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20-146.00 Horrocks Engineers: Wilbur Sidewalks Mission to Boone Local Agency A&E Professional Services Negotiated Hourly Rate Consultant Agreement Agreement Number: 20-146 Firm/Organization.Legal Name(do not use dba's): Horrocks Engineers, Inc. Address Federal Aid Number 1325 W. 1st Ave., Ste. 204, Spokane, WA 99201 TAP-1223(006) • UBI Number Federal TIN 602-884-898 REDACTED Execution Date Completion Date 512-4 20 12/31/2021 1099 Form Required Federal Participation ❑ Yes Q No © Yes ❑ No Project Title Wilbur Sidewalk Project (Boone to Mission) Description of Work 1. Survey existing site features within the limits shown in the provided exhibit. 2. Investigate and determine the extents of right-of-way. 3. Coordinate all utility locates. 4. Locate survey control and monumentation as necessary. 5. Deliverables to be in accordance with COSV's "Minimum Requirements for Topographic Survey". ❑ Yes ❑/ No DBE Participation Maximum Amount Payable:$8,800 ❑ Yes 0 No MBE Participation This document contains confidential tax information and ❑ Yes EI No WBE Participation has been redacted pursuant to RCW 82.32.330. ❑ Yes Q No SBE Participation You may petition for a review of our findings pertaining to any redacted or withheld documents pursuant to Spokane Valley Index of Exhibits Municipal Code (SVMC) 2.75.080; and obtain judicial review pursuant to RCW 42.56.550. Exhibit A Scope of Work Exhibit B DBE Participation -- Exhibit C Preparation and Delivery of Electronic Engineering and Other Data Exhibit D Prime Consultant Cost Computations Exhibit E Sub-consultant Cost Computations Exhibit F Title VI Assurances Exhibit G Certification Documents Exhibit I Alleged Consultant Design Error Procedures Exhibit J Consultant Claim Procedures Local Agency A&E Professional Services Agreement Number 2 0-1 46 Negotiated Hourly Rate Consultant Agreement Revised 01/01/2020 Page I of 14 THIS AGREEMENT, made and entered into as shown in the "Execution Date" box on page one (1) of this AGREEMENT, between the City of Spokane Valley hereinafter called the "AGENCY," and the "Firm / Organization Name" referenced on page one (1) of this AGREEMENT, hereinafter called the"CONSULTANT." WHEREAS,the AGENCY desires to accomplish the work referenced in"Description of Work" on page one(1) of this AGREEMENT and hereafter called the "SERVICES;" and does not have sufficient staff to meet the required commitment and therefore deems it advisable and desirable to engage the assistance of a CONSULTANT to provide the necessary SERVICES; and WHEREAS, the CONSULTANT represents that they comply with the Washington State Statutes relating to professional registration, if applicable, and has signified a willingness to furnish consulting services to the AGENCY. NOW,THEREFORE, in consideration of the terms,conditions, covenants, and performance contained herein, or attached and incorporated and made a part hereof,the parties hereto agree as follows: I. General Description of Work The work under this AGREEMENT shall consist of the above-described SERVICES as herein defined, and necessary to accomplish the completed work for this project. The CONSULTANT shall furnish all services, labor, and related equipment and, if applicable, sub-consultants and subcontractors necessary to conduct and complete the SERVICES as designated elsewhere in this AGREEMENT. II. 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. Ill. 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 20-i46 Negotiated Hourly Rate Consultant Agreement Revised 01/01/2020 Page 2 of 14 Participation for Disadvantaged Business Enterprises (DBE) or Small Business Enterprises (SBE), if required, per 49 CFR Part 26, shall be shown on the heading of this AGREEMENT. If DBE firms are utilized at the commencement of this AGREEMENT, the amounts authorized to each firm and their certification number will be shown on Exhibit "B" attached hereto and by this reference made part of this AGREEMENT. If the Prime CONSULTANT is, a DBE certified firm they must comply with the Commercial Useful Function (CUF) regulation outlined in the AGENCY's "DBE Program Participation Plan" and perform a minimum of 30%of the total amount of this AGREEMENT. It is recommended, but not required, that non-DBE Prime CONSULTANTS perform a minimum of 30% of the total amount of this AGREEMENT. In the absence of a mandatory UDBE, the Consultant shall continue their outreach efforts to provide SBE firms maximum practicable opportunities. 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 prior to completion or termination of this AGREEMENT are instruments of service for these SERVICES, and are the property of the AGENCY. Reuse by the AGENCY or by others, acting through or on behalf of the AGENCY of any such instruments of service, not occurring, as a part of this SERVICE, shall be without liability or legal exposure to the CONSULTANT. Any and all notices or requests required under this AGREEMENT shall be made in writing and sent to the other party by(i)certified mail, return receipt requested, or(ii)by email or facsimile,to the address set forth below: If to AGENCY: If to CONSULTANT: Name: Kelly Lynch, P.E. Name: Duane Zimmerman, P.L.S. Agency: City of Spokane Valley Agency: Horrocks Engineers, Inc. Address: 10210 E.Sprague Ave. Address: 1325 W. 1st Ave.,Ste.204 City: Spokane Valley State:WA Zip: 99206 City: Spokane State: WA Zip: 99201 Email: klynch@spokanevalley.org Email: duane.zimmerman@horrocks.com Phone: (509)720-5001 Phone: (509)747-6790 Facsimile: (509)720-5075 Facsimile: 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 A&E Professional Services Agreement Number 20-146 Negotiated Hourly Rate Consultant Agreement Revised 01/01/2020 Page 3 of 14 V. Payment Provisions The CONSULTANT shall be paid by the AGENCY for completed SERVICES rendered under this AGREEMENT as provided hereinafter. Such payment shall be full compensation for SERVICES performed or SERVICES rendered and for all labor, materials, supplies, equipment, and incidentals necessary to complete SERVICES.The CONSULTANT shall conform to all applicable portions of 48 CFR Part 31 (www.ecfr.gov). A. Hourly Rates: Hourly rates are comprised of the following elements-Direct(Raw)Labor, Indirect Cost Rate, and 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 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 written 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 fmal written acknowledgment between the parties. Such fmal 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 fee as identified in Exhibits"D"and"E"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 period. 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 fee (profit) percentage. The CONSULTANT shall bill each employee's actual classification, and actual salary plus indirect cost rate plus fee. Local Agency A&E Professional Services Agreement Number 20-146 Negotiated Hourly Rate Consultant Agreement Revised 01/01/2020 Page 4 of 14 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 authorized 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. 20-146 Local Agency A&E Professional Services Agreement Number Negotiated Hourly Rate Consultant Agreement Revised 01/01/2020 Page 5 of 14 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 fee costs for the sub-consultant shall be negotiated and substantiated in accordance with section V "Payment Provisions" herein and shall be memorialized in a final written acknowledgment between the parties All subcontracts shall contain all applicable provisions of this AGREEMENT, and the CONSULTANT shall require each sub-consultant or subcontractor, of any tier, to abide by the terms and conditions of this AGREEMENT. With respect to sub-consultant payment, the CONSULTANT shall comply with all applicable sections of the STATE's Prompt Payment laws as set forth in RCW 39.04.250 and RCW 39.76.011. The CONSULTANT, sub-recipient, or sub-consultant shall not discriminate on the basis of race, color,national origin, or sex in the performance of this AGREEMENT. The CONSULTANT shall carry out applicable requirements of 49 CFR Part 26 in the award and administration of DOT-assisted contracts. Failure by the CONSULTANT to carry out these requirements is a material breach of this AGREEMENT, which may result in the termination of this AGREEMENT or such other remedy as the recipient deems appropriate. VII. Employment and Organizational Conflict of Interest The CONSULTANT warrants that they have not employed or retained any company or person, other than a bona fide employee working solely for the CONSULTANT, to solicit or secure this contract, and that it has not paid or agreed to pay any company or person, other than a bona fide employee working solely for the CONSULTANT, any fee, commission, percentage, brokerage fee, gift, or any other consideration, contingent upon or resulting from the award or making of this contract. For breach or violation of this warrant, the AGENCY shall have the right to annul this AGREEMENT without liability or, in its discretion, to deduct from this AGREEMENT price or consideration or otherwise recover the full amount of such fee, commission, percentage,brokerage fee, gift,or contingent fee. Any and all employees of the CONSULTANT or other persons while engaged in the performance of any work or services required of the CONSULTANT under this AGREEMENT, shall be considered employees of the CONSULTANT only and not of the AGENCY, and any and all claims that may arise under any Workmen's Compensation Act on behalf of said employees or other persons while so engaged, and any and all claims made by a third party as a consequence of any act or omission on the part of the CONSULTANT's employees or other persons while so engaged on any of the work or services provided to be rendered herein, shall be the sole obligation and responsibility of the CONSULTANT. The CONSULTANT shall not engage, on a full- or part-time basis, or other basis, during the period of this AGREEMENT, any professional or technical personnel who are, or have been, at any time during the period of this AGREEMENT, in the employ of the United States Department of Transportation or the AGENCY, except regularly retired employees, without written consent of the public employer of such person if he/she will be working on this AGREEMENT for the CONSULTANT. Agreement Number: Local Agency A&E Professional Services Agreement Number 20-146 Negotiated Hourly Rate Consultant Agreement Revised 01/01/2020 Page 6 of 14 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 fmal 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 20-146 Negotiated Hourly Rate Consultant Agreement Revised 01/01/2020 Page 7 of 14 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 1,5 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, fmal 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 fmal 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 Agency A&E Professional Services Agreement Number 20_146 Negotiated Hourly Rate Consultant Agreement Revised 01/01/2020 Page 8 of 14 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 appropriation or use of trade secrets, patents, proprietary information, know-how, copyright rights or inventions by the CONSULTANT or the CONSULTANT's agents, employees, sub-consultants, subcontractors or vendors, of any tier, or any other persons for whom the CONSULTANT may be legally liable, in performance of the Work under this AGREEMENT or arising out of any use in connection with the AGREEMENT of methods, processes, designs, information or other items furnished or communicated to STATE and/or the AGENCY,their agents, officers and employees pursuant to the AGREEMENT; provided that this indemnity shall not apply to any alleged patent or copyright infringement or other allegedly improper appropriation or use of trade secrets, patents, proprietary information, know-how, copyright rights or inventions resulting from STATE and/or AGENCY's, their agents', officers and employees' failure to comply with specific written instructions regarding use provided to STATE and/or AGENCY, their agents, officers and employees by the CONSULTANT, its agents, employees, sub- consultants, subcontractors or vendors, of any tier, or any other persons for whom the CONSULTANT may be legally liable. The CONSULTANT's relation to the AGENCY shall be at all times as an independent contractor. Notwithstanding any determination by the Executive Ethics Board or other tribunal, the AGENCY may, in its sole discretion, by written notice to the CONSULTANT terminate this AGREEMENT if it is found after due notice and examination by the AGENCY that there is a violation of the Ethics in Public Service Act, Chapter 42.52 RCW; or any similar statute involving the CONSULTANT in the procurement of, or performance under, this AGREEMENT. The CONSULTANT specifically assumes potential liability for actions brought by the CONSULTANT's own employees or its agents against the STATE and/or the AGENCY and, solely for the purpose of this indemnification and defense, the CONSULTANT specifically waives any immunity under the state industrial insurance law, Title 51 RCW.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 2 0-1 46 Negotiated Hourly Rate Consultant Agreement Revised 01/01/2020 Page 9 of 14 Insurance Coverage A. Worker's compensation and employer's liability insurance as required by the STATE. B. Commercial general liability insurance written under ISO Form CG 00 01 12 04 or its equivalent with minimum limits of one million dollars($1,000,000.00)per occurrence and two million dollars ($2,000,000.00) in the aggregate for each policy period. C. Business auto liability insurance written under ISO Form CG 00 01 10 01 or equivalent providing coverage for any"Auto"(Symbol 1)used in an amount not less than a one million dollar($1,000,000.00) combined single limit for each occurrence. Excepting the Worker's Compensation Insurance and any Professional Liability Insurance, the STATE and AGENCY, their officers, employees, and agents will be named on all policies of CONSULTANT and any sub- consultant and/or subcontractor as an additional insured (the "AIs"), with no restrictions or limitations concerning products and completed operations coverage. This coverage shall be primary coverage and non- contributory and any coverage maintained by the AIs shall be excess over, and shall not contribute with, the additional insured coverage required hereunder. The CONSULTANT's and the sub-consultant's and/or subcontractor's insurer shall waive any and all rights of subrogation against the AIs. The CONSULTANT shall furnish the AGENCY with verification of insurance and endorsements required by this AGREEMENT. The AGENCY reserves the right to require complete, certified copies of all required insurance policies at any time. All insurance shall be obtained from an insurance company authorized to do business in the State of Washington.The CONSULTANT shall submit a verification of insurance as outlined above within fourteen(14) days of the execution of this AGREEMENT to: Name: Kelly Lynch, P.E. Agency: City of Spokane Valley Address: 10210 E. Sprague Ave. City: Spokane Valley State: WA Zip: 99206 Email: klynch@spokanevalley.org Phone: (509)720-5001 Facsimile: (509)720-5075 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 liability to third parties be limited in any way. The parties enter into this AGREEMENT for the sole benefit of the parties, and to the exclusion of any third 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 A&E Professional Services Agreement Number 20-146 Negotiated Hourly Rate Consultant Agreement Revised 01/01/2020 Page 10 of 14 XIII. Extra Work A. The AGENCY may at any time, by written order, make changes within the general scope of this AGREEMENT in the SERVICES to be performed. B. If any such change causes an increase or decrease in the estimated cost of, or the time required for, performance of any part of the SERVICES under this AGREEMENT, whether or not changed by the order, or otherwise affects any other terms and conditions of this AGREEMENT, the AGENCY shall make an equitable adjustment in the: (1)maximum amount payable; (2)delivery or completion schedule, or both; and (3)other affected terms and shall modify this AGREEMENT accordingly. C. The CONSULTANT must submit any"request for equitable adjustment," hereafter referred to as "CLAIM," under this clause within thirty (30) days from the date of receipt of the written order. However, if the AGENCY decides that the facts justify it, the AGENCY may receive and act upon a CLAIM submitted before fmal payment of this AGREEMENT. D. Failure to agree to any adjustment shall be a dispute under the section XI "Disputes" clause. However, nothing in this clause shall excuse the CONSULTANT from proceeding with the AGREEMENT as changed. E. Notwithstanding the terms and conditions of paragraphs (A.) and (B.) above, the maximum amount payable for this AGREEMENT, shall not be increased or considered to be increased except by specific written supplement to this AGREEMENT. XIV. Endorsement of Plans If applicable, the CONSULTANT shall place their endorsement on all plans, estimates,or any other engineering data furnished by them. XV. Federal Review The Federal Highway Administration shall have the right to participate in the review or examination of the SERVICES in progress. XVI. Certification of the Consultant and the Agency Attached hereto as Exhibit "G-1(a and b)" are the Certifications of the CONSULTANT and the AGENCY, Exhibit "G-2" Certification Regarding Debarment, Suspension and Other Responsibility Matters - Primary Covered Transactions, Exhibit "G-3" Certification Regarding the Restrictions of the Use of Federal Funds for Lobbying and Exhibit "G-4" Certificate of Current Cost or Pricing Data. Exhibit "G-3" is required only in AGREEMENT's over one hundred thousand dollars ($100,000.00) and Exhibit "G-4" is required only in AGREEMENT's over five hundred thousand dollars ($500,000.00.) These Exhibits must be executed by the CONSULTANT, and submitted with the master AGREEMENT, and returned to the AGENCY at the address listed in section III "General Requirements" prior to its performance of any SERVICES under this AGREEMENT. XVII. Complete Agreement This document and referenced attachments contain all covenants, stipulations, and provisions agreed upon by the parties. No agent, or representative of either party has authority to make, and the parties shall not be bound by or be liable for, any statement, representation, promise or agreement not set forth herein. No changes, amendments, or modifications of the terms hereof shall be valid unless reduced to writing and signed by the parties as a supplement to this AGREEMENT. XVIII. Execution and Acceptance This AGREEMENT may be simultaneously executed in several counterparts, each of which shall be deemed to be an original having identical legal effect. The CONSULTANT does hereby ratify and adopt all statements, representations, warranties, covenants, and AGREEMENT's contained in the proposal, and the supporting material submitted by the CONSULTANT, and does hereby accept this AGREEMENT and agrees to all of the terms and conditions thereof.Local Agency A&E Professional Services Agreement Number 20-146 Negotiated Hourly Rate Consultant Agreement Revised 01/01/2020 Page 11 of 14 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 authorized employees, sub- consultants or subcontractors requiring such information for the purposes of carrying out this AGREEMENT, and not to release, divulge, publish, transfer, sell, disclose, or otherwise make it known to any other party without the AGENCY's express written consent or as provided by law. The CONSULTANT agrees to release such