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22-083.00 Osborn Consulting: Stormwater Comprehensive Plan & Rate Study Contract No.22-083 AGREEMENT FOR PROFESSIONAL SERVICES Osborn Consulting,Inc. THIS AGREEMENT is made by and between the City of Spokane Valley,a code City of the State of Washington,hereinafter"City"and Osborn Consulting,Inc,hereinafter"Consultant,"jointly referred to as"Parties." IN CONSIDERATION of the terms and conditions contained herein,the Parties agree as follows: 1. Work to Be Performed. Consultant shall provide all labor, services, and material to satisfactorily complete the Scope of Services, attached as Exhibit A. A.Administration. The City Manager or designee shall administer and be the primary contact for Consultant. Prior to commencement of work, Consultant shall contact the City Manager or designee to review the Scope of Services,schedule,and date of completion. Upon notice from the City Manager or designee, Consultant shall commence work, perform the requested tasks in the Scope of Services,stop work,and promptly cure any failure in performance under this Agreement. B. Representations. City has relied upon the qualifications of Consultant in entering into this Agreement. By execution of this Agreement, Consultant represents it possesses the ability, skill, and resources necessary to perform the work and is familiar with all current laws, rules, and regulations which reasonably relate to the Scope of Services. No substitutions of agreed-upon personnel shall be made without the prior written consent of City. Consultant represents that the compensation as stated in paragraph 3 is adequate and sufficient for the timely provision of all professional services required to complete the Scope of Services under this Agreement. Consultant shall be responsible for the technical accuracy of its services and documents resulting therefrom,and City shall not be responsible for discovering deficiencies therein. Consultant shall correct such deficiencies without additional compensation except to the extent such action is directly attributable to deficiencies in City-furnished information. C.Standard of Care. Consultant shall exercise the degree of skill and diligence normally employed by professional consultants engaged in the same profession, and performing the same or similar services at the time such services are performed. D. Modifications. City may modify this Agreement and order changes in the work whenever necessary or advisable. Consultant shall accept modifications when ordered in writing by the City Manager or designee, so long as the additional work is within the scope of Consultant's area of practice. Compensation for such modifications or changes shall be as mutually agreed between the Parties. Consultant shall make such revisions in the work as are necessary to correct errors or omissions appearing therein when required to do so by City without additional compensation. 2. Term of Contract. This Agreement shall be in full force and effect upon execution and shall remain in effect until completion of all contractual requirements have been met as determined by City. Consultant shall complete its work by December 31, 2022, unless the time for performance is extended in writing by Agreement for Professional Services(with professional liability coverage) Page 1 of 8 Contract No. 22-083 the Parties. Either Party may terminate this Agreement for material breach after providing the other Party with at least 10 days'prior notice and an opportunity to cure the breach. City may,in addition,terminate this Agreement for any reason by 10 days' written notice to Consultant. In the event of termination without breach, City shall pay Consultant for all work previously authorized and satisfactorily performed prior to the termination date. 3. Compensation. City agrees to pay Consultant an agreed upon hourly rate up to a maximum amount of $282,612.00 as full compensation for everything done under this Agreement, as set forth in Exhibit B. Consultant shall not perform any extra, further, or additional services for which it will request additional compensation from City without a prior written agreement for such services and payment therefore. 4. Payment. Consultant shall be paid monthly upon presentation of an invoice to City. Applications for payment shall be sent to the City Finance Department at the below-stated address. City reserves the right to withhold payment under this Agreement for that portion of the work(if any)which is determined in the reasonable judgment of the City Manager or designee to be noncompliant with the Scope of Services,City standards,City Code,and federal or state standards. 5. Notice. Notices other than applications for payment shall be given in writing as follows: TO THE CITY: TO THE CONSULTANT: Name: Christine Bainbridge,City Clerk Name: Kaela Mansfield Phone: (509)720-5000 Phone: (509) 867-3654 Address: 10210 East Sprague Avenue Address: 101 S. Stevens, Suite 103 Spokane Valley,WA 99206 Spokane,WA 99201 6. Applicable Laws and Standards. The Parties,in the performance of this Agreement, agree to comply with all applicable federal, state, and local laws and regulations. Consultant states that its designs, construction documents,and services shall conform to all federal,state,and local statutes and regulations. 