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20-135.00 Widener & Associates: Pines BNSF Grade Separation Contract No. 20-135 AGREEMENT FOR PROFESSIONAL SERVICES Cowling& Company,LLC DBA Widener&Associates THIS AGREEMENT is made by and between the City of Spokane Valley,a code City of the State of Washington, hereinafter"City"and Cowling&Company, LLC (DBA Widener&Associates), hereinafter "Consultant,"jointly referred to as"Parties." IN CONSIDERATION of the terms and conditions contained herein,the Parties agree as follows: 1.Work to Be Performed. Consultant shall provide all labor,services,and material to satisfactorily complete the Scope of Services, attached as Exhibit B. A. Administration. The City Manager or designee shall administer and be the primary contact for Consultant. Prior to commencement of work,Consultant shall contact the City Manager or designee to review the Scope of Services, schedule, and date of completion. Upon notice from the City Manager or designee,Consultant shall commence work,perform the requested tasks in the Scope of Services,stop work,and promptly cure any failure in performance under this Agreement. B. Representations. City has relied upon the qualifications of Consultant in entering into this Agreement. By execution of this Agreement,Consultant represents it possesses the ability,skill,and resources necessary to perform the work and is familiar with all current laws,rules,and regulations which reasonably relate to the Scope of Services. No substitutions of agreed-upon personnel shall be made without the prior written consent of City. Consultant represents that the compensation as stated in paragraph 3 is adequate and sufficient for the timely provision of all professional services required to complete the Scope of Services under this Agreement. Consultant shall be responsible for the technical accuracy of its services and documents resulting therefrom, and City shall not be responsible for discovering deficiencies therein. Consultant shall correct such deficiencies without additional compensation except to the extent such action is directly attributable to deficiencies in City-furnished information. C.Standard of Care. Consultant shall exercise the degree of skill and diligence normally employed by professional consultants engaged in the same profession,and performing the same or similar services at the time such services are performed. D. Modifications. City may modify this Agreement and order changes in the work whenever necessary or advisable. Consultant shall accept modifications when ordered in writing by the City Manager or designee, so long as the additional work is within the scope of Consultant's area of practice. Compensation for such modifications or changes shall be as mutually agreed between the Parties. Consultant shall make such revisions in the work as are necessary to correct errors or omissions appearing therein when required to do so by City without additional compensation. 2. Term of Contract. This Agreement shall be in full force and effect upon execution and shall remain in effect until completion of all contractual requirements have been met as determined by City. Consultant shall complete its work by December 31,2023 unless the time for performance is extended in writing by the Parties. Agreement for Professional Services(with professional liability coverage) Page 1 of 16 Contract No. 20-135 Either Party may terminate this Agreement for material breach after providing the other Party with at least 10 days' prior notice and an opportunity to cure the breach. City may,in addition,terminate this Agreement for any reason by 10 days'written notice to Consultant. In the event of termination without breach,City shall pay Consultant for all work previously authorized and satisfactorily performed prior to the termination date. 3. Compensation. City agrees to pay Consultant an agreed upon hourly rate up to a maximum amount of$ 86,676.40 as full compensation for everything done under this Agreement, as set forth in Exhibit C. Consultant shall not perform any extra,further,or additional services for which it will request additional compensation from City without a prior written agreement for such services and payment therefore. 4. Payment. Consultant shall be paid monthly upon presentation of an invoice to City. Applications for payment shall be sent to the City Finance Department at the below-stated address. City reserves the right to withhold payment under this Agreement for that portion of the work(if any)which is determined in the reasonable judgment of the City Manager or designee to be noncompliant with the Scope of Services,City standards, City Code, and federal or state standards. 5. Notice. Notices other than applications for payment shall be given in writing as follows: TO THE CITY: TO THE CONSULTANT: Name: Christine Bainbridge,City Clerk Name:Jordan Widener Phone: (509)720-5000 Phone: (425)332-3961 Address: 10210 East Sprague Avenue Address: 1902 120th Place SE Ste 202 Spokane Valley,WA 99206 Everett,WA 98208 6.Applicable Laws and Standards. The Parties,in the performance of this Agreement,agree to comply with all applicable federal, state, and local laws and regulations. Consultant states that its designs, construction documents,and services shall conform to all federal, state, and local statutes and regulations. City has received a Consolidated Rail Infrastructure and Safety Improvements grant award for the Pines Grade Separation Project ("Federal grant"). All City contracts and subcontracts are subject to certain additional federal requirements as part of the Federal grant funding. The City has provided a copy of the Federal grant agreement to Consultant and the Parties agree that Consultant was selected in part because of its ability to comply with applicable Federal grant requirements. Parties agree that Consultant and all subconsultants shall be subject to and comply with all applicable Federal grant award requirements as described in Exhibit A and as may be updated or amended from time to time. The Scope of Services shall be deemed amended if the Parties determine any modification is necessary to ensure compliance with the Federal grant requirements. 7. Certain Certifications — Debarment, Suspension, and Other Responsibility Matters, Drug-Free Workplace,and Other Certifications. A.By executing this Agreement,the Consultant certifies to the best of its knowledge and belief that it and its principals: 1. Are not presently debarred, suspended, proposed for debarment, declared ineligible, or voluntarily excluded from covered transactions by any federal department or agency; Agreement for Professional Services(with professional liability coverage) Page 2 of 16 Contract No. 20-135 2. Have not within a three-year period preceding this proposal been convicted of or had a civil judgment rendered against them for commission of fraud or a criminal offense in connection with obtaining, attempting to obtain, or performing a public (federal, state, or local)transaction or contract under a public transaction;violation of federal or state antitrust statutes or commission of embezzlement,theft,forgery,bribery,falsification or destruction of records,making false statements, or receiving stolen property; 3. Are not presently indicted for or otherwise criminally or civilly charged by a governmental entity (federal, state, or local) with commission of any of the offenses enumerated in paragraph(A)(2)of this certification;and 4. Have not within a three-year period preceding this application/proposal had one or more public transactions(federal,state, or local)terminated for cause or default. B. Where the prospective primary participant is unable to certify to any of the statements in this • certification,such prospective participant shall attach an explanation to this Agreement. C. By executing this Agreement,the Consultant certifies to the best of its knowledge and belief that it and its principals will, or will continue, to provide a drug-free workplace in conformance with the requirements of 49 C.F.R.part 32 by: 1. Publishing a statement notifying employees that the unlawful manufacture, distribution, dispensing, possession or use of a controlled substance is prohibited in the Consultant's workplace, and specifying the actions that will be taken against employees for violation of such prohibition. 2.Establishing an ongoing drug-free awareness program to inform employees about: (a)The dangers of drug abuse in the workplace; (b)The Consultant's policy of maintaining a drug-free workplace; (c)Any available drug counseling,rehabilitation,and employee assistance programs; and, (d) The penalties that may be imposed upon employees for drug abuse violations occurring in the workplace. 3. Making it a requirement that each employee to be engaged in the performance of work under this Agreement be given a copy of the statement required by paragraph 7(C)(1)above. 4.Notifying the employee in the statement required by paragraph 7(C)(1)that,as a condition of employment for work under this Agreement,the employee will: (a)Abide by the terms of the statement;and Agreement for Professional Services(with professional liability coverage) Page 3 of 16 Contract No. 20-135 (b) Notify the employer in writing of his or her conviction for a violation of a criminal drug statute occurring in the workplace no later than five calendar days after such conviction. 5. Notifying the City in writing, within ten calendar days after receiving notice from an employee or otherwise receiving actual notice of conviction. Employers of convicted employees must provide notice,including position title,to the City.The City will provide any such notice to the Federal Railroad Administration as well. 6.Taking one of the following actions,within 30 days of receiving notice with respect to any employee who is so convicted: (a) Taking appropriate personnel action against such an employee, up to and including termination,consistent with the requirements of the Rehabilitation Act of 1973,as amended; or (b)Requiring such employee to participate satisfactorily in a drug abuse assistance or rehabilitation program approved for such purposes by a Federal,State or local health, law enforcement, or other appropriate agency. 