information or material only to employees, sub-consultants or subcontractors who have signed a nondisclosure AGREEMENT, the terms of which have been previously approved by the AGENCY. The CONSULTANT agrees to implement physical, electronic, and managerial safeguards to prevent unauthorized access to the State's Confidential Information. Immediately upon expiration or termination of this AGREEMENT, the CONSULTANT shall, at the AGENCY's option: (i) certify to the AGENCY that the CONSULTANT has destroyed all of the State's Confidential Information; or (ii) returned all of the State's Confidential Information to the AGENCY; or (iii) take whatever other steps the AGENCY requires of the CONSULTANT to protect the State's Confidential Information. As required under Executive Order 00-03, the CONSULTANT shall maintain a log documenting the following: the State's Confidential Information received in the performance of this AGREEMENT; the purpose(s) for which the State's Confidential Information was received; who received, maintained, and used the State's Confidential Information; and the final disposition of the State's Confidential Information. The CONSULTANT's records shall be subject to inspection, review, or audit upon reasonable notice from the AGENCY. The AGENCY reserves the right to monitor, audit, or investigate the use of the State's Confidential Information collected, used, or acquired by the CONSULTANT through this AGREEMENT. The monitoring, auditing, or investigating may include,but is not limited to, salting databases. Violation of this section by the CONSULTANT or its sub-consultants or subcontractors may result in termination of this AGREEMENT and demand for return of all State's Confidential Information, monetary damages, or penalties It is understood and acknowledged that the CONSULTANT may provide the AGENCY with information, which is proprietary and/or confidential during the term of this AGREEMENT. The parties agree to maintain the confidentiality of such information during the term of this AGREEMENT and afterwards. All materials containing such proprietary and/or confidential information shall be clearly identified and marked as "Confidential" and shall be returned to the disclosing party at the conclusion of the SERVICES under this AGREEMENT. Local Agency A&E Professional Services Agreement Number 20-146 Negotiated Hourly Rate Consultant Agreement Revised 01/0I/2020 Page 12 of 14 The CONSULTANT shall provide the AGENCY with a list of all information and materials it considers confidential and/or proprietary in nature: (a) at the commencement of the term of this AGREEMENT, or(b) as soon as such confidential or proprietary material is developed. "Proprietary and/or confidential information" is not meant to include any information which, at the time of its disclosure: (i) is already known to the other party; (ii)is rightfully disclosed to one of the parties by a third party that is not acting as an agent or representative for the other party; (iii) is independently developed by or for the other party; (iv) is publicly known; or (v) is generally utilized by unaffiliated third parties engaged in the same business or businesses as the CONSULTANT. The parties also acknowledge that the AGENCY is subject to Washington State and federal public disclosure laws. As such, the AGENCY shall maintain the confidentiality of all such information marked proprietary and or confidential or otherwise exempt, unless such disclosure is required under applicable state or federal law. If a public disclosure request is made to view materials identified as"Proprietary and/or confidential information"or otherwise exempt information, the AGENCY will notify the CONSULTANT of the request and of the date that such records will be released to the requester unless the CONSULTANT obtains a court order from a court of competent jurisdiction enjoining that disclosure. If the CONSULTANT fails to obtain the court order enjoining disclosure,the AGENCY will release the requested information on the date specified. The CONSULTANT agrees to notify the sub-consultant of any AGENCY communication regarding disclosure that may include a sub-consultant's proprietary and/or confidential information. The CONSULTANT notification to the sub-consultant will include the date that such records will be released by the AGENCY to the requester and state that unless the sub-consultant obtains a court order from a court of competent jurisdiction enjoining that disclosure the AGENCY will release the requested information. If the CONSULTANT and/or sub-consultant fail to obtain a court order or other judicial relief enjoining the AGENCY by the release date,the CONSULTANT shall waive and release and shall hold harmless and indemnify the AGENCY from all claims of actual or alleged damages, liabilities, or costs associated with the AGENCY's said disclosure of sub- consultants' information. XX. Records Maintenance During the progress of the Work and SERVICES provided hereunder and for a period of not less than six (6) years from the date of fmal payment to the CONSULTANT, the CONSULTANT shall keep, retain, and maintain all "documents" pertaining to the SERVICES provided pursuant to this AGREEMENT. Copies of all "documents" pertaining to the SERVICES provided hereunder shall be made available for review at the CONSULTANT's place of business during normal working hours. If any litigation, claim, or audit is commenced, the CONSULTANT shall cooperate with AGENCY and assist in the production of all such documents. "Documents" shall be retained until all litigation,claims or audit findings have been resolved even though such litigation, claim,or audit continues past the six(6) year retention period. For purposes of this AGREEMENT, "documents"means every writing or record of every type and description, including electronically stored information ("ESI"), that is in the possession, control, or custody of the CONSULTANT, including, without limitation, any and all correspondences, contracts, 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 2 0-1 46 Negotiated Hourly Rate Consultant Agreement Revised 01/01/2020 Page 13 of 14 For purposes of this AGREEMENT,"ESP"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. tom. , g/i /z.o Signature Date 11),C4 B 2`/ ?2 213 Signature Date Any modification, change, or reformation of this AGREEMENT shall require approval as to form by the ice of the Attorney General. Local Agency A&E Professional Services Agreement Number 20-1 46 Negotiated Hourly Rate Consultant Agreement Revised 01/01/2020 Page 14 of 14 Exhibit A Scope of Work Project No. -CIP#0318 - Federal Aid#TAP-1223(006) -Agreement#20-146 Topographic Survey Scope Wilbur Sidewalk Project (Boone to Mission) CIP Project #0318 1. Survey existing site features within the limits shown in the provided exhibit, meeting the requirements of COSV's"Minimum Requirements for Topographic Survey". Prepare a one-foot contour topographic map, showing all features that may be beneficial for design purposes. In addition to the requirements set forth in the "Minimum Requirements for Topographic Survey", elevation shots are required at the middle of each driveway along the flow line and right-of-way line. 2. Investigate and determine the extents of right-of-way. 3. Coordinate all utility locates. 4. Locate survey control and monumentation as necessary. 5. Deliverables to be in accordance with the"Minimum Requirements for Topographic Survey" Local Agency A&E Professional Services Agreement Number 2 0-1 46 Negotiated Hourly Rate Consultant Agreement Revised 01/01/2020 Exhibit B DBE Participation Plan In the absence of a mandatory UDBE, the Consultant shall continue their outreach efforts to provide SBE maximum practicable opportunities. Local Agency A&E Professional Services Agreement Number 20-1 46 Negotiated Hourly Rate Consultant Agreement Revised 01/01/2020 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: L Surveying,Roadway Design&Plans Preparation Section A. Survey Data Please see COSV's"Minimum Requirements for Topographic Survey". B. Roadway Design Files N/A C. Computer Aided Drafting Files Please see COSV's"Minimum Requirements for Topographic Survey". Local Agency A&E Professional Services Agreement Number 20-146 Negotiated Hourly Rate Consultant Agreement Revised 01/01/2020 D. Specify the Agency's Right to Review Product with the Consultant Agency has full right to review work with the consultant, ask questions,and request revisions to be made to the products. E. Specify the Electronic Deliverables to Be Provided to the Agency Please see COSV's"Minimum Requirements for Topographic Survey". F. Specify What Agency Furnished Services and Information Is to Be Provided 1. Survey scope of work 2.Survey limits exhibit 3.Copy of COSV's"Minimum Requirements for Topographic Survey" Local Agency A&E Professional Services Agreement Number 20-146 Negotiated Hourly Rate Consultant Agreement Revised 01/01/2020 II. Any Other Electronic Files to Be Provided III. Methods to Electronically Exchange Data Files may be transmitted via email, delivered with a CD,or through the Agency or Consultant's FTP site. Local Agency A&E Professional Services Agreement Number 20-146 Negotiated Hourly Rate Consultant Agreement Revised 01/01/2020 A. Agency Software Suite Microsoft Office AutoCAD Civil 3D Adobe Bluebeam B. Electronic Messaging System Email C. File Transfers Format Please see COSV's"Minimum Requirements for Topographic Survey", • Local Agency A&E Professional Services Agreement Number 20-146 Negotiated Hourly Rate Consultant Agreement Revised 01/01/2020 Exhibit D Prime Consultant Cost Computations See Next Page Local Agency A&E Professional Services Agreement Number 20-1 46 Negotiated Hourly Rate Consultant Agreement Revised 01/01/2020 H O RRO C K S Project: City of Spokane GELS BY t ` Valley Wilbur Road from ENGINEERING I: N �; N N tt S Boone to Mission BE No.. Date: August 5,2020 BUDGET ESTIMATE-SCOPE OF SERVICES Item Project Milestone Project Scheduled No- (Description of Work) % Value 1 Wilbur Road Topographic Mapping and Survey 95.5% $8,400 Survey and map existing site features as shown on the attached map. Prepare a one foot contour topographic map showing curbing and sidwalks, asphalt, parking,fences, buildings, stuctures,trees, bushes, mailboxes and other features that may be benefical for design purposes. Survey control and monumentation will be located as necessary for determination of right of way. Review assessor records and adjoining property deeds as needed. Deliverable to be provided to the City is a Civil 3d cadd drawing with xml surface file,full size stamped bond copy and a point text file. • Utility Locate Services 2 "One Call Locate"service will be called for locates within public right of 4.5% $400 way. Marks provided by that service will be included in the topographic mapping. Other above ground featues(consisting of valve boxes, hydrants, poles, riser boxes, manholes and other such observed features) have been included in the topographic mapping above . ESTIMATED TOTAL $8,800 Assumptions: -Topographic limits are as shown on the attached. - Horizontal datum will be based on City of Spokane Valley control using Record information. - Vertical datum wrll be based on NAVD 88(OPUS on previous projects)or other local datum supplied by City. - Up to five site control points to be set. - Record property corner monuments will be searched for and shown, if found. - Right of way lines within the project limits will be shown. - Underground utility location,type and size will be based on information provided by others. - City to notify adjoining property owners of survey activity and schedule. - City to provide record drawings for utilities if available. -Traffic control,if needed,will consist of using"Survey Crew Ahead"signs. Exclusions-services not included in this scope: - Traffic control efforts by forces other than Belsby are not Included above. - Setting boundary monuments and/or filing a Record of Survey. - Preparation of legal or easement descriptions. - Asbuilt or Record drawings or documents. Exhibit E Sub-consultant Cost Computations The CONSULTANT shall not sub-contract for the performance of any work under this AGREEMENT without prior written permission of theAGENCY. Refer to section VI"Sub-Contracting"of thisAGREEMENT. Local Agency A&E Professional Services Agreement Number 20-1 46 Negotiated Hourly Rate Consultant Agreement Revised 0l/01/2020 Exhibit F Title VI Assurances During the performance of this AGREEMENT, the CONSULTANT, for itself, its assignees, and successors in interest agrees as follows: 1. Compliance with Regulations: The CONSULTANT shall comply with the Regulations relative to non- discrimination in federally assisted programs of the AGENCY, Title 49, Code of Federal Regulations, Part 21, as they may be amended from time to time (hereinafter referred to as the"REGULATIONS"), which are herein incorporated by reference and made a part of this AGREEMENT. 2 Non-discrimination: The CONSULTANT,with regard to the work performed during this AGREEMENT, shall not discriminate on the grounds of race, color, sex, or national origin in the selection and retention of sub-consultants, including procurement of materials and leases of equipment. The CONSULTANT shall not participate either directly or indirectly in the discrimination prohibited by Section 21.5 of the REGULATIONS,including employment practices when this AGREEMENT covers a program set forth in Appendix B of the REGULATIONS. 3. Solicitations for Sub-consultants, Including Procurement of Materials and Equipment: In all solicitations either by competitive bidding or negotiations made by the CONSULTANT for work to be performed under a sub-contract, including procurement of materials or leases of equipment, each potential sub- consultant or supplier shall be notified by the CONSULTANT of the CONSULTANT's obligations under this AGREEMENT and the REGULATIONS relative to non-discrimination on the grounds of race,color, sex, or national origin. 4 Information and Reports: The CONSULTANT shall provide all information and reports required by the REGULATIONS or directives issued pursuant thereto, and shall permit access to its books, records, accounts, other sources of information, and its facilities as may be determined by the AGENCY, the STATE, or the Federal Highway Administration (FHWA) to be pertinent to ascertain compliance with such REGULATIONS, orders and instructions. Where any information required of a CONSULTANT is in the exclusive possession of another who fails or refuses to furnish this information, the CONSULTANT shall so certify to the AGENCY, the STATE, or the FHWA as appropriate, and shall set forth what efforts it has made to obtain the information. 5. Sanctions for Non-compliance: In the event of the CONSULTANT's non-compliance with the non- discrimination provisions of this AGREEMENT, the AGENCY shall impose such AGREEMENT sanctions as it, the STATE,or the FHWA may determine to be appropriate, including,but not limited to: • Withholding of payments to the CONSULTANT under this AGREEMENT until the CONSULTANT complies,and/or; • Cancellation,termination, or suspension of this AGREEMENT, in whole or inpart. 6 Incorporation of Provisions: The CONSULTANT shall include the provisions of paragraphs (1) through (5) in every subcontract, including procurement of materials and leases of equipment, unless exempt by the REGULATIONS, or directives issued pursuant thereto. The CONSULTANT shall take such action with respect to any sub-consultant or procurement as the STATE,the AGENCY,or FHWA may direct as a means of enforcing such provisions including sanctions for non-compliance. Provided, however, that in the event a CONSULTANT becomes involved in, or is threatened with, litigation with a sub-consultant or supplier as a result of such direction, the CONSULTANT may request the AGENCY enter into such litigation to protect the interests of the STATE and/or the AGENCY and, in addition, the CONSULTANT may request the United States enter into such litigation to protect the interests of the United States. Local Agency A&E Professional Services Agreement Number 20_1 46 Negotiated Hourly Rate Consultant Agreement Revised 01/01/2020 Exhibit G Certification Document Exhibit G-1(a) Certification of Consultant Exhibit G-1(b) Certification of City of Spokane Valley Exhibit G-2 Certification Regarding Debarment, Suspension and Other Responsibility Matters - Primary Covered Transactions Exhibit G-3 Certification Regarding the Restrictions of the Use of Federal Funds for Lobbying Exhibit G-4 Certificate of Current Cost or Pricing Data Local Agency A&E Professional Services Agreement Number 20-146 Negotiated Hourly Rate Consultant Agreement Revised 01/01/2020 Exhibit G-1(a) Certification of Consultant I hereby certify that I am the and duly authorized representative of the firm of Horrocks Engineers, Inc. whose address is 1325 W. 1st Ave., Ste. 204, Spokane, WA 99201 and that neither the above firm nor I have a) Employed or retained for a commission, percentage, brokerage, contingent fee, or other consideration, any finn or person(other than a bona fide employee working solely for me or the above CONSULTANT) to solicit or secure this AGREEMENT; b) Agreed, as an express or implied condition for obtaining this contract,to employ or retain the services of any firm or person in connection with carrying out this AGREEMENT; or c) Paid, or agreed to pay, to any firm, organization or person (other than a bona fide employee working solely for me or the above CONSULTANT) any fee, contribution,donation, or consideration of any kind for, or in connection with, procuring or carrying out this AGREEMENT; except as hereby expressly stated(if any); I acknowledge that this certificate is to be furnished to the City of Spokane Valley and the Federal Highway Administration, U.S. Department of Transportation in connection with this AGREEMENT involving participation of Federal-aid highway funds, and is subject to applicable State and Federal laws,both criminal and civil. Horrocks Engineers, Inc. Consultant(Firm Name) �. \E3JJV\ gh4- /Lazes Signature(Authorized Official of Co isultant) Date Local Agency A&E Professional Services Agreement Number 20-146 Negotiated Hourly Rate Consultant Agreement Revised 01/01/2020 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 Horrocks Engineers, 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 Washington State Dept. of Transportation and the Federal Highway Administration, U.S. Department of Transportation, in connection with this AGREEMENT involving participation of Federal-aid highway funds, and is subject to applicable State and Federal laws,both criminal and civil. /..24/20 Z0 Signature Date Local Agency A&E Professional Services Agreement Number 20-146 Negotiated Hourly Rate Consultant Agreement Revised 01/01/2020 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. Horrocks Engineers, Inc. Consultant(Firm Name) 1' 714- 2.0z0 Signature(Authorized Official of nsultant) Date Local Agency A&E Professional Services Agreement Number 20-146 Negotiated Hourly Rate Consultant Agreement Revised 01/01/2020 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 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 require certification shall be subject to a civil penalty of not less than$10,000.00, and not more than $100,000.00 for each such failure. The prospective participant also agrees by submitting his or her bid or proposal that he or she shall require that the language of this certification be included in all lower tier sub-contracts, which exceed $100,000 and that all such sub-recipients shall certify and disclose accordingly. Horrocks Engineers, Inc. Consultant(Firm Name) Signature(Authorized Official