square-foot pre-fabricated restroom facility will be constructed west of the intersection of Best Road and 2"d Avenue. Earthwork throughout the pedestrian trail consists of cuts and fills (subgrade preparation) approximately 1- to 2.5-feet deep with an approximate 5.0-foot cut at the beginning of the project, near Evergreen Road, installation of water and sewer utilities, lighting facilities, and subgrade preparation and CSTC placement for the restroom facility. This proposal is therefore based on our project understanding, anticipated project duration, and anticipated scope of service for the City. The quantities listed in our fee schedule are estimates; variance in these quantities and associated testing fees may take place due to design changes, additional services, construction schedules, unanticipated conditions, weather delays, contractor scheduling, or other factors beyond our control. We elaborate on our anticipated scope of service and approach in the following sections. PROJECT APPROACH and SCOPE OF SERVICES Project Team Staff assignment will be dependent on the nature of the testing required. Our intention is to be an invaluable resource to the City and members of the design and construction team throughout the duration of the project. Our primary anticipated role for this project will include the following: • Promoting and participating in a SAFE approach to construction activities. • Documentation of construction activities via Daily Field Reports; • Material testing and compliance; and • Communicating directly with the City of Spokane Valley and other designated project personnel. Based on STRATA's review of the project plans, we anticipate our scope of services on this project will consist of the following: Soil/Aggregate Observations and Density Testing STRATA will provide a qualified field professional to test compaction of subgrade and CSTC for the pedestrian path, sidewalks, approaches, curbs, ramps, and parking area and restroom subgrades and CSTC placement. We will sample imported material used at the project site, and transport these samples to our laboratory for required testing. STRATA is not the Geotechnical Engineer-of-Record (GEOR) and assumes the GEOR will provide observations and recommendations specific to the subgrade preparation and improvements (if necessary), and have not included this service in our scope for this project. Accordingly, we assume the GEOR will provide engineering continuity services for this project. www.stratageotech.com ®2019 by STRATA All Rights Reserved Proposal Appleway Trail—Evergreen Road to Sullivan Road Spokane Valley,WA File: SPP19105 Page 3 Concrete Observation, Sampling and Testing STRATA will provide a qualified field professional to conduct sampling and field testing of concrete, including casting of compression test cylinders for verification purposes. Our field services will include testing for slump, temperature (concrete and ambient), air content, and casting of test specimens. Sampling and field-testing of concrete will be conducted by personnel certified by, at minimum, the American Concrete Institute (ACI) as a Concrete Field Testing Technician-Grade I. We estimate that one set of five, 4.0-inch by 8.0-inch, compression test cylinders for laboratory cure (1 tested at 7 days, 3 at 28 days, and 1 held pending 28 day test results) will be required for each 100 cubic yards or once for each day's placement for all concrete placed. Upon completion of the 24-hour initial curing period, STRATA will pick up and deliver concrete compression test cylinders to our accredited and certified laboratory for curing and testing. STRATA will document compression test cylinder results and a test report will be sent as required by project specifications. We have based this proposal on the assumption that compliance testing of other materials (i.e. aggregates, cement, etc.) will not be required. Therefore, we have not included these activities in the anticipated scope If it becomes necessary, we can provide these services for an additional fee HMA Observation and Testing STRATA will provide a qualified field professional to sample and test compaction during HMA paving of the new pedestrian path, intersections, and new parking area. HMA samples will be obtained at the supplier's batch plant and transported to our laboratory for the required testing We assume no coring will be required for the project and our laboratory testing will consist of maximum theoretical specific gravity (Rice), asphalt content and mix gradation, and volumetric properties by gyratory method For the purposes of this proposal, we estimate six days of paving will be provided to complete the project HMA paving. Project Management and Reporting Ms. Heidi Brouwer will be the Project Manager and the point of contact in the coordination of our CM services Ms. Brouwer will also work with your site representative to coordinate our services. In general, requests for scheduling of our inspection and testing, meeting attendance, and communication processes will be handled through our local Spokane Valley, Washington office (phone 509-891-1904). We request that scheduling calls be made 24 hours in advance in order to allow the appropriate response time for the project. Field personnel will issue an electronic copy of their Daily Field Activity (DFA) report, including field test results prior to departing the site at the completion of each day's testing. STRATA's Project Manager will review the daily reports generated by field staff during construction, and these finalized reports will be summarized and transmitted electronically to the selected project representatives by the end of the following week. Throughout construction, test results deviating from project requirements will be brought to the immediate attention of your representative, contractor superintendent, designated design professionals, and other project representatives as requested. As re-inspection items can have a serious impact on our budget, our project manager will review the daily progress reports to monitor items requiring re-inspection and the hours involved In these re-inspections. These items will be documented and this information will be forwarded to you periodically for appropriate www.stratageotech.com ©}019 by STRATA A11 Rights Reserved Proposal Appleway Trail-Evergreen Road to Sullivan Road Spokane Valley,WA File SPP19105 Page 4 action. STRATA's Project Manager will also conduct field visits in support of STRATA personnel and testing procedures FEE ESTIMATE STRATA proposes to perform the above Scope of Service on a time and expense basis, as detailed on the enclosed Preliminary Fee Estimate. Based on our current project understanding, as conveyed throughout this proposal, we estimate our fees at $19,650.00. Overtime will be invoiced at 1% times the hourly rate for all time before 7:00 AM, after 5:00 PM, over 8 hours per day, weekends or holidays. Time and vehicle charges will be invoiced portal to portal from STRATA's office LIMITATIONS The above scope of service is for CMT services. Our services do not include a geotechnical evaluation of any kind. We are not assuming the geotechnical engineer-of-record for the project. Our construction material testing, inspection and laboratory services are limited to verifications of the plans and specifications STRATA does not represent or warrant that we have reviewed the construction documents (plans, specifications, etc.) for accuracy, appropriateness and whether the documents meet the standard of care at the time of our services in the eastern Washington area. Further, STRATA's scope of service excludes City-required inspections of concrete, HMA, stormwater improvements (drywells, catch basins, and swales), as required by the Chapter 9, Inspection and Certification of the City of Spokane Valley Street Standards, dated February, 2018; we assume the City will provide these inspection items If it becomes necessary, we can provide these services for an additional fee. SUMMARY We sincerely appreciate the opportunity to continue working with the City of Spokane Valley and look forward to successful project construction and completion We will perform testing services under the Agreement for Geotech Engineering and Material Testing Services #17-059.03, executed March 22, 2019. STRATA personnel take pride in their ability to provide timely and professional service to our clients. Again, we appreciate the opportunity to provide you this proposal to perform construction material testing services on this project. If you have any questions, or if we can be of further assistance, please do not hesitate to call Respectfully submitted, STRATA P r Heidi Brouwer Paxton K. Anderson, P.E. Construction Services Manager Director, North Region Manager Enclosure: Preliminary Fee Estimate PKA/HB/cm www.stratageotech.com @2019 by STRATA All Rights Reserved Exhibit B DBE Participation/SBE Plan 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. Local Agency A&R Professional Services Agreement Number 19-158 Negotiated Hourly Rate Consultant Agreement Revised 02/28/2018 Page 16 of 34 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 N/A Local Agency A&E Professional Services Agreement Number 1 9-1 58 Negotiated Hourly Rate Consultant Agreement Revised 02/28/2018 Page 17 of 34 D. Specify the Agency's Right to Review Product with the Consultant The City of Spokane Valley has the right to review all test method procedures, test results, test reports and all personnel accreditations for work done under this contract. E. Specify the Electronic Deliverables to Be Provided to the Agency PDF's of all test reports F. Specify What Agency Furnished Services and Information Is to Be Provided City will provide a copy of contract provisions and plans Local Agency ARE Professional Services Agreement Number 19-158 Negotiated Hourly Rate Consultant Agreement Revised 02/28/2018 Page 18 of 34 II Any Other Electronic Files to Be Provided None DL Methods to Electronically Exchange Data Email Local Agency A&E Professional Services Agreement Number 19-158 Negotiated Hourly Rate Consultant Agreement Revised 02/28/2018 Page 19 of34 A. Agency Software Suite Microsoft Office B. Electronic Messaging System Microsoft Outlook C. File Transfers Format Available upon request Local Agency A&R Professional Services Agreement Number 19-158 Negotiated Hourly Rate Consultant Agreement Revised 02/28/2018 Page 20 of34 Exhibit D Prime Consultant Cost Computations Local Agency A&E Professional Services Agreement Number 19-158 Negotiated Hourly Rate Consultant Agreement Revised 02/28/2018 Page 21 of 34 DOCUMENTS REQUIRING THIRD-PARTY NOTIFICATION PRIOR TO PUBLIC DISCLOSURE