7. Making a good faith effort to continue to maintain a drug-free workplace through implementation of this Section 7. D. In addition to the certifications above, Consultant shall complete and sign all Certification Documents set forth in Exhibit D and such certifications are hereby incorporated by reference herein. The Consultant shall ensure that such certifications remain in effect for the term of this Agreement. 8.Relationship of the Parties. It is understood and agreed that Consultant shall be an independent contractor and not the agent or employee of City,that City is interested in only the results to be achieved, and that the right to control the particular manner,method,and means in which the services are performed is solely within the discretion of Consultant. Any and all employees who provide services to City under this Agreement shall be deemed employees solely of Consultant. The Consultant shall be solely responsible for the conduct and actions of all its employees under this Agreement and any liability that may attach thereto. 9.Ownership of Documents. All drawings,plans,specifications,and other related documents prepared by Consultant under this Agreement are and shall be the property of City, and may be subject to disclosure pursuant to chapter 42.56 RCW or other applicable public record laws. The written, graphic, mapped, photographic, or visual documents prepared by Consultant under this Agreement shall, unless otherwise provided, be deemed the property of City. City shall be permitted to retain these documents, including reproducible camera-ready originals of reports,reproduction quality mylars of maps,and copies in the form of computer files,for the City's use. City shall have unrestricted authority to publish,disclose,distribute, and otherwise use,in whole or in part,any reports,data,drawings, images,or other material prepared under this Agreement,provided that Consultant shall have no liability for the use of Consultant's work product outside of the scope of its intended purpose. 10.Records. The City or State Auditor or any of their representatives shall have full access to and the right to examine during normal business hours all of Consultant's records with respect to all matters covered in this Agreement. Such representatives shall be permitted to audit,examine,make excerpts or transcripts from such Agreement for Professional Services(with professional liability coverage) Page 4 of 16 • Contract No. 20-135 records,and to make audits of all contracts,invoices,materials,payrolls,and record of matters covered by this Agreement for a period of three years from the date final payment is made hereunder. Consultant shall retain all records related to all matters covered in this Agreement for a period of three years after completion of project close-out,unless a longer time is requested by City or required by law. 11. Insurance. Consultant shall procure and maintain for the duration of the Agreement, insurance against claims for injuries to persons or damage to property which may arise from or in connection with the performance of the work hereunder by Consultant,its agents,representatives, employees,or subcontractors. A.Minimum Scope of Insurance. Consultant shall obtain insurance of the types described below: 1.Automobile liability insurance covering all owned,non-owned,hired,and leased vehicles. Coverage shall be written on Insurance Services Office(ISO)form CA 00 01 or a substitute form providing equivalent liability coverage. 2. Commercial general liability insurance shall be at least as broad as ISO occurrence form CG 00 01 and shall cover liability arising from premises,operations, stop-gap independent contractors and personal injury,and advertising injury. City shall be named as an additional insured under Consultant's commercial general liability insurance policy with respect to the work performed for the City using an additional insured endorsement at least as broad as ISO CG 20 26. 3.Workers' compensation coverage as required by the industrial insurance laws of the State of Washington. 4.Professional liability insurance appropriate to Consultant's profession. B.Minimum Amounts of Insurance. Consultant shall maintain the following insurance limits: 1.Automobile liability insurance with a minimum combined single limit for bodily injury and property damage of no less than$1,000,000 per accident. 2.Commercial general liability insurance shall be written with limits no less than$2,000,000 for each occurrence, and$2,000,000 for general aggregate. 3. Professional liability insurance shall be written with limits no less than $1,000,000 per claim and$1,000,000 policy aggregate limit. C. Other Insurance Provisions. The policies are to contain,or be endorsed to contain,the following provisions for automobile liability and commercial general liability insurance: 1.Consultant's insurance coverage shall be primary insurance with respect to the City. Any insurance,self-insurance,or insurance pool coverage maintained by City shall be in excess of Consultant's insurance and shall not contribute with it. 2. Consultant shall fax or send electronically in.pdf format a copy of insurer's cancellation notice within two business days of receipt by Consultant. Agreement for Professional Services(with professional liability coverage) Page 5 of 16 Contract No. 20-135 3.If Consultant maintains higher insurance limits than the minimums shown above,City shall be insured for the full available limits of commercial general and excess or umbrella liability maintained by Consultant,irrespective of whether such limits maintained by Consultant are greater than those required by this Agreement or whether any certificate of insurance furnished to the City evidences limits of liability lower than those maintained by Consultant. 4. Failure on the part of Consultant to maintain the insurance as required shall constitute a material breach of the Agreement,upon which the City may,after giving at least five business days'notice to Consultant to correct the breach,immediately terminate the Agreement,or at its sole discretion, procure or renew such insurance and pay any and all premiums in connection therewith,with any sums so expended to be repaid to City on demand, or at the sole discretion of the City,offset against funds due Consultant from the City. D.Acceptability of Insurers. Insurance is to be placed with insurers with a current A.M.Best rating of not less than A:VII. E. Evidence of Coverage. As evidence of the insurance coverages required by this Agreement, Consultant shall furnish acceptable insurance certificates to the City Clerk at the time Consultant returns the signed Agreement,which shall be Exhibit E. The certificate shall specify all of the parties who are additional insureds,and shall include applicable policy endorsements,and the deduction or retention level.Insuring companies or entities are subject to City acceptance. If requested,complete copies of insurance policies shall be provided to City. Consultant shall be financially responsible for all pertinent deductibles,self-insured retentions,and/or self-insurance. 12.Indemnification and Hold Harmless. Consultant shall,at its sole expense,defend,indemnify,and hold harmless City and its officers, agents, and employees, from any and all claims, actions, suits, liability, loss, costs,attorney's fees,costs of litigation,expenses,injuries,and damages of any nature whatsoever relating to or arising out of the wrongful or negligent acts, errors, or omissions in the services provided by Consultant, Consultant's agents, subcontractors, subconsultants, and employees to the fullest extent permitted by law, subject only to the limitations provided below. Consultant's duty to defend,indemnify,and hold City harmless shall not apply to liability for damages arising out of such services caused by or resulting from the sole negligence of City or City's agents or employees pursuant to RCW 4.24.115. Consultant's duty to defend,indemnify,and hold City harmless against liability for damages arising out of such services caused by the concurrent negligence of(a) City or City's agents or employees, and(b)Consultant, Consultant's agents, subcontractors, subconsultants, and employees shall apply only to the extent of the negligence of Consultant,Consultant's agents,subcontractors,subconsultants, and employees. Consultant's duty to defend,indemnify,and hold City harmless shall include,as to all claims,demands,losses, and liability to which it applies,City's personnel-related costs,reasonable attorneys'fees,the reasonable value of any services rendered by the office of the City Attorney, outside consultant costs, court costs, fees for collection,and all other claim-related expenses. Consultant specifically and expressly waives any immunity that may be granted it under the Washington State Industrial Insurance Act,Title 51 RCW. These indemnification obligations shall not be limited in any way by any limitation on the amount or type of damages,compensation,or benefits payable to or for any third party Agreement for Professional Services(with professional liability coverage) Page 6 of 16 Contract No. 20-135 under workers' compensation acts, disability benefit acts, or other employee benefits acts. Provided, that Consultant's waiver of immunity under this provision extends only to claims against Consultant by City,and does not include,or extend to,any claims by Consultant's employees directly against Consultant. Consultant hereby certifies that this indemnification provision was mutually negotiated. 13.Waiver. No officer,employee, agent,or other individual acting on behalf of either Party has the power, right, or authority to waive any of the conditions or provisions of this Agreement. A waiver in one instance shall not be held to be a waiver of any other subsequent breach or nonperformance. All remedies afforded in this Agreement or by law shall be taken and construed as cumulative and in addition to every other remedy provided herein or by law. Failure of either Party to enforce at any time any of the provisions of this Agreement or to require at any time performance by the other Party of any provision hereof shall in no way be construed to be a waiver of such provisions nor shall it affect the validity of this Agreement or any part thereof. 14. Assignment and Delegation. Neither Party shall assign, transfer, or delegate any or all of the responsibilities of this Agreement or the benefits received hereunder without prior written consent of the other Party. 