of onsultant) Date Local Agency A&E Professional Services Agreement Number 20-146 Negotiated Hourly Rate Consultant Agreement Revised 01/01/2020 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 Wilbur SidBwal'Propot on) *are accurate, complete, and current as of 08/11/20 ** This certification includes the cost or pricing data supporting any advance AGREEMENT's and forward pricing rate AGREEMENT's between the offer or and the Government that are part of the proposal. Firm: Horrocks Engineers, Inc. Signature Tide Date of Execution $'I i4(2-eb ***: *Identify the proposal,quotation,request for pricing adjustment,or other submission involved,giving the appropriate identifying number(e.g.project title.) **Insert the day,month,and year,when price negotiations were concluded and price AGREEMENT was reached. ***Insert the day,month,and year,of signing,which should be as close as practicable to the date when the price negotiations were concluded and the contract price was agreed to. Local Agency A&E Professional Services Agreement Number 2n-148 Negotiated Hourly Rate Consultant Agreement Revised 01/01/2020 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 Design Error(s) After discussion of the alleged design error(s) and the magnitude of the alleged error(s), and with the Director of Public Works or Agency Engineer's concurrence, the project manager obtains more detailed documentation than is normally required on the project. Examples include all decisions and descriptions of work,photographs, records of labor,materials, and equipment. Step 3 Contact the Consultant Regarding the Alleged Design Error(s) If it is determined that there is a need to proceed further, the next step in the process is for the project manager to contact the consultant regarding the alleged design error(s) and the magnitude of the alleged error(s). The project manager and other appropriate agency staff should represent the agency and the consultant should be represented by their project manager and any personnel (including sub-consultants) deemed appropriate for the alleged design error(s)issue. Step 4 Attempt to Resolve Alleged Design Error with Consultant After the meeting(s) with the consultant have been completed regarding the consultant's alleged design error(s),there are three possible scenarios: • It is determined via mutual agreement that there is not a consultant design error(s). If this is the case, then the process will not proceed beyond this point. • It is determined via mutual agreement that a consultant design error(s) occurred. If this is the case, then the Director of Public Works or Agency Engineer,or their representatives,negotiate a settlement with the consultant. The settlement would be paid to the agency or the amount would be reduced from the consultant's agreement with the agency for the services on the project in which the design error took place. The agency is to provide LP, through the Region Local Programs Engineer, a summary of the settlement for review and to make adjustments, if any, as to how the settlement affects federal reimbursements.No further action is required. • There is not a mutual agreement regarding the alleged consultant design error(s). The consultant may request that the alleged design error(s) issue be forwarded to the Director of Public Works or Agency Engineer for review. If the Director of Public Works or Agency Engineer, after review with their legal counsel, is not able to reach mutual agreement with the consultant,proceed to Step 5. Local Agency A&E Professional Services Agreement Number 20-146 Negotiated Hourly Rate Consultant Agreement Revised 01/01/2020 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 20-146 Negotiated Hourly Rate Consultant Agreement Revised 01/01/2020 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 theAgency'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 20-146 Negotiated Hourly Rate Consultant Agreement Revised 01/01/2020 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 appropriate to agency dispute resolution procedures). If the project involves federal participation, obtain concurrence from WSDOT Local Programs and FHWA regarding final settlement of the claim. If the claim is not eligible for federal participation, payment will need to be from agency funds. Step 5 Informing Consultant of Decision Regarding the Claim The Director of Public Works or Agency Engineer shall notify (in writing) the consultant of their final decision regarding the consultant's claim(s). Include the final dollar amount of the accepted claim(s)and rationale utilized for the decision. Step 6 Preparation of Supplement or New Agreement for the Consultant's Claim(s) The agency shall write the supplement and/or new agreement and pay the consultant the amount of the claim. Inform the consultant that the final payment for the agreement is subject to audit Local Agency A&E Professional Services Agreement Number 20-146 Negotiated Hourly Rate Consultant Agreement Revised 01/01/2020 \ .id ,-.4'-.11': `4 7,µ ...r^war" r'. LEGEND ,t � •SURVEY LIMITSR/w RIGHT-OF-WAY lit --1` F#*- FROM NOTE: RIGHT-OF-WAY LIMITS AND ROAD 1 — MISSION mail w C/L SHOWN ARE FOR ILLUSTRATIVE )N C/L t, PURPOSES ONLY, AND NEED TO BE 40' FROM l; DETERMINED BY SURVEYOR. WILBUR C/L m 6 W _...jt-i : . �; FROM \____ BOONE _ _ RI 1 *kr / C/L xi , i -- , WILBUR RD Il• IR NI - ------- \--. R/W M, . -- WILBUR k CIL(TYP.) •' ---- M,'a i .--- Nsi 6 I t 3 .w :j 40' FROM o Po LU PROJECTED A. W A ,' > WILBUR C/L 40' FROM C/L > i ` Q i i (TYP. ALONG Q z �" WILBUR) (1,! O i '- . \ II co 2 irr%tM x e `E :All a lley WILBUR SIDEWALK PROJECT i TOPOGRAPHIC I p SURVEY BOUNDARIES 811 j EXHIBIT PROJECT NO. 0318 ;* 3 SCALE: 1"=50' 0 K1101W Whnrs tr^rrn•. CV-1 DRAWN BY: JRS 07/30/20 g Cal before you die. CHECKED BY: KL 07/30/20 _____.—.441 HORRENG-01 SBARKER '4�� CERTIFICATE OF LIABILITY INSURANCE DA8/17/2020 TE ) 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 Shauna Barker - American Insurance&Investment Corp. PHONE (A/C, Ext):(801)364-3434 643 1 FAX No►:(801)355-5234 448 South 400 East E-MAIL Salt Lake City,UT 84111 ADDRESS:Shauna.Barker(pmerican-ins.com INSURERS)AFFORDING COVERAGE NAIC# INSURERA:Hartford Fire Insurance Co. 19682 INSURED INSURER B:Hartford Casualty Insurance Co 29424 Horrocks Engineers,Inc dba Belsby Engineering INSURER C:XL Specialty Insurance Company 37885 2162 West Grove Parkway,Suite 400 INSURERD: Pleasant Grove,UT 84062 INSURER E: INSURER F: COVERAGES CERTIFICATE NUMBER: REVISION NUMBER: THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES.LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. INSR TYPE OF INSURANCE ADDL SUBR POLICY NUMBER POLICY EFF POLICY EXP LIMITS LTR INSD WVD IMMIDD/YYYY) IMM/DD/YYYYI A X COMMERCIAL GENERAL LIABILITY EACH OCCURRENCE $ 1,000,000 CLAIMS-MADE X J OCCUR X 34UUNOZ0016 7/1/2020 7/1/2021 PREMISES(EaENr ence) $ 1,000,000 MED EXP(Any one person) $ 5,000 PERSONAL 8 ADV INJURY $ 1,000,000 GEN'L AGGREGATE LIMIT APPLIES PER: GENERAL AGGREGATE $ 2,000,000 POLICY X ye& LOC PRODUCTS-COMP/OP AGG $ 2,000,000 OTHER: $ B COMBINED SINGLE LIMIT 1,000,000 AUTOMOBILE LIABILITY (Ea accident) $ - X ANY AUTO X 34UENOZ0015 7/1/2020 7/1/2021 BODILY INJURY(Per person) $ OWNED ONLY _ SCHEDULED BODILY INJURY(Per accident) $ , X AUTOS ONLY X AUTOS ONLY (IrEF.ZdeT DAMAGE $ $ B X UMBRELLA LAB X OCCUR EACH OCCURRENCE $ 10,000,000 EXCESSLIAB CLAIMS-MADE 34XHUOZ0017 7/1/2020 7/1/2021 AGGREGATE $ 10,000,000 DED X RETENTION$ 10,000 $ WORKERS COMPENSATION PER SRH AND EMPLOYERS'LIABILITY ANY PROPRIETOR/PARTNER/EXECUTIVE Y/N NIA E.L.EACH ACCIDENT $ Mandatory In NH EXCLUDED9 ( ry E.L.DISEASE-EA EMPLOYEE $ If yes,describe under DESCRIPTION OF OPERATIONS below E.L.DISEASE-POLICY LIMIT $ C Prof Liab Claim Made DPR9961842 7/1/2020 7/1/2021 Pre Claim Limit 10,000,000 C Reto Date 01/01/1965 DPR9961842 7/1/2020 7/1/2021 Aggregate Limit 10,000,000 DESCRIPTION OF OPERATIONS/LOCATIONS/VEHICLES (ACORD 101,Additional Remarks Schedule,may be attached if more space Is required) Project: Wilbur Sidewalk Project(Boone to Mission),CIP#0318, Agreement#20-146.The City of Spoane Valley is listed as an additional insured with respects to General and Auto Liability which are Primary and Non-Contributory. CERTIFICATE HOLDER CANCELLATION SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE City of Spokane ValleyTHE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN tYP ACCORDANCE WITH THE POLICY PROVISIONS. 10210 East Sprague Ave Spokane,WA 99206 AUTHORIZED REPRESENTATIVE ACORD 25(2016/03) ©1988-2015 ACORD CORPORATION. All rights reserved. The ACORD name and logo are registered marks of ACORD COMMERCIAL AUTOMOBILE HA 99 16 0312 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. COMMERCIAL AUTOMOBILE BROAD FORM ENDORSEMENT This endorsement modifies insurance provided under the following: BUSINESS AUTO COVERAGE FORM To the extent that the provisions of this endorsement provide broader benefits to the "insured" than other provisions of the Coverage Form, the provisions of this endorsement apply. 1. BROAD FORM INSURED d. Any "employee" of yours while using a A. Subsidiaries and Newly Acquired or covered "auto" you don't own, hire or Formed Organizations borrow in your business or your The Named Insured shown in the personal affairs. Declarations is amended to include: C. Lessors as Insureds (1) Any legal business entity other than a Paragraph A.1. -WHO IS AN INSURED - of partnership or joint venture, formed as a Section II - Liability Coverage is amended to subsidiary in which you have an add: ownership interest of more than 50% on e. The lessor of a covered "auto" while the the effective date of the Coverage Form. "auto" is leased to you under a written However, the Named Insured does not agreement if: include any subsidiary that is an (1) The agreement requires you to "insured" under any other automobile policy or would be an "insured" under provide direct primary insurance for such a policy but for its termination or the lessor and the exhaustion of its Limit of Insurance. (2) The"auto" is leased without a driver. (2) Any organization that is acquired or Such a leased "auto" will be considered a formed by you and over which you covered "auto" you own and not a covered maintain majority ownership. However, "auto"you hire. the Named Insured does not include any D. Additional Insured if Required by Contract newly formed or acquired organization: (1) Paragraph A.1. -WHO IS AN INSURED (a) That is a partnership or joint - of Section II - Liability Coverage is venture, amended to add: (b) That is an "insured" under any other f. When you have agreed, in a written policy, contract or written agreement, that a (c) That has exhausted its Limit of person or organization be added as Insurance under any other policy, or an additional insured on your (d) 180 days or more after its business auto policy, such person or acquisition or formation by you, organization is an "insured", but only unless you have given us notice of to the extent such person or the acquisition or formation. organization is liable for "bodily Coverage does not apply to "bodily injury" or "property damage" caused injury" or "property damage" that results by the conduct of an "insured" under from an "accident" that occurred before paragraphs a. or b. of Who Is An you formed or acquired the organization. Insured with regard to the B. Employees as Insureds ownership, maintenance or use of a covered"auto." Paragraph A.1. -WHO IS AN INSURED - of SECTION II - LIABILITY COVERAGE is amended to add: ©2011, The Hartford (Includes copyrighted material Form HA 99 16 03 12 of ISO Properties, Inc., with its permission.) Page 1 of 5 The insurance afforded to any such E. Primary and Non-Contributory if additional insured applies only if the Required by Contract "bodily injury" or "property damage" Only with respect to insurance provided to occurs: an additional insured in 1.D. - Additional (1) During the policy period, and Insured If Required by Contract, the (2) Subsequent to the execution of such following provisions apply: written contract, and (3) Primary Insurance When Required By (3) Prior to the expiration of the period Contract of time that the written contract This insurance is primary if you have requires such insurance be provided agreed in a written contract or written to the additional insured. agreement that this insurance be (2) How Limits Apply primary. If other insurance is also primary, we will share with all that other If you have agreed in a written contract insurance by the method described in or written agreement that another Other Insurance 5.d. person or organization be added as an additional insured on your policy, the (4) Primary And Non-Contributory To Other most we will pay on behalf of such Insurance When Required By Contract additional insured is the lesser of: If you have agreed in a written contract (a) The limits of insurance specified in or written agreement that this insurance the written contract or written is primary and non-contributory with the agreement; or additional insured's own insurance, this insurance is primary and we will not (b) The Limits of Insurance shown in seek contribution from that other the Declarations. insurance. Such amount shall be a part of and not Paragraphs (3) and (4) do not apply to other in addition to Limits of Insurance shown insurance to which the additional insured in the Declarations and described in this has been added as an additional insured. Section. When this insurance is excess, we will have no (3) Additional Insureds Other Insurance duty to defend the insured against any "suit" if If we cover a claim or "suit" under this any other insurer has a duty to defend the Coverage Part that may also be covered insured against that "suit". If no other insurer by other insurance available to an defends, we will undertake to do so, but we will additional insured, such additional be entitled to the insured's rights against all insured must submit such claim or"suit" those other insurers. to the other insurer for defense and When this insurance is excess over other indemnity. insurance, we will pay only our share of the However, this provision does not apply amount of the loss, if any, that exceeds the sum to the extent that you have agreed in a of: written contract or written agreement (1) The total amount that all such other that this insurance is primary and non- insurance would pay for the loss in the contributory with the additional insured's absence of this insurance; and own insurance. (2) The total of all deductible and self-insured (4) Duties in The Event Of Accident, Claim, amounts under all that other insurance. Suit or Loss We will share the remaining loss, if any, by the If you have agreed in a written contract method described in Other Insurance 5.d. or written agreement that another person or organization be added as an 2. AUTOS RENTED BY EMPLOYEES additional insured on your policy, the Any "auto" hired or rented by your "employee" additional insured shall be required to on your behalf and at your direction will be comply with the provisions in LOSS considered an"auto"you hire. CONDITIONS 2. - DUTIES IN THE The OTHER INSURANCE Condition is amended EVENT OF ACCIDENT, CLAIM , SUIT by adding the following: OR LOSS — OF SECTION IV — BUSINESS AUTO CONDITIONS, in the same manner as the Named Insured. ©2011, The Hartford (Includes copyrighted material Form HA 99 16 03 12 of ISO Properties, Inc., with its permission.) Page 2 of 5 If an "employee's" personal insurance also 5. PHYSICAL DAMAGE - ADDITIONAL applies on an excess basis to a covered "auto" TEMPORARY TRANSPORTATION EXPENSE hired or rented by your "employee" on your COVERAGE behalf and at your direction, this insurance will Paragraph A.4.a. of SECTION III - PHYSICAL be primary to the "employee's" personal DAMAGE COVERAGE is amended to provide a insurance. limit of $50 per day and a maximum limit of 3. AMENDED FELLOW EMPLOYEE EXCLUSION $1,000. EXCLUSION 5. - FELLOW EMPLOYEE - of 6. LOAN/LEASE GAP COVERAGE SECTION II - LIABILITY COVERAGE does not Under SECTION III - PHYSICAL DAMAGE apply if you have workers' compensation COVERAGE, in the event of a total "loss" to a insurance in-force covering all of your covered "auto", we will pay your additional legal "employees". obligation for any difference between the actual Coverage is excess over any other collectible cash value of the "auto" at the time of the "loss" insurance. and the"outstanding balance"of the loan/lease. 4. HIRED AUTO PHYSICAL DAMAGE COVERAGE "Outstanding balance" means the amount you If hired "autos" are covered "autos" for Liability owe on the loan/lease at the time of "loss" less Coverage and if Comprehensive, Specified any amounts representing taxes; overdue Causes of Loss, or Collision coverages are payments; penalties, interest or charges provided under this Coverage Form for any resulting from overdue payments; additional "auto" you own, then the Physical Damage mileage charges; excess wear and tear charges; Coverages provided are extended to "autos"you lease termination fees; security deposits not hire or borrow, subject to the following limit. returned by the lessor; costs for extended warranties, credit life Insurance, health, accident The most we will pay for "loss" to any hired or disability insurance purchased with the loan or "auto" is: lease; and carry-over balances from previous (1) $100,000; loans or leases. (2) The actual cash value of the damaged or 7. AIRBAG COVERAGE stolen property at the time of the"loss"; or Under Paragraph B. EXCLUSIONS - of (3) The cost of repairing or replacing the SECTION III - PHYSICAL DAMAGE damaged or stolen property, COVERAGE, the following is added: whichever is smallest, minus a deductible. The The exclusion relating to mechanical breakdown deductible will be equal to the largest deductible does not apply to the accidental discharge of an applicable to any owned "auto" for that airbag. coverage. No deductible applies to"loss"caused 8. ELECTRONIC EQUIPMENT - BROADENED by fire or lightning. Hired Auto Physical Damage COVERAGE coverage is excess over any other collectible insurance. Subject to the above limit, deductible a. The exceptions to Paragraphs B.4 - and excess provisions, we will provide coverage EXCLUSIONS of SECTION III PHYSICAL equal to the broadest coverage applicable to any DAMAGE COVERAGE are replaced by the covered"auto"you own. following: We will also cover loss of use of the hired "auto" Exclusions 4.c. and 4.d. do not apply to if it results from an "accident", you are legally equipment designed to be operated solely liable and the lessor incurs an actual financial by use of the power from the "auto's" loss, subject to a maximum of $1000 per electrical system that, at the time of"loss", "accident". is: This extension of coverage does not apply to (1) Permanently installed in or upon any "auto" you hire or borrow from any of your the covered "auto"; "employees", partners (if you are a partnership), (2) Removable from a housing unit members (if you are a limited liability company), which is permanently installed in or members of their households. or upon the covered "auto"; (3) An integral part of the same unit housing any electronic equipment described in Paragraphs (1)and (2)above; or ©2011, The Hartford (Includes copyrighted material Form HA 99 16 03 12 of ISO Properties, Inc., with its permission.) Page 3 of 5 (4) Necessary for the normal If another Hartford Financial Services Group, operation of the covered "auto"or Inc. company policy or coverage form that is not the monitoring of the covered an automobile policy or coverage form applies to 'auto's"operating system. the same"accident", the following applies: b.Section III — Version CA 00 01 03 10 of the (1) If the deductible under this Business Auto