7. Certification Regarding Debarment, Suspension, and Other Responsibility Matters — Primary Covered Transactions. A. By executing this Agreement, the Consultant certifies to the best of its knowledge and belief that it and its principals: 1. Are not presently debarred, suspended, proposed for debarment, declared ineligible,or voluntarily excluded from covered transactions by any federal department or agency; 2. Have not within a three-year period preceding this proposal been convicted of or had a civil judgment rendered against them for commission of fraud or a criminal offense in connection with obtaining, attempting to obtain, or performing a public (federal, state, or local) transaction or contract under a public transaction; violation of federal or state antitrust statutes or commission of embezzlement, theft, forgery, bribery, falsification or destruction of records,making false statements,or receiving stolen property; Agreement for Professional Services(with professional liability coverage) Page 2 of 8 Contract No. 22-083 3. Are not presently indicted for or otherwise criminally or civilly charged by a governmental entity (federal, state, or local) with commission of any of the offenses enumerated in paragraph(A)(2)of this certification;and 4. Have not within a three-year period preceding this application/proposal had one or more public transactions(federal, state,or local)terminated for cause or default. B. Where the prospective primary participant is unable to certify to any of the statements in this certification,such prospective participant shall attach an explanation to this Agreement. 8. Relationship of the Parties. It is understood and agreed that Consultant shall be an independent contractor and not the agent or employee of City,that City is interested in only the results to be achieved, and that the right to control the particular manner,method, and means in which the services are performed is solely within the discretion of Consultant. Any and all employees who provide services to City under this Agreement shall be deemed employees solely of Consultant. The Consultant shall be solely responsible for the conduct and actions of all its employees under this Agreement and any liability that may attach thereto. 9. Ownership of Documents. All drawings, plans, specifications, and other related documents prepared by Consultant under this Agreement are and shall be the property of City,and may be subject to disclosure pursuant to chapter 42.56 RCW or other applicable public record laws. The written, graphic, mapped, photographic, or visual documents prepared by Consultant under this Agreement shall, unless otherwise provided, be deemed the property of City. City shall be permitted to retain these documents, including reproducible camera-ready originals of reports,reproduction quality mylars of maps,and copies in the form of computer files,for the City's use. City shall have unrestricted authority to publish,disclose, distribute, and otherwise use,in whole or in part,any reports,data,drawings,images,or other material prepared under this Agreement,provided that Consultant shall have no liability for the use of Consultant's work product outside of the scope of its intended purpose. 10.Records. The City or State Auditor or any of their representatives shall have full access to and the right to examine during normal business hours all of Consultant's records with respect to all matters covered in this Agreement. Such representatives shall be permitted to audit, examine, make excerpts or transcripts from such records, and to make audits of all contracts, invoices, materials,payrolls, and record of matters covered by this Agreement for a period of three years from the date final payment is made hereunder. 11.Insurance. Consultant shall procure and maintain for the duration of the Agreement,insurance against claims for injuries to persons or damage to property which may arise from or in connection with the performance of the work hereunder by Consultant,its agents,representatives,employees,or subcontractors. A. Minimum Scope of Insurance. Consultant's required insurance shall be of the types and coverages as stated below: 1. Automobile liability insurance covering all owned, non-owned, hired, and leased vehicles. Coverage shall be at least as broad as Insurance Services Office(ISO)form CA 00 01. 2. Commercial general liability insurance shall be at least as broad as ISO occurrence form Agreement for Professional Services(with professional liability coverage) Page 3 of 8 Contract No. 22-083 CG 00 01 and shall cover liability arising from premises,operations, stop-gap independent contractors and personal injury, and advertising injury. City shall be named as an additional insured under Consultant's commercial general liability insurance policy with respect to the work performed for the City using an additional insured endorsement at least as broad as ISO CG 20 26. 3. Workers' compensation coverage as required by the industrial insurance laws of the State of Washington. 4. Professional liability insurance appropriate to Consultant's profession. B. Minimum Amounts of Insurance. Consultant shall maintain the following insurance limits: 1. Automobile liability insurance with a minimum combined single limit for bodily injury and property damage of$1,000,000 per accident. 2. Commercial general liability insurance shall be written with limits no less than $2,000,000 each occurrence,and$2,000,000 general aggregate. 3. Professional liability insurance shall be written with limits no less than$2,000,000 per claim and$2,000,000 policy aggregate limit. C.Other Insurance Provisions. The Consultant's policies are to contain,or be endorsed to contain, the following provisions for automobile liability and commercial general liability insurance: 1. Consultant's insurance coverage shall be primary insurance with respect to the City. Any insurance, self-insurance, or self-insured pool coverage maintained by City shall be in excess of Consultant's insurance and shall not contribute with it. 2. Consultant shall provide City and all additional insured for this work with written notice of any policy cancellation within two business days of their receipt of such notice. 