15.Subcontracts. The City permits subcontracts for those items of services as shown in Exhibit B attached hereto and by this reference made part of this Agreement solely as provided in this section. The Consultant shall not subcontract for the performance of any services under this Agreement without prior written permission of the City. No permission for subcontracting shall create,between the City 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 C 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 task order unless a prior written approval has been issued by the City. All reimbursable direct labor,indirect cost rate,direct non-salary costs and fee costs for the sub-consultant shall be negotiated and substantiated in accordance with applicable payment sections of this Agreement herein and shall be memorialized in a final written acknowledgement between the Consultant and sub-consultant,a copy of which shall be provided to the City upon request. 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,including any and all applicable Federal grant and other requirements. Consultant shall make all payments to sub- consultants timely and City shall not be responsible or liable for any missed, late, or withheld payments by Consultant. 16.Confidentiality. Consultant may,from time-to-time,receive information which is deemed by City to be confidential. Consultant shall not disclose such information without the prior express written consent of City or upon order of a court of competent jurisdiction. 17. Jurisdiction and Venue. This Agreement is entered into in Spokane County, Washington. Disputes between City and Consultant shall be resolved in the Superior Court of the State of Washington in Spokane County. Notwithstanding the foregoing,Consultant agrees that it may,at City's request,be joined as a party in any arbitration proceeding between City and any third party that includes a claim or claims that arise out of,or that are related to Consultant's services under this Agreement. Consultant further agrees that the Arbitrator(s)' decision therein shall be final and binding on Consultant and that judgment may be entered upon it in any court having jurisdiction thereof. 18. Cost and Attorney's Fees. The prevailing party in any litigation or arbitration arising out of this Agreement for Professional Services(with professional liability coverage) Page 7 of 16 Contract No. 20-135 Agreement shall be entitled to its attorney's fees and costs of such litigation(including expert witness fees). 19.'ntire Agreement, This written Agreement constitutes the entire and complete agreement between the Parties and supersedes any prior oral or written agreements. This Agreement may not be changed,modified,or altered except in writing signed by the Parties hereto. 20.Anti-kickback. No officer or employee of City,having the power or duty to perform an official act or action related to this Agreement shall have or acquire any interest in this Agreement, or have solicited, accepted,or granted a present or future gift,favor,service,or other thing of value from any person with an interest in this Agreement. 21.Dullness Registratign. Consultant shall register with the City as a business prior to commencement of _ work under this Agreement if it has not already done so. ' 22.Severabffity. If any section,sentence,clmise,or phrase of this Agreement should be held to be invalid for any reason by a court of competent jurisdiction,such invalidity shall not affect the validity of any other section, sentence,clause,or phrase of this Agreement. 23.gxhibits. Exhibits attached and incorporated into this Agreement are: A. Assurance of compliance with applicable federal law. B. Scope of Services C. Fee proposal D. Certification Documents E. Insurance Certificates 'I_ ,171 The Parties have executed this Agreement this4't"day of, 411 L31 ,20 20 TAY nOF,SP VALLEY Consultant: U1 Uc Mark Calhoun,City Manager By.3y,rLan tt)i t eno r Its: Authorized Representative A Christine Bainbridge,City Clerk: APPRO TO FORM: Office Attorney Agreement for Professional Services(with professional liability coverage) Page 8 of 16 Contract No. 20-135 Exhibit A—Assurance of Compliance with Applicable Federal Law During the performance of this Agreement,the Consultant,for itself,its assignees, and successors in interest(hereinafter referred to as the"Consultant")agrees as follows: 1.Compliance with Regulations:The Consultant shall comply with the federal laws set forth in Section 7 of this Exhibit("Acts and the Regulations")relative to non-discrimination in federally-assisted programs of the U.S.Department of Transportation,Washington State Department of Transportation(WSDOT),as they may be amended from time-to-time,which are herein incorporated by reference and made a part of this Agreement. 2.Non-discrimination:The Consultant,with regard to the work performed by it during this Agreement,shall not discriminate on the grounds of race, color, or national origin in the selection and retention of subcontractors, including procurements of materials and leases of equipment. The Consultant shall not participate directly or indirectly in the discrimination prohibited by the Acts and the Regulations, including employment practices when the contract covers any activity,project,or program set forth in Appendix B of 49 CFR Part 21. 3. Solicitations for Subcontracts, Including Procurements of Materials and Equipment: In all solicitations,either by competitive bidding,or negotiation made by the Consultant for work to be performed under a subcontract,including procurements of materials,or leases of equipment,each potential subcontractor or supplier shall be notified by the Consultant of the Consultant's obligations under this Agreement and the Acts and the Regulations relative to non-discrimination on the grounds of race,color,or national origin. 4.Information and Reports:The Consultant shall provide all information and reports required by the Acts, the Regulations,and 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 City or the WSDOT to be pertinent to ascertain compliance with such Acts, Regulations, and instructions. Where any information required of Consultant is in the exclusive possession of another who fails or refuses to furnish the information, the Consultant shall so certify to the City or the WSDOT, as appropriate, and shall set forth what efforts it has made to obtain the information. 5.Sanctions for Noncompliance:In the event of a Consultant's noncompliance with the non-discrimination provisions of this Agreement,the City will impose such contract sanctions as it or the WSDOT may determine to be appropriate, including,but not limited to: a.withholding payments to the Consultant under the Agreement until the Consultant complies;and/or b. cancelling,terminating,or suspending the Agreement, in whole or in part. 6.Incorporation of Provisions:The Consultant shall include the provisions of paragraphs one through six of this Exhibit in every subcontract,including procurements of materials and leases of equipment,unless exempt by the Acts, the Regulations and directives issued pursuant thereto. The Consultant shall take action with respect to any subcontract or procurement as the City,WSDOT,USDOT,or Federal Railroads Administration may direct as a means of enforcing such provisions,including sanctions for noncompliance. Provided,that if the Consultant becomes involved in,or is threatened with litigation by a subcontractor or supplier because of such direction,the Consultant may request that the City enter into any litigation to protect the interests of the City. In addition, the Consultant may request the United States to enter into the litigation to protect the interests of the United States. Agreement for Professional Services(with professional liability coverage) Page 9 of 16 Contract No. 20-135 7. Pertinent Non-Discrimination Authorities:During the performance of this Agreement,the Consultant agrees to comply with the following non-discrimination statutes and authorities;including but not limited to: Title VI of the Civil Rights Act of 1964(42 U.S.C.§2000d et seq.,78 stat.252),(prohibits discrimination on the basis of race,color,national origin);23 CFR Part 200; 49 CFR Part 21; and 49 Part 26. The Uniform Relocation Assistance and Real Property Acquisition Policies Act of 1970, (42 U.S.C. §4601),(prohibits unfair treatment of persons displaced or whose property has been acquired because of Federal or Federal-aid programs and projects); Federal-Aid Highway Act of 1973,(23 U.S.C. §324 et seq.),(prohibits discrimination on the basis of sex); Section 504 of the Rehabilitation Act of 1973, (29 U.S.C. §794 et seq.), as amended, (prohibits discrimination on the basis of disability); and 49 CFR Part 27; The Age Discrimination Act of 1975,as amended,(42 U.S.C.§6101 et seq.),(prohibits discrimination on the basis of age); Airport and Airway Improvement Act of 1982, (49 USC §471, Section 47123),as amended, (prohibits discrimination based on race, creed, color,national origin, or sex); The Civil Rights Restoration Act of 1987,(PL 100-209),(Broadened the scope,coverage and applicability of Title VI of the Civil Rights Act of 1964,The Age Discrimination Act of 1975 and Section 504 of the Rehabilitation Act of 1973,by expanding the definition of the terms"programs or activities"to include all of the programs or activities of the Federal-aid recipients, sub-recipients and contractors, whether such programs or activities are Federally funded or not); Titles II and III of the Americans with Disabilities Act, which prohibit discrimination on the basis of disability in the operation of public entities, public and private transportation systems, places of public accommodation,and certain testing entities(42 U.S.C.