The page(s) entitled "Preliminary Fee Estimate" contain(s) confidential cost and rate data and is(are) withheld from public disclosure pursuant to 23 USC 112(2)(E). Prenotification; confidentiality of data. A recipient of funds requesting or using the cost and rate data shall notify any affected firm before such request or use. Such data shall be confidential and shall not be accessible or provided, in whole or in part, to another firm or to any government agency which is not part of the group of agencies sharing cost data under this paragraph, except by written permission of the audited firm. If prohibited by law, such cost and rate data shall not be disclosed under any circumstances. Pursuant to the Washington Public Records Act (RCW 42.56), the City has determined that this record may be available for disclosure upon request for review by a third party. However, pursuant to RCW 42.56.520 and RCW 42.56.540, the City has determined it is appropriate to provide the contracting entity notification of any request for this record to allow them time to determine if they wish to seek to obtain a court order requiring the record to be withheld. Please contact the City Public Records Officer at (509) 720-5102 or visit our website at www.spokanevalley.org to complete a Public Record Request to receive a copy of this record. Exhibit E Sub-consultant Cost Computations There is not any sub-consultant participation at this time. The CONSULTANT shall not sub-contract for the performance of any work under this AGREEMENT without prior written permission of the AGENCY. Refer to section VI"Sub-Contracting"of this AGREEMENT. \\ (?)\C) Local Agency A&E Professional Services Agreement Number 19-158 Negotiated Hourly Rate Consultant Agreement Revised 02/28/2018 Page 22 of 34 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-discnmination 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 appropnate, 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 inpart. fi 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. Local Agency 4&E Professional Services Agreement Number 19-158 Negotiated Hourly Rate Consultant Agreement Revised 02/28/2018 Page 23 of 34 Exhibit G Certification Document Exhibit G-1(a) Certification of Consultant Exhibit G-1(1)1 Certification of City of Spokane Valley Exhibit G-2 Certification Regarding Debarment, Suspension and Other Responsibility Matters - Primary Covered Transactions [Atha C 3 Certifisatien Regarding the Restrict ens of the Use of Federal F,.nd3 fer Lebbying Lxl.:b.t C 1 Certifeat., of Cnrr.,..t Cast er Pre:,.g Data Local Agency A&E Professional Services Agreement Number 19-158 Negotiated Hourly Rate Consultant Agreement Revised 02/28/2018 Page 24 of 34 Exhibit G-1(a) Certification of Consultant I hereby certify that I am the and duly authorized representative of the firm of Strata, Inc. whose address is 10020 East Knox Avenue, Suite 200, Spokane, WA 99206 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 thisAGREEMENT; 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); WSDOT Eastern Region-Local Programs I acknowledge that this certificate is to be furnished to the and the Federal Highway Administration, U.S. Department of Transportation in connection with this AGREEMENT involving participation of Federal-aid highway funds, and is subject to applicable State and Federal laws,both criminal and civil. Strata, Inc. Consultant(Firm Name) 10-16-19 Signature(Authorized Official of Consultant) Date Local Agency A&E Professional Services Agreement Number 19-158 Negotiated Hourly Rate Consultant Agreement Revised 02/28/2018 Page 25 of 3,1 Exhibit G-1(b) Certification of City of Spokane Valley I hereby certify that I am the: 0 City Manager ❑ Other of the City of Spokane Valley and Strata, Inc. or its representative has not been required, directly or indirectly as an express or implied condition in connection with obtaining or carrying out this AGREEMENT to: a) Employ or retain, or agree to employ to retain, any firm or person; o b) Pay, or agree to pay, to any firm, person, or organization, any fee, contribution, donation, or consideration of any kind: except as hereby expressly stated(if any): I acknowledge that this certificate is to be furnished to the and the Federal Highway Administration, U.S. Department of Transportation, in connection with this AGREEMENT involving participation of Federal-aid highway funds, and is subject to applicable State and Federal laws, both criminal and civil. yqouje 10/244q Signature Date Local Agency A&E Professional Services Agreement Number 19-158 Negotiated Hourly Rate Consultant Agreement Revised 02/28/2018 Page 26 of 34 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; an 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 Strata, Inc. Consultant(Firm Name) 944 10-16-19 Signature(Authorized Official of Consultant) Date Loral Agency A&E Professional Services Agreement Number 19-158 Negotiated Hourly Rate Consultant Agreement Revised 02/28/2018 Page 27 of 34 Exhibit G-3 Certification Regarding the Restrictions of the Use of Federal Funds for Lobbying The prospective participant certifies, by signing and submitting this bid or proposal, to the best of his or her knowledge and belief, that: 1. No Federal appropriated funds have been paid or will be paid, by or on behalf of the undersigned, to any person for influencing or attempting to influence an officer or employee of any Federal agency, a Member of Congress, an officer or employee of Congress, or any employee of a Member of Congress in connection with the awarding of any Federal contract, the making of any Federal grant, the making of any Federal loan, the entering into of any cooperative AGREEMENT, and the extension, continuation, renewal, amendment, or modification of Federal contract, grant, loan or cooperativeAGREEMENT. 2. If any funds other than Federal appropnated funds have been paid or will be paid to any person for influencing or attempting to influence an officer or employee of any Federal agency, a Member of Congress, an officer or employee of Congress, or employee of a Member of Congress in connection with this Federal contract, grant, loan or coo e AGREEMENT, the undersigned shall complete and submit Standard Form - LLL, "Disclo e F to Report Lobbyin_," in accordance with its instructions. This certification is a mater 1p i of fact upo ich -lime; was placed when this transaction was made or a re ission of this c 'fic ' n a -requisite for making or entering into this ctio p d ection 135 i 3 .S. C d-. Any person who fails to file the require certific io 1 b u ct to a civil en t $10,000.00, and not more than $100,00 0 h su failure The os ive rti ant also a s by mita or her bid or proposal that he or she shall requi at the guage of t ification ded in all lower tier sub-contracts, which exceed $100,0 at all suc -recip is shall certify and disclose accordingly. 11011 Consultant(Firm Name) Signature(Authonzed Official of Consultant) Date LocaL4genep A&E Professional Services Agreement Number 1 9-1 58 Negotiated Hourly Rate Consultant Agreement Revised 02/28/2018 Page 28 of34 Exhibit G-4 Certification of Current Cost or Pricing Data This is to certify that, to the best of my knowledge and belief, the cost or pricing data (as defined in section of the Federal Acquisition Regulation (FAR) and required under FAR subsection 15.403-4) submitted, either actually or by specific identification in writing, to the Contracting Officer or to the Contracting Officer's representative in support of * are accurate, complete, and current as of This certification includes the cost or pricing data supporting any advance AGREEMENT's and forward pncing rate AGREEMENT's between the offer or and the Government that are part of the proposal Firm: Signature The Date of Execution ***: e*\A ‘ S O *Identify the proposal,quotation,request for pricing adjustment,or other submission involved,giving the appropnate identifying numbet(e g project title) **Insert the day,month,and year,when price negotiations were concluded and price AGREEMENT was reached ***Insert the day,month,and year,of signing,which should he as close as practicable to the date when the price negotiations were concluded and the contract price was agreed to Local Agency A&E Professional Services Agreement Number 13[59 Negotiated Hourly Rate Consultant Agreement Revised 02/28/2018 Page 29 of 34 Exhibit H Liability Insurance Increase To Be Used Only If Insurance Requirements Are Increased The professional liability limit of the CONSULTANT to the AGENCY identified in Section XII, Legal Relations and Insurance of this Agreement is amended to $ The CONSULTANT shall provide Professional Liability insurance with minimum per occurrence limits in the amount of$ Such insurance coverage shall be evidenced by one of the following methods: • Certificate of Insurance • Self-insurance through an irrevocable Letter of Credit from a qualified financial institution Self-insurance through documentation of a separate fund established exclusively for the payment of professional liability claims, including claim amounts already reserved against the fund, safeguards established for payment from the fund, a copy of the latest annual financial statements, and disclosure of the investment portfolio for those funds. Should the minimum Professional Liability insurance limit required b the AGENCY as specified above exceed $1 million per occurrence or the value of the contract, whichever eater, then justification shall be submitted to the Federal Highway Administration(FHWA) for approval t n ase the minimum insurance limit. If FHWA approval is obtained, the AGENCY ma n co reimburse the TANT for the additional professional liability insurance requir . Notes: Cost of added insurance requirements: • Include all costs, fee increase, p • This cost shall not be bi e st an A nded pro'ect. • • For final contract elude this O Local Agency A&E Professional Services Agreement Number 19-150 Negotiated Hourly Rate Consultant Agreement Revised 02/28/2018 Page 30 of34 Exhibit I Alleged Consultant Design Error Procedures The purpose of this exhibit is to establish a procedure to determine if a consultant has alleged design error is of a nature that exceeds the accepted standard of care. In addition, it will establish a uniform method for the resolution and/or cost recovery procedures in those instances where the agency believes it has suffered some material damage due to the alleged error by the consultant Step 1 Potential Consultant Design Error(s) is Identified by Agency's Project Manager At the first indication of potential consultant design error(s), the first step in the process is for the Agency's project manager