Business Auto Coverage Form, Physical Coverage Form is the smaller (or smallest) Damage Coverage, Limit of Insurance, deductible, it will be waived; Paragraph C.2 and Version CA 00 01 10 01 of (2) If the deductible under this Business Auto the Business Auto Coverage Form, Physical Coverage Form is not the smaller (or Damage Coverage, Limit of Insurance, smallest) deductible, it will be reduced by Paragraph C are each amended to add the the amount of the smaller (or smallest) following: deductible. $1,500 is the most we will pay for "loss" in 12. AMENDED DUTIES IN THE EVENT OF any one "accident" to all electronic ACCIDENT, CLAIM, SUIT OR LOSS equipment (other than equipment designed solely for the reproduction of sound, and The requirement in LOSS CONDITIONS 2.a. - accessories used with such equipment) DUTIES IN THE EVENT OF ACCIDENT,CLAIM, that reproduces, receives or transmits SUIT OR LOSS - of SECTION IV - BUSINESS audio, visual or data signals which, at the AUTO CONDITIONS that you must notify us of time of"loss", is: an "accident" applies only when the"accident" is known to: (1) Permanently installed in or upon the covered "auto" in a housing, (1) You, if you are an individual; opening or other location that is not (2) A partner, if you are a partnership; normally used by the "auto" (3) A member, if you are a limited liability manufacturer for the installation of company; or such equipment; (4) An executive officer or insurance manager, if (2) Removable from a permanently you are a corporation. installed housing unit as described 13. UNINTENTIONAL FAILURE TO DISCLOSE in Paragraph 2.a. above or is an HAZARDS integral part of that equipment; or (3)An integral part of such equipment. If you unintentionally fail to disclose any hazards existing at the inception date of your policy, we c.For each covered "auto", should loss be limited will not deny coverage under this Coverage to electronic equipment only, our obligation to Form because of such failure. pay for, repair, return or replace damaged or 14. HIRED AUTO -COVERAGE TERRITORY stolen electronic equipment will be reduced by the applicable deductible shown in the Paragraph e. of GENERAL CONDITIONS 7. - Declarations, or $250, whichever deductible is POLICY PERIOD, COVERAGE TERRITORY - less. of SECTION IV - BUSINESS AUTO 9. EXTRA EXPENSE - BROADENED CONDITIONS is replaced by the following: COVERAGE e. For short-term hired "autos", the coverage Under Paragraph A. -COVERAGE -of SECTION territory with respect to Liability Coverage is III - PHYSICAL DAMAGE COVERAGE, we will anywhere in the world provided that if the pay for the expense of returning a stolen covered "insured's" responsibility to pay damages for "auto"to you. "bodily injury" or "property damage" is determined in a"suit,"the"suit" is brought in 10. GLASS REPAIR-WAIVER OF DEDUCTIBLE the United States of America, the territories Under Paragraph D. -DEDUCTIBLE-of SECTION and possessions of the United States of III - PHYSICAL DAMAGE COVERAGE, the America, Puerto Rico or Canada or in a following is added: settlement we agree to. No deductible applies to glass damage if the 15. WAIVER OF SUBROGATION glass is repaired rather than replaced. TRANSFER OF RIGHTS OF RECOVERY 11. TWO OR MORE DEDUCTIBLES AGAINST OTHERS TO US - of SECTION IV - Under Paragraph D.-DEDUCTIBLE-of SECTION BUSINESS AUTO CONDITIONS is amended by III - PHYSICAL DAMAGE COVERAGE, the adding the following: following is added: ©2011, The Hartford (Includes copyrighted material Form HA 99 16 03 12 of ISO Properties, Inc., with its permission.) Page 4 of 5 We waive any right of recovery we may have c.Regardless of the number of autos deemed a against any person or organization with whom total loss, the most we will pay under this you have a written contract that requires such Hybrid, Electric, or Natural Gas Vehicle waiver because of payments we make for Payment Coverage provision for any one damages under this Coverage Form. "loss" is$10,000. 16. RESULTANT MENTAL ANGUISH COVERAGE For the purposes of the coverage provision, The definition of "bodily injury" in SECTION V- a.A "non-hybrid" auto is defined as an auto that DEFINITIONS is replaced by the following: uses only an internal combustion engine to "Bodily injury" means bodily injury, sickness or move the auto but does not include autos disease sustained by any person, including powered solely by electricity or natural gas. mental anguish or death resulting from any of b.A "hybrid" auto is defined as an auto with an these. internal combustion engine and one or more 17. EXTENDED CANCELLATION CONDITION electric motors; and that uses the internal Paragraph 2. of the COMMON POLICY combustion engine and one or more electric CONDITIONS - CANCELLATION - applies motors to move the auto, or the internal combustion engine to charge one or more except as follows: electric motors, which move the auto. If we cancel for any reason other than 19. VEHICLE WRAP COVERAGE nonpayment of premium, we will mail or deliver to the first Named Insured written notice of In the event of a total loss to an "auto" for which cancellation at least 60 days before the effective Comprehensive, Specified Causes of Loss, or date of cancellation. Collision coverages are provided under this 18. HYBRID, ELECTRIC, OR NATURAL GAS Coverage Form, then such Physical Damage VEHICLE PAYMENT COVERAGE Coverages are amended to add the following: In addition to the actual cash value of the "auto", In the event of a total loss to a "non-hybrid" auto we will pay up to $1,000 for vinyl vehicle wraps for which Comprehensive, Specified Causes of which are displayed on the covered "auto" at the Loss, or Collision coverages are provided under time of total loss. Regardless of the number of this Coverage Form, then such Physical autos deemed a total loss, the most we will pay Damage Coverages are amended as follows: under this Vehicle Wrap Coverage provision for a.If the auto is replaced with a "hybrid" auto or any one "loss" is $5,000. For purposes of this an auto powered solely by electricity or natural coverage provision, signs or other graphics gas, we will pay an additional 10%, to a painted or magnetically affixed to the vehicle are maximum of$2,500, of the "non-hybrid" auto's not considered vehicle wraps. actual cash value or replacement cost, whichever is less, b.The auto must be replaced and a copy of a bill of sale or new lease agreement received by us within 60 calendar days of the date of"loss," ©2011, The Hartford (Includes copyrighted material Form HA 99 16 03 12 of ISO Properties, Inc., with its permission.) Page 5 of 5 COMMERCIAL GENERAL LIABILITY COVERAGE FORM Various provisions in this policy restrict coverage. (1) The "bodily injury" or"property damage" is Read the entire policy carefully to determine rights, caused by an "occurrence" that takes duties and what is and is not covered. place in the"coverage territory"; Throughout this policy the words "you" and "your" (2) The "bodily injury" or "property damage" refer to the Named Insured shown in the occurs during the policy period; and Declarations, and any other person or organization (3) Prior to the policy period, no insured listed qualifying as a Named Insured under this policy. The under Paragraph 1. of Section II —Who Is words "we", "us" and "our" refer to the stock An Insured and no "employee" authorized insurance company member of The Hartford by you to give or receive notice of an providing this insurance. "occurrence" or claim, knew that the The word "insured" means any person or "bodily injury" or "property damage" had organization qualifying as such under Section II — occurred, in whole or in part. If such a Who Is An Insured. listed insured or authorized "employee" Other words and phrases that appear in quotation knew, prior to the policy period, that the marks have special meaning. Refer to Section V — "bodily injury" or "property damage" Definitions. occurred, then any continuation, change SECTION I—COVERAGES or resumption of such "bodily injury" or "property damage" during or after the COVERAGE A BODILY INJURY AND PROPERTY policy period will be deemed to have been DAMAGE LIABILITY known prior to the policy period. 1. Insuring Agreement c. "Bodily injury" or "property damage" will be a. We will pay those sums that the insured deemed to have been known to have becomes legally obligated to pay as damages occurred at the earliest time when any because of "bodily injury" or "property insured listed under Paragraph 1. of Section II damage" to which this insurance applies. We — Who Is An Insured or any "employee" will have the right and duty to defend the authorized by you to give or receive notice of insured against any "suit" seeking those an "occurrence"or claim: damages. However, we will have no duty to (1) Reports all, or any part, of the "bodily defend the insured against any "suit" seeking injury" or "property damage" to us or any damages for "bodily injury" or "property other insurer; damage" to which this insurance does not (2) Receives a written or verbal demand or apply. We may, at our discretion, investigate claim for damages because of the "bodily any"occurrence"and settle any claim or"suit" injury" or"property damage"; or that may result. But: (3) Becomes aware by any other means that (1) The amount we will pay for damages is "bodily injury" or "property damage" has limited as described in Section III — Limits occurred or has begun to occur. Of Insurance; and d. Damages because of "bodily injury" include (2) Our right and duty to defend ends when damages claimed by any person or we have used up the applicable limit of insurance in the payment of judgments or organization for care, loss of services or death resulting at any time from the "bodily settlements under Coverages A or B or injury". medical expenses under Coverage C. No other obligation or liability to pay sums or e. Incidental Medical Malpractice And Good Samaritan Coverage perform acts or services is covered unless explicitly provided for under Supplementary "Bodily injury" arising out of the rendering of Payments—Coverages A and B. or failure to render the following health care services by any "employee" or "volunteer b. This insurance applies to "bodily injury" and worker" shall be deemed to be caused by an "property damage"only if: "occurrence"for: HG 00 01 09 16 Page 1 of 21 ©2016 The Hartford (Includes copyrighted material of Insurance Services Office, Inc. with its permission.) (1) Professional health care services such as: (a) Liability to such party for, or for the (a) Medical, surgical, dental, laboratory, x cost of, that party's defense has also ray or nursing services or treatment, been assumed in the same "insured advice or instruction, or the related contract"; and furnishing of food or beverages; (b) Such attorney fees and litigation (b) Any health or therapeutic service, expenses are for defense of that party treatment, advice or instruction; or against a civil or alternative dispute resolution proceeding in which (c) The furnishing or dispensing of drugs damages to which this insurance or medical, dental, or surgical supplies applies are alleged. or appliances; or (2) First aid services, which include: c. Liquor Liability "Bodily injury" or"property damage" for which (a) Cardiopulmonary resuscitation, any insured may be held liable by reason of: whether performed manually or with a defibrillator; or (1) Causing or contributing to the intoxication (b) Services performed as a Good of any person; Samaritan. (2) The furnishing of alcoholic beverages to a person under the legal drinking age or For the purpose of determining the limits of under the influence of alcohol; or insurance, any act or omission together with all related acts or omissions in the furnishing (3) Any statute, ordinance or regulation of these services to any one person will be relating to the sale, gift, distribution or use considered one"occurrence". of alcoholic beverages. However, this Incidental Medical Malpractice This exclusion applies even if the claims And Good Samaritan Coverage provision against any insured allege negligence or applies only if you are not engaged in the other wrongdoing in: business or occupation of providing any of the (a) The supervision, hiring, employment, services described in this provision. training or monitoring of others by that 2. Exclusions insured; or This insurance does not apply to: (b) Providing or failing to provide transportation with respect to any a. Expected Or Intended Injury person that may be under the influence "Bodily injury" or"property damage" expected of alcohol; or intended from the standpoint of the if the "occurrence" which caused the "bodily insured. This exclusion does not apply to injury" or "property dams e" resultinginjury" or "property damage", involved that "bodily g which is described in Paragraph (1), (2) or(3) from the use of reasonable force to protect above. persons or property. b. Contractual Liability However, this exclusion applies only if you are in the business of manufacturing, "Bodily injury" or"property damage" for which distributing, selling, serving or furnishing the insured is obligated to pay damages by alcoholic beverages. For the purposes of this reason of the assumption of liability in a exclusion, permitting a person to bring contract or agreement. This exclusion does alcoholic beverages on your premises, for not apply to liability for damages: consumption on your premises, whether or (1) That the insured would have in the not a fee is charged or a license is required absence of the contract or agreement; or for such activity, is not by itself considered the (2) Assumed in a contract or agreement that business of selling, serving or furnishing alcoholic beverages. is an "insured contract", provided the "bodily injury" or "property damage" d. Workers' Compensation And Similar Laws occurs subsequent to the execution of the Any obligation of the insured under a workers' contract or agreement. Solely for the compensation, disability benefits or purposes of liability assumed in an unemployment compensation law or any "insured contract", reasonable attorney similar law. fees and necessary litigation expenses e. Employer's Liability incurred by or for a party other than an "Bodilyinjury"to: insured are deemed to be damages because of "bodily injury" or "property (1) An "employee"of the insured arising out of damage", provided: and in the course of: Page 2 of 21 HG 00 01 09 16 (a) Employment by the insured; or the handling, storage, disposal, (b) Performing duties related to the processing or treatment of waste; conduct of the insured's business; or (c) Which are or were at any time (2) The spouse, child, parent, brother or sister transported, handled, stored, treated, of that "employee" as a consequence of disposed of, or processed as waste by Paragraph (1) above. or for: This exclusion applies: (i) Any insured; or (1) Whether the insured may be liable as an (ii) Any person or organization for employer or in any other capacity; and whom you may be legally (2) To any obligation to share damages with responsible; or repay someone else who must pay (d) At or from any premises, site or damages because of the injury. location on which any insured or any contractors or subcontractors working This exclusion does not apply to liability assumed bythe insured under an "insured directly or indirectly on any insured's behalf are performing operations if the contract". "pollutants" are brought on or to the f. Pollution premises, site or location in connection (1) "Bodily injury" or "property damage" with such operations by such insured, arising out of the actual, alleged or contractor or subcontractor. However, threatened discharge, dispersal, seepage, this subparagraph does not apply to: migration, release or escape of (i) "Bodily injury" or"property damage" "pollutants": arising out of the escape of fuels, (a) At or from any premises, site or lubricants or other operating fluids location which is or was at any time which are needed to perform the owned or occupied by, or rented or normal electrical, hydraulic or loaned to, any insured. However, this mechanical functions necessary for subparagraph does not apply to: the operation of"mobile equipment" (i) "Bodily injury" if sustained within a or its parts, if such fuels, lubricants or other operating fluids escape building and caused by smoke, fumes, vapor or soot produced by from a vehicle part designed to or originating from equipment that hold, store or receive them. This exception does not apply if the is used to heat, cool or dehumidify "bodily injury" or"property damage" the building, or equipment that is arises out of the intentional used to heat water for personal use, by the building's occupants or discharge, dispersal or release of their guests; the fuels, lubricants or other operating fluids, or if such fuels, (ii) "Bodily injury" or"property damage" lubricants or other operating fluids for which you may be held liable, if are brought on or to the premises, you are a contractor and the owner site or location with the intent that or lessee of such premises, site or they be discharged, dispersed or location has been added to your released as part of the operations policy as an additional insured with being performed by such insured, respect to your ongoing operations contractor or subcontractor; performed for that additional (ii) "Bodilyinjury" "property or" ert damage" insured at that premises, site or y p p il g sustained within a building and location and such premises, site or location is not and never was caused by the release of gases, owned or occupied by, or rented or fumes or vapors from materials brought into that building in loaned to, any insured, other than that additional insured; connection with operations being performed by you or on your behalf (iii) "Bodily injury" or"property damage" by a contractor or subcontractor; or arising out of heat, smoke or fumes (iii) "Bodilyinjury" "property or" ro damage" from a "hostile fire"; y p p e arising out of heat, smoke or fumes (b) At or from any premises, site or from a"hostile fire"; or location which is or was at any time (e) At or from any premises, site or used by or for any insured or others for location on which any insured or any contractors or subcontractors working HG 00 01 09 16 Page 3 of 21 directly or indirectly on any insured's to, premises you own or rent, provided the behalf are performing operations if the "auto" is not owned by or rented or loaned operations are to test for, monitor, to you or the insured; clean up, remove, contain, treat, (4) Liability assumed under any "insured detoxify or neutralize, or in any way contract" for the ownership, maintenance respond to, or assess the effects of, or use of aircraft or watercraft; "pollutants". (6) "Bodily injury" or "property damage" (2) Any loss, cost or expense arising out of arising out of: any: (a) The operation of machinery or (a) Request, demand, order or statutory or equipment that is attached to, or part regulatory requirement that any of, a land vehicle that would qualify insured or others test for, monitor, under the definition of "mobile clean up, remove, contain, treat, equipment" if it were not subject to a detoxify or neutralize, or in any way compulsory or financial responsibility respond to, or assess the effects of, law or other motor vehicle insurance "pollutants"; or law where it is licensed or principally (b) Claim or suit by or on behalf of a garaged; or governmental authority for damages (b) The operation of any of the machinery because of testing for, monitoring, or equipment listed in Paragraph f.(2) cleaning up, removing, containing, or f.