§§12131-12189)as implemented by Department of Transportation regulations at 49 C.F.R.parts 37 and 38; The Federal Aviation Administration's Non-discrimination statute (49 U.S.C. §47123) (prohibits discrimination on the basis of race,color,national origin,and sex); Executive Order 12898,Federal Actions to Address Environmental Justice in Minority Populations and Low-Income Populations,which ensures Non-discrimination against minority populations by discouraging programs,policies,and activities with disproportionately high and adverse human health or environmental effects on minority and low-income populations; Executive Order 13166,Improving Access to Services for Persons with Limited English Proficiency,and resulting agency guidance, national origin discrimination includes discrimination because of Limited English proficiency(LEP).To ensure compliance with Title VI,you must take reasonable steps to ensure that LEP persons have meaningful access to your programs(70 Fed.Reg. at 74087 to 74100); Title IX of the Education Amendments of 1972, as amended, which prohibits you from discriminating because of sex in education programs or activities(20 U.S.C. §1681 et seq.); Agreement for Professional Services(with professional liability coverage) Page 10 of 16 Contract No. 20-135 49 U.S.0 § 306, which prohibits discrimination on the basis of race, color, national origin, or sex in railroad financial assistance programs;and RCW 49.60.180 Any other nondiscrimination regulation implemented related to any of the prior above stated statutes,any other nondiscrimination Executive Order implemented related to the above stated statutes,any USDOT Order implemented related to nondiscrimination, and any other applicable federal laws, regulations, requirements,and guidance prohibiting discrimination. 8. Compliance with 2 C.F.R. Part 200,Uniform Administrative Requirements, Cost Principles and Audit Requirements: This Agreement shall be subject to 2 C.F.R. Part 200, Uniform Administrative Requirements,Cost Principles and Audit Requirements for Federal Awards and the United States Department of Transportation implementing regulations at 2 C.F.R. Part 1201 (see 2 C.F.R. § 200.101), and such provisions are incorporated by reference herein. 9. Compliance with Subconsultant provisions of Consolidated Rail Infrastructure and Safety Improvements Cooperative Agreement between City and USDOT Federal Railroad Administration, Agreement No.69A36520501240CRSWA("CRISI Agreement"):Consultant has read CRISI Agreement,is familiar with, and agrees to comply with all provisions applicable to City's subconsultants therein. All provisions of the CRISI Agreement applicable to City's subconsultants are hereby incorporated by reference herein. 10. Prohibition in Trafficking in Persons: Consultant and any subconsultant shall not(a)engage in sever forms of trafficking in persons during the period of this Agreement;(b)procure a commercial sex act during the period of time that the award is in effect, or(c)use forced labor in the performance of this Agreement. This Agreement shall be terminated if Consultant, subconsultant, or any of their employees, officers, or officials is determined to have either violated any provision of this paragraph directly or through such conduct is imputed to the City or Consultant pursuant to the standards set forth in 2 C.F.R.part 180,as implemented at 2 C.F.R. part 1200. Consultant and any subconsultants shall notify the City immediately if they receive information from any source alleging a violation of this paragraph during the term of this Agreement. 11. DBE Requirements:. .This Agreement is not subject to a mandatory Underutilized Disadvantaged Business Enterprises ("UDBE")goal. In the absence of a mandatory UDBE,the Consultant shall continue their outreach efforts to provide SBE firms maximum practicable opportunities. 12. Federal Railroad Administration Review: The Federal Railroad Administration shall have the right to participate in the review of examination of any services provided as part of this Agreement or sub-agreement while such services are in progress or upon completion. Agreement for Professional Services(with professional liability coverage) Page 11 of 16 Exhibit B Spokane City of Spokane Valley, WA Pines Road/BNSF Grade Separation Project No. 0223 Environmental and Permitting Scope of Services Prepared by: Widener and Associates LLC July 22, 2020 PROJECT DESCRIPTION A. Project Description The objective of this project is to improve safety by developing a grade-separated facility at the intersection of Pines Road and the BNSF Railway railroad tracks. The supporting environmental document will be developed using relevant portions of the FHWA and WSDOT NEPA Categorical Exclusion (CE) prepared for the entire suite of Bridging the Valley(BTV)projects and approved in 2006. The project will be submitted to the FRA as well as WSDOT (representing FHWA) for approvals. FRA will be the lead agency for the environmental review. Task 1.0 ENVIRONMENTAL DOCUMENTATION 1.1 Design Assistance and Agency Coordination The Consultant will complete coordination within the various design elements of the project will identify and incorporate minimization measures early in the design development phase of the project. The Consultant will assist the City in presenting the design to both the state and federal permitting agencies to identify regulatory issues associated.Potential minimization measures for the design will also be identified during coordination with agency representatives. All permitting issues and the recommended permitting process for the preferred alternative will be documented in the project TS&L report. It is assumed that this effort will be accomplished with the graphics and design drawings required to complete the TS&L and to conduct the open houses and that no other special presentation materials are required. DELIVERABLES • The Consultant's permitting specialist will prepare meeting minutes and memoranda documenting the coordination activities with FRA and FHWA/WSDOT agencies, as required. 1.2 Section 106 Report (Cultural and Historic Resources) This work would include the preparation of the Section 106 report in accordance with the State Historic Preservation Office standards and guidelines. The work will include the following subtasks. Pertinent literature on the archaeology, ethnography, and history of the project area will be reviewed to determine the existence of archaeological sites and to refine the probability of archaeological resources and traditional cultural places in the project areas. The Consultant will maintain contact with the local tribes for any information on historic Indian use of the project area. A systematic field reconnaissance will be conducted to identify previously recorded and/or unrecorded archaeological sites for the proposed project where ground-disturbing activities are expected to take place. Field reconnaissance will consist of the traverse of pedestrian transects at varying intervals, depending on terrain throughout the proposed project area. Shovel probes (digging a hole with a shovel)will be excavated, as deep as feasible, and in areas expected to City of Spokane Valley Page 2 Environmental Pine Road/BNSF Grade Separation—Phase II Scope of Services July 22,2020 have a high probability for cultural resources. Shovel probes will be augmented through auger probes to explore the deepest possible deposits. Shovel probes will be screened in highly probable areas and in soil matrixes too dense to identify small chipping debris. All new sites will be mapped,photographed, and recorded on Washington State Archeological Inventory forms and submitted to the state Office of Archeological and Historic Preservation (OAHP) for Smithsonian numbers. Every effort will be made to include Tribal cultural resources personnel in assisting the field effort. Rights-of-entry will be provided by the City. DELIVERABLES • One (1) electronic PDF of a draft Section 106 Report will be prepared to describe cultural resources identified in the project area to meet state and federal standards for reporting as outlined in the guidelines provided by the OAHP. The report will include summary background information appropriate to a cultural resources assessment of the project area, including environment,previous cultural resources studies, ethnography/ethno history, and history. A discussion of agency and Tribal consultation,methodology,the results of the investigation, and a map of located archaeological sites will.be provided. Recommendations will also be extended to any cultural resources that may be significant. Monitoring of construction excavation recommendations may also be included. The historic structures inventory form and/or archaeological site inventory form will be attached to the report as an appendix. • One(1) electronic PDF of a revised draft Section 106 report incorporating City comments. • Three copies of a final Section 106 report incorporating FRA and FHWA/WSDOT comments. 1.3 Noise Study The purpose of the Transit Noise Report is to evaluate transit noise levels at sensitive receptors near the project that would be potentially affected by transit noise and to identify potential mitigation measures. The Transit Noise Report will be developed in accordance with the Federal Transit Administration (FTA) guidance for conventional rail noise and vibration impacts as part of NEPA documentation. 1. Sound Level Measurements: After review of the proposed project alternatives the Consultant shall visit the project area to identify potentially sensitive noise receivers and to take measurements of existing sound levels. The Consultant will measure existing noise levels during the peak hours to be used in calibrating the noise model. Measurements will be undertaken in accordance with FRA, WSDOT and FHWA guidelines and will be made with a Type 1 sound level meter. During these measurements, sources of existing noise and topographical features will be noted,traffic/rail speeds and vehicle numbers and mix will be noted. 2. Construction Noise Impact Evaluation: City of Spokane Valley Page 3 Environmental Pine Road/BNSF Grade Separation—Phase II Scope of Services July 22,2020 The noise analysis will evaluate potential short-term impacts of noise from construction activities. Construction noise on nearby sensitive receptors will be evaluated based on estimates published by the U.S. Environmental Protection Agency(EPA) of maximum noise levels of typical construction equipment in conjunction with simple distance attenuation. Computer modeling of construction noise levels will not be performed. 3. Transit Noise Impact Evaluation: The Consultant will evaluate traffic noise impacts using the Guidance on Assessing Noise and Vibration Impacts based on FTA General Transit Noise Assessment developed by Chicago CREATE Program to estimate future transit noise levels for the worst-case build alternative. The worst-case scenario will be selected from among the build alternatives and will be chosen based on expected future transit volumes and the location of the alignment relative to sensitive receivers. The noise modeling will allow input of up to eight different types of noise sources, the activity of these noise sources and noise- sensitive receptor data to calculate hourly-equivalent(Leq) or day-night(Ldn)noise levels. Modeling to calculate noise contour lines is not included. 