to notify the Director of Public Works or Agency Engineer regarding the potential design error(s) For federally funded projects, the Region Local Programs Engineer should be informed and involved in these procedures. (Note: The Director of Public Works or Agency Engineer may appoint an agency staff person other than the project manager, who has not been as directly involved in the project, to be responsible for the remaining steps in these procedures.) Step 2 Project Manager Documents the Alleged Consultant Des' Error(s) After discussion of the alleged design error(s) and h itude of the alleged crofts), and with the Director of Public Works or Agency Engineer's con rrenc the project manage - - •ins more detailed documentation than is normally required o je Exan es include all • - isioir ' d descriptions of work,photographs, records of labor, t e ' ment. illStep 3 Contact the Consultant Regarding rllg gn Error If it is determined that the is h\\\a eed further, a ex i ocess is for the project manager to contact Ilan gard _g the aIle d de or(s) a magnitude of the alleged crofts). The ect man they appro nate enc a d represent the agency and the consultant sh d pre me by their t mana an ny personnel (including sub-consultants) deemed approp e fo * L alleged desi e (s) issue. Step 4 Attempt to Resol Alleged De :n E wi Consultant After the meeting(s) with t c. ultant :ve been completed regarding the consultant's alleged design error(s), there are thr ib s• . • It is determined via tua eement that there is not a consultant design error(s). If this is the case, then the process will proceed beyond this point • It is determined via mutual agreement that a consultant design errors) 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 crofts) 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. Local Agency A&E Professional Services Agreement Number 19-758 Negotiated Hourly Rale Consultant Agreement Revised 02/28/2018 Page 31 of34 Step 5 Forward Documents to Local Programs For federally funded projects, all available information, including costs, should be forwarded through the Region Local Programs Engineer to LP for their review and consultation with the FHWA. LP will meet with representatives of the agency and the consultant to review the alleged design error(s), and attempt to find a resolution to the issue If necessary, LP will request assistance from the Attorney General's Office for legal interpretation. LP will also identify how the alleged error(s) affects eligibility of project costs for federal reimbursement. • If mutual agreement is reached, the agency and consultant adjust the scope of work and costs to reflect the agreed upon resolution. LP,in consultation with FHWA,will identify the amount of federal participation in the agreed upon resolution of the issue • if mutual agreement is not reached, the agency and consultant may seek settlement by arbitration or by litigation. Local Agency A&E Professional Services Agreement Number 1 9-1 58 Negotiated Hourly Rate Consultant Agreement Revised 02/28/2018 Page 32 of 34 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) total a $1,000 or less, it would not be cost effective to proceed through the outlined steps. It is suggested that the Director of Public Works or Agency Engineer negotiate a fair and reasonable price for the consultant's claim(s) that total $1,000 or less. This exhibit will outline the procedures to be followed by the consultant and the agency to consider a potential claim by the consultant. Step 1 Consultant Files a Claim with the Agency Project Manager If the consultant determines that they were requested to perform additional services that were outside of the agreement's scope of work, they may be entitled to a claim. The first step that must be completed is the request for consideration of the claim to the Agency's project manager. The consultant's claim must outline the following: • Summation of hours by classification for each firm that is included in the claim • Any correspondence that directed the consultant to perform the additional work; • Timeframe of the additional work that was outside of the project scope; • Summary of direct labor dollars, overhead costs, profit and reimbursable costs associated with the additional work; and • Explanation as to why the consultant believes the additional work was outside of the agreement scope of work. Step 2 Review by Agency Personnel Regarding the Consultant's Claim for Additional Compensation After the consultant has completed step 1, the next step in the process is to forward the request to the Agency's project manager. The project manager will review the consultant's claim and will met with the Director of Public Works or Agency Engineer to determine if the Agency agrees with the claim. If the FHWA is participating in the project's funding, forward a copy of the consultant's claim and the Agency's recommendation for federal participation in the claim to the WSDOT Local Programs through the Region Local Programs Engineer. If the claim is not eligible for federal participation, payment will need to be from agency funds. If the Agency project manager, Director of Public Works or Agency Engineer, WSDOT Local Programs (if applicable), and FHWA (if applicable) agree with the consultant's claim, send a request memo, including backup documentation to the consultant to either supplement the agreement, or create a new agreement for the claim. After the request has been approved, the Agency shall write the supplement and/or new agreement and pay the consultant the amount of the claim. Inform the consultant that the final payment for the agreement is subject to audit. No further action in needed regarding the claim procedures. If the Agency does not agree with the consultant's claim,proceed to step 3 of the procedures. Local Agency A&E Professional Services Agreement Number 1 9-1 58 Negotiated Hourly Rate Consultant Agreement Revised 02/28/2018 Page 33 of34 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 associate 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 appropnate to agency dispute resolution procedures). If the project involves federal participation, obtain concurrence from WSDOT Local Programs and FHWA regarding final settlement of the claim. If the claim is not eligible for federal participation, payment will need to be from agency funds. Step 5 Informing Consultant of Decision Regarding the Claim The Director of Public Works or Agency Engineer shall notify (in writing) the consultant of their final decision regarding the consultant's claim(s). Include the final dollar amount of the accepted claim(s) and rationale utilized for the decision. Step 6 Preparation of Supplement or New Agreement for the Consultant's Claim(s) The agency shall write the supplement and/or new agreement and pay the consultant the amount of the claim Inform the consultant that the final payment for the agreement is subject to audit Local Agency A&E Professional Services Agreement Number 19-158 Negotiated Hourly Rate Consultant Agreement Revised 02/28/2018 Page 34 of 34 Client#: 10148 STRATAINC ACORD CERTIFICATE OF LIABILITY INSURANCE DATEM/DD/1'YYY) 10/16/2019 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(les)must have ADDITIONAL INSURED provisions or be endorsed. H 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 any rights to the certificate holder in lieu ofsuchendorsement(s). PRODUCER ACT Linda Hansen Moreton&Company-Idaho PHONE En):208 321-9300 FAX 208-321-0101 (AMMO): P.O.Box 191030 E-MAIL ihansenemoreton.com ADDRESS: Boise,ID 83719 INSURER(S)AFFORDING COVERAGE HMG I/ 208321-9300 INSURER A:Cincinnati insurance Company 10677 INSURED INSURERS: Strata,Inc. INSURER C: 10020 E Knox Ave,Ste 200 Spokane Valley,WA 99206 INSURER D: INSURER E: INSURER F COVERAGES CERTIFICATE NUMBER: REVISION NUMBER: THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACTOR 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 SUER POLICY EFF POLICY ESP LIMITS JTPN R AND POLICY NUMBER IMMIDDIYYYVI IMMIOOIYYWI A COMMERCIAL GENERAL LIABILITY CLAIMS-MADE I X I OCCUR EPP0432268 05/01/2019 05/01/2020 EACH OCCURRENCE $1,000,000 'AMA EIe RENTED CF Er.... $500 000 X PD Ded:500 MED ESP(Any one person) $10,000 PERSONAL&ADV INJURY $1,000,000 GEN'L AGGREGATE LIMIT APPLIES PER X X Form GA233 02/07 GENERAL AGGREGATE $2,000,000 ' POLICY X JEOT El LOC PRODUCTS-COMP/OP AGO $2,000,000 OTHER $ A AUTOMOBILE LIABILITY EPP0432268 05/01/201905/01/202000MBvtlINEenDNSINGLE LIMIT E 1,000,000 IFa n ' X ANY AUTO BODILY INJURY(Per person) $ — OWNED SCHEDULED BODILY INJURY(Per accident) $ AUTOS ONLY AUTOS PROPERTY DAMAGE ON-OWNED X AUTOS ONLY X AUTOS ONLY X X Form AA28801/16 (Peracdden° $ $ A x UMBRELLA LIAO X OCCUR EPP0432268 05/01/2019 05/01/2020 EACH OCCURRENCE $5.000.000 EXCESS LIAR CLAIMS-MADE AGGREGATE $5.000,000 DED RETENTIONS $ WORKERS COMPENSATION PER OTH- AND EMPLOYERS'LIABILITY y�r� FR A ANY PROPRIETOR/PARTNER/EXECUTIVEr—`t EPP0432268 05/01/201905/01/2020 EL EACH ACCIDENT $1,000,000 OFFICERNEMBEREMBER EXCLUDED' ILJI N/A (Mandatory in NH) Washington E L DISEASE-EA EMPLOYEE $1,000,000 if der DESCRIPTION OF OPERATIONS below Stop Gap EL DISEASE-POLICY LIMIT $1,000,000 DESCRIPTOR OF OPERATIONS/LOCATIONS/VEHICLES(ACORD 101,Additional Remarks Schedule,may be attacbetl N more space is required) Project: Appleway Trail Pedestrian Path Evergreen Road to Sullivan Road CERTIFICATE HOLDER CANCELLATION ANYELLED City of Spokane Valley THELD EXPIRATTIIONH E DATE THEREOF,ABOVEE D NOTICE ES WILL E CSE CDELIVERED NE 10210 E Sprague Avenue ACCORDANCE WITH THE POLICY PROVISIONS. Spokane Valley,WA 99206 AUTHORIZED REPRESENTATIVE I air) eZAW , ®1988.2015 ACORD CORPORATION.All rights reserved. ACORD 25(2016/03) 1 of 1 The ACORD name and logo are registered marks of ACORD #S1219347/M1151489 LINHA THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. CONTRACTORS' COMMERCIAL GENERAL LIABILITY BROADENED ENDORSEMENT This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART A. Endorsement-Table of Contents: Coverage: Begins on Page: 1. Employee Benefit Liability Coverage 2 2. Unintentional Failure to Disclose Hazards 7 3. Damage to Premises Rented to You 8 4. Supplementary Payments 9 5. Medical Payments 9 6. Voluntary Property Damage (Coverage a.)and Care, Custody or Control Liability Coverage(Coverage b.) 9 7. 