3. If Consultant maintains higher insurance limits than the minimums shown above, City shall be insured for the full available limits of commercial general and excess or umbrella liability maintained by Consultant, irrespective of whether such limits maintained by Consultant are greater than those required by this Agreement or whether any certificate of insurance furnished to the City evidences limits of liability lower than those maintained by Consultant. 4. Failure on the part of Consultant to maintain the insurance as required shall constitute a material breach of the Agreement, upon which the City may, after giving at least five business days' notice to Consultant to correct the breach, immediately terminate the Agreement, or at its sole discretion,procure or renew such insurance and pay any and all premiums in connection therewith, with any sums so expended to be repaid to City on demand, or at the sole discretion of the City, offset against funds due Consultant from the City. D.Acceptability of Insurers. Insurance is to be placed with insurers with a current A.M.Best rating Agreement for Professional Services(with professional liability coverage) Page 4 of 8 Contract No. 22-083 of not less than A:VII. E. Evidence of Coverage. As evidence of the insurance coverages required by this Agreement, Consultant shall furnish the City with original certificates and a copy of the amendatory endorsements, including but not necessarily limited to the additional insured endorsement, evidencing the insurance requirements of the Agreement before commencement of the work. 12. Indemnification and Hold Harmless. Consultant shall, at its sole expense, defend, indemnify, and hold harmless City and its officers,agents,and employees,from any and all claims,actions,suits,liability, loss, costs, attorney's fees, costs of litigation, expenses, injuries, and damages of any nature whatsoever relating to or arising out of the wrongful or negligent acts,errors, or omissions in the services provided by Consultant, Consultant's agents, subcontractors, subconsultants, and employees to the fullest extent permitted by law, subject only to the limitations provided below. However, should a court of competent jurisdiction determine that this Agreement is subject to RCW 4.24.115, then, in the event of liability for damages arising out of bodily injury to persons or damages to property caused by or resulting from the concurrent negligence of the Consultant and the City,its officers, officials, employees, and volunteers, the Consultant's liability, including the duty and cost to defend, hereunder shall be only to the extent of the Consultant's negligence. It is further specifically and expressly understood that the indemnification provided herein constitutes the Consultant's waiver of immunity under Industrial Insurance, Title 51, RCW, solely for the purpose of this indemnification. This waiver has been mutually negotiated by the parties. The provisions of this section shall survive the expiration or termination of this Agreement. 13.Waiver. No officer,employee,agent,or other individual acting on behalf of either Party has the power, right,or authority to waive any of the conditions or provisions of this Agreement. A waiver in one instance shall not be held to be a waiver of any other subsequent breach or nonperformance. All remedies afforded in this Agreement or by law shall be taken and construed as cumulative and in addition to every other remedy provided herein or by law. Failure of either Party to enforce at any time any of the provisions of this Agreement or to require at any time performance by the other Party of any provision hereof shall in no way be construed to be a waiver of such provisions nor shall it affect the validity of this Agreement or any part thereof. 14. Assignment and Delegation. Neither Party shall assign, transfer, or delegate any or all of the responsibilities of this Agreement or the benefits received hereunder without prior written consent of the other Party. 15. Subcontracts. Except as otherwise provided herein, Consultant shall not enter into subcontracts for any of the work contemplated under this Agreement without obtaining prior written approval of City. 16. Confidentiality. Consultant may, from time-to-time,receive information which is deemed by City to be confidential. Consultant shall not disclose such information without the prior express written consent of City or upon order of a court of competent jurisdiction. 17. Jurisdiction and Venue. This Agreement is entered into in Spokane County,Washington. Disputes between City and Consultant shall be resolved in the Superior Court of the State of Washington in Spokane County. Notwithstanding the foregoing, Consultant agrees that it may, at City's request, be joined as a party in any arbitration proceeding between City and any third party that includes a claim or claims that Agreement for Professional Services(with professional liability coverage) Page 5 of 8 Contract No. 22-083 arise out of, or that are related to Consultant's services under this Agreement. Consultant further agrees that the Arbitrator(s)' decision therein shall be final and binding on Consultant and that judgment may be entered upon it in any court having jurisdiction thereof. 18. Cost and Attorney's Fees. The prevailing party in any litigation or arbitration arising out of this Agreement shall be entitled to its attorney's fees and costs of such litigation(including expert witness fees). 19. Entire Agreement. This written Agreement constitutes the entire and complete agreement between the Parties and supersedes any prior oral or written agreements. This Agreement may not be changed, modified, or altered except in writing signed by the Parties hereto. 20.Anti-kickback. No officer or employee of City,having the power or duty to perform an official act or action related to this Agreement shall have or acquire any interest in this Agreement, or have solicited, accepted,or granted a present or future gift,favor,service, or other thing of value from any person with an interest in this Agreement. 