4. Mitigation Analysis: The Consultant will identify mitigation measures to reduce noise levels during construction. If predicted long-term transit noise levels from operation of the project would cause noise impacts,mitigation measures will be developed in cooperation with the lead agency and design engineers. Mitigation analysis, if required, will include evaluation of the effectiveness and general size and location of natural and man-made noise barriers using the CREATE model. DELIVERABLES • One (1) electronic PDF of a draft Transit Noise Analysis Report for review by City with accompanying draft special provisions if required. • One(1) electronic PDF draft Transit Noise Analysis Report, incorporating the City's comments, for submittal to FRA and FHWA/WSDOT. • Three copies of a revised draft Transit Noise Analysis Report, incorporating comments by FRA and FHWA/WSDOT, for submittal for approval. 1.4 Land Use Assessment The Consultant will perform the following services to complete the land use evaluation: 1. Evaluate existing land uses along both sides of the project corridor. Direct and indirect impacts resulting from road improvements under the proposed widening will be evaluated. Existing and proposed land uses and current zoning in the project area • will be identified. Generally, this includes a site visit to the project area to verify existing land uses, and written analysis of potential project impacts and mitigation measures. This includes impacts related to residential or business displacements or relocations, access disruptions, and right-of way needs. Coordination with the CITY and adjacent jurisdictions in identifying future (proposed) land uses in or near the City of Spokane Valley Page 4 Environmental Pine RoadBNSF Grade Separation—Phase II Scope of Services July 22,2020 project area will be needed. A zoning map and/or existing land use map shall be prepared. 2. Review local plans and policies to determine the proposed project's consistency with comprehensive plan, zoning ordinance, sensitive areas ordinance, and other relevant regulations. This requires coordination with the City of Spokane Valley and Spokane County to identify appropriate plans and policies to be analyzed. This analysis may be summarized within the Land Use discussion under separate heading of "Relationship to Plans and Policies." DELIVERABLES • One (1) electronic PDF of the draft Land Use documentation • One (1) electronic PDF of the final Land Use documentation will be provided incorporating City comments • One (1) electronic PDF of the final Land Use documentation will be provided incorporating FRA and FHWA/WSDOT comments if required. It is assumed that FRA and FHWA/WSDOT comments will not alter the basic conclusion of the documentation or require further alternative studies. 1.5 Environmental Justice Survey Services required to complete an environmental justice (EJ) analysis includes the following main components: 1. Collecting demographic data for the project area using local data sources and the US Census Data. 2. Identifying any environmental justice populations in the area(minority or low-income populations). 3. Review public outreach activities to ensure potential EJ populations are offered an opportunity to participate in project planning and decision-making. 4. Identifying any potential disproportionate effects to EJ populations from project activities and identifying how impacts could not be avoided or minimized and what mitigation measures could be implemented. DELIVERABLES • One(1) electronic PDF of the draft EJ documentation will be provided. • One (1) electronic PDF of the final EJ documentation will be provided incorporating City comments. • One(1) electronic PDF of the final EJ documentation will be provided incorporating FRA and FHWA/WSDOT comments if required. It is assumed that FRA and City of Spokane Valley Page 5 Environmental Pine RoadBNSF Grade Separation—Phase II Scope of Services July 22,2020 FHWA/WSDOT comments will not alter the basic conclusion of the documentation or require further alternative studies. 1.6 Hazardous Materials Memo A Hazardous Materials Memo will be prepared to evaluate the presence, or likely presence, of potential hazardous substances within the physical limits of the project that would have an effect on the overcrossing project. Sites with potential for environmental issues/impacts include those that indicate current or past uses as service stations, battery shops, dry cleaners, chemical storage, or manufacturing facilities; sites with fuel or chemical storage tanks or drums present; or those with strong pungent or noxious odors. The scope of services for this study will include 1. A review of the results of a federal, state, and local environmental database search provided by an outside environmental data service for listings of known or suspected environmental problems at the sites or nearby properties within the search distances specified by U.S.Department of Transportation Federal Railroad Administration guidance and model. 2. A review of historical aerial photographs, fire insurance maps, city directories, chain-of- title reports, and tax assessor records, as available and appropriate,to identify past development history on the parcels relative to the possible use, generation, storage, release, or disposal of hazardous substances. An attempt to identify uses of the sites from the present to the time that records show no apparent development of the site, or to 1940, whichever is earlier. 3. Conduct a visual reconnaissance of the parcels and adjacent properties to identify visible evidence of potential sources of contamination. 4. A letter report that will summarize the results of this study. The letter report will briefly discuss the project activities and include a table ranking the parcels (low, moderate, high) by their potential for contamination from either on-site or off-site sources. A draft letter report will be provided for review and comment. Upon receiving comments,the letter will be modified as appropriate and made final. DELIVERABLES • Electronic copy of the draft Hazmat Memo will be provided. • Electronic copy of the Hazmat Memo will be provided incorporating City comments. • Electronic copy of the final Hazmat Memo will be provided incorporating FRA and FHWA/WSDOT comments if required. It is assumed that FRA and FHWA/WSDOT comments will not alter the basic conclusion of the documentation or require further alternative studies. 1.7 NEPA CE Services will be provided to prepare a NEPA Categorical Exclusion Documentation Form (CE) with supporting documentation as required by FHWA and FRA. The CE will include the recommended NEPA determination(assumed to be a Documented Categorical Exclusion). City of Spokane Valley Page 6 Environmental Pine Road/BNSF Grade Separation—Phase II Scope of Services July 22,2020 The project will be determined to be a Documented Categorical Conclusion and neither a NEPA Environmental Impact Statement nor an Environmental Assessment will be required. DELIVERABLES • Electronic copy of the draft ECS will be provided. • Electronic copy of the final ECS documentation will be provided incorporating City comments. • Electronic copy of the final ECS documentation will be provided incorporating FRA and FHWA/WSDOT comments if required. It is assumed that FRA and FHWA/WSDOT comments will not alter the basic conclusion of the documentation or require further alternative studies. 1.8 SEPA The Consultant shall complete appropriate SEPA documentation including all needed studies, modeling,and analysis in accordance with State Environmental Policy Act (RCW 43.21C) and SEPA Rules (WAC 197-11). The Consultant will coordinate with the City of Spokane Valley to address comments on the SEPA Checklist and provide support for the SEPA process. DELIVERABLES • SEPA Checklist • City of Spokane Valley Page 7 Environmental Pine Road/BNSF Grade Separation—Phase II Scope of Services July 22,2020 DOCUMENTS REQUIRING THIRD-PARTY NOTIFICATION PRIOR TO PUBLIC DISCLOSURE This page has been inserted in place of the page(s) entitled "Exhibit C" of a contract document which sets forth the rates charged by the contracting entity. 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) 720-5000 or visit our website at www.spokanevallev.org to complete a Public Record Request to receive a copy of this record. Contract No. 20-135 Exhibit D—Certification Documents Exhibit D-1 Certification of Consultant Exhibit D-2 Certification Regarding Debarment, Suspension and Other Responsibility Matters Exhibit D-3 Certification Regarding the Restrictions of the Use of Federal Funds for Lobbying Exhibit D-4 Certification of Current Cost or Pricing Data Agreement for Professional Services(with professional liability coverage) Page 12 of 16 Contract No. 20-135 Exhibit D-1 Certification of Consultant I hereby certify that I tlp duly authorized representative of the firm of W i&mer 4. A cboal. L i" whoseis l',o%address.W112 p t SE Everot ' k °l' € and that neither the above firm nor I have: 1. 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; 2. Agreed, as an express or implied condition for obtaining this contract,to employ or retain the services of any firm or person in connection with carrying out this Agreement;or 3. Paid, or agreed to pay, to any firm, organization, or person (other than a bona fide employee working solely for me or the above consultant)any fee,contribution,donation,or consideration of any kind for,or in connection with,procuring or carrying out this Agreement;except as hereby expressly stated(if any). • I acknowledge that this certificate is to be furnished to the City of Spokane Valley and may be furnished to the Federal Railroad Administration and/or USDOT in connection with this Agreement involving participation of FRA funds,and is subject to applicable State and Federal laws,both criminal and civil. IA) Lec 4, As5oclate,5 Consultant(Finn Name) 0,j(7),42, ignature(Authorized Official of Consultant) Date Agreement for Professional Services(with professional liability coverage) Page 13 of 16 Contract No. 20-13S Exhibit D-2 Certification Regarding Debarment,Suspension,and Other Responsibility Matters 1. 