180 Day Coverage for Newly Formed or Acquired Organizations 10 8. Waiver of Subrogation 10 9. Automatic Additional Insured- Specified Relationships: 10 • Managers or Lessors of Premises; • Lessor of Leased Equipment; • Vendors; • State or Political Subdivisions -Permits Relating to Premises; • State or Political Subdivisions -Permits;and • Contractors'Operations 10. Broadened Contractual Liability-Work Within 50'of Railroad Property 14 11. Property Damage to Borrowed Equipment 14 12. Employees as Insureds-Specified Health Care Services: 14 • Nurses; • Emergency Medical Technicians;and • Paramedics 13. Broadened Notice of Occurrence 14 B. Limits of Insurance: The Commercial General Liability Limits of Insurance apply to the insurance provided by this endorse- ment, except as provided below: 1. Employee Benefit Liability Coverage Each Employee Limit: $ 1,000,000 Aggregate Limit: $ 3,000,000 Deductible: $ 1,000 3. Damage to Premises Rented to You The lesser of: a. The Each Occurrence Limit shown in the Declarations;or b. $500,000 unless otherwise stated$ 4. Supplementary Payments a. Bail bonds: $ 1,000 b. Loss of earnings: $ 350 5. Medical Payments Medical Expense Limit: $ 10,000 Includes copyrighted material of Insurance GA 233 02 07 Services Office,Inc.,with Its permission. Page 1 of 15 6. Voluntary Property Damage (Coverage a.)and Care,Custody or Control Liability Coverage (Coverage b,) Limits of Insurance (Each Occurrence) Coverage a.$1,000 Coverage b.$5,000 unless otherwise stated $ Deductibles(Each Occurrence) Coverage a.$250 Coverage b.$250 unless otherwise stated $ COVERAGE PREMIUM BASIS RATE ADVANCE PREMIUM (a) Area (For Limits in Excess of (For Limits in Excess of (b) Payroll $5,000) $5,000) (c) Gross Sales (d) Units (e) Other b. Care, Custody $ or Control TOTAL ANNUAL PREMIUM $ 11. Property Damage to Borrowed Equipment Each Occurrence Limit: $ 10,000 Deductible: $ 250 C. Coverages: have used up the ap- 1. Employee Benefit Liability Coverage anceclimit of inlin in the paymentt of of a, The following is added to SECTION I judgments or settle- • COVERAGES: Employee Benefit ments. Liability Coverage. No other obligation or Habil- (1) Insuring Agreement ity to pay sums or perform acts or services is covered (a) We will pay those sums that unless explicitly provided for the Insured becomes legally under Supplementary Pay- obligated to pay as dam- ments. ages caused by any act, er- ror or omission of the in- (b) This insurance applies to sured, or of any other per- damages only if the act, ar- son for whose acts the in- ror or omission, is negli- sured is legally liable, to gently committed in the which this insurance ap- "administration" of your plies. We will have the right "employee benefit pro- and duty to defend the in- gram"; and sured against any "suit" 1) Occurs during the pol- seeking those damages. icy period; or However, we will have no duty to defend against any 2) Occurred prior to the "suit" seeking damages to effective date of this which this Insurance does endorsement provided; not apply. We may, at our discretion, Investigate any a) You did not have report of an act, error or knowledge of a omission and settle any claim or "suit" on claim or "suit" that may re- or before the ef- sult. But: fective date of this 1) The amount we will pay endorsement, for damages is limited You will be as described in SEC- deemed to have TION III - LIMITS OF knowledge of a INSURANCE; and claim or "suit" when any 2) Our right and duty to "authorized repro- defend ends when we sentative"; Includes copyrighted material of Insurance GA 233 02 07 Services Office, Inc.,with its permission. Page 2 of 15 I) Reports all, or formance of investment any part,of the vehicles;or act, error or omission to us 3) Advice given to any or any other person with respect to person's dision insurer; toat partcpate or not to ii) Receives a participate in any plan written or ver- included in the 'em- bal demand or pioyee benefit pro- claim for darn- gram". ages because of the act, er- (f) Workers' Compensation ror or orris- and Similar Laws sion; and Any claim arising out of b) There Is no other your failure to comply with applicable insur- the mandatory provisions of ance. any workers'compensation, unemployment compensa- (2) Exclusions tion insurance, social secu- rity or disability benefits law This insurance does not apply or any similar law. to: (a) Bodily Injury, Property (g) ERISA Damage or Personal and Damages for which any in- Advertising Injury sured is liable because of injury", "property liability imposed on a fiduci- "BodilyRe- damage" or "personal and tireary ebthe Employee advertising injury". Act of Income, asSecurity advertisingAct of 1974, flaw or (b) Dishonest, Fraudulent, hereafter amended, or by Criminal or Malicious Act any similar federal, state or local laws_ Damagesarising out of any Available Benefits intentional, dishonest, (h) fraudulent, criminal or mali- Any claim for benefits to the cions act, error or omission, extent that such benefits committed by any insured, are available, with reason- including the willful or reck- able effort and cooperation less violation of any statute. of the insured, from the ap- (c) Failure to Perform a Con- plicable funds accrued or tract other collectible insurance. Damages arising out of fail- (i) Taxes, Fines or Penalties ure of performance of con- Taxes, fines or penalties, tract by any Insurer. including those imposed (d) Insufficiency of Funds under the Internal Revenue Code or any similar state or Damages arising out of an local law. insufficiency of funds to u) Em toent-Related meet any obligations under practices any plan included in the "employee benefit pro- Any liability arising out of gram". any: (e) Inadequacy of Perform- (1) Refusal to employ; ance of Investment I Ad- vice Given With Respect (2) Termination of em- to Participation ployment; Any claim based upon: (3) Coercion, demotion, i) Failure of any invest- evaluation, reassign- ment, discipline,nt of perform; ment, discipline, defa- mation, harassment, 2) Errors in providing In- humiliation, discrimina- formation on past per- tion or other employ- Includes copyrighted material of Insurance GA 233 02 07 Services Office, Inc., with its permission. Page 3 of 15 • ment-related practices, (e) A trust, you are an insured. acts or omissions; or Your trustees are also re- (4) in- Consequential liability sureds, but only with spect to their duties as as a result of(1), (2) or trustees. (3)above. This exclusion applies (2) Each of the following is also an whether the insured may be insured: held liable as an employer (a) Each of your "employees" or in any other capacity and who is or was authorized to to any obligation to share administer your "employee damages with or repay benefit program". someone else who must pay damages because of (b) Any persons, organizations the injury. or "employees" having proper temporary authori- (3) Supplementary Payments zation to administer your "employee benefit program" SECTION I - COVERAGES, if you die, but only until your SUPPLEMENTARY PAY- legal representative is ap- MENTS - COVERAGES A AND pointed. B also apply to this Coverage. (c) Your legal representative if b. Who is an Insured you die, but only with re- As respects Employee Benefit Liabil- seed to duties as such. it/ Coverage, SECTION II - WHO IS That representative will AN INSURED is deleted in its en- tirety n- have all your rights and du- ties under replaced by the following: Pasunder this Coverage Part (1) If you are designated in the Declarations as: (3) Any organization you newly ac- quire or form, other than a part- (a) An individual, you and your nership, joint venture or limited spouse are insureds, but liability company, and over only with respect to the which you maintain ownership conduct of a business of or majority interest, will qualify which you are the sole as a Named Insured if no other owner. similar insurance applies to that organization. However, cover- (b) A partnership or joint ven- age under this provision: ture, you are an insured. Your members, your part- (a) Is afforded only until the ners, and their spouses are 180th day after you acquire also insureds but only with or form the organization or respect to the conduct of the end of the policy period, your business, whichever is earlier;and (c) A limited liability company, (b) Does not apply to any act, you are an insured. Your error or omission that was members are also insureds, committed before you ac- but only with respect to the quired or formed the or- conduct of your business. ganization. Your managers are in- c. Limits of Insurance sureds, but only with re- spect to their duties as your As respects Employee Benefit Liabil- managers. ity Coverage, SECTION III - LIMITS (d) An organization other than OF INSURANCE is deleted in its en- a partnership, joint venture tirety and replaced by the following: or limited liability company, (1) The Limits of Insurance shown You are an insured. Your in Section B. Limits of Insur- executive officers" and di- ance, 1. Employee Benefit Li. rectors are Insureds, but ability Coverage and the rules only with respect to their below fix the most we will pay duties as your officers or di- regardless of the number of: rectors. Your stockholders are also insureds, but only (a) Insureds; with respect to their liability as stockholders. Includes copyrighted material of Insurance GA 233 02 07 Services Office, Inc., with its permission. Page 4 of 15 (b) Claims made or "suits" (b) The deductible amount brought; stated in the Declarations applies to all damages (c) Persons or organizations sustained by any one "em- making claims or bringing loyee", Including such "suits"; "employee's" dependents (d) Acts,errors or omissions;or and beneficiaries, because of all acts, errors or omis- (e) Benefits included in your sions to which this insur- "employee benefit pro- ance applies. gram". (c) The terms of this insurance, (2) The Aggregate Limit shown In Including those with respect Section B. Limits of Insurance, to: 1. Employee Benefit Liability Coverage of this endorsement 1) Our right and duty to is the most we will pay for all defend the insured damages because of acts, er- against any "suits" rem or omissions negligently seeking those dam- committed in the "administra- ages; and tion" of your "employee benefit program'. 