21. Business Registration. Consultant shall register with the City as a business prior to commencement of work under this Agreement if it has not already done so. 22. Assurance of Compliance with Applicable Federal Law. During the performance of this Agreement, the Consultant,for itself,its assignees,and successors in interest agrees as follows: A. Compliance with Regulations. Consultant shall comply with the federal laws set forth in subsection G, below ("Pertinent Non-Discrimination Authorities") relative to non-discrimination in federally-assisted programs as adopted or amended from time-to-time, which are herein incorporated by reference and made a part of this Agreement. B. Non-discrimination. Consultant,with regard to the work performed by it during this Agreement, shall not discriminate on the grounds of race,color,or national origin in the selection and retention of subcontractors, including procurements of materials and leases of equipment. Consultant shall not participate directly or indirectly in the discrimination prohibited by the Acts and the Regulations, including employment practices when the contract covers any activity, project, or program set forth in Appendix B of 49 CFR Part 21. C. Solicitations for Subcontracts. Including Procurements of Materials and Equipment. In all solicitations, either by competitive bidding, or negotiation made by Consultant for work to be performed under a subcontract,including procurements of materials,or leases of equipment, each potential subcontractor or supplier shall be notified by Consultant of Consultants's obligations under this Agreement and the Acts and the Regulations relative to non-discrimination on the grounds of race,color, or national origin. D. Information and Reports. Consultant shall provide all information and reports required by the Acts, the regulations, and directives issued pursuant thereto, and shall permit access to its books, records,accounts, other sources of information,and its facilities as may be determined by the City or the WSDOT to be pertinent to ascertain compliance with such Acts,regulations,and instructions. Where any information required of Consultant is in the exclusive possession of another who fails or refuses to furnish the information, Consultant shall so certify to the City or the WSDOT, as appropriate,and shall set forth what efforts it has made to obtain the information. Agreement for Professional Services(with professional liability coverage) Page 6 of 8 Contract No. 22-083 E. Sanctions for Noncompliance. In the event of a Consultant's noncompliance with the non- discrimination provisions of this Agreement, the City will impose such contract sanctions as it or the WSDOT may determine to be appropriate,including,but not limited to: 1. Withholding payments to Consultant under the Agreement until Consultant complies; and/or 2. Cancelling,terminating,or suspending the Agreement, in whole or in part. F. Incorporation of Provisions. Consultant shall include the provisions of paragraphs of these Contract Clauses in every subcontract, including procurements of materials and leases of equipment, unless exempt by the Acts, regulations and directives issued pursuant thereto. Consultant shall take action with respect to any subcontract or procurement as the City or the WSDOT may direct as a means of enforcing such provisions, including sanctions for noncompliance. Provided,that if Consultant becomes involved in, or is threatened with litigation by a subcontractor or supplier because of such direction,Consultant may request that the City enter into any litigation to protect the interests of the City. In addition,Consultant may request the United States to enter into the litigation to protect the interests of the United States. G. Pertinent Non-Discrimination Authorities: During the performance of this Agreement, the Consultant agrees to comply with the following non-discrimination statutes and authorities; including but not limited to: Title VI of the Civil Rights Act of 1964(42 U.S.C. §2000d et seq.,78 stat.252),(prohibits discrimination on the basis of race,color,national origin);and 49 CFR Part 21;and 49 Part 26; The Uniform Relocation Assistance and Real Property Acquisition Policies Act of 1970, (42 U.S.C. §4601), (prohibits unfair treatment of persons displaced or whose property has been acquired because of Federal or Federal-aid programs and projects); Federal-Aid Highway Act of 1973, (23 U.S.C. §324 et seq.), (prohibits discrimination on the basis of sex); Section 504 of the Rehabilitation Act of 1973, (29 U.S.C. §794 et seq.), as amended, (prohibits discrimination on the basis of disability); and 49 CFR Part 27; The Age Discrimination Act of 1975, as amended, (42 U.S.C. §6101 et seq.), (prohibits discrimination on the basis of age); Airport and Airway Improvement Act of 1982, (49 U.S.C. §471, Section 47123), as amended, (prohibits discrimination based on race,creed,color,national origin,or sex); The Civil Rights Restoration Act of 1987,(PL 100-209), (Broadened the scope, coverage and applicability of Title VI of the Civil Rights Act of 1964, The Age Discrimination Act of 1975 and Section 504 of the Rehabilitation Act of 1973,by expanding the definition of the terms"programs or activities"to include all of the programs or activities of the Federal- Agreement for Professional Services(with professional liability coverage) Page 7 of 8 Contract No. 22-083 aid recipients, sub-recipients and contractors, whether such programs or activities are Federally funded or not); Titles II and III of the Americans with Disabilities Act, which prohibit discrimination on the basis of disability in the operation of public