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 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 statutes or commission of embezzlement,theft,forgery, bribery,falsification or destruction of records,making false statements,or receiving stolen property, c)Are not presently indicted for or otherwise criminally or civilly charged by a governmental entity (Federal, State, or local) with commission of any of the offenses enumerated in paragraph (1)(b) of this certification;and d)Have not within a three year period preceding this application/proposal had one or more public transactions(Federal,State,and local)terminated for cause or default. 2. 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. . t 'l1 IN G«n&5 Consultant(Firm Name) joiAkv.k.„.., ature(Authorized Official of Consultant) Date Agreement for Professional Services(with professional liability coverage) Page 14 of 16 • Contract No. 20-135 Exhibit D-3 Certification Regarding Restrictions of the Use of Federal Funds for Lobbying The prospective participant certifies, by signing and submitting this certification,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 ofany Federal loan,the entering into of any cooperative Agreement,and the extension,continuation,renewal, amendment,or modification of Federal contract,grant,loan or cooperative Agreement. 2. If any funds other than Federal appropriated funds have been paid or will be paid to any person for influencing or attempting to influence an officer or employee of any Federal agency, a Member of Congress,an officer or employee of Congress,or an employee of a Member of Congress in connection with this Federal contract, grant, loan or cooperative Agreement,the undersigned shall complete and submit Standard Form-LLL,"Disclosure Form to Report Lobbying,"in accordance with its instructions. This certification is a material representation of fact upon which reliance was placed when this transaction was made or entered into. Submission of this certification is a prerequisite for making or entering into this transaction imposed by Section 1352, Title 31, U.S. Code. Any person who fails to file the required certification shall be subject to a civil penalty of not less than$10,000.00,and not more than$100,000.00,for each such failure. The prospective participant also agrees by submitting his or her bid or proposal that he or she chill require that the language of this certification be included in all lower tier sub-contracts,which exceed$100,000,and that all such sub-recipients shall certify and disclose accordingly. \) \&enr NS5OGAkei5 Consultant(Firm Name) OtA/\---. I®400 ignature(Authorized fficial of Consultant) Date Agreement for Professional Services(with professional liability coverage) Page 15 of 16 Contract No. 20-135 Exhibit D-4 Certificate of Current Cost or Pricing Data This is to certify that,to the best of my knowledge and belief,the cost or pricing data(as defined in section 2.101 of the Federal Acquisition Regulation(FAR)and required under FAR subsection 15.403-4)submitted, either actually or by specific identification in writing,to the City in support of the matters covered in this Agreement,are accurate,complete,and current as of the date of this Agreement. This certification includes the cost or pricing data supporting any advance Agreements and forward pricing rate Agreements between the offeror and the Government that are part of the proposal. Widener&Associates Consultant(Firm Name) r t 08-17-2020 Si (Authorized fficial of Consultant) Date Agreement for Professional Services(with professional liability coverage) Page 16 of 16 Client#:1429442 COWLICO (MM/DD/ ACORDra CERTIFICATE OF LIABILITY INSURANCE DATE 8/18/2020(MWDD/YYYY) THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER.THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND,EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW.THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S),AUTHORIZED REPRESENTATIVE OR PRODUCER,AND THE CERTIFICATE HOLDER. IMPORTANT:If the certificate holder is an ADDITIONAL INSURED,the policy(ies)must have ADDITIONAL INSURED provisions or be endorsed. If SUBROGATION IS WAIVED,subject to the terms and conditions of the policy,certain policies may require an endorsement.A statement on this certificate does not confer any rights to the certificate holder in lieu of such endorsement(s). PRODUCER CONTACT Please See Below: NAOME:NTA USI Insurance Services NW PR PHONE 206 441-6300 FAX (A/C,No,Ext): (A/C,No): 601 Union Street,Suite 1000 E-MAIL select@usi.com ADDRESS: Seattle,WA 98101 INSURER(S)AFFORDING COVERAGE NAIL# INSURERA:Sentinel Insurance Company Ltd 11000 INSURED INSURER B:Continental Casualty Company 20443 Cowling And Co.L.L.C. INSURER C: DBA Widener&Associates INSURER D: 1902 120th PL SE,Suite 202 Everett,WA 98208-6292 INSURER E INSURER F: COVERAGES CERTIFICATE NUMBER: REVISION NUMBER: THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. LT RR TYPE OF INSURANCE INSR WVD POLICY NUMBER M/POLICY EFF POLICY EXP LIMITS (MM/DD/YYYY) (MDD/YYYY) A X COMMERCIAL GENERAL LIABILITY X X 52SBUAE1390 01/28/2020 01/28/2021 EACH OCCURRENCE $2,000,000 _ CLAIMS-MADE X OCCUR PRE (EFcle'l u ence) $1,000,000 MED EXP(Any one person) $10,000 PERSONAL&ADV INJURY $2,000,000 GEN'L AGGREGATE LIMIT APPLIES PER: GENERAL AGGREGATE $4,000,000 POLICY X JECOT LOC PRODUCTS-COMP/OP AGG $4,000,000 OTHER: $ A AUTOMOBILE LIABILITY X X 52SBUAE1390 01/28/2020 01/28/2021 COMBacciINdent)ED SINGLE LIMIT $2,000,000 (Ea ANY AUTO BODILY INJURY(Per person) $ OWNED SCHEDULED AUTOS ONLY AUTOS BODILY INJURY(Per accident) $ HIRED NON-OWNED PROPERTY DAMAGE $ X AUTOS ONLY X AUTOS ONLY (Per accident) $ UMBRELLA LIAB OCCUR EACH OCCURRENCE $ EXCESS LIAB CLAIMS-MADE AGGREGATE $ DED RETENTION$ $ A WORKERS COMPENSATION X 52SBUAE1390 01/28/2020 01/28/2021 PER RP- AND EMPLOYERS'LIABILITY STATUTE X ANY PROPRIETOR/PARTNER/EXECUTIVE Y/N (WA Stop Gap) E.L.EACH ACCIDENT $1,000,000 OFFICER/MEMBER EXCLUDED? N N/A (Mandatory in NH) E.L.DISEASE-EA EMPLOYEE $1,000,000 If yes,describe under DESCRIPTION OF OPERATIONS below E.L.DISEASE-POLICY LIMIT $1,000,000 B Professional EEH591907501 02/17/2020 02/17/2021 $1,000,000 per claim Liability $1,000,000 annl aggr. DESCRIPTION OF OPERATIONS/LOCATIONS/VEHICLES(ACORD 101,Additional Remarks Schedule,may be attached If more space Is required) RE:Project#0223, Pines Road/BNSF Grade Separation. The General Liability policy includes an automatic Additional Insured endorsement that provides Additional Insured status to the Certificate Holder,only when there is a written contract that requires such status, and only with regard to work performed on behalf of the named insured. CERTIFICATE HOLDER CANCELLATION City of Spokane Valley SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN Attn: Erica Amsden ACCORDANCE WITH THE POLICY PROVISIONS. 10210 E Sprague Ave. Spokane Valley,WA 99206 AUTHORIZED REPRESENTATIVE JCi'Wi i•L �iiKAVA` ©1988-2015 ACORD CORPORATION.All rights reserved. ACORD 25(2016/03) 1 of 1 The ACORD name and logo are registered marks of ACORD #529604183/M28168055 RYJZP EBUF!)NN0EE0ZZZZ* DFSUJGJDBUF!PG!MJBCJMJUZ!JOTVSBODF UIJT!DFSUJGJDBUF!JT!JTTVFE!BT!B!NBUUFS!PG!JOGPSNBUJPO!POMZ!BOE!DPOGFST!OP!SJHIUT!VQPO!UIF!DFSUJGJDBUF!IPMEFS/!UIJT DFSUJGJDBUF!EPFT!OPU!BGGJSNBUJWFMZ!PS!OFHBUJWFMZ!BNFOE-!FYUFOE!PS!BMUFS!UIF!DPWFSBHF!BGGPSEFE!CZ!UIF!QPMJDJFT CFMPX/!!UIJT!DFSUJGJDBUF!PG!JOTVSBODF!EPFT!OPU!DPOTUJUVUF!B!DPOUSBDU!CFUXFFO!UIF!JTTVJOH!JOTVSFS)T*-!BVUIPSJ\[FE SFQSFTFOUBUJWF!PS!QSPEVDFS-!BOE!UIF!DFSUJGJDBUF!IPMEFS/ JNQPSUBOU;!!Jg!uif!dfsujgjdbuf!ipmefs!jt!bo!BEEJUJPOBM!JOTVSFE-!uif!qpmjdz)jft*!nvtu!ibwf!BEEJUJPOBM!JOTVSFE!qspwjtjpot!ps!cf!foepstfe/ Jg!TVCSPHBUJPO!JT!XBJWFE-!tvckfdu!up!uif!ufsnt!boe!dpoejujpot!pg!uif!qpmjdz-!dfsubjo!qpmjdjft!nbz!sfrvjsf!bo!foepstfnfou/!!B!tubufnfou!po uijt!dfsujgjdbuf!epft!opu!dpogfs!sjhiut!up!uif!dfsujgjdbuf!ipmefs!jo!mjfv!pg!tvdi!foepstfnfou)t*/ DPOUBDU QSPEVDFS OBNF; GBY QIPOF )B0D-!Op*; )B0D-!Op-!Fyu*; F.NBJM BEESFTT; JOTVSFS)T*!BGGPSEJOH!DPWFSBHFOBJD!$ JOTVSFS!B!; JOTVSFE JOTVSFS!C!; JOTVSFS!D!; JOTVSFS!E!; JOTVSFS!F!; JOTVSFS!G!; DPWFSBHFTDFSUJGJDBUF!OVNCFS;SFWJTJPO!OVNCFS; UIJT!JT!UP!DFSUJGZ!UIBU!UIF!QPMJDJFT!PG!JOTVSBODF!MJTUFE!CFMPX!IBWF!CFFO!JTTVFE!UP!UIF!JOTVSFE!OBNFE!BCPWF!GPS!UIF!QPMJDZ!QFSJPE JOEJDBUFE/!!OPUXJUITUBOEJOH!BOZ!SFRVJSFNFOU-!UFSN!PS!DPOEJUJPO!PG!BOZ!DPOUSBDU!PS!PUIFS!EPDVNFOU!XJUI!SFTQFDU!UP!XIJDI!UIJT DFSUJGJDBUF!NBZ!CF!JTTVFE!PS!NBZ!QFSUBJO-!UIF!JOTVSBODF!BGGPSEFE!CZ!UIF!QPMJDJFT!EFTDSJCFE!IFSFJO!JT!TVCKFDU!UP!BMM!UIF!UFSNT- FYDMVTJPOT!BOE!DPOEJUJPOT!PG!TVDI!QPMJDJFT/!MJNJUT!TIPXO!NBZ!IBWF!CFFO!SFEVDFE!CZ!QBJE!DMBJNT/ BEEMTVCS JOTSQPMJDZ!FGGQPMJDZ!FYQ UZQF!PG!JOTVSBODFMJNJUT QPMJDZ!OVNCFS MUS)NN0EE0ZZZZ*)NN0EE0ZZZZ* JOTEXWE DPNNFSDJBM!HFOFSBM!MJBCJMJUZ FBDI!PDDVSSFODF% EBNBHF!UP!SFOUFE DMBJNT.NBEFPDDVS% QSFNJTFT!)Fb!pddvssfodf* NFE!FYQ!)Boz!pof!qfstpo*% QFSTPOBM!'!BEW!JOKVSZ% HFO(M!BHHSFHBUF!MJNJU!BQQMJFT!QFS;HFOFSBM!BHHSFHBUF% QSP. 