2) Yoduties, andthe duties of any other in- (3) Subject to the limit described in volved Insured, in the (2) above, the Each Employee event of an act, error or Limit shown in Section B, Limits omission, or claim, of Insurance, 1, Employee apply irrespective of the Benefit Liability Coverage of this endorsement is the most we application of the deductible will pay for all damages sus- tained amount. by any one "employee", (d) We may pay any part or all including damages sustained by of the deductible amount to such "employee's" dependents effect settlement of any and beneficiaries,as a result of: claim or "suit" and, upon notification of the action (a) An act,error or omission;or taken, you shall promptly (b) A series of related acts, er- reimburse us for such part rors or omissions, regard- of the deductible amount as less of the amount of time we have paid, that lapses between such d. Additional Conditions acts, errors or omissions, Li- negligently committed in the As respects Employee Benefit Li- neglig lntlytion" of ability Coverage, SECTION IV - your "em- COMMERCIAL GENERAL LIABIL- ployee benefit program'. in CONDITIONS is amended as However, the amount paid un- follows: der this endorsement shall not (1) Item 2. Duties in the Event of exceed, and will be subject to Occurrence, Offense, Claim or the limits and restrictions that Suit is deleted in its entirety and apply to the payment of benefits replaced by the following: in any plan included in the "em- ployee benefit program". 2, Duties in the Event of an Act, Error or (4) Deductible Amount Omission,or Claim or Suit Our obligation to pay a, You must see to it that we are noti- (a) ages on behalf of the dam-- fled as soon as practicable of an act, only the error or omission which may result in sured applies on of damages to the a claim. To the extent possible, no- amountg tine should include: cess of the deductible amount stated in the Decla- (1) What the act, error or omission rations as applicable to was and when it occurred;and Each Employee. The limits 2 of Insurance shall not be (2) The names and addresses of reduced by the amount of anyone who may suffer dam- this deductible. ages as a result of the act, error or omission. Includes copyrighted material of Insurance GA 233 02 07 Services Office, Inc., with its permission. Page 5 of 15 b. If a claim is made or "suit" is brought b. Method of Sharing against any insured, you must: If all of the other insur- (1) Immediately record the specifics ance permits contribu- of the claim or "suit" and the tion by equal shares, date received; and we will follow this method also. Under (2) Notify us as soon as practicable. this approach each in- You must see to It that we receive surer contributes equal written notice of the claim or"suit" as amounts until it has soon as practicable, paid its applicable limit of insurance or none of c. You and any other involved insured the loss remains, must: whichever comes first • (1) Immediately send us copies of If any of the other In- any demands, notices, sum- surance does not per- monses or legal papers re- mit contribution by ceived in connection with the equal shares, we will claim or"suit"; contribute by limits. Under this method, (2) Authorize us to obtain records each insurers share is and other Information; based on the ratio of its (3) Cooperate with us in the investi- applicable limit of In- gation or settlement of the claim surance to the total ap- or defense against the "suit"; plicable limits of insur- and ance of all insurers, (4) Assist us, upon our request, in c. No Coverage the enforcement of any right This insurance shall not against any person or organize- cover any loss for tion which may be liable to the which the insured is insured because of an act, error entitled to recovery un- or omission to which this insur- der any other insur- ance may also apply. ance in force previous d, No insured will, except at that in- to the effective date of sured's own cost, voluntarily make a this Coverage Part payment, assume any obligation, or e. Additional Definitions incur any expense without our con- sent, As respects Employee Benefit Li- ability Coverage, SECTION V • (2) Item 5. Other Insurance is de- DEFINITIONS is amended as fol- leted in its entirety and replaced lows: by the following: (1) The following definitions are 5. Other Insurance added: If other valid and collectible 1. "Administration"means: insurance is available to the insured for a loss we cover a. Providing information to under this Coverage Part, "employees", including our obligations are limited their dependents and as follows: beneficiaries, with re- spect to eligibility for or a. Primary Insurance scope of "employee This insurance is pri- benefit programs"; mary except when c. b. Interpreting the "em- below applies, If this ployee benefit pro- insurance is primary, grams"; our obligations are not affected unless any of c. Handling records in the other insurance is connection with the also primary. Then, we "employee benefit pro- will share with all that grams"; or other insurance by the d. Effecting, g method described in b. ncontinuing below. 9 any "em- ployee's" participation Includes copyrighted material of Insurance GA 233 02 07 Services Office, Inc.,with its permission. Page 6 of 15 In any benefit included benefits, workers' com- in the "employee bene- pensation and disability fit program". benefits;and However, "administration" d, Vacation plans, includ- does not include: ing buy and sell pro- grams; leave of ab- a. Handling payroll de- sence programs, in- ductions;or cluding military, mater- b. The failure to effect or nity, family, and civil maintain any insurance leave; tuition assis- or adequate limits of tante plans; alth clor- coverage of insurance, talion and health club including but not limited subsidies. to unemployment in- (2) The following definitions are surance, social security deleted in their entirety and re- benefits, workers' corn- placed by the following: pensation and disability benefits. 21. "Suit" means a civil pro- ceeding2. "Cafeteria plans" means in which money plan authorized by applica- damages because of o ble law to allow "employ- act, this or ome pn to ees" to elect to pay for ter- whichthis insurance"Suit" appliese : Min benefits with pre-tax are alleged. includes: dollars, a. An arbitration pro- ceeding in which such 3. "Employee benefit pro- damages are claimed grams" means a program and to which the in- providing some or all of the sured must submit or following benefits to "em- does submit with our ployees", whether provided consent; through a"cafeteria plan" or otherwise: b. Any other alternative dispute resolution pro- a. Group life insurance; seeding in which such group accident or damages are claimed health insurance; den- and to which the In- tal, vision and hearing sured submits with our plans; and flexible consent; or spending accounts; provided that no one c, An appeal of a civil other than an "em- proceeding. ployee" may subscribe means a 8. "Employee" to such benefits andper- such benefits are made son actively employed, for- generally available to merly employed, on leave those "employees"who of absence or disabled, or satisfy the plan's eligi- retired. "Employee" in- bility requirements; cludes a "leased worker". "Employee" does not in- b. Profit sharing plans, dude a"temporary worker", employee savings plans, employee stock 2. Unintentional Failure to Disclose Haz- ownership plans, pen- ards sion plans and stock SECTION IV- COMMERCIAL GENERAL subscription plans, LIABILITY CONDITIONS, 7. Represen- provided that no one tations is hereby amended by the addi- other than an "em- tion of the following: ployee" may subscribe to such benefits and Based on our dependence upon your such benefits are made representations as to existing hazards, if generally available to unintentionally you should fail to disclose all employees" who all such hazards at the Inception date of are eligible under the your policy, we will not reject coverage plan for such benefits; under this Coverage Part based solely on c. Unemployment Insur- such failure. ance, social security Includes copyrighted material of Insurance GA 233 02 07 Services Office, Inc„ with its permission. Page 7 of 15 3. Damage to Premises Rented to You e) Settling, cracking, ex- a. The last Subparagraph of Paragraph pension;g or pension; Cr 2. SECTION I - COVERAGES, COVERAGE A. - BODILY INJURY f) Nesting or infesta- AND PROPERTY DAMAGE, 2. LI- tion, or discharge ABILITY Exclusions is hereby de- or release of leted and replaced by the following: waste products or secretions, by in- Exclusions c.through q.do not apply sects, birds, ro- to damage by fire, explosion, light- dents or other ring, smoke or soot to premises animals. while rented to you or temporarily occupied by you with permission of (b) Loss caused directly or Ind- the owner. rectly by any of the follow- b. The insurance provided under SEC- Ing' TION I - COVERAGES, COVERAGE 1) Earthquake, volcanic A. BODILY INJURY AND PROP- eruption, landslide or ERTY DAMAGE LIABILITY applies any other earth move- to "property damage" arising out of merit; water damage to premises that are both rented to and occupied by you. 2) Water that backs up or overflows from a (1) As respects Water Damage Le- sewer, drain or sump; gal Liability, as provided in Paragraph 3,b.above: 3) Water under the ground surface press- The exclusions under SECTION ing on, or flowing or I - COVERAGES, COVERAGE seeping through: A. BODILY INJURY AND PROPERTY DAMAGE LIABIL- a) Foundations, ITY, 2. Exclusions, other than i. walls, floors or War and the Nuclear Energy paved surfaces; Liability Exclusion, are deleted b) Basements, and the following are added. whether paved or This insurance does not apply not; or to: c) Doors, windows or (a) "Property damage": other openings. 1) Assumed in any con- (c) Loss caused by or resulting tract;or from water that leaks or flows from plumbing, heat- 2) Loss caused by or re- ing, air conditioning, or fire suiting from any of the protection systems caused following: by or resulting from freez- a) Wear and tear; ing,unless: 6) Rust, corrosion, 1) You did your best to fungus, decay, maintain heat In the deterioration, hid- building or structure;or den or latent de- 2) You drained the fect or any quality equipment and shut off in property that the water supply if the causes it to dam- heat was not main- age or destroy it- tained. self; c) Smog; (d) Loss to or damage to: 1) d) Mechanical Plumbing, heating, fireg pro- breakdown in- taction systems, or cluding rupture or other equipment or ap- bursting caused pliances;or by centrifugal force; 2) The interior of any building or structure, or to personal property in the building or structure Includes copyrighted material of Insurance GA 233 02 07 Services Office, Inc.,with its permission. Page 8 of 15 caused by or resulting 5. Medical Payments from ice,rain,whetherhesleet The Medical Expense Limit of An One or driven Person as stated in the Declarations is by wind or not. amended to the limit shown in Section B. c, Limit of Insurance Limits of Insurance, 5. Medical Pay- The Damage to Premises Rented to meets of this endorsement. You Limit as shown in the Declare- 6. Voluntary Property Damage and Care, tions is amended as follows: Custody or Control Liability Coverage (2) Paragraph 6. of SECTION III - a. Voluntary Property Damage Coy- LIMITS OF INSURANCE is erage hereby deleted and replaced by We will payfor"property dama e"to the following: 9 property of others arising out of op- 6. Subject to 5. above, the orations incidental to the insured's Damage to Premises business when: Rented to You Limit is the most we will pay under (1) Damage is caused by the in- COVERAGE A. BODILY sured; or INJURY AND PROPERTY (2) Damage occurs while in the in- DAMAGE LIABILITY, for sured's possession. damages because of "property damage" to With your consent, we will make premises while rented to these payments regardless of fault you or temporarily occupied by you with permission of b. Care, Custody or Control Liability the owner, arising out of Coverage any one "occurrence" to SECTION I - COVERAGES, COV- which this insurance ap. ERAGE A. BODILY INJURY AND plies. PROPERTY DAMAGE LIABILITY, 2. (3) The amount we will pay is lim- Exclusions,j. Damage to Property, ited as described in Section B. Subparagraphs (3), (4) and (5) do Limits of Insurance, 3. Dam- not apply to "property damage" to age to Premises Rented to the property of others described You of this endorsement. therein. 