(3) of the definition of "mobile treating, detoxifying or neutralizing, or equipment"; or in any way responding to, or assessing the effects of, "pollutants". (6) An aircraft that is not owned by any insured and is hired, chartered or loaned However, this paragraph does not apply to with a paid crew. However, this exception liability for damages because of "property does not apply if the insured has any other damage" that the insured would have in insurance for such "bodily injury" or the absence of such request, demand, "property damage", whether the other order or statutory or regulatory insurance is primary, excess, contingent requirement, or such claim or "suit" by or or on any other basis. on behalf of a governmental authority. h. Mobile Equipment g. Aircraft, Auto Or Watercraft "Bodily injury" or "property damage" arising "Bodily injury" or "property damage" arising out of: out of the ownership, maintenance, use or entrustment to others of any aircraft, "auto" or (1) The transportation of "mobile equipment" watercraft owned or operated by or rented or by an "auto" owned or operated by or loaned to any insured. Use includes operation rented or loaned to any insured; or and "loading or unloading". (2) The use of"mobile equipment" in, or while This exclusion applies even if the claims in practice for, or while being prepared for, against any insured allege negligence or any prearranged racing, speed, other wrongdoing in the supervision, hiring, demolition, or stunting activity. employment, training or monitoring of others i. War by that insured, if the "occurrence" which "Bodily injury" or"property damage", however caused the "bodily injury" or "property caused, arising, directly or indirectly, out of: damage" involved the ownership, maintenance, use or entrustment to others of (1) War, including undeclared or civil war; any aircraft, "auto" or watercraft that is owned (2) Warlike action by a military force, including or operated by or rented or loaned to any action in hindering or defending against an insured. actual or expected attack, by any This exclusion does not apply to: government, sovereign or other authority using military personnel or other agents; (1) A watercraft while ashore on premises you or own or rent; (3) Insurrection, rebellion, revolution, usurped (2) A watercraft you do not own that is: power, or action taken by governmental (a) Less than 51 feet long; and authority in hindering or defending against (b) Not being used to carry persons for a any of these. charge; j. Damage To Property (3) Parking an "auto" on, or on the ways next "Property damage"to: Page 4 of 21 HG 00 01 09 16 (1) Property you own, rent, or occupy, This exclusion does not apply if the damaged including any costs or expenses incurred work or the work out of which the damage by you, or any other person, organization arises was performed on your behalf by a or entity, for repair, replacement, subcontractor. enhancement, restoration or maintenance m. Damage To Impaired Property Or Property of such property for any reason, including Not Physically Injured prevention of injury to a person or damage to another's property; "Property damage" to "impaired property" or property that has not been physically injured, (2) Premises you sell, give away or abandon, arising out of: if the "property damage" arises out of any part of those premises; (1) A defect, deficiency, inadequacy or dangerous condition in "your product" or (3) Property loaned to you; "your work"; or (4) Personal property in the care, custody or (2) A delay or failure by you or anyone acting control of the insured; on your behalf to perform a contract or (5) That particular part of real property on agreement in accordance with its terms. which you or any contractors or This exclusion does not apply to the loss of subcontractors use of other property arising out of sudden working directly or indirectly on your behalf and accidental physical injury to "your are performing operations, if the "property product" or "your work" after it has been put damage"arises out of those operations; or to its intended use. (6) That particular part of any property that n. Recall Of Products,Work Or Impaired must be restored, repaired or replaced Property because "your work" was incorrectly performed on it. Damages claimed for any loss, cost or expense incurred by you or others for the loss Paragraphs (1), (3) and (4) of this exclusion of use, withdrawal, recall, inspection, repair, do not apply to "property damage" (other than replacement, adjustment, removal or disposal damage by fire) to premises, including the of: contents of such premises, rented to you for a period of seven or fewer consecutive days. A (1) "Your product"; separate limit of insurance applies to Damage (2) "Your work"; or To Premises Rented To You as described in (3) "Impaired property"; Section III—Limits Of Insurance. if such product, work, or property is withdrawn Paragraph (2) of this exclusion does not apply or recalled from the market or from use by if the premises are "your work" and were any person or organization because of a never occupied, rented or held for rental by known or suspected defect, deficiency, you. inadequacy or dangerous condition in it. Paragraphs (3) and (4) of this exclusion do o. Personal And Advertising Injury not apply to "property damage" arising from the use of elevators. "Bodily injury" arising out of "personal and advertising injury". Paragraphs (3), (4), (5) and (6) of this p, Access or Disclosure Of Confidential Or exclusion do not apply to liability assumed Personal Information And Data-related under a sidetrack agreement. Liability Paragraphs (3) and (4) of this exclusion do not apply to "property damage" to borrowed Damages arising out of: equipment while not being used to perform (1) Any access to or disclosure of any operations at the job site. person's or organization's confidential or Paragraph (6) of this exclusion does not apply personal information, including patents, to "property damage" included in the trade secrets, processing methods, "products-completed operations hazard". customer lists, financial information, credit card information, health information or any k. Damage To Your Product other type of nonpublic information; or "Property damage" to "your product" arising (2) The loss of, loss of use of, damage to, out of it or any part of it. corruption of, inability to access, or I. Damage To Your Work inability to manipulate electronic data. "Property damage" to "your work" arising out This exclusion applies even if damages are of it or any part of it and included in the claimed for notification costs, credit "products-completed operations hazard". monitoring expenses, forensic expenses, HG 00 01 09 16 Page 5 of 21 public relations expenses or any other loss, assess the effects of an "asbestos cost or expense incurred by you or others hazard"; or arising out of that which is described in (c) Arise out of any claim or suit for Paragraph (1) or(2)above. damages because of testing for, However, unless Paragraph (1) above monitoring, cleaning up, removing, applies, this exclusion does not apply to encapsulating, containing, treating, damages because of"bodily injury". detoxifying or neutralizing or in any As used in this exclusion, electronic data way responding to or assessing the means information, facts or programs stored effects of an "asbestos hazard". as or on, created or used on, or transmitted to s. Recording And Distribution Of Material Or or from computer software, including systems Information In Violation Of Law and applications software, hard or floppy "Bodily injury" or "property damage" arising disks, CD-ROMS, tapes, drives, cells, data directly or indirectly out of any action or processing devices or any other media which omission that violates or is alleged to violate: are used with electronically controlled equipment. (1) The Telephone Consumer Protection Act (TCPA), including any amendment of or q. Employment-Related Practices addition to such law; "Bodily injury"to: (2) The CAN-SPAM Act of 2003, including (1) A person arising out of any "employment— any amendment of or addition to such law; related practices"; or (3) The Fair Credit Reporting Act(FCRA), and (2) The spouse, child, parent, brother or sister any amendment of or addition to such law, of that person as a consequence of"bodily including the Fair and Accurate Credit injury" to that person at whom any Transaction Act(FACTA); or "employment-related practices" are (4) Any federal, state or local statute, directed. ordinance or regulation, other than the This exclusion applies: TCPA or CAN-SPAM Act of 2003 or FCRA (1) Whether the injury-causing event and their amendments and additions, that described in the definition of"employment- addresses, prohibits or limits the printing, related practices" occurs before dissemination, disposal, collecting, employment, during employment or after recording, sending, transmitting, employment of that person; communicating or distribution of material (2) Whether the insured may be liable as an or information. employer or in any other capacity; and Damage To Premises Rented To You — Exception For Damage By Fire, Lightning Or (3) To any obligation to share damages with Explosion or repay someone else who must pay damages because of the injury. Exclusions c. through h. and j. through n. do not r. Asbestos apply to damage by fire, lightning or explosion to premises while rented to you or temporarily (1) "Bodily injury" or "property damage" occupied by you with permission of the owner. A arising out of the"asbestos hazard". separate limit of insurance applies to this (2) Any damages, judgments, settlements, coverage as described in Section III — Limits Of loss, costs or expenses that: Insurance. (a) May be awarded or incurred by reason COVERAGE B PERSONAL AND ADVERTISING of any claim or suit alleging actual or INJURY LIABILITY threatened injury or damage of any 1. Insuring Agreement nature or kind to persons or property a. We will pay those sums that the insured which would not have occurred in becomes legally obligated to pay as damages whole or in part but for the "asbestos because of "personal and advertising injury" hazard"; to which this insurance applies. We will have (b) Arise out of any request, demand, the right and duty to defend the insured order or statutory or regulatory against any "suit" seeking those damages. requirement that any insured or others However, we will have no duty to defend the test for, monitor, clean up, remove, insured against any "suit" seeking damages encapsulate, contain, treat, detoxify or for "personal and advertising injury" to which neutralize or in any way respond to or this insurance does not apply. We may, at our Page 6 of 21 HG 00 01 0916 discretion, investigate any offense and settle use another's "advertising idea" in your any claim or"suit"that may result. But: "advertisement". (1) The amount we will pay for damages is g. Quality Or Performance Of Goods — limited as described in Section III — Limits Failure To Conform To Statements Of Insurance; and "Personal and advertising injury" arising out of (2) Our right and duty to defend end when we the failure of goods, products or services to have used up the applicable limit of conform with any statement of quality or insurance in the payment of judgments or performance made in your"advertisement". settlements under Coverages A or B or h. Wrong Description Of Prices medical expenses under Coverage C. "Personal and advertising injury"arising out of No other obligation or liability to pay sums or the wrong description of the price of goods, perform acts or services is covered unless products or services. explicitly provided for under Supplementary Payments—Coverages A and B. i. Infringement Of Intellectual Property Rights b. This insurance applies to "personal and advertising injury" caused by an offense (1) "Personal and advertising injury" arising arising out of your business but only if the out of any actual or alleged infringement offense was committed in the "coverage or violation of any intellectual property territory" during the policy period. rights such as copyright, patent, trademark, trade name, trade secret, trade 2. Exclusions dress, service mark or other designation This insurance does not apply to: of origin or authenticity; or a. Knowing Violation Of Rights Of Another (2) Any injury or damage alleged in any clam "Personal and advertising injury"arising out of or "suit" that also alleges an infringement an offense committed by, at the direction or or violation of any intellectual property with the consent or acquiescence of the right, whether such allegation of insured with the expectation of inflicting infringement or violation is made by you or "personal and advertising injury". by any other party involved in the claim or "suit", regardless of whether this b. Material Published With Knowledge Of insurance would otherwise apply. Falsity However, this exclusion does not apply if the "Personal and advertising injury"arising out of oral, only allegation in the claim or "suit" involving written or electronic publication, in any any intellectual property right is limited to: manner, of material, if done by or at the direction of the insured with knowledge of its (1) Infringement, in your"advertisement", of: falsity. (a) Copyright; c. Material Published Prior To Policy Period (b) Slogan; or "Personal and advertising injury"arising out of (c) Title of any literary or artistic work; or oral, written or electronic publication, in any (2) Copying, in your "advertisement", a manner, of material whose first publication person's or organization's "advertising took place before the beginning of the policy idea"or style of"advertisement". period. j. Insureds In Media And Internet Type d. Criminal Acts Businesses "Personal and advertising injury"arising out of "Personal and advertising injury" committed a criminal act committed by or at the direction by an insured whose business is: of the insured. (1) Advertising, broadcasting, publishing or e. Contractual Liability telecasting; "Personal and advertising injury"for which the (2) Designing or determining content of web insured has assumed liability in a contract or sites for others; or agreement. This exclusion does not apply to (3) An Internet search, access, content or liability for damages that the insured would have in the absence of the contract or service provider. agreement. However, this exclusion does not apply to f. Breach Of Contract Paragraphs a., b. and c. of the definition of "personal and advertising injury" under the "Personal and advertising injury"arising out of a Definitions Section. breach of contract, except an implied contract to HG00010916 Page7of21 For the purposes of this exclusion, the placing "Personal and advertising injury" arising out of frames, borders or links, or advertising, for of: you or others anywhere on the Internet, is not (1) An "advertisement"for others on your web by itself, considered the business of site; advertising, broadcasting, publishing or telecasting. (2) Placing a link to a web site of others on k. Electronic Chatrooms Or Bulletin Boards your web site; (3) Content, including information, sounds, "Personal and advertising injury"arising out of text, graphics, or images from a web site an electronic chatroom or bulletin board the of others displayed within a frame or insured hosts, owns, or over which the border on your web site; or insured exercises control. I. Unauthorized Use Of Another's Name Or (4) Computer code, software or programming used to enable: Product (a) Your web site; or "Personal and advertising injury"arising out of the unauthorized use of another's name or (b) The presentation or functionality of an product in your e-mail address, domain name "advertisement" or other content on or metatags, or any other similar tactics to your web site. mislead another's potential customers. q. Right Of Privacy Created By Statute m. Pollution "Personal and advertising injury" arising out of "Personal and advertising injury"arising out of the violation of a person's right of privacy the actual, alleged or threatened discharge, created by any state or federal act. dispersal, seepage, migration, release or However, this exclusion does not apply to escape of"pollutants" at any time. liability for damages that the insured would n. Pollution-Related have in the absence of such state or federal act. Any loss, cost or expense arising out of any: r. Violation Of Anti-Trust law (1) Request, demand, order or statutory or regulatory requirement that any insured or "Personal and advertising injury" arising out of others test for, monitor, clean up, remove, a violation of any anti-trust law. contain, treat, detoxify or neutralize, or in s. Securities any way respond to, or assess the effects "Personal and advertising injury"arising out of of, "pollutants"; or the fluctuation in price or value of any stocks, (2) Claim or suit by or on behalf of a bonds or other securities. governmental authority for damages t. Recording And Distribution Of Material Or because of testing for, monitoring, Information In Violation Of Law cleaning up, removing, containing, treating, detoxifying or neutralizing, or in "Personal and advertising injury" arising any way responding to, or assessing the directly or indirectly out of any action or effects of, "pollutants". omission that violates or is alleged to violate: o. War (1) The Telephone Consumer Protection Act (TCPA), including any amendment of or "Personal and advertising injury", however addition to such law; caused, arising, directly or indirectly, out of: (2) The CAN-SPAM Act of 2003, including (1) War, including undeclared or civil war; any amendment of or addition to such law; (2) Warlike action by a military force, including (3) The Fair Credit Reporting Act(FCRA), and action in hindering or defending against an any amendment of or addition to such law, actual or expected attack, by any including the Fair and Accurate Credit government, sovereign or other authority Transaction Act(FACTA); or using military personnel or other agents; (4) Any federal, state or local statute, or ordinance or regulation, other than the (3) Insurrection, rebellion, revolution, usurped TCPA or CAN-SPAM Act of 2003 or FCRA power, or action taken by governmental and their amendments and additions, that authority in hindering or defending against addresses, prohibits or limits the printing, any of these. dissemination, disposal, collecting, p. Internet Advertisements And Content Of recording, sending, transmitting, Others communicating or distribution of material or information. Page 8 of 21 HG 00 01 09 16 u. Employment-Related Practices information or any other type of nonpublic information. "Personal and advertising injury"to: (1) A person arising out of any "employment— This exclusion applies even if damages are related practices"; or claimed for notification costs, credit monitoring expenses, forensic expenses, (2) The spouse, child, parent, brother or sister public relations expenses or any other loss, of that person as a consequence of cost or expense incurred by you or others "personal and advertising injury" to that arising out of any access to or disclosure of person at whom any "employment-related any person's or organization's confidential or practices"are directed. personal information. This exclusion applies: COVERAGE C MEDICAL PAYMENTS (1) Whether the injury-causing event 1. Insuring Agreement described in the definition of"employment- a. We will pay medical expenses as described related practices" occurs before below for "bodily injury" caused by an employment, during employment or after accident: employment of that person; (1) On premises you own or rent; (2) Whether the insured may be liable as an (2) On ways next to premises you own or