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XPSLFST!DPNQFOTBUJPO TUBUVUFFS BOE!FNQMPZFST(!MJBCJMJUZ Z!0!O BOZQ!SPQSJFUPS0QBSUOFS0FYFDVUJWF F/M/!FBDI!BDDJEFOU% O!0!B PGGJDFS0NFNCFS!FYDMVEFE@ )Nboebupsz!jo!OI* F/M/!EJTFBTF!.!FB!FNQMPZFF% Jg!zft-!eftdsjcf!voefs F/M/!EJTFBTF!.!QPMJDZ!MJNJU% EFTDSJQUJPO!PG!PQFSBUJPOT!cfmpx EFTDSJQUJPO!PG!PQFSBUJPOT!0!MPDBUJPOT!0!WFIJDMFT!!)BDPSE!212-!Beejujpobm!Sfnbslt!Tdifevmf-!nbz!cf!buubdife!jg!npsf!tqbdf!jt!sfrvjsfe* DFSUJGJDBUF!IPMEFSDBODFMMBUJPO TIPVME!BOZ!PG!UIF!BCPWF!EFTDSJCFE!QPMJDJFT!CF!DBODFMMFE!CFGPSF UIF!FYQJSBUJPO!EBUF!UIFSFPG-!OPUJDF!XJMM!CF!EFMJWFSFE!JO BDDPSEBODF!XJUI!UIF!QPMJDZ!QSPWJTJPOT/ BVUIPSJ\[FE!SFQSFTFOUBUJWF ª!2:99.3126!BDPSE!DPSQPSBUJPO/!!Bmm!sjhiut!sftfswfe/ BDPSE!36!)3127014*Uif!BDPSE!obnf!boe!mphp!bsf!sfhjtufsfe!nbslt!pg!BDPSE 20 - 135 A DATE(MMIDDIYYYY) CERTIFICATE OF LIABILITY INSURANCE 2/9/2024 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER,AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder is an ADDITIONAL INSURED,the policy(ies)must have ADDITIONAL INSURED provisions or be endorsed. If SUBROGATION IS WAIVED,subject to the terms and conditions of the policy,certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). PRODUCER CONTACT NAME: Lynn Hotchkiss AssuredPartners Design Professionals Insurance Services, LLC PHONE FAX No):360-293-2385 19689 7th Ave NE,Ste 183, PMB#369 (A/C.No.EA):360-293-2385 Poulsbo WA 98370 ADDRESS: lynn.hotchkiss@assuredpartners.com INSURER(S)AFFORDING COVERAGE NAIC# License#:6003745 INSURER A: RLI INSURANCE COMPANY 13056 INSURED COWL&CO-01 INSURER B:Hudson Insurance Company 25054 Cowling&Company LLC DBA Widener&Associates 1902 120th PI SE Ste.202 INSURER C: Everett WA 98208 INSURER D: INSURER E: INSURER F: COVERAGES CERTIFICATE NUMBER:1250711373 REVISION NUMBER: THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES.LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. LTREFF POLICY EXP W TYPE OF INSURANCE INSD SVD POLICY NUMBER (MMIDDY/YYYYI (MMIDD/YYYY) LIMITS A X COMMERCIAL GENERAL LIABILITY Y Y PSB0010519 1/28/2024 1/28/2025 EACH OCCURRENCE $2,000,000 DAMAGE TO RENTED CLAIMS-MADE OCCUR PREMISES(Ea occurrence) $1,000,000 MED EXP(Any one person) $10,000 PERSONAL&ADV INJURY $2,000,000 GEN'L AGGREGATE LIMIT APPLIES PER: GENERAL AGGREGATE $4,000,000 X POLICY PRO- JECT LOC PRODUCTS-COMP/OP AGG $4,000,000 OTHER: $ A AUTOMOBILE LIABILITY Y Y PSB0010519 1/28/2024 1/28/2025 COMBINED SINGLE LIMIT $1,000,000 (Ea accident) X ANY AUTO BODILY INJURY(Per person) $ OWNED SCHEDULED BODILY INJURY(Per accident) $ AUTOS ONLY AUTOS X HIRED X NON-OWNED PROPERTY DAMAGE $ AUTOS ONLY AUTOS ONLY (Per accident) UMBRELLA LIAB OCCUR EACH OCCURRENCE $ EXCESS LIAB CLAIMS-MADE AGGREGATE $ DED RETENTION$ $ WORKERS COMPENSATION PER OTH- AND EMPLOYERS'LIABILITY Y I N STATUTE ER ANYPROPRIETOR/PARTNER/EXECUTIVE E.L.EACH ACCIDENT $ OFFICER/MEMBEREXCLUDED? N/A (Mandatory in NH) E.L.DISEASE-EA EMPLOYEE $ If yes,describe under DESCRIPTION OF OPERATIONS below E.L.DISEASE-POLICY LIMIT $ B Professional Liability;claims ma PRB0619115840 2/17/2023 2/17/2024 Each Occurence 2,000,000 Aggregate 2,000,000 DESCRIPTION OF OPERATIONS/LOCATIONS/VEHICLES(ACORD 101,Additional Remarks Schedule,may be attached if more space Is required) Loop Trail Project#338 Sprague and Barker Barker Road Improvements#329(22-160) Pines Rd/BNSF Grade Separation(0223) CERTIFICATE HOLDER CANCELLATION SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN City of Spokane Valley ACCORDANCE WITH THE POLICY PROVISIONS. 10210 E Sprague Avenue Spokane WA 99206 AUTHORIZED REPRESENTATIVE United States ©1988-2015 ACORD CORPORATION. All rights reserved. ACORD 25(2016/03) The ACORD name and logo are registered marks of ACORD Policy Number: PSB0010519 RLI Insurance Company Named Insured: Cowling&Company LLC THIS ENDORSEMENT CHANGES THE POLICY.PLEASE READ IT CAREFULLY. RLIPack® FOR PROFESSIONALS BLANKET ADDITIONAL INSURED ENDORSEMENT This endorsement modifies insurance provided under the following: BUSINESSOWNERS COVERAGE FORM-SECTION II—LIABILITY 1. C. WHO IS AN INSURED is amended to include as additional insured under this policy must apply on a an additional insured any person or organization that primary basis, or a primary and non-contributory you agree in a contract or agreement requiring basis, this insurance is primary to other insurance insurance to include as an additional insured on this that is available to such additional insured which policy, but only with respect to liability for "bodily covers such additional insured as a named insured, injury", "property damage" or "personal and and we will not share with that other insurance, advertising injury" caused in whole or in part by you provided that: or those acting on your behalf: a. The "bodily injury" or "property damage" for a. In the performance of your ongoing operations; which coverage is sought occurs after you have b. In connection with premises owned by or rented entered into that contract or agreement;or to you;or b. The "personal and advertising injury" for which c. In connection with "your work" and included coverage is sought arises out of an offense within the "product-completed operations committed after you have entered into that contract or agreement. hazard". 2. The insurance provided to the additional insured by 4. The following is added to SECTION III K. 2. this endorsement is limited as follows: Transfer of Rights of Recovery Against Others to Us — COMMON POLICY CONDITIONS (BUT a. This insurance does not apply on any basis to APPLICABLE TO ONLY TO SECTION II — any person or organization for which coverage LIABILITY) as an additional insured specifically is added by We waive any rights of recovery we may have another endorsement to this policy. against any person or organization because of b. This insurance does not apply to the rendering payments we make for "bodily injury", "property of or failure to render any "professional damage" or"personal and advertising injury" arising services". out of "your work" performed by you, or on your behalf, under a contract or agreement with that c. This endorsement does not increase any of the limits of insurance stated in D. Liability And person or organization. We waive these rights only Medical Expenses Limits of Insurance. where you have agreed to do so as part of a contract or agreement with such person or 3. The following is added to SECTION III H.2. Other organization entered into by you before the "bodily Insurance — COMMON POLICY CONDITIONS injury"or"property damage"occurs, or the"personal (BUT APPLICABLE ONLY TO SECTION II — and advertising injury"offense is committed. LIABILITY) However, if you specifically agree in a contract or agreement that the insurance provided to an ALL OTHER TERMS AND CONDITIONS OF THIS POLICY REMAIN UNCHANGED. PPB 304 02 12 Page 1 of 1 Policy Number: PSB0010519 RLI Insurance Company Named Insured: Cowling&Company LLC THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. RLIPack® BUSINESS AUTO ENHANCEMENT SCHEDULE OF COVERAGES ADDRESSED BY THIS ENDORSEMENT A. Broad Form Named Insured B. Employees As Insureds C. Blanket Additional Insured D. Blanket Waiver Of Subrogation E. Employee Hired Autos F. Fellow Employee Coverage G. Auto Loan Lease Gap Coverage H. Glass Repair—Waiver Of Deductible I. Personal Effects Coverage J. Hired Auto Physical Damage Coverage K. Hired Auto Physical Damage—Loss Of Use L. Hired Car—Worldwide Coverage M. Temporary Transportation Expenses N. Amended Bodily Injury Definition—Mental Anguish O. Airbag Coverage P. Amended Insured Contract Definition—Railroad Easement Q. Coverage Extensions—Audio,Visual And Data Electronic Equipment Not Designed Solely For The Production Of Sound R. Notice Of And Knowledge Of Occurrence S. Unintentional Errors Or Omissions T. Towing Coverage PPA 300WA 03 13 Page 1 of 5 This endorsement modifies insurance provided under the following: BUSINESS AUTO COVERAGE FORM A. Broad Form Named Insured We waive any right of recovery we may have against The following is added to the SECTION II — any person or organization to the extent required of COVERED AUTOS LIABILITY COVERAGE, Para- you by a contract executed prior to any"accident"or graph A.1.Who Is An Insured Provision: "loss", provided that the "accident" or "loss" arises out of the operations contemplated by such contract. Any business entity newly acquired or formed by you The waiver applies only to the person or during the policy period, provided you own fifty organization designated in such contract. percent(50%)or more of the business entity and the E. Employee Hired Autos business entity is not separately insured for Business Auto Coverage. Coverage is extended up 1. The following is added to the SECTION II — to a maximum of one hundred eighty (180) days COVERED AUTOS LIABILITY COVERAGE, following the acquisition or formation of the business Paragraph A.1.Who Is An Insured Provision: entity. An "employee" of yours is an "insured" while This provision does not apply to any person or operating an "auto" hired or rented under a organization for which coverage is excluded by contract or agreement in that "employee's" endorsement. name, with your permission, while performing B. Employees As Insureds duties related to the conduct of your business. The following is added to the SECTION II — 2. Changes In General Conditions: COVERED AUTOS LIABILITY COVERAGE, Para- Paragraph 5.b. of the Other Insurance graph A.1.Who Is An Insured Provision: Condition in the BUSINESS AUTO Any "employee" of yours is an "insured" while using CONDITIONS is deleted and replaced with the a covered "auto" you don't own, hire or borrow in following: your business or your personal affairs. b. For Hired Auto Physical Damage Coverage, C. Blanket Additional Insured the following are deemed to be covered "autos"you own: The following is added to the SECTION II — COVERED AUTOS LIABILITY COVERAGE, Para- (1) Any covered "auto" you lease, hire, rent graph A.1.Who Is An Insured Provision: or borrow; and Any person or organization that you are required to (2) Any covered "auto" hired or rented by your"employee" under a contract in that include as an additional insured on this coverage individual "employee's" name, with your form in a contract or agreement that is executed by permission, while performing duties you before the "bodily injury" or "property damage" related to the conduct of your business. occurs is an "insured" for liability coverage, but only However, any "auto" that is leased, for damages to which this insurance applies and hired, rented or borrowed with a driver is only to the extent that person or organization not a covered "auto". qualifies as an "insured" under the Who Is An Insured provision contained in SECTION II — F. Fellow Employee Coverage COVERED AUTOS LIABILITY COVERAGE. SECTION II — COVERED AUTOS LIABILITY The insurance provided to the additional insured will COVERAGE, Exclusion B.5. does not apply if you be on a primary and non-contributory basis to the have workers compensation insurance in-force additional insured's own business auto coverage if covering all of your employees. you are required to do so in a contract or agreement G. Auto Loan Lease Gap Coverage that is executed by you before the "bodily injury" or "property damage"occurs. SECTION III — PHYSICAL DAMAGE COVERAGE, D. Blanket Waiver Of Subrogation C. Limit Of Insurance, is amended by the addition of the following: The following is added to the SECTION IV — In the event of a total "loss" to a covered "auto" BUSINESS AUTO CONDITIONS, A. Loss shown in the Schedule of Declarations, we will pay Conditions, 5. Transfer Of Rights Of Recovery any unpaid amount due on the lease or loan for a Against Others To Us: covered "auto", less: PPA 300WA 03 13 Page 2 