entities,public and private transportation systems,places of public accommodation,and certain testing entities(42 U.S.C. §§12131- 12189)as implemented by Department of Transportation regulations at 49 C.F.R.parts 37 and 38; The Federal Aviation Administration's Non-discrimination statute (49 U.S.C. §47123) (prohibits discrimination on the basis of race,color,national origin, and sex); Executive Order 12898, Federal Actions to Address Environmental Justice in Minority Populations and Low-Income Populations, which ensures Non-discrimination against minority populations by discouraging programs, policies, and activities with disproportionately high and adverse human health or environmental effects on minority and low-income populations; Executive Order 13166, Improving Access to Services for Persons with Limited English Proficiency, and resulting agency guidance, national origin discrimination includes discrimination because of Limited English proficiency(LEP). To ensure compliance with Title VI,you must take reasonable steps to ensure that LEP persons have meaningful access to your programs(70 Fed.Reg. at 74087 to 74100); and Title IX of the Education Amendments of 1972, as amended, which prohibits you from discriminating because of sex in education programs or activities(20 U.S.C. §1681 et seq.). 23. Severability. If any section, sentence,clause,or phrase of this Agreement should be held to be invalid for any reason by a court of competent jurisdiction,such invalidity shall not affect the validity of any other section,sentence,clause,or phrase of this Agreement. 24. Exhibits. Exhibits attached and incorporated into this Agreement are: A. Scope of Services and Summary of Fees B. Insurance Certificates The Parties have executed this Agreement this /OT~day of Nl1y , 20 2z . CITY OF SPOKANE VALLEY Consultant: J Hohman, City Manager By: Tarelle Osborn Its: Authorized Representative APPROVED AS TO FORM: / 0113j11 Office o the City/tt ey Agreement for Professional Services(with professional liability coverage) Page 8 of 8 City of Spokane Valley Stormwater Comprehensive Plan and Rate Study Scope of Work Exhibit A SCOPE OF WORK Project: City of Spokane Valley Stormwater Comprehensive Plan and Rate Study PRIME Consultant: Osborn Consulting,Inc. Contract No.: Background The goal of this project is to develop a stormwater comprehensive plan,rate study, and proposed rate revision plan for the City of Spokane Valley(City). The City owns,operates, and maintains a Stormwater Utility which includes infrastructure governed by the Municipal Separate Storm Sewer System(MS4) Permit as well as the Underground Injection Control(UIC)Program (UIC Rule)governed by Washington Administrative Code(WAC 173-218). The stormwater comprehensive plan developed as part of this project will address new and increased requirements of the MS4 Permit and UIC Rule Guidance,updated projections of future customer and infrastructure growth and development,and adjustment of stormwater rates and rate structure to maintain sustainable funding of the City's Stormwater Utility. Osborn Consulting,Inc. (OCI)has teamed with FCS GROUP(FCS) and Evergreen StormH2O(Evergreen)to complete the work described in this contract.An overview of the tasks associated with the work is provided in Table 1. The City of Spokane Valley stormwater utility has been in place since the City's incorporation in 2003. The impervious-based rate of$21 per year is imposed uniformly on single family residences,duplexes, triplexes,and fourplexes.All other developed property is charged$21 for every 3,160 square feet of measured impervious surface area—the average amount of impervious surface area on single family residences in Spokane Valley. The stormwater rate is expected to generate about$1.9 million in 2022 to fund 402. The stormwater program also receives funding from the Spokane County Aquifer Protection Area fee, imposed on each water meter by meter size.Funds from this source must be"expended entirely on stormwater related projects that are designed to protect the aquifer."This fee will sunset in November of 2024 without a regional public vote. This fee is expected to generate over$450,000 in 2022 to fund 403. The task plan described below would provide a multi-year revenue requirement(financial plan),a cost-of- service analysis,and rate structure options,with supporting outreach and documentation. The goal is to have this rate study and the proposed rate revisions completed in time to present it at required public hearing meetings and obtain City Council approval by August 2022 for Council adoption and implementation for 2023. 1 ' Page 75 o O 1.., cn 0 � d a) 3 P. 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U Q N M .1- V7 N City of Spokane Valley Stormwater Comprehensive Plan and Rate Study Scope of Work Task 100: Project Management& Administration Objective: This task covers the management, administration, and coordination of the work by the Consultant Team as defined in this Contract including project management,preparation of monthly invoices,project schedule maintenance, and overall coordination with the City. Consultant Services Task 100A: Project Management&Administration • General project coordination o Set up and close out the consultant contract. o Coordinate and manage the project team(including subconsultant) in the successful completion of the scope of work tasks. o Prepare and manage the project schedule o Prepare and manage issue log with the City and all team members. o Prepare amendments to this contract if needed. • Invoicing o Prepare and electronically submit monthly invoices with attached monthly status reports describing the following: • Services completed during the month • Services planned for next month • Need for additional information • Scope/Schedule/Budget issues,if applicable • Schedule