employer or in any other capacity; and rent; or (3) To any obligation to share damages with (3) Because of your operations; or repay someone else who must pay damages because of the injury. provided that: v. Asbestos (1) The accident takes place in the "coverage (1) "Personal and advertising injury" arising territory" and during the policy period; out of the"asbestos hazard". (2) The expenses are incurred and reported (2) Any damages, judgments, settlements, to us within three years of the date of the loss, costs or expenses that: accident; and (a) May be awarded or incurred by reason (3) The injured person submits to of any claim or suit alleging actual or examination, at our expense, by threatened injury or damage of any physicians of our choice as often as we nature or kind to persons or property reasonably require. which would not have occurred in b. We will make these payments regardless of whole or in part but for the "asbestos fault. These payments will not exceed the hazard"; applicable limit of insurance. We will pay (b) Arise out of any request, demand, reasonable expenses for: order or statutory or regulatory (1) First aid administered at the time of an requirement that any insured or others accident; test for, monitor, clean up, remove, (2) Necessary medical, surgical, X-ray and encapsulate, contain, treat, detoxify or dental services, including prosthetic neutralize or in any way respond to or devices; and assess the effects of an "asbestos (3) Necessary ambulance, hospital, hazard"; or professional nursing and funeral services. (c) Arise out of any claim or suit for 2. Exclusions damages because of testing for, monitoring, cleaning up, removing, We will not pay expenses for"bodily injury": encapsulating, containing, treating, a. Any Insured detoxifying or neutralizing or in any To any insured, except"volunteer workers". way responding to or assessing the effects of an "asbestos hazard". b. Hired Person w. Access Or Disclosure Of Confidential Or To a person hired to do work for or on behalf Personal Information of any insured or a tenant of any insured. "Personal and advertising injury"arising out of c. Injury On Normally Occupied Premises any access to or disclosure of any person's or To a person injured on that part of premises organization's confidential or personal you own or rent that the person normally information, including patents, trade secrets, occupies. processing methods, customer lists, financial d. Workers Compensation And Similar Laws information, credit card information, health To a person, whether or not an "employee" of HG 00 01 09 16 Page 9 of 21 any insured, if benefits for the"bodily injury" are party to the "suit", we will defend that indemnitee payable or must be provided under a workers' if all of the following conditions are met: compensation or disability benefits law or a a. The "suit" against the indemnitee seeks similar law. damages for which the insured has assumed e. Athletics Activities the liability of the indemnitee in a contract or To a person injured while practicing, agreement that is an "insured contract"; instructing or participating in any physical b. This insurance applies to such liability exercises or games, sports, or athletic assumed by the insured; contests. c. The obligation to defend, or the cost of the f. Products-Completed Operations Hazard defense of, that indemnitee, has also been Included within the "products-completed assumed by the insured in the same "insured operations hazard". contract"; g. Coverage A Exclusions d. The allegations in the "suit" and the information we know about the "occurrence" Excluded under Coverage A. are such that no conflict appears to exist SUPPLEMENTARY PAYMENTS — COVERAGES between the interests of the insured and the A AND B interests of the indemnitee; 1. We will pay, with respect to any claim we e. The indemnitee and the insured ask us to investigate or settle, or any "suit" against an conduct and control the defense of that insured we defend: indemnitee against such "suit" and agree that a. All expenses we incur. we can assign the same counsel to defend b. Up to $1,000 for cost of bail bonds required the insured and the indemnitee; and because of accidents or traffic law violations f. The indemnitee: arising out of the use of any vehicle to which (1) Agrees in writing to: the Bodily Injury Liability Coverage applies. (a) Cooperate with us in the investigation, We do not have to furnish these bonds. settlement or defense of the"suit"; c. The cost of appeal bonds or bonds to release (b) Immediately send us copies of any attachments, but only for bond amounts demands, notices, summonses or legal within the applicable limit of insurance. We do papers received in connection with the not have to furnish these bonds. "suit"; d. All reasonable expenses incurred by the (c) Notify any other insurer whose insured at our request to assist us in the coverage is available to the investigation or defense of the claim or"suit", indemnitee; and including actual loss of earnings up to $500 a day because of time off from work. (d) Cooperate with us with respect to coordinating other applicable e. All court costs taxed against the insured in insurance available to the indemnitee; the "suit". However, such costs do not and include attorneys' fees, attorneys' expenses, witness or expert fees, or any other expenses (2) Provides us with written authorization to: of a party taxed to the insured. (a) Obtain records and other information f. Prejudgment interest awarded against the related to the"suit"; and insured on that part of the judgment we pay. If (b) Conduct and control the defense of the we make an offer to pay the applicable limit of indemnitee in such "suit". insurance, we will not pay any prejudgment So long as the above conditions are met, interest based on that period of time after the attorneys' fees incurred by us in the defense of offer. that indemnitee, g. All interest on the full amount of any judgment necessary litigation expenses incurred by us and that accrues after entry of the judgment and necessary litigation expenses incurred by the before we have paid, offered to pay, or indemnitee at our request will be paid as deposited in court the part of the judgment Supplementary Payments. Notwithstanding the that is within the applicable limit of insurance. provisions of Paragraph 2.b.(2) of Section I — These payments will not reduce the limits of Coverage A — Bodily Injury And Property insurance. Damage Liability, such payments will not be deemed to be damages for "bodily injury" and 2. If we defend an insured against a "suit" and an indemnitee of the insured is also named as a "property damage" and will not reduce the limits of insurance. Page 10 of 21 HG 00 01 09 16 Our obligation to defend an insured's indemnitee liability company), to a co-"employee" and to pay for attorneys' fees and necessary while in the course of his or her litigation expenses as Supplementary Payments employment or performing duties ends when: related to the conduct of your a. We have used up the applicable limit of business, or to your other "volunteer insurance in the payment of judgments or workers" while performing duties settlements; or related to the conduct of your business; b. The conditions set forth above, or the terms of the agreement described in Paragraph f. (b) To the spouse, child, parent, brother or above, are no longer met. sister of that co-"employee" or that SECTION II—WHO IS AN INSURED "volunteer worker" as a consequence of Paragraph (1)(a)above; 1. If you are designated in the Declarations as: (c) For which there is any obligation to a. An individual, you and your spouse are share damages with or repay someone insureds, but only with respect to the conduct else who must pay damages because of a business of which you are the sole of the injury described in Paragraphs owner. (1)(a)or(1)(b)above; or b. A partnership or joint venture, you are an (d) Arising out of his or her providing or insured. Your members, your partners, and failing to provide professional health their spouses are also insureds, but only with care services. respect to the conduct of your business. If you are not in the business of providing c. A limited liability company, you are an professional health care services: insured. Your members are also insureds, but (a) Subparagraphs (1)(a), (1)(b) and (1)(c) only with respect to the conduct of your above do not apply to any "employee" business. Your managers are insureds, but or"volunteer worker" providing first aid only with respect to their duties as your services; and managers. (b) Subparagraph (1)(d) above does not d. An organization other than a partnership,joint apply to any nurse, emergency medical venture or limited liability company, you are technician or paramedic employed by an insured. Your "executive officers" and you to provide such services. directors are insureds, but only with respect to their duties as your officers or directors. Your (2) "Property damage"to property: stockholders are also insureds, but only with (a) Owned, occupied or used by, respect to their liability as stockholders. (b) Rented to, in the care, custody or e. A trust, you are an insured. Your trustees are control of, or over which physical also insureds, but only with respect to their control is being exercised for any duties as trustees. purpose by 2. Each of the following is also an insured: you, any of your "employees", "volunteer a. Employees And Volunteer Workers workers", any partner or member (if you are a partnership or joint venture), or any Your "volunteer workers" only while performing duties related to the conduct of member (if you are a limited liability p g company). your business, or your "employees", other than either your"executive officers" (if you are b. Real Estate Manager an organization other than a partnership, joint Any person (other than your "employee" or venture or limited liability company) or your "volunteer worker"), or any organization while managers (if you are a limited liability acting as your real estate manager. company), but only for acts within the scope c. Temporary Custodians Of Your Property of their employment by you or while performing duties related to the conduct of Any person or organization having proper your business. temporary custody of your property if you die, but only: However, none of these "employees" or "volunteer workers"are insureds for: (1) With respect to liability arising out of the maintenance or use of that property; and (1) "Bodily injury"or"personal and advertising (2) Until your legal representative has been injury": appointed. (a) To you, to your partners or members (if you are a partnership or joint venture), d. Legal Representative If You Die to your members (if you are a limited Your legal representative if you die, but only HG 00 01 09 16 Page 11 of 21 with respect to duties as such. That 5. Additional Insureds When Required By representative will have all your rights and Written Contract, Written Agreement Or duties under this Coverage Part. Permit e. Unnamed Subsidiary The following person(s) or organization(s) are an Any subsidiary, and subsidiary thereof, of additional insured when you have agreed, in a yours which is a legally incorporated entity of written contract, written agreement or because of which you own a financial interest of more a permit issued by a state or political subdivision, than 50% of the voting stock on the effective that such person or organization be added as an date of the Coverage Part. additional insured on your policy, provided the injury or damage occurs subsequent to the The insurance afforded herein for any execution of the contract or agreement. subsidiary not named in this Coverage Part as a named insured does not apply to injury A person or organization is an additional insured or damage with respect to which such insured under this provision only for that period of time is also a named insured under another policy required by the contract or agreement. or would be a named insured under such However, no such person or organization is an policy but for its termination or the exhaustion insured under this provision if such person or of its limits of insurance. organization is included as an insured by an 3. Newly Acquired Or Formed Organization endorsement issued by us and made a part of Any organization you newly acquire or form, this Coverage Part. other than a partnership, joint venture or limited a. Vendors liability company, and over which you maintain Any person(s) or organization(s) (referred to financial interest of more than 50% of the voting below as vendor), but only with respect to stock, will qualify as a Named Insured if there is "bodily injury" or "property damage" arising no other similar insurance available to that out of"your products" which are distributed or organization. However: sold in the regular course of the vendor's a. Coverage under this provision is afforded only business and only if this Coverage Part until the 180th day after you acquire or form provides coverage for "bodily injury" or the organization or the end of the policy "property damage" included within the period, whichever is earlier; "products-completed operations hazard". b. Coverage A does not apply to "bodily injury" (1) The insurance afforded the vendor is or "property damage" that occurred before subject to the following additional you acquired or formed the organization; and exclusions: c. Coverage B does not apply to "personal and This insurance does not apply to: advertising injury" arising out of an offense (a) "Bodily injury" or"property damage"for committed before you acquired or formed the which the vendor is obligated to pay organization. damages by reason of the assumption 4. Nonowned Watercraft of liability in a contract or agreement. This exclusionto With respect to watercraft you do not own that is less than 51 feet long and is not being used to liability forrdamages does not apply that the vendor would have in the absence of the carry persons for a charge, any person is an contract or agreement; insured while operating such watercraft with your permission. Any other person or organization (b) Any express warranty unauthorized by responsible for the conduct of such person is you; also an insured, but only with respect to liability (c) Any physical or chemical change in the arising out of the operation of the watercraft, and product made intentionally by the only if no other insurance of any kind is available vendor; to that person or organization for this liability. (d) Repackaging, except when unpacked However, no person or organization is an insured solely for the purpose of inspection, with respect to: demonstration, testing, or the a. "Bodily injury" to a co-employee" of the substitution of parts under instructions person operating the watercraft; or from the manufacturer, and then b. "Property damage" to property owned by, repackaged in the original container; rented to, in the charge of or occupied by you (e) Any failure to make such inspections, or the employer of any person who is an adjustments, tests or servicing as the insured under this provision. vendor has agreed to make or normally Page 12 of 21 HG 00 01 09 16 undertakes to make in the usual This insurance does not apply to: course of business, in connection with 1. Any "occurrence" which takes place after the distribution or sale of the products; you cease to lease that land; or (f) Demonstration, installation, servicing 2. Structural alterations, new construction or or repair operations, except such demolition operations performed by or on operations performed at the vendor's behalf of such person or organization. premises in connection with the sale of the product; d. Architects, Engineers Or Surveyors (g) Products which, after distribution or Any architect, engineer, or surveyor, but only sale by you, have been labeled or with respect to liability for "bodily injury", relabeled or used as a container, part "property damage" or "personal and or ingredient of any other thing or advertising injury" caused, in whole or in part, substance by or for the vendor; or by your acts or omissions or the acts or omissions of those acting on your behalf: (h) "Bodily injury" or "property damage" arising out of the sole negligence of the (1) In connection with your premises; or vendor for its own acts or omissions or (2) In the performance of your ongoing those of its employees or anyone else operations performed by you or on your acting on its behalf. However, this behalf. exclusion does not apply to: With respect to the insurance afforded these (i)The exceptions contained in Sub- additional insureds, the following additional paragraphs (d)or(f); or exclusion applies: (ii) Such inspections, adjustments, This insurance does not apply to "bodily tests or servicing as the vendor has injury", "property damage" or "personal and agreed to make or normally advertising injury" arising out of the rendering undertakes to make in the usual of or the failure to render any professional course of business, in connection services by or for you, including: with the distribution or sale of the 1. The preparing, approving, or failing to products. prepare or approve, maps, shop drawings, (2) This insurance does not apply to any opinions, reports, surveys, field orders, insured person or organization, from change orders or drawings and whom you have acquired such products, specifications; or or any ingredient, part or container, 2. Supervisory, inspection, architectural or entering into, accompanying or containing engineering activities. such products. This exclusion applies even if the claims b. Lessors Of Equipment against any insured allege negligence or (1) Any person(s) or organization(s) from other wrongdoing in the supervision, hiring, whom you lease equipment; but only with employment, training or monitoring of others respect to their liability for "bodily injury", by that insured, if the "occurrence" which "property damage" or "personal and caused the "bodily injury" or "property advertising injury" caused, in whole or in damage", or the offense which caused the part, by your maintenance, operation or "personal and advertising injury", involved the use of equipment leased to you by such rendering of or the failure to render any person(s) or organization(s). professional services by or for you. (2) With respect to the insurance afforded to e. Permits Issued By State Or Political these additional insureds this insurance Subdivisions does not apply to any "occurrence" which Any state or political subdivision, but only with takes place after the equipment lease respect to operations performed by you or on expires. your behalf for which the state or political c. Lessors Of Land Or Premises subdivision has issued a permit. Any person or organization from whom you With respect to the insurance afforded these lease land or premises, but only with respect additional insureds, this insurance does not to liability arising out of the ownership, apply to: maintenance or use of that part of the land or (1) "Bodily injury", "property damage" or premises leased to you. "personal and advertising injury" arising With respect to the insurance afforded these out of operations performed for the state additional insureds the following additional or municipality; or exclusions apply: HG 00 01 09 16 Page 13 of 21 (2) "Bodily injury" or "property damage" by that insured, if the "occurrence" which included within the "products-completed caused the "bodily injury" or "property operations hazard". damage", or the offense which caused the f. Any Other Party "personal and advertising injury", involved the rendering of or the failure to render any Any other person or organization who is not professional services by or for you. an additional insured under Paragraphs a. through e. above, but only with respect to The limits of insurance that apply to additional liability for "bodily injury", "property damage" insureds is described in Section III — Limits Of or"personal and advertising injury" caused, in Insurance. whole or in part, by your acts or omissions or How this insurance applies when other insurance the acts or omissions of those acting on your is available to the additional insured is described behalf: in the Other Insurance Condition in Section IV — (1) In the performance of your ongoing Commercial General Liability Conditions. operations; No person or organization is an insured with respect (2) In connection with your premises owned to the conduct of any current or past partnership, by or rented to you; or joint venture or limited liability company that is not shown as a Named Insured in the Declarations. (3) In connection with "your work" and included within the "products-completed SECTION III—LIMITS OF INSURANCE operations hazard", but only if 1. The Most We Will Pay (a) The written contract or agreement The Limits of Insurance shown in the requires you to provide such coverage Declarations and the rules below fix the most we to such additional insured; and will pay regardless of the number of: (b) This Coverage Part provides coverage a. Insureds; for"bodily injury" or"property damage" b. Claims made or"suits" brought; or included within the "products- completed operations hazard". c. Persons or organizations making claims or bringing "suits". However: 2. General Aggregate Limit (1) The insurance afforded to such additional insured only applies to the extent The General Aggregate Limit is the most we will permitted by law; and pay for the sum of: (2) If coverage provided to the additional a. Medical expenses under Coverage C; insured is required by a contract or b. Damages under Coverage A, except agreement, the insurance afforded to such damages because of "bodily injury" or additional insured will not be broader than "property damage" included in the "products- that which you are required by the contract completed operations hazard"; and or agreement to provide for such c. Damages under Coverage B. additional insured. 