of 5 1. The amount paid under the PHYSICAL (a) $60,000 DAMAGE COVERAGE section of the policy; (b) The actual cash value of the damaged and or stolen property as of the time of the 2. Any: "loss";or a. Overdue lease/loan payments at the time of (c) The cost of repairing or replacing the the"loss"; damaged or stolen property with other property of like kind and quality. b. Financial penalties imposed under a lease for excessive use, abnormal wear and tear (2) An adjustment for depreciation and physical or high mileage. condition will be made in the event of a total c. Security deposits not returned by the lessor; "loss". d. Costs for extended warranties, Credit Life (3) We may deduct for betterment for parts Insurance, Health, Accident or Disability normally subject to repair and replacement Insurance purchased with the loan or lease; during the useful life of the "auto". In this and event, deductions shall be limited to the lesser of: e. Carry-over balances from previous loans or (a) An amount equal to the proportion that leases. the expired life of the part to be repaired H. Glass Repair—Waiver Of Deductible or replaced bears to the normal useful SECTION III — PHYSICAL DAMAGE COVERAGE, life of the part; or D. Deductible is amended by adding the following: (b) The amount which the resale value of No deductible for a covered "auto"will apply toglass the"auto" is increased from the repair or pp y replacement. damage if the glass is repaired rather than replaced. I. Personal Effects Coverage (4) A deductible equal to the highest Physical Damage deductible applicable to any owned The following is added to SECTION III— PHYSICAL auto will apply. DAMAGE COVERAGE, A. Coverage, 4. Coverage (5) This Coverage Extension will not apply to: Extensions: c. Personal Effects Coverage (a) Any "auto" that is hired, rented or borrowed with a driver; or In the event of a total theft loss of your covered (b) Any "auto" that is hired, rented or "auto we will pay up to$400 for"loss"to wearing apparel and other personal effects which are: borrowed from your"employee". (1) Owned by an "insured";and K. Hired Auto Physical Damage—Loss Of Use The following is added to SECTION II — COVERED (2) In or on your covered"auto"; AUTOS LIABILITY COVERAGE, A.2. Coverage No deductible applies to Personal Effects Extensions: Coverage. e. We will pay sums which you legally must pay to J. Hired Auto Physical Damage Coverage the lessor of a covered "auto" which you have The following is added to SECTION III— PHYSICAL leased without a driver for thirty(30)days or less for the lessor's loss of use of the covered "auto", DAMAGE COVERAGE, A. Coverage, 4. Coverage Extensions: provided: d. Hired Auto Physical Damage Coverage (1) This insurance provides comprehensive, specified causes of loss or collision covered If hired "autos" are covered "autos" for Liability on the covered "auto"; Coverage and this policy also provides Physical (2) The loss of use results from the covered Damage Coverage for an owned "auto", then the "auto" being damaged in an "accident" while Physical Damage Coverage is extended to you are leasing it. "autos" that you hire, rent or borrow subject to the following: We will pay up to a maximum limit of$1,500 for (1) The most we will pay for "loss" in any one this covered extension. "accident" to a hired, rented or borrowed L. Hired Car—Worldwide Coverage "auto" is the lesser of: The following is added to SECTION II — COVERED AUTOS LIABILITY COVERAGE, A.2. Coverage Extensions: PPA 300WA 03 13 Page 3 of 5 f. Hired Car—Worldwide Coverage (b) Insurance limits required by law and issued by a government entity or by an (1) We will pay all sums an "insured" legally insurer licensed or permitted by law to must pay as damages because of "bodily do business in the jurisdiction where the injury" or "property damage" to which this "accident"occurs; or insurance applies, caused by an "accident" which occurs outside of the United States of (c) Auto liability insurance limits of at least America, the territories and possessions of $300,000 combined single limit or the United States of America, Puerto Rico $100,000 per person/$300,000 per acci- and Canada resulting from the maintenance, dent Bodily Injury, $100,000 Property or use of any covered "auto" of the private Damage. passenger type you lease, hire, rent or If you fail to comply with the above, this borrow without a driver for thirty(30) days or insurance is not invalidated. However, in the less. event of a "loss", we will pay only to the (2) With respect to any claim made or "suit" extent that we would have been liable had instituted outside the United States of you so complied. America, the territories and possessions of (5) The insurance provided by this coverage the United States of America, Puerto Rico, and Canada: extension is excess over any other collectible insurance available to you (a) You shall undertake the investigation, whether on a primary, excess contingent or settlement and defense of such claims any other basis. and "suits" and keep us advised of all M. Temporary Transportation Expenses proceedings and actions. (b) You will not make any settlement SECTION Ill — PHYSICAL DAMAGE COVERAGE, without our consent. A.4. Coverage Extensions, subparagraph a. Transportation Expenses is deleted and replaced (c) We will reimburse you: by the following: (i) For the amount of damages be- a. Transportation Expenses cause of liability imposed upon you by law on account of"bodily injury" (1) We will pay up to a maximum of $1,500 for or "property damage" to which this temporary transportation expense incurred insurance applies, and by you because of Physical Damage to a coverage"auto". (ii) For all reasonable expenses incur- (2) We will pay only for those covered "autos" red with our consent in connection for which you carry Comprehensive, with the investigation, settlement or Collision or Specified Case of Loss defense of such claims or "suits". Coverage. Reimbursement for expenses will be part of the Limit of Insurance for (3) We will pay only for those expenses incurred liability coverage shown in the Busi- by you during the period of time that begins ness Auto Coverage Declarations, twenty-four (24) hours after the covered and not in addition to such limits. "loss" and ends at the time when the (3) The limit of Insurance for Liability Coverage covered "auto" can be reasonable repaired shown in the Business Auto Coverage or replaced. Declarations is the most we will reimburse (4) This coverage does not apply while there you for the sum of all damages imposed on are spare or reserve "autos" available to you you, as set forth in paragraph 2.c. above, for your operations. and all expenses incurred by you arising out N. Amended Bodily Injury Definition — Mental of any single"accident"or"loss". Anguish (4) You must maintain the greater of the The following is added to SECTION V — following primary auto liability insurance limits: DEFINITIONS, Definition C.: (a) Compulsory admitted insurance with "Bodily injury" also includes mental anguish, but only limits required to be in force to satisfy when the mental anguish arises from other bodily the legal requirements of the jurisdiction injury, sickness or disease. where the accident occurs; or PPA 300WA 03 13 Page 4 of 5 O. Airbag Coverage (1) How, when and where the "accident" or The following is added to SECTION III — PHYSICAL "loss"occurred; DAMAGE COVERAGE B. Exclusions 3.a.: (2) The"insured's" name and address;and However, this exclusion will not apply to accidental (3) To the extent possible, the names and discharge of an airbag due to mechanical or addresses of any injured person and electrical breakdown. witnesses. P. Amended Insured Contract Definition — Railroad Your duty to give us or our authorized Easement representative prompt notice of the"accident" or SECTION V— DEFINITIONS paragraph H. "Insured "loss" applies only when the "accident" or "loss" contact"is modified as follows: is known to: 1. Paragraph H.3. is replaced by the following: (1) You, if you are an individual; 3. Any easement or license agreement. (2) A partner if you are a partnership; or 2. Paragraph H.6.a. is deleted. (3) An executive officer or insurance manager, if you are a corporation. S. Unintentional Errors Or Omissions Q. Coverage Extensions — Audio, Visual And Data SECTION IV—BUSINESS AUTO CONDITIONS, B. Electronic Equipment Not Designed Solely For General Conditions; 2. Concealment Misrepre- The Production Of Sound sentation Or Fraud is amended by adding the SECTION III — PHYSICAL DAMAGE COVERAGE following: B. Exclusions, exception paragraph a. to exclusion The unintentional omission of, or unintentional error 4.c. and 4.d. is deleted and replaced with the in, any information given by you shall not prejudice following: your rights under this insurance. However this pro- a. Equipment and accessories used with such vision does not affect our right to collect additional equipment, except for tapes, records, discs or premium or exercise our right of cancellation or other electronic media device, provided such nonrenewal. equipment is permanently installed in the T. Towing Coverage covered "auto" at the time of the "loss" or is removable from the housing unit which is SECTION III — PHYSICAL DAMAGE COVERAGE, permanently installed in the covered "auto" at A.2. Towing, is deleted and replaced by the the time of the "loss", and such equipment is following: designed to be solely operated by use of the 2. We will pay up to $750 for towing and labor power from the "autos" electrical system, in or costs incurred each time a covered "auto" is upon the covered"autos"; or disabled due to a covered cause of loss. R. Notice Of An Knowledge Of Occurrence However: SECTION IV — BUSINESS AUTO CONDITIONS, a. All labor must be performed at the place of A.2. Duties In The Event Of Accident, Claim Suit disablement; and Or Loss, subparagraph a. is deleted and replaced with the following: b. If the covered auto is a private passenger type no deductible applies; and a. In the event of "accident", claim, "suit" or "loss", c. If the covered auto is not of the private you must give us or our authorized passenger type our obligation to pay will be representative prompt notice of the "accident" or reduced by a $250 deductible per "loss" including: disablement. ALL OTHER TERMS AND CONDITIONS OF THIS POLICY REMAIN UNCHANGED. PPA 300WA 03 13 Page 5 of 5