4. Supplementary Payments With respect to the insurance provided by this section of the endorsement, the fol- Under SECTION I - COVERAGE, SUP- lowing additional provisions apply: PLEMENTARY PAYMENTS - COVER- AGES A AND B: a. The Limits of Insurance shown in the Declarations are replaced by the lim- a. Paragraph 2. Is replaced by the fol- its designated in Section B. Limits of lowing: Insurance, 6. Voluntary Property Up to the limit shown in Section B. Damage and Care, Custody or LimitspohfI nce, 4.n BailBondsControl Liability Coverage of this of this endorsement for cost of bail endorsement with respect to cover- bonds required because of accidents age provided by this endorsement. or traffic law violations arising out of These limits are inclusive of and not re- the use of any vehicle to which the in addition to the limits being Bodily Injury Liability Coverage ap- placed. The Limits ofInsurance shown in Section BB. Limits of Insur- these bonds. ance, 6. Voluntary Property Dam- age and Care, Custody or Control b. Paragraph 4. is replaced by the fol- Liability Coverage of this endorse- lowing: ment fix the most we will pay in any one "occurrence" regardless of the All reasonable expenses incurred by number of: the Insured at our request to assist us in the investigation or defense of (1) Insureds; the claim or "suit", including actual (2) Claims made or "suits" brought; loss of earnings up to the limit shown or in Section B. Limits of Insurance, 4.b. Loss of Earnings of this en- (3) Persons or organizations mak- dorsement per day because of time ing claims or bringing"suits" off from work. Includes copyrighted material of Insurance GA 233 02 07 Services Office, Inc.,with its permission. Page 9 of 15 b. Deductible Clause 9. Automatic Additional Insured - Speci- fied Relationships (1) Our obligation to pay damages on your behalf applies only to a, The following is hereby added to the amount of damages for each SECTION II-WHO IS AN INSURED: "occurrence" which are in ex- 1 Anyperson or organization cess of the deductible amount O d inParagraphorgde- stated9.ae- in Section B. Limits of Insurance, 6. Voluntary Prop• below (hereinafter referred to as erty Damage and Care, Cus- additional insured) whom you tody or Control Liability Coy- are required to add as an addi- erage of this endorsement. The tional insured under this Cover- limits of insurance will not be re- age Part by reason of: duced by the application of such (a) A written contract or deductible amount. agreement;or (2) Condition 2. Duties in the Event (b) An oral agreement or con- of Occurrence, Offense, Claim tract where a certificate of or Suit, applies to each claim or insurance showing that per- "suit"irrespective of the amount. son or organization as an (3) We may pay any part or all of additional insured has been the deductible amount to effect issued, settlement of any claim or "suit" is an insured, provided: and, upon notification of the ac- tion taken, you shall promptly (a) The written or oral contract reimburse us for such part of the or agreement is: deductible amount as has been paid by us. 1) Currently in effect or becomes effective 7. 180 Day Coverage for Newly Formed or during the policy pe- Acquired Organizations riod;and SECTION II - WHO IS AN INSURED is 2) Executed prior to an amended as follows: "occurrence" or offense Subparagraph a. of Paragraph 4, is to which this insurance hereby deleted and replaced by the fol- would apply; and lowing: (b) They are not specifically a. Insurance under this provision is af- named as an additional in- forded only until the 180th dayafter sured under any other pro- you acquire or form the organiation vision of, or endorsement or the end of the policy period, added to, this Coverage Part. whichever is earlier; 8. Waiver of Subrogation (2) Only the following persons or organizations are additional in- SECTION IV- COMMERCIAL GENERAL sureds under this endorsement, LIABILITY CONDITIONS, 9, Transfer of and insurance coverage pro- Rights of Recovery Against Others to vided to such additional in- Us is hereby amended by the addition of sureds is limited as provided the following: herein: We waive any right of recovery we may (a) The manager or lessor of a have because of payments we make for premises leased to you with injury or damage arising out of your on- whom you have agreed per going operations or "your work" done un- Paragraph 9-a,(1) above to der a written contract requiring such provide insurance, but only waiver with that person or organization with respect to liability aris- and included in the "products-completed ing out of the ownership, operations hazard. However, our rights maintenance or use of that may only be waived prior to the "occur- part of a premises leased to rence" giving rise to the injury or damage you, subject to the following for which we make payment under this additional exclusions: Coverage Part. The insured must do This insurance does not nothing after a loss to impair our rights. At our request, the insured will bring "suit" apply to: or transfer those rights to us and help us 1) Any "occurrence" enforce those rights, which takes place after Includes copyrighted material of Insurance GA 233 02 07 Services Office, Inc.,with its permission. Page 10 of 15 • you cease to be a ten- c) Any physical or ant in that premises. chemical change 2) in Structural alterations, the prod made intentionallyct new construction or by the vendor; demolition operations performed by or on be- d) Repackaging, un- half of such additional less unpacked insured, solely for the pur- pose or organization of inspection, (b) Any person9 demonstration, from which you lease testing, or the equipment with whom you substitution of have agreed per Paragraph parts under in- 9.a.(1) above to provide in- structions from the surance. Such person(s) or manufacturer, and organization(s)are insureds then repackaged solely with respect to their in the original liability arising out of the container; maintenance, operation or use by you of equipment e) Any failure to leased to you by such per- make such in- son(s) or organizations(s). spections, adjust- However, this insurance ments, tests or does not apply to any "oc- servicing as the currence"which takes place vendor has after the equipment lease agreed to make or expires, normally under- takeso (c) Any person or organization u make in the buscourse (referred to below as ven- of business, in dor) with whom you have connection with agreed per Paragraph the distribution or 9.a.(1) above to provide in- sale of the prod- surance, but only with re- ucts; spect to "bodily injury" or "property damage" arising f) Demonstration, in- out of"your products"which stallatlon, servic- are distributed or sold in the ing or repair op- regular course of the van- orations, except dot's business, subject to such operations the following additional ex- performed at the clusions: vendor's premises In with 1) The insurance afforded the connectionsale of the the vendor does not product; apply to: Produa) "Bodily injury" or g) after d stributioncor "property damage" sale by you, have for which the van- been labeled or dor is obligated to relabeled or used pay damages by as a container, reason of the as- part or ingredient sumption of liabil- of any other thing ity in a contract or or substance by or agreement. This for the vendor. exclusion does not apply to liability for 2) This insurance does damages that the not apply to any in- vendor would sured person or or- have in the ab- ganization: sence of the con- tract or agree- a) From whom you ment; have acquired such products, or b) Any express war- any ingredient, rarity unauthorized part or container, by you; entering into, ac- Includes copyrighted material of Insurance GA 233 02 07 Services Office, Inc.,with its permission. Page 11 of 15 companying or 2) This insurance does containing such not apply to "bodily In- products; or jury", "property dam- age"When liability in- or "personal and b) tY advertising injury" ads- cluded within the ing out of operations "products- performed for the state completed opera- or political subdivision. tions hazard" has been excluded (f) Any person or organization under this Cover- with which you have agreed age Part with re- per Paragraph 9.a.(1) spect to such above to provide Insurance, products. but only with respect to li- ability(d) Anystate orpolitical subdi- arising out of "your work" performed for that vision with which you have additional insured by you or agreed per Paragraph on your behalf. A person or 9.a.(1) above to provide in- organization's status as an surance, subject to the fol- insured under this provision lowing additional provision: of this endorsement contin- This insurance applies only ties for only the period of with respect to the following time required by the written hazards for which the state contract or agreement, but or political subdivision has in no event beyond the ex- issued a permit in connec- piration date of this Cover- tion with premises you own, age Part. If there is no rent or control and to which written contract or agree- this insurance applies: ment, or if no period of time is required by the written 1) The existence, mainte- contract or agreement, a nance, repair, con- person or organization's struction, erection, or status as an insured under removal of advertising this endorsement ends signs, awnings, cano- when your operations for pies, cellar entrances, that insured are completed. coal holes, driveways, manholes, marquees, (3) Any insurance provided to an hoist away openings, additional insured designated sidewalk vaults, street under Paragraph 9.a.