3. Products-Completed Operations Aggregate With respect to the insurance afforded to Limit these additional insureds, this insurance does The Products-Completed Operations Aggregate not apply to: Limit is the most we will pay under Coverage A "Bodily injury", "property damage" or for damages because of "bodily injury" and "personal and advertising injury"arising out of "property damage" included in the "products- the rendering of, or the failure to render, any completed operations hazard". professional architectural, engineering or surveying services, including: 4. Personal And Advertising Injury Limit (1) The preparing, approving, or failing to Subject to 2. above, the Personal and prepare or approve, maps, shop drawings, Advertising Injury Limit is the most we will pay under Coverage B for the sum of all damages opinions, reports, surveys, field orders, because of all "personal and advertising injury" change orders or drawings and specifications; or sustained by any one person or organization. (2) Supervisory, inspection, architectural or 5. Each Occurrence Limit engineering activities. Subject to 2. or 3. above, whichever applies, the This exclusion applies even if the claims Each Occurrence Limit is the most we will pay for against any insured allege negligence or the sum of: other wrongdoing in the supervision, hiring, a. Damages under Coverage A; and employment, training or monitoring of others Page 14 of 21 HG 00 01 09 16 b. Medical expenses under Coverage C a. Notice Of Occurrence Or Offense because of all "bodily injury" and "property You or any additional insured must see to it damage"arising out of any one"occurrence". that we are notified as soon as practicable of 6. Damage To Premises Rented To You Limit an "occurrence" or an offense which may to 5. above, the Damage To Premises result in a claim. To the extent possible, Subject g notice should include: Rented To You Limit is the most we will pay under Coverage A for damages because of (1) How, when and where the "occurrence" or "property damage" to any one premises, while offense took place; rented to you, or in the case of damage by fire, (2) The names and addresses of any injured lightning or explosion, while rented to you or persons and witnesses; and temporarily occupied by you with permission of (3) The nature and location of any injury or the owner. damage arising out of the "occurrence" or In the case of damage by fire, lightning or offense. explosion, the Damage to Premises Rented To b. Notice Of Claim You Limit applies to all damage proximately caused by the same event, whether such If a claim is made or "suit" is brought against damage results from fire, lightning or explosion any insured, you or any additional insured or any combination of these. must: 7. Medical Expense Limit (1) Immediately record the specifics of the claim or"suit"and the date received; and Subject to 5. above, the Medical Expense Limit is the most we will pay under Coverage C for all (2) Notify us as soon as practicable. medical expenses because of "bodily injury" You or any additional insured must see to it sustained by any one person. that we receive written notice of the claim or 8. How Limits Apply To Additional Insureds "suit"as soon as practicable. If you have agreed in a written contract or written c. Assistance And Cooperation Of The agreement that another person or organization Insured be You and any other involved insured must: added as an additional insured on your policy, (1) Immediately send us copies of any the most we will pay on behalf of such additional demands, notices, summonses or legal insured is the lesser of: papers received in connection with the a. The limits of insurance specified in the written claim or"suit"; contract or written agreement; or (2) Authorize us to obtain records and other b. The Limits of Insurance shown in the information; Declarations. (3) Cooperate with us in the investigation or Such amount shall be a part of and not in settlement of the claim or defense against addition to Limits of Insurance shown in the the"suit"; and Declarations and described in this Section. (4) Assist us, upon our request, in the The Limits of Insurance of this Coverage Part apply enforcement of any right against any person separately to each consecutive annual period and to or organization which may be liable to the any remaining period of less than 12 months, insured because of injury or damage to starting with the beginning of the policy period which this insurance may also apply. shown in the Declarations, unless the policy period d. Obligations At The Insureds Own Cost is extended after issuance for an additional period of No insured will, except at that insured's own less than 12 months. In that case, the additional cost, voluntarily make a payment, assume period will be deemed part of the last preceding period for purposes of determining the Limits of any obligation, or incur any expense, other Insurance. than for first aid, without our consent. SECTION IV — COMMERCIAL GENERAL e. Additional Insureds Other Insurance LIABILITY CONDITIONS If we cover a claim or "suit" under this 1. Bankruptcy Coverage Part that may also be covered by other insurance available to an additional Bankruptcy or insolvency of the insured or of the insured, such additional insured must submit insured's estate will not relieve us of our such claim or "suit" to the other insurer for obligations under this Coverage Part. defense and indemnity. 2. Duties In The Event Of Occurrence, Offense, However, this provision does not apply to the Claim Or Suit extent that you have agreed in a written HG 00 01 09 16 Page 15 of 21 contract or written agreement that this b. Excess Insurance insurance is primary and non-contributory This insurance is excess over any of the other with the additional insured's own insurance. insurance, whether primary, excess, f. Knowledge Of An Occurrence, Offense, contingent or on any other basis: Claim Or Suit (1) Your Work Paragraphs a. and b. apply to you or to any That is Fire, Extended Coverage, Builder's additional insured only when such Risk, Installation Risk or similar coverage "occurrence", offense, claim or"suit" is known for"your work"; to: (2) Premises Rented To You (1) You or any additional insured that is an individual; That is fire, lightning or explosion insurance for premises rented to you or (2) Any partner, if you or the additional temporarily occupied by you with insured is a partnership; permission of the owner; (3) Any manager, if you or the additional (3) Tenant Liability insured is a limited liability company; That is insurance purchased by you to (4) Any "executive officer" or insurance cover your liability as a tenant for manager, if you or the additional insured is "property damage" to premises rented to a corporation; you or temporarily occupied by you with (5) Any trustee, if you or the additional permission of the owner; insured is a trust; or (4) Aircraft, Auto Or Watercraft (6) Any elected or appointed official, if you or If the loss arises out of the maintenance or the additional insured is a political use of aircraft, "autos" or watercraft to the subdivision or public entity. extent not subject to Exclusion g. of This duty applies separately to you and any Section I — Coverage A — Bodily Injury additional insured. And Property Damage Liability; 3. Legal Action Against Us (5) Property Damage To Borrowed No person or organization has a right under this Equipment Or Use Of Elevators Coverage Part: If the loss arises out of"property damage" a. To join us as a party or otherwise bring us to borrowed equipment or the use of into a "suit" asking for damages from an elevators to the extent not subject to insured; or Exclusion j. of Section I - Coverage A - Bodily Injury And Property Damage b. To sue us on this Coverage Part unless all of Liability; its terms have been fully complied with. (6) When You Are Added As An Additional A person or organization may sue us to recover Insured To Other Insurance on an agreed settlement or on a final judgment against an insured; but we will not be liable for Any other insurance available to you damages that are not payable under the terms of covering liability for damages arising out this Coverage Part or of the premises or operations, or products that are in excess of the applicable limit of and completed operations, for which you insurance. An agreed settlement means a have been added as an additional insured settlement and release of liability signed by us, by that insurance; or the insured and the claimant or the claimant's (7) When You Add Others As An legal representative. Additional Insured To This Insurance 4. Other Insurance Any other insurance available to an If other valid and collectible insurance is additional insured. available to the insured for a loss we cover under However, the following provisions apply to Coverages A or B of this Coverage Part, our other insurance available to any person or obligations are limited as follows: organization who is an additional insured a. Primary Insurance under this coverage part. This insurance is primary except when b. (a) Primary Insurance When Required below applies. If other insurance is also By Contract primary, we will share with all that other This insurance is primary if you have insurance by the method described in c. agreed in a written contract or written below. agreement that this insurance be primary. If other insurance is also Page 16 of 21 HG 00 01 09 16 primary, we will share with all that 5. Premium Audit other insurance by the method a. We will compute all premiums for this described in c. below. Coverage Part in accordance with our rules (b) Primary And Non-Contributory To and rates. Other Insurance When Required By b. Premium shown in this Coverage Part as Contract advance premium is a deposit premium only. If you have agreed in a written At the close of each audit period we will contract, written agreement, or permit compute the earned premium for that period that this insurance is primary and non- and send notice to the first Named Insured. contributory with the additional The due date for audit and retrospective insured's own insurance, this insurance premiums is the date shown as the due date is primary and we will not seek on the bill. If the sum of the advance and contribution from that other insurance. audit premiums paid for the policy period is Paragraphs (a) and (b) do not apply to greater than the earned premium, we will other insurance to which the additional return the excess to the first Named Insured. insured has been added as an additional c. The first Named Insured must keep records of insured. the information we need for premium When this insurance is excess, we will have computation, and send us copies at such no duty under Coverages A or B to defend times as we may request. the insured against any "suit" if any other 6. Representations insurer has a duty to defend the insured a. When You Accept This Policy against that "suit". If no other insurer defends, we will undertake to do so, but we will be By accepting this policy, you agree: entitled to the insured's rights against all (1) The statements in the Declarations are those other insurers. accurate and complete; When this insurance is excess over other (2) Those statements are based upon insurance, we will pay only our share of the representations you made to us; and amount of the loss, if any, that exceeds the (3) We have issued this policy in reliance sum of: upon your representations. (1) The total amount that all such other b. Unintentional Failure To Disclose Hazards insurance would pay for the loss in the If unintentionally you should fail to disclose all absence of this insurance; and hazards relating to the conduct of your (2) The total of all deductible and self-insured business that exist at the inception date of amounts under all that other insurance. this Coverage Part, we shall not deny We will share the remaining loss, if any, with coverage under this Coverage Part because any other insurance that is not described in of such failure. this Excess Insurance provision and was not 7. Separation Of Insureds bought specifically to apply in excess of the Except with respect to the Limits of Insurance, Limits of Insurance shown in the Declarations of this Coverage Part. and any rights or duties specifically assigned in this Coverage Part to the first Named Insured, c. Method Of Sharing this insurance applies: If all of the other insurance permits a. As if each Named Insured were the only contribution by equal shares, we will follow Named Insured; and this method also. Under this approach each b. Separately to each insured against whom insurer contributes equal amounts until it has claim is made or"suit" is brought. paid its applicable limit of insurance or none of the loss remains, whichever comes first. 8. Transfer Of Rights Of Recovery Against If any of the other insurance does not permit Others To Us contribution by equal shares, we will a. Transfer Of Rights Of Recovery contribute by limits. Under this method, each If the insured has rights to recover all or part insurer's share is based on the ratio of its of any payment, including Supplementary applicable limit of insurance to the total Payments, we have made under this applicable limits of insurance of all insurers. Coverage Part, those rights are transferred to us. The insured must do nothing after loss to HG 00 01 09 16 Page 17 of 21 impair them. At our request, the insured will other motor vehicle insurance law where it is bring "suit" or transfer those rights to us and licensed or principally garaged. help us enforce them. However, "auto" does not include "mobile b. Waiver Of Rights Of Recovery (Waiver Of equipment". Subrogation) 5. "Bodily injury" means physical: If the insured has waived any rights of a. Injury; recovery against any person or organization • for all or part of any payment, including b. Sickness; or Supplementary Payments, we have made c. Disease under this Coverage Part, we also waive that sustained by a person and, if arising out of the right, provided the insured waived their rights above, mental anguish or death at any time. of recovery against such person or organization in a contract, agreement or 6. "Coverage territory" means: permit that was executed prior to the injury or a. The United States of America (including its damage. territories and possessions), Puerto Rico and 9. When We Do Not Renew Canada; If we decide not to renew this Coverage Part, we b. International waters or airspace, but only if will mail or deliver to the first Named Insured the injury or damage occurs in the course of shown in the Declarations written notice of the travel or transportation between any places nonrenewal not less than 30 days before the included in a. above; or expiration date. c. All other parts of the world if the injury or If notice is mailed, proof of mailing will be damage arises out of: sufficient proof of notice. (1) Goods or products made or sold by you in SECTION V—DEFINITIONS the territory described in a. above; 1. "Advertisement" means the widespread public (2) The activities of a person whose home is dissemination of information or images that has in the territory described in a. above, but is the purpose of inducing the sale of goods, away for a short time on your business; or products or services through: (3) "Personal and advertising injury" offenses a. (1) Radio; that take place through the Internet or similar electronic means of communication (2) Television; provided the insured's responsibility to pay (3) Billboard; damages is determined in the United States of (4) Magazine; America (including its territories and possessions), (5) Newspaper; or Puerto Rico or Canada, in a "suit" on the merits according to the substantive law in such territory or b. Any other publication that is given widespread in a settlement we agree to. public distribution. 