update and financial status summary • Monthly Project Check-in Meetings with the City o Prepare for and attend monthly check-in meetings for the duration of the project. o The purpose of these meetings is to discuss project status with the City(work completed since previous meeting),review upcoming tasks/activities, and provide schedule updates. o The first check-in meeting will be a kickoff meeting for the Consultant team to meet with City stormwater staff to confirm the City's goals, objectives,and priorities for the project; identify planning criteria;coordinate on document and record collection; and review and confirm the project schedule including scheduling meetings, identifying who to interview (gap analysis)and the timeframe for interviews,determining deadlines for deliverables, identifying staff that will be interviewed,and identifying locations for field inspection. o Materials to be developed for these meetings include an agenda,meeting notes,and an action item list. o The Rate Study lead will attend meetings as needed.Hours for their project management time are included in Task 400. o The Gap Analysis lead will attend meetings as needed.Hours for their project management time are included in Task 300B. Client Responsibilities • Process payment of invoices within 30 calendar days of invoice. 3IPage City of Spokane Valley Stormwater Comprehensive Plan and Rate Study Scope of Work • Review and process contract change requests and amendments,if needed. • Attend all meetings. Assumptions • The project duration will be eight(8)months starting after the contract is executed. • Invoices will be the Consultant Team standard invoice format, submitted electronically.Budget assumes eight(8)invoices and status reports over the project duration. • All meeting notes will be in a bulleted format and limited to a summary of the meeting discussion,decisions made,and action items. • Project Check-in Meeting agendas will be emailed to the client one business day before the meeting and meeting notes will be emailed to the City within 5 business days after meetings. • Check-in meetings with the Consultant team project manager will be held either face to face or via webinar depending on status of state meeting restrictions due to the coronavirus. Deliverables • Monthly Invoices and Status Report(email PDF). • Project Schedule and Schedule updates(email PDF). • Meeting agendas,notes,and list of action items for kick-off meetings and each monthly check-in meeting(PDF) Task 200: Data Collection Objective: This task focuses on collecting data needed to conduct the rate study and complete the stormwater comprehensive plan. Consultant Services The Consultant Team will compile a list of data needed for this project,including GIS data,maintenance or inventory records,procedural documents,reports,etc. including but not limited to the following items: • Stormwater Utility Assets within the City's geographical area covered by the MS4 Permit and/or by Underground Injection Control(UIC)Rule as well as any other assets that will be funded by the stormwater utility (this is part of the Task 300B Gap Analysis and Task 300C Prioritize and Estimate Stormwater Improvement Project Cost). • UIC Well Data including existing City well assessments including point-rating values,categories, and category definitions(this is part of the Task 300B Gap Analysis and Task 300C Prioritize and Estimate Stormwater Improvement Project Cost). • Capital Improvement and Small Works Projects Information including estimated costs, schedule for design and construction, location, existing CIP list, and drainage complaint data. In addition,construction cost fees from other projects may be requested to inform future cost estimates associated with the City's Capital Improvement and Small Works Projects as part of their stormwater utility(this is part of the Task 300C Prioritize and Estimate Stormwater Improvement Project Cost). • Land Cover, Zoning, and Traffic Data and any other information related to future customer growth forecasting, planning, or report documentation (this is part of the Task 400A Determine Revenue Requirements). 4IPage City of Spokane Valley Stormwater Comprehensive Plan and Rate Study Scope of Work • Gap Analysis Information previously completed by the City, any procedural Level of Service reporting information(this is part of the Task 300B Gap Analysis). • Operation and Maintenance Data describing current practices and Full-Time Employee (FTE) needs to perform the Level(s) of Service desired by the City (this is part of the Task 300B Gap Analysis). The data collected will be reviewed by the Consultant Team and an inventory will be created. Gaps will be identified and documented, and an approach for addressing the gaps will be discussed with the City as part of this task. Client Responsibilities • Provide requested data within the agreed upon schedule. Assumptions • The process and results for the work conducted during this task will be summarized in Chapters 1,2,and 3,of the Stormwater Comprehensive Plan. • Drainage complaint data will be used to inform the recommended prioritization of the City's existing stormwater CIP project list and other stormwater improvement projects(as part of Task 400),however it will not be used to create or develop new CIP or stormwater improvement projects. Deliverables • Data Inventory(PDF and Excel) Task 300: Data Evaluation, Gap Analysis, and Cost Evaluations Objective: This task focuses on evaluating and analyzing data(from Task 200) needed to conduct the rate study and complete the stormwater comprehensive plan, including the gap analysis, and cost evaluations of City provided stormwater CIP projects. Task 300A: Stormwater Asset Data Evaluation and Review This task includes reviewing the City's existing inventory of stormwater assets including