(2)' banners, or decora- (a) Subparagraphs (e) and (f) tions and similar expo- does not apply to "bodily sures;or injury"or"property damage" 2) The construction, erec- included within the "prod- tion, or removal of ele- ucts-completed operations vators; or hazard"; 3) The ownership, main- (b) Subparagraphs (a), (b), (d), tenance, or use of any (e) and (f) does not apply to elevators covered by "bodily injury", "property this insurance. damage" or "personal and advertising injury" arising (e) Any state or political subdi- out of the sole negligence vision with which you have or willful misconduct of the agreed per Paragraph additional insured or their 9.a.(1) above to provide in- agents, "employees" or any surance, subject to the fol- other representative of the lowing provisions: additional insured; or 1) This insurance applies (c) Subparagraph (f) does not only with respect to op- apply to "bodily injury", erations performed by "property damage" or "per- you or on your behalf sonal and advertising injury" for which the state or arising out of: political subdivision has 1) Defects in design fur- issued a permit nished by or on behalf Includes copyrighted material of Insurance GA 233 02 07 Services Office, Inc.,with its permission. Page 12 of 15 of the additional In- spects any other insurance sured; or policy issued to the addi- tionalThe renderingof, or tional Insured, and such 2) other insurance policy shall failure to render, any be excess and /or noncon- professional architec- tributing, whichever applies, tural, engineering or with this insurance. surveying services, in- cluding: (b) Any insurance provided by this endorsement shall be a) The preparing, primary to other insurance approving or fail- available to the additional ing to prepare or insured except: approve maps, shop drawings, 1) As otherwise provided opinions, reports, in SECTION IV - surveys, field or- COMMERCIAL GEN- ders, change or- ERAL LIABILITY ders or drawings CONDITIONS, 5, Other and specifications; Insurance, b. Excess and Insurance; or b) Supervisory, in- 2) For any other valid and spection, archi- collectible Insurance -lecture! or engi- available to the addi- neering activities. tional insured as an 3) "Your work"for which a additional insured by attachment of an en- consolidated (wrap-up) dorsement to another insurance program has Insurance policy that is been provided by the written on an excess primecontractor-project basis. In such case, manager or owner of the coverage provided the construction project under this endorse- in which you are in- ment shall also be ex- volved. cess. b. Only with regard to insurance pro- (2) Condition 11. Conformance to vided to an additional insured desig- Specific Written Contract or nated under Paragraph 9.a.(2) Sub- Agreement is hereby added: paragraph (Q above, SECTION III - LIMITS OF INSURANCE is amended 11. Conformance to Specific to include: Written Contract or The limits applicable to the additional Agreement insured are those specified in the With respect to additional written contract or agreement or in insureds described in Para- the Declarations of this Coverage graph 9.a.(2)(f) above only: Part,whichever are less If no limits are specified in the written contract If a written contract or or agreement, or if there is no written agreement between you contract or agreement, the limits ap- and the additional insured plicable to the additional insured are specifies that coverage for those specified in the Declarations of the additional insured: this Coverage Part. The limits of in- a, Be provided by the In- surance are inclusive of and not in surance Services Of- addition to the limits of insurance lice additional insured shown in the Declarations, form number CG 20 10 c. SECTION IV - COMMERCIAL GEN- or CG 20 37 (where ERAL LIABILITY CONDITIONS is edition specified);or hereby amended as follows: b. Include coverage for (1) Condition 5. Other Insurance is completed operations; amended to include: or (a) Where required by a written c. Include coverage for contract or agreement, this 'your work'; insurance is primary and 1 and where the limits or cov- or noncontributory as re- erage provided to the addi- Includes copyrighted material of Insurance GA 233 02 07 Services Office, Inc.,with Its permission. Page 13 of 15 tional insured is more re- 11. of this endorsement fix the strictive than was specifi- most we will pay in any one "oc- cally required in that written currence" regardless of the contract or agreement, the number of: terms of Paragraphs 9.a.(3)(a), 9.a.(3)(b) or 9.b. (a) Insureds; above, or any combination (b) Claims made or "suits" thereof, shall be Interpreted brought;or as providing the limits or coverage required by the (c) Persons or organizations terms of the written contract making claims or bring or agreement, but only to "suits". the extent that such limits or coverage is included within (2) Deductible Clause the terms of the Coverage (a) Our obligation to pay dam- Part to which this endorse- ages on your behalf applies meet Is attached. If, how- only to the amount of dam- ever, the written contract or ages for each "occurrence" agreement specifies the In- which are in excess of the surance Services Office Deductible amount stated in additional insured form Section B. Limits of Insur- number CG 20 10 but does ance, 11. of this endorse- not specify which edition, or ment. The limits of insur- spec€fies an edition that ance will not be reduced by does not exist, Paragraphs the application of such De- 9.a.(3)(a) and 9,a•(3)(b) of ductibie amount. this endorsement shall not apply and Paragraph 9.6, of (b) Condition 2. Duties in the this endorsement shall ap- Event of Occurrence, Of• PIY. fense, Claim or Suit, ap- 10. Broadened Contractual Liability-Work plies to each claim or "suit' Within 50'of Railroad Property irrespective of the amount. It is hereby agreed that Paragraph f.(1) of (c) We may pay any part or all Definition 12, "Insured contract" (SEC- of the deductible amount to TION V-DEFINITIONS) is deleted. effect settlement of any claim or suit' and, upon 11. Property Damage to Borrowed Equip- notification of the action ment taken, you shall promptly reimburse us for such part a, The following is hereby added to Ex- of the deductible amount as ciusion j. Damage to Property of has been paid by us, Paragraph 2., Exclusions of SEC- TION I - COVERAGES, COVERAGE 12. Employees as Insureds • Specified A. BODILY INJURY AND PROP- Health Care Services ERTY DAMAGE LIABILITY: It is hereby agreed that Paragraph Paragraphs (3) and (4) of this exclu- 2.a.(1)(d) of SECTION Il - WHO IS AN sion do not apply to tools or equip- INSURED, does not apply to your "em- inent loaned to you, provided they ployees" who provide professional health are not being used to perform opera- care services on your behalf as duly li- tions at the time of loss. censed: b. With respect to the insurance pro- a. Nurses; vlded by this section of the en- b. Emergency Medical Technicians; or dorsement, the following additional provisions apply: c. Paramedics, (1) The Limits of Insurance shown in the jurisdiction where an 'occurrence" in the Declarations are replaced or offense to which this insurance applies by the limits designated In Sec- takes place. tion B. Limits of Insurance, 11. of this endorsement with respect 13. Broadened Notice of Occurrence to coverage provided by this endorsement. These limits are Paragraph a. of Condition 2. Duties in inclusive of and not in addition to the Event of Occurrence, Offense, the limits being replaced. The Claim or Suit (SECTION IV • COMMER- Limits of Insurance shown in CIAL GENERAL LIABILITY CONDI- Section B. Limits of Insurance, Includes copyrighted material of Insurance GA 233 02 07 Services Office, Inc.,with its permission. Page 14 of 15 TIONS) is hereby deleted and replaced (2) The names and addresses of by the following: any Injured persons and wit- a. You must see to it that we are no - nesses; and ti fed as soon as practicable of an (3) The nature and location of any "occurrence" or an offense which injury or damage arising out of may result in a claim. To the extent the"occurrence" or offense. possible, notice should include: This requirement applies only when (1) How, when and where the "oc- the "occurrence" or offense is known currence"or offense took place; to an "authorized representative". Includes copyrighted material of Insurance GA 233 02 07 Services Office, Inc.,with its permission. Page 15 of 15 Nap nmm Cu. strata.me Policy Number: EpP0432268 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. CinciPlus® BUSINESS AUTO XC+® (EXPANDED COVERAGE PLUS) ENDORSEMENT This endorsement modifies insurance provided by the following: BUSINESS AUTO COVERAGE FORM With respect to the coverage provided by this endorsement,the provisions of the Coverage Form apply unless modified by this endorsement A. Blanket Waiver of Subrogation This provision does not apply unless the valid written contract has been: SECTION IV - BUSINESS AUTO CONDI- TIONS, A. Loss Conditions, 5. Transfer of 1. Executed prior to the accident causing Rights of Recovery Against Others to Us is "bodily injury' or"property damage", and amended by the addition of the following 2. Is still in force at the time of the "accident" We waive any right of recovery we may have causing "bodily injury" or "property darn- against any person or organization because of age". payments we make for 'bodily injury" or "property damage" arising out of the operation D. Employee Hired Auto of a covered "auto" when you have assumed 1. Changes in Liability Coverage liability for such "bodily injury" or "property damage" under an "Insured contract". provid- The following Is added to the Section II - ed the "bodily injury' or"property damage" oc- Liability Coverage, A. Coverage. 