7. "Employee" includes a "leased worker". However, "advertisement" does not include: "Employee" does not include a "temporary a. The design, printed material, information or worker". images contained in, on or upon the 8. "Employment-Related Practices" means: packaging or labeling of any goods or products; or a. Refusal to employ that person; b. An interactive conversation between or b. Termination of that person's employment; or among persons through a computer network. c. Employment-related practices, policies, acts 2. "Advertising idea" means any idea for an or omissions, such as coercion, demotion, "advertisement". evaluation, reassignment, discipline, defamation, harassment, humiliation, 3. "Asbestos hazard" means an exposure or discrimination or malicious prosecution threat of exposure to the actual or alleged directed at that person. properties of asbestos and includes the mere presence of asbestos in any form. 9. "Executive officer" means a person holding any of the officer positions created by your charter, 4. "Auto" means: constitution, by-laws or any other similar a. A land motor vehicle, trailer or semitrailer governing document. designed for travel on public roads, including 10."Hostile fire" means one which becomes any attached machinery or equipment; or uncontrollable or breaks out from where it was b. Any other land vehicle that is subject to a intended to be. compulsory or financial responsibility law or Page18of21 HG00010916 11."Impaired property" means tangible property, (a) Preparing, approving, or failing to other than "your product" or "your work", that prepare or approve, maps, shop cannot be used or is less useful because: drawings, opinions, reports, surveys, a. It incorporates "your product" or "your work" field orders, change orders or drawings that is known or thought to be defective, and specifications; or deficient, inadequate or dangerous; or (b) Giving directions or instructions, or b. You have failed to fulfill the terms of a failing to give them, if that is the contract or agreement; primary cause of the injury or damage; or if such property can be restored to use by the repair, replacement, adjustment or removal of (2) Under which the insured, if an architect, "your product" or "your work", or your fulfilling the engineer or surveyor, assumes liability for terms of the contract or agreement. an injury or damage arising out of the insured's rendering or failure to render 12."Insured contract" means: professional services, including those listed a. A contract for a lease of premises. However, in (1) above and supervisory, inspection, that portion of the contract for a lease of architectural or engineering activities. premises that indemnifies any person or 13."Leased worker" means a person leased to you organization for damage by fire, lightning or by a labor leasing firm under an agreement explosion to premises while rented to you or between you and the labor leasing firm, to temporarily occupied by you with permission perform duties related to the conduct of your of the owner is subject to the Damage to business. "Leased worker" does not include a Premises Rented To You Limit described in "temporary worker". Section III—Limits of Insurance; 14."Loading or unloading" means the handling of b. A sidetrack agreement; property: c. Any easement or license agreement, a. After it is moved from the place where it is including an easement or license agreement accepted for movement into or onto an in connection with construction or demolition aircraft, watercraft or"auto"; operations on or within 50 feet of a railroad; b. While it is in or on an aircraft, watercraft or d. An obligation, as required by ordinance, to "auto"; or indemnify a municipality, except in connection with work for a municipality; c. While it is being moved from an aircraft, watercraft or "auto" to the place where it is e. An elevator maintenance agreement; finally delivered; f. That part of any other contract or agreement but "loading or unloading" does not include the pertaining to your business (including an movement of property by means of a mechanical indemnification of a municipality in connection device, other than a hand truck, that is not with work performed for a municipality) under attached to the aircraft, watercraft or"auto". which you assume the tort liability of another party to pay for "bodily injury" or "property 15."Mobile equipment" means any of the following damage" to a third person or organization, types of land vehicles, including any attached provided the "bodily injury" or "property machinery or equipment: damage" is caused, in whole or in part, by a. Bulldozers, farm machinery, forklifts and other you or by those acting on your behalf. Tort vehicles designed for use principally off public liability means a liability that would be roads; imposed by law in the absence of any b. Vehicles maintained for use solely on or next contract or agreement. to premises you own or rent; Paragraph f. includes that part of any contract c. Vehicles that travel on crawler treads; or agreement that indemnifies a railroad for "bodily injury" or "property damage" arising d. Vehicles, whether self-propelled or not, out of construction or demolition operations, maintained primarily to provide mobility to within 50 feet of any railroad property and permanently mounted: affecting any railroad bridge or trestle, tracks, (1) Power cranes, shovels, loaders, diggers or road-beds, tunnel, underpass or crossing. drills; or However, Paragraph f. does not include that (2) Road construction or resurfacing part of any contract or agreement: equipment such as graders, scrapers or (1) That indemnifies an architect, engineer or rollers; surveyor for injury or damage arising out e. Vehicles not described in a., b., c. or d. above of: that are not self-propelled and are maintained HG 00 01 09 16 Page 19 of 21 primarily to provide mobility to permanently e. Oral, written or electronic publication, in any attached equipment of the following types: manner, of material that violates a person's (1) Air compressors, pumps and generators, right of privacy; including spraying, welding, building f. Copying, in your "advertisement", a person's cleaning, geophysical exploration, lighting or organization's "advertising idea" or style of and well servicing equipment; or "advertisement"; or (2) Cherry pickers and similar devices used to g. Infringement of copyright, slogan, or title of raise or lower workers; any literary or artistic work, in your f. Vehicles not described in a., b., c. or d.above "advertisement". maintained primarily for purposes other than 18."Pollutants" mean any solid, liquid, gaseous or the transportation of persons or cargo. thermal irritant or contaminant, including smoke, However, self-propelled vehicles with the vapor, soot, fumes, acids, alkalis, chemicals and following types of permanently attached waste. Waste includes materials to be recycled, equipment are not"mobile equipment" but will reconditioned or reclaimed. be considered"autos": 19."Products-completed operations hazard": (1) Equipment designed primarily for: a. Includes all "bodily injury" and "property (a) Snow removal; damage" occurring away from premises you own or rent and arising out of "your product" (b) Road maintenance, but not or"your work"except: construction or resurfacing; or (c) Street cleaning; (1) Products that are still in your physical possession; or (2) Cherry pickers and similar devices (2) Work that has not yet been completed or mounted on automobile or truck chassis abandoned. However, "your work" will be and used to raise or lower workers; and deemed completed at the earliest of the (3) Air compressors, pumps and generators, following times: including spraying, welding, building (a) When all of the work called for in your cleaning, geophysical exploration, lighting contract has been completed. and well servicing equipment. (b) When all of the work to be done at the However, "mobile equipment" does not include job site has been completed if your any land vehicle that is subject to a compulsory contract calls for work at more than or financial responsibility law or other motor one job site. vehicle insurance law where it is licensed or principally garaged. Land vehicles subject to a (c) When that part of the work done at a compulsory or financial responsibility law or other job site has been put to its intended motor vehicle insurance law are considered use by any person or organization "autos". other than another contractor or subcontractor working on the same 16."Occurrence" means an accident, including project. continuous or repeated exposure to substantially the same general harmful conditions. Work that may need service, maintenance, correction, repair or 17."Personal and advertising injury" means injury, including consequential "bodily injury", replacement, but which is otherwise complete, will be treated as completed. arising out of one or more of the following offenses: b. Does not include "bodily injury" or "property a. False arrest, detention or imprisonment; damage"arising out of: b. Malicious prosecution; (1) The transportation of property, unless the injury or damage arises out of a condition c. The wrongful eviction from, wrongful entry in or on a vehicle not owned or operated into, or invasion of the right of private by you, and that condition was created by occupancy of a room, dwelling or premises the "loading or unloading" of that vehicle that a person or organization occupies, by any insured; committed by or on behalf of its owner, (2) The existence of tools, uninstalled landlord or lessor; equipment or abandoned or unused d. Oral, written or electronic publication, in any materials; or manner, of material that slanders or libels a (3) Products or operations for which the person or organization or disparages a classification, listed in the Declarations or person's or organization's goods, products or in a policy Schedule, states that products- services; Page 20 of 21 HG 00 01 09 16 completed operations are subject to the 24."Your product": General Aggregate Limit. a. Means: 20."Property damage" means: (1) Any goods or products, other than real a. Physical injury to tangible property, including property, manufactured, sold, handled, all resulting loss of use of that property. All distributed or disposed of by: such loss of use shall be deemed to occur at (a) You; the time of the physical injury that caused it; or (b) Others trading under your name; or b. Loss of use of tangible property that is not (c) A person or organization whose physically injured. All such loss of use shall business or assets you have acquired; be deemed to occur at the time of the and "occurrence"that caused it. (2) Containers (other than vehicles), As used in this definition, computerized or materials, parts or equipment furnished in electronically stored data, programs or software connection with such goods or products. are not tangible property. Electronic data means b. Includes information, facts or programs: (1) Warranties or representations made at a. Stored as or on; any time with respect to the fitness, b. Created or used on; or quality, durability, performance or use of c. Transmitted to or from; "your product"; and (2) The providing of or failure to provide computer software, including systems and warnings or instructions. applications software, hard or floppy disks, CD- ROMS, tapes, drives, cells, data processing c. Does not include vending machines or other devices or any other media which are used with property rented to or located for the use of electronically controlled equipment. others but not sold. 21."Suit" means a civil proceeding in which 25."Your work": damages because of "bodily injury", "property a. Means: damage" or "personal and advertising injury" to (1) Work or operations performed by you or which this insurance applies are alleged. "Suit" on your behalf; and includes: (2) Materials, parts or equipment furnished in a. An arbitration proceeding in which such connection with such work or operations. damages are claimed and to which the insured must submit or does submit with our b. Includes consent; or (1) Warranties or representations made at b. Any other alternative dispute resolution any time with respect to the fitness, proceeding in which such damages are quality, durability, performance or use of claimed and to which the insured submits with "your work", and our consent. (2) The providing of or failure to provide 22."Temporary worker" means a person who is warnings or instructions. furnished to you to substitute for a permanent "employee" on leave or to meet seasonal or short-term workload conditions. 23."Volunteer worker" means a person who a. Is not your"employee"; b. Donates his or her work; c. Acts at the direction of and within the scope of duties determined by you; and d. Is not paid a fee, salary or other compensation by you or anyone else for their work performed for you. HG 00 01 09 16 Page 21 of 21 *pt. STATE Of WASHINGTON Department of Labor& Industries Certificate of Workers' Compensation Coverage August 12, 2020 WA UBI No. 602 884 898 L&I Account ID 660,248-00 Legal Business Name HORROCKS ENGINEERS INC Doing Business As HORROCKS ENGINEERS INC Workers'Comp Premium Status: Account is current. Estimated Workers Reported •Quarter 2 of Year 2020 "11 to 20 (See Description Below) •Workers" Account Representative Employer Services Help Line, (360) 902-4817 Licensed Contractor? No What does "Estimated Workers Reported" mean? Estimated workers reported represents the number of full time position requiring at least 480 hours of work per calendar quarter. A single 480 hour position may be filled by one person, or several part time workers. Industrial Insurance Information Employers report and pay premiums each quarter based on hours of employee work already performed, and are liable for premiums found later to be due. Industrial insurance accounts have no policy periods, cancellation dates, limitations of coverage or waiver of subrogation (See RUN 5 I.1 2.0S__ and 51.16.190). 8/11/2020 View Details-Entity Overview System for Award Management Si\.] 1[ A NEW WAY TO SIGN IN-If you already have a SAM account,use your SAM email for login.gov. SYSTEM FOR AWARD MANAGEMENT Login.gov FAQs ® ALERT:SAM.gov will be down for scheduled maintenance Saturday,08/15/zo2o from 8:oo AM to 10:0o PM Horrocks Engineers,Inc. 2162 Grove Pkwy Ste 400 Entity Dashboard DUNS: 073111676 CAGE Code: 5P3W8 Pleasant Grove,UT,84062-6728, Status: Active UNITED STATES Expiration Date: 02/09/2021 • Entity Overview • Purpose of Registration: All Awards • Entity�tegistration Entity Overview • Core Data • Assertions Entity Registration Summary • $Sps&Certs Name:Horrocks Engineers,Inc. • + POCs Business Type:Business or Organization Last Updated By:Emilie Turner • Exclusions Registration Status:Active • Active Exclusions Activation Date:02/10/2020 Expiration Date:02/09/2021 + Inactive Exclusions • Excluded Family Members Exclusion Summary RETURN l RN TO SEARCHActive Exclusion Records?No i I L Search Records Disclaimers FAPIIS.gov Data Access Accessibility GSA.gov/IAE GSA Check Status Privacy Policy GSA.gov About USA.gov IBM-P-202o0717-1t40 Help WWW6 This is a U.S.General Services Administration Federal Government computer system that is"FOR OFFICIAL USE ONLY."This system is subject to monitoring.Individuals found performing unauthorved activities are subject to disciplinary action including criminal prosecution. https://sam.gov/SAM/pages/public/entitySearch/entitySearchEntityOverview.jsf 1/1 HORRENG-01AGALLAHER DATE (MM/DD/YYYY) CERTIFICATE OF LIABILITY INSURANCE 6/26/2021 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). CONTACT Ashley Gallaher PRODUCER NAME: PHONEFAX American Insurance & Investment Corp. (801) 364-3434 645(801) 355-5234 (A/C, No, Ext):(A/C, No): 448 South 400 East E-MAIL Ashley.Gallaher@american-ins.com Salt Lake City, UT 84111 ADDRESS: INSURER(S) AFFORDING COVERAGENAIC # Hartford Fire Insurance Co.19682 INSURER A : INSURED Hartford Casualty Insurance Co29424 INSURER B : Hartford Ins Co of The Midwest37478 INSURER C : Horrocks Engineers, Inc. 2162 W Grove Pkwy, Ste 400 XL Specialty Insurance Company37885 INSURER D : Pleasant Grove, UT 84062 INSURER E : INSURER F : COVERAGESCERTIFICATE NUMBER:REVISION NUMBER: THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. INSRADDLSUBRPOLICY EFFPOLICY EXP TYPE OF INSURANCEPOLICY NUMBERLIMITS LTRINSDWVD(MM/DD/YYYY)(MM/DD/YYYY) 1,000,000 A COMMERCIAL GENERAL LIABILITY X EACH OCCURRENCE$ DAMAGE TO RENTED 1,000,000 CLAIMS-MADEOCCUR X 34UUNOZ00167/1/20217/1/2022 $ PREMISES (Ea occurrence) X 5,000 MED EXP (Any one person)$ 1,000,000 PERSONAL & ADV INJURY$ 2,000,000 GEN'L AGGREGATE LIMIT APPLIES PER:GENERAL AGGREGATE$ PRO- 2,000,000 X POLICYLOC PRODUCTS - COMP/OP AGG$ JECT OTHER:$ COMBINED SINGLE LIMIT 1,000,000 B AUTOMOBILE LIABILITY $ (Ea accident) X ANY AUTO 34UENOZ00157/1/20217/1/2022 BODILY INJURY (Per person)$ OWNEDSCHEDULED AUTOS ONLYAUTOSBODILY INJURY (Per accident)$ PROPERTY DAMAGE HIREDNON-OWNED (Per accident)$ AUTOS ONLYAUTOS ONLY $ 10,000,000 B XX UMBRELLA LIABOCCUR EACH OCCURRENCE$ 34XHUOZ00177/1/20217/1/2022 10,000,000 EXCESS LIABCLAIMS-MADE AGGREGATE$ 0 X DEDRETENTION$ $ PEROTH- WORKERS COMPENSATION C X STATUTEER AND EMPLOYERS' LIABILITY Y / N 34WEOK8H0L7/1/20217/1/2022 1,000,000 ANY PROPRIETOR/PARTNER/EXECUTIVE E.L. EACH ACCIDENT$ N / A N OFFICER/MEMBER EXCLUDED? 1,000,000 (Mandatory in NH) E.L. DISEASE - EA EMPLOYEE$ If yes, describe under 1,000,000 DESCRIPTION OF OPERATIONS belowE.L. DISEASE - POLICY LIMIT$ Prof Liab Claim MadeDPR99786197/1/20217/1/2022 Per Claim10,000,000 D Retro Date 1/1/1965DPR99786197/1/20217/1/2022 Aggregate10,000,000 D DESCRIPTION OF OPERATIONS / LOCATIONS / VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached if more space is required) Re: Contract Number: 20-146 / Wilbur Sidewalks Mission to Boone City of Spokane Valley is named as additional insured, per written contract, with regards to the General Liability, coverage is primary. 30 days' notice of cancellation is provided. CERTIFICATE HOLDERCANCELLATION SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN City of Spokane Valley ACCORDANCE WITH THE POLICY PROVISIONS. 10210 East Sprague Ave Spokane, WA 99206 AUTHORIZED REPRESENTATIVE ACORD 25 (2016/03)© 1988-2015 ACORD CORPORATION. All rights reserved. The ACORD name and logo are registered marks of ACORD HORRENG-01AGALLAHER DATE (MM/DD/YYYY) CERTIFICATE OF LIABILITY INSURANCE 6/17/2022 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). CONTACT Ashley Gallaher PRODUCER NAME: PHONEFAX American Insurance & Investment Corp. (801) 364-3434 625(801) 355-5234 (A/C, No, Ext):(A/C, No): 448 South 400 East E-MAIL Ashley.Gallaher@american-ins.com Salt Lake City, UT 84111 ADDRESS: INSURER(S) AFFORDING COVERAGENAIC # Hartford Fire Insurance Co.19682 INSURER A : INSURED Hartford Casualty Insurance Co29424 INSURER B : Hartford Ins Co of The Midwest37478 INSURER C : Horrocks Engineers, Inc. 2162 W Grove Pkwy, Ste 400 XL Specialty Insurance Company37885 INSURER D : Pleasant Grove, UT 84062 INSURER E : INSURER F : COVERAGESCERTIFICATE NUMBER:REVISION NUMBER: THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. INSRADDLSUBRPOLICY EFFPOLICY EXP TYPE OF INSURANCEPOLICY NUMBERLIMITS LTRINSDWVD(MM/DD/YYYY)(MM/DD/YYYY) 1,000,000 A COMMERCIAL GENERAL LIABILITY X EACH OCCURRENCE$ DAMAGE TO RENTED 1,000,000 CLAIMS-MADEOCCUR X 34UUNOZ00167/1/20227/1/2023 $ PREMISES (Ea occurrence) X 10,000 MED EXP (Any one person)$ 1,000,000 PERSONAL & ADV INJURY$ 2,000,000 GEN'L AGGREGATE LIMIT APPLIES PER:GENERAL AGGREGATE$ PRO- 2,000,000 X POLICYLOC PRODUCTS - COMP/OP AGG$ JECT OTHER:$ COMBINED SINGLE LIMIT 1,000,000 B AUTOMOBILE LIABILITY $ (Ea accident) X ANY AUTO 34UENOZ00287/1/20227/1/2023 BODILY INJURY (Per person)$ OWNEDSCHEDULED AUTOS ONLYAUTOSBODILY INJURY (Per accident)$ PROPERTY DAMAGE HIREDNON-OWNED (Per accident)$ AUTOS ONLYAUTOS ONLY $ 10,000,000 B XX UMBRELLA LIABOCCUR EACH OCCURRENCE$ 34XHUOZ00177/1/20227/1/2023 10,000,000 EXCESS LIABCLAIMS-MADE AGGREGATE$ 0 X DEDRETENTION$ $ PEROTH- WORKERS COMPENSATION C X STATUTEER AND EMPLOYERS' LIABILITY Y / N 34WEOK8H0L7/1/20227/1/2023 1,000,000 ANY PROPRIETOR/PARTNER/EXECUTIVE E.L. EACH ACCIDENT$ N / A N OFFICER/MEMBER EXCLUDED? 1,000,000 (Mandatory in NH) E.L. DISEASE - EA EMPLOYEE$ If yes, describe under 1,000,000 DESCRIPTION OF OPERATIONS belowE.L. DISEASE - POLICY LIMIT$ Prof Liab Claim MadeDPR99946457/1/20227/1/2023 Per Claim10,000,000 D Retro Date 1/1/1965DPR99946457/1/20227/1/2023 Aggregate10,000,000 D DESCRIPTION OF OPERATIONS / LOCATIONS / VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached if more space is required) Professional Liability Deductible $200,000 Re: Contract Number: 20-146 / Wilbur Sidewalks Mission to Boone City of Spokane Valley is named as additional insured, per written contract, with regards to the General Liability, coverage is primary. 30 days' notice of cancellation is provided. CERTIFICATE HOLDERCANCELLATION SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN City of Spokane Valley ACCORDANCE WITH THE POLICY PROVISIONS. 10210 East Sprague Ave Spokane, WA 99206 AUTHORIZED REPRESENTATIVE ACORD 25 (2016/03)© 1988-2015 ACORD CORPORATION. All rights reserved. The ACORD name and logo are registered marks of ACORD