UICs within the City Limits. This information will be used to estimate long-term staffing and resource needs for managing the stormwater utility. This task also focuses on reviewing the City's existing stormwater systems and UICs to identify drainage areas of concern or priority areas for treatment. A synthesized list of the drainage areas of concern will be developed based on drainage complaint records,public comment, and information from City staff. The task is anticipated to include the following: • Review Inventory of Stormwater Assets o Review the City's existing GIS data and/or spreadsheet data gaps of stormwater assets. A recommendation will be made for collecting additional data. Stormwater assets to be reviewed include the following: • Storm drains • Manholes and catch basins 5IPage City of Spokane Valley Stormwater Comprehensive Plan and Rate Study Scope of Work • Ditch and culvert conveyance systems • UIC Drywells and other infiltration facilities • Stormwater BMPs • Inventory gaps • Review Drainage Areas of Concern o The Consultant team will review"drainage areas of concern"through interviews with City staff and information from the data analysis(Task 200),expected to include drainage complaint records and public comments. Following the interviews,the Consultant team will confirm the list of up to 25 potential CIP projects (provided by the City). A table summarizing the potential projects will be developed and will include the following information: • CIP Project Summary: A summary will be developed including location,date(s)and type of stormwater feature(i.e.,culvert, drywell,BMP,catch basin,etc.),prior mitigation attempts,and the source of the information. • New Potential Projects: Any new potential CIP projects identified as a result of this work will be listed in the table and a recommended for future CIP development. Cost estimates will be based on projects of similar size or type. o Develop an 11 x 17 City-wide map that identifies all drainage areas of concern. o During a monthly check-in meeting with the City,the Consultant team will review and confirm the areas of concern identified,and which should be included in the stormwater comprehensive plan(Task 500). • QA/QC Review o Complete QA/QC review of recommendations memo,resource estimate,synthesized list of drainage areas of concern. Client Responsibilities • Provide(up to)25 potential stormwater CIP projects • Review and provide comments on GIS map within the agreed upon schedule • Provide existing GIS data and/or spreadsheet inventories of stormwater assets and list of gaps Assumptions • The process and results for the work conducted during this task will be summarized in Chapter 3 of the stormwater comprehensive plan. • Drainage complaint data will be used to inform the recommended prioritization of the City's existing stormwater CIP project list and other stormwater improvement projects(as part of Task 400),however it will not be used to create or develop new CIP or stormwater improvement projects or develop cost estimates. • Final copies of the map will be included in the stormwater comprehensive plan. Deliverables • Draft and fmal memorandum of recommendations for gaps in inventory of stormwater assets (Word and PDF) • One(1) 11 x 17 map showing City-wide drainage areas of concern. 6IPage City of Spokane Valley Stormwater Comprehensive Plan and Rate Study Scope of Work Task 300B: Gap Analysis and Level of Service Evaluation The Consultant Team will assess the City's current Stormwater Management Program Plan (SWMP) for compliance to the 2019-2024 MS4 Permit. Specifically,the Consultant team will conduct a gap analysis by comparing the SWMP to the MS4 Permit, UIC Rule,and the level of service goals defined by the City, to determine areas where improvements and specific actions to meet compliance may be needed and to determine the resources needed to operate and maintain the stormwater utility. Information that will be collected for the assessment includes interviewing City staff and collecting and reviewing relevant documents/records.To complete the gap analysis,the Consultant team will review the compliance checklist that was developed by the City for completeness, then verify and build on that checklist to complete this task. • Gap Analysis Kick-Off Meeting o The Consultant team Project Manager and Gap Analysis Lead will prepare for and attend one(1)gap analysis kick-off meeting. o The purpose of this meeting is for the Consultant team to meet with the City Program Leads to prepare them for the gap analysis. This is expected to include: presenting an overview of the gap analysis process and schedule;providing the program leads with the compliance check-list relevant to their department;requesting needed documents and records; scheduling interviews with each program lead,and deadlines for providing documents and records. o Materials to be developed for these meetings include an agenda,final list of documents and records needed, final compliance checklist for each program lead,project schedule,meeting notes, and an action item list. • Identify Planning Criteria o Identify and summarize applicable requirements within the Stormwater Management Manual for Eastern Washington(including the UIC Rule),the Spokane Regional Stormwater Manual (SRSM),and City ordinances. This will include developing a summary of the relevant requirements which will be used guide the comprehensive plan. o Meet with the City to identify additional requirements,service level goals relative to the different elements of the stormwater program,a range of effort for each element of the program,or needs that will be addressed with the Stormwater Comprehensive Plan. These will be identified during the Project Kick-Off Meeting. o Additional planning criteria will be identified by completing the MS4 permit compliance checklist and gap analysis(see tasks below). • Customize Compliance Questionnaire/Checklist o The Consultant team has developed a permit compliance questionnaire and checklist that summarizes requirements in the EWA MS4 2019-2024 Permit coverage area.Following the project kick-off meeting the Consultant team will update to the document to include applicable UIC rule requirements as well as the City's level of service goals as needed to align with the City's goals and priorities for the project o The questionnaire/checklist will cover the items identified during the kickoff meeting along with the following program components from the City's MS4 permit: • General Requirements • S5.B.1 Public Education and Outreach(E&O) • S5.B.2 Public Involvement and Participation 7IPage City of Spokane Valley Stormwater Comprehensive Plan and Rate Study Scope of Work • S5.B.3 Illicit Discharge Detection and Elimination(IDDE) • S5.B.4 Construction Site Stormwater Runoff Control • S5.B.5 Post Construction Stormwater Management for New Development and Redevelopment • S5.B.6 Municipal Operations and Maintenance(O&M) • S8. Monitoring and Assessment • S9. Reporting and Record Keeping • UIC Rule(WAC 173-218) • Coverage of areas identified as MS4 or UIC by the City • Collect Documents and Records o Identify and collect documents and records needed to complete the compliance checklist, as needed. The draft list of needed documents and records will be provided at the Project Kick- Off meeting as needed. This list may include but not be limited to the following: • Past Stormwater Management Plan(s) and Annual Reports • Notifications of non-compliance • Interlocal agreements • Standard Operating Procedures(SOPs) • Program description documents: Stormwater Design/O&M Manuals, etc. • Effectiveness Study Documents • Spokane Valley Municipal Code(SVMC) • Spokane Regional Stormwater Manual(SRSM)and/or the Ecology Stormwater Management Manual for Eastern Washington(SWMMEW) • SWPPP for City sites • Stormwater Related Standard Details • Public Education and Outreach Materials • GIS database of stormwater facilities: storm drain systems, outfalls,BMPs,etc. • Maintenance Records • City Staff Training Records • Construction Site Project Files • Spokane Valley Street Standards(SVSS) o Develop an inventory of the documents and records collected. • Interview Program Leads o Interview City personnel who are the program leads for different elements of MS4 and UIC Rule compliance, as well as desired level of service for the stormwater utility to provide for those aspects of the utility that are not governed by the MS4 Permit or the UIC Rule,or aspects for which the City needs a higher level of service than required. Interviews will cover all elements of permit compliance that are under the lead's authority. The following leads are expected to be interviewed: • The City's Stormwater Manager • Operations and Maintenance Lead • Education& Outreach(E&O)Lead • New development/redevelopment(post construction)Lead • Construction Lead • Illicit Discharge Detection and Elimination(IDDE)Lead Wage City of Spokane Valley Stormwater Comprehensive Plan and Rate Study Scope of Work • Monitoring and Assessment Lead o Develop interview notes on the components discussed in the interviews. o Conduct follow-up interviews if necessary • Additional Maintenance Staff Interview Questions o During the interview with City maintenance staff(responsible for maintaining the existing stormwater system)additional questions will also be asked to collect the following information: • List of responsibilities of maintenance crew for covering maintenance needs beyond what is required for compliance with the MS4 permit or UIC rule. • List and description of known drainage areas of concern or other types of problem areas that may need to be addressed as part of the comprehensive plan and rate study. • Review Documentation and Complete Compliance Checklist o Review documents and records collected during the documentation collection portion of this task. This will include reviewing and confirming the information provided in the compliance checklist the City has developed. o Evaluate program components identified in the Compliance Questionnaire and Checklist compared to the City's current municipal code to assess permit compliance. For each section and subsection of the MS4 permit,the following information will be entered into the compliance checklist: • Summary of existing and planned activities associated with compliance. For planned activities,the planned date for implementation will also be noted. • Rating of program's permit requirement coverage, rated as"none","partial", "meets", or "exceeds" • Description of program gap • List of responsible staff • Estimated annual staffing needs and other resources associated with permit requirement. Staffing needs will be estimated as the number of full-time employees(FTEs)required to meet permit requirements. • Each program component requirement will be categorized by the following six types to assist with organizing gaps and recommendations: — Data Management—Requirements regarding the collection of sets of information such as monitoring,mapping,water quality,etc. — Policy Development&Implementation—Requirements regarding utility and/or City procedures, ordinances,municipal code,new and redevelopment requirements, LID, etc.as well as a schedule for implementation — Training—Requirements regarding education of staff,businesses, and public — Documentation—Requirements regarding the submittal of documents/reports to Ecology and/or the creation of documents/reports for internal use or distribution to the public — Record Keeping—Requirements to retain information,records,and forms — Operations&Maintenance—Requirements for the physical operation and maintenance of structural stormwater system