1. curs subsequent to the execution or the "In- Who is an Insured: sured contract'. An "employee" of yours is an "insured" B. Noncontributory Insurance while operating an "auto" hired or rented under a contract or agreement in that SECTION IV - BUSINESS AUTO CONDI- TIONS, B. General Conditions, 5. Other In- 'employee's" name, with yourrlrelated while performing duties related to the surance c. is replaced by the following: conduct of your business. c. Regardless of the provisions of Par- 2. Changes in General Conditions agraph a. above, this Coverage Form's Liability Coverage is primary SECTION IV - BUSINESS AUTO CON- and we will not seek contribution DITIONS, B. General Conditions, S. from any other insurance for any Iia- Other Insurance Is amended by replac- bility assumed under an "insured ing Paragraph S.b. with the following contract" that requires liability to be assumed on a primary noncontributo- b. For Hired Auto Physical Damage ry basis. Coverage the following are deemed to be covered "autos"you own: C. Additional Insured by Contract (1) Any covered "auto" you lease. SECTION II - LIABILITY COVERAGE, A. hire. rent or borrow; and Coverage, I. Who is an Insured is amended (2) Any covered "auto" hired or to include as an insured any person or orgam- zation with which you have agreed In a valid rented by your'employee" under written contract to provide insurance as is af- a contract in that individual "em- forded by this policy. ployee's" name, with your per- mission. while performing duties This provision is limited to the scope of the related to the conduct of your valid written contract. business. Includes copyrighted material of ISO AA 288 0116 Properties, Inc. with its permission. Page 1 of 4 However, any "auto" that is leased, a. Is effective on the date of acquisition hired. rented or borrowed with a driver or formation. and Is afforded for 180 is not a covered "auto". days after such date, E. Audio, Visual and Data Electronic Equip- b. Does not apply to "bodily injury" or meat "property damage" resulting from an SECTION 111 - PHYSICAL DAMAGE COV- "accident" that occurred ERAGE, C. Limit of Insurance is amended acqguired or formeddtheeorganization; before you by adding the following: c. Does not apply to any newly acquired 4. The most we willfor all "loss" to au- or formed organization that is a joint pay venture or partnership; and dio. visual or data electronic equipment and any accessories used with this d. Does not apply to an insured under equipment as a result of any one "acci- any other automobile liability policy, dent" is the lesser of: or would be an insured under such a a. The value of the dam- policy but for the termination of such a ed actual cash property as of theetime policy or the exhaustion of such poll- 9 P P m' cys limits of insurance. of the "accident; b. The cost of repairing or replacing the 3. Any of your "employees" while using a P 9 P 9 covered "auto" in your business or your damaged or stolen property with oth- personal affairs. provided you do not own, er property of like kind and quality; or hire or borrow that "auto". c. $2,500. G. Liability Coverage Extensions - Supple- Provided the equipment. at the time of the mentary Payments- Higher Limits "loss"is: SECTION II - LIABILITY COVERAGE, A. a. Permanently installed in or upon the Coverage, 2. Coverage Extensions, a. Sup- covered "auto" in a housing. opening plementary Payments is amended by: or other location that is not normally 1. Replacing the 52,000 Limit of Insurance used by the "auto" manufacturer for for ball bonds with$4,000 in (2); and the installation of such equipment; b. Removable from a permanentlyin- 2. Replacing the 5250 Limit of Insurance for reasonable expenses with $500 in(4). stalled housing unit as described in Paragraph La. above; or H. Amended Fellow Employee Exclusion c An Integral part of such equipment. SECTION II - LIABILITY COVERAGE, B.F. Who is an Insured- Amended Ex- clusions, 5. Fellow Employee is modified as follows: SECTION II - LIABILITY COVERAGE, A. Exclusion 5. Fellow Employee is deleted. Coverage, 1. Who Is an Insured is amended by adding the following: I. Hired Auto - Physical Damage The following are "insureds". If hired "autos"are covered "autos' for Liability 1. Anysubsidiarywhich is a legally incorpo- Coverage, then Comprehensive and Collision 9 YPhysical Damage Coverages as provided un- rated entity of which you own a financial der SECTION III - PHYSICAL DAMAGE interest of more than 50% of the voting COVERAGE of this Coverage Part are ex- stock on the effective date of this cover- tended to "autos" you hire. subject to the fol- age form. lowing: However, the insurance afforded by this 1. The most we will pay for "loss" to any provision does not apply to any subsidiary hired "auto" is$50.000 or the actual cash that Is an "insured" under any other au- value.or cost to repair or replace, which- tomoblle liability policy. or would be an ever is the least, minus a deductible. "insured" under such policy but for termi- nation of such policy or the exhaustion of 2. The deductible will be equal to the largest such policy's limits of insurance. deductible applicable to any owned "auto" for 2. Any organization that is newly acquired or lesshat coverage. or $1.000,whichever is formed by you and over which you main- tain majority ownership. The insurance 3. Hired Auto - Physical Damage coverage I provided by this provision: is excess over any other collectible insur- ance. Includes copyrighted material of ISO AA 288 01 16 Properties, Inc.. with its permission. Page 2 of 4 4. Subject to the above limit, deductible, and K. Transportation Expense-Higher Limits excess provisions we will provide cover- SECTION III - PHYSICAL DAMAGE COV- age equal to the broadest coverage appli, ERAGE, A. Coverage, 4. Coverage Exten- cable to any covered "auto" you own in- sions Is amended by replacing 520 per day cured under this policy. with 550 per day, and $600 maximum with Coverage includes loss of use of that hired au- $1.500 maximum in Extension a. Transpor- to. provided it results from an "accident" for tation Expenses. which you are legally liable and as a result of L. Airbag Coverage which a monetary loss is sustained by the leasing or rental concern. The most we will SECTION III - PHYSICAL DAMAGE COW pay for any one "accident' is$3.000. ERAGE, B. Exclusions, 3s. is amended by If a limit for Hired Auto - Physical Damage is adding the following: shown in the Schedule, then that limit replac- However, the mechanical and electrical es, and is not added to, the $50,000 limit indi- breakdown portion of this exclusion does not cated above apply to the accidental discharge of an airbag. J. Rental Reimbursement This coverage for airbags Is excess over any other collectible insurance or warranty SECTION III - PHYSICAL DAMAGE is M. Loan or Lease Gap Coverage amended by adding the following: 1. We will pay for rental reimbursement ex- 1. SECTION III - PHYSICAL DAMAGE penses incurred by you for the rental of COVERAGE, C. Limit of Insurance is an"auto" because of a "loss"to a covered deleted in its entirety and replaced by the "auto". Payment applies in addition to the following, but only for private passenger otherwise applicable amount of each coy- type 'autos" with an original loan or lease. erage you have on a covered "auto". No and only In the event of a 'total loss" to deductible applies to this coverage such a private passenger type"auto". 2. We will pay only for those expenses in- a. The most we will pay for"loss" in any curred during the policy period beginning one "accident" Is the greater of: 24 hours after the "loss" and ending. re- (1) The amount due under the terms gardless of the policy's expiration, with of the lease or loan to which the lesser of the following number of your covered private passenger days: type "auto"is subject, but will not a. The number of days reasonably re- include: quired to repair the covered "auto". If (a) Overdue lease or loan pay- "loss" is caused by theft,this number mens; of days Is added to the number of days it takes to locate the covered (b) Financial penalties imposed "auto"and return it to you; or under the lease due to high b. 30 days. mileage, excessive use or Y abnormal wear and tear, 3. Our payment is limited to the lesser of the (c) Security deposits not re- following amounts: funded by the lessor; a. Necessary and actual expenses in- (d) Costs for extended warran- curred; or ties, Credit Life Insurance. b. $50 per day. Health, Accident or Disabil- ity Insurance purchased 4. This coverage does not apply while there with the loan or lease; and are spare or reserve "autos" available to you for your operations. (e) Carry-over balances from previous loans or leases, or S. We will pay under this coverage only that amount of your rental reimbursement ex- (2) Actual cash value of the stolen penses which is not already provided for or damaged property. under SECTION III - PHYSICAL DAM- b. An adjustment for depreciation and AGE COVERAGE, A. Coverage, 4. physical condition will be made in de- Coverage Extensions. termining actual cash value at the time of"loss". Includes copyrighted material of ISO AA 288 01 16 Properties. Inc.. with its permission. Page 3 of 4 2. SECTION V - DEFINITIONS Is amended P. Unintentional Failure to Disclose Hazards by adding the following, but only for the SECTION IV - BUSINESS AUTO CONDI- e5 of this Loan or Lease Gap TIONS, B. General Conditions, 2. Conceal- Coverage: ment, Misrepresentation or Fraud is "Total loss" means a "loss" in which the amended by adding the following: cost of repairs plus the salvage value ex- However, if you unintentionally fail to disclose ex- ceeds the actual cash value. any hazards existing on the effective date of N. Glass Repair-Waiver of Deductible this Coverage Form, we will not deny cover- ageSECTION III - PHYSICAL DAMAGE COV- under this Coverage Form because of such failure. ERAGE, D. Deductible is amended by adding the following: Q. Mental Anguish Resulting from Bodily Inju- No deductible applies to glass damage if the ry glass is repaired in a manner acceptable to us SECTION V - DEFINITIONS, C."Bodily inju- rather than replaced. ry" is deleted in its entirety and replaced by the following: O. Duties In the Event of an Accident, Claim, Suit or Loss- Amended "Bodily injury" means bodily injury, sickness or disease sustained by a person, including men- SECTION IV - BUSINESS AUTO CONDI- tel anguish TIONS,A. Loss Conditions, 2. Duties in the and death sustained thesame person that results from such bodilyly injury, Event of Accident,Claim, Suitor Loss,a. is sickness or disease. "Bodily injury" does not amended by adding the followng: include mental anguish or death that does not This condition applies only when the "acct- result from bodily injury, sickness or disease dent"or"loss" is known to: R. Coverage for Certain Operations in Con- 1. You, if you are an individual: vection with Railroads 2. A partner, if you are a partnership; With respect to the use of a covered "auto" in operations for or affecting a railroad- 3. An executive officer or Insurance manag- er, if you are a corporation; or 1. Section V- Definitions, H. "Insured con- tract". 1.c. is amended to read: 4. A member or manager, if you are a lim- ited liability company c. An easement or license agreement; 2. Section V- Definitions, H. "Insured con- tract", 2.a. Is deleted. Includes copyrighted material of ISO AA 288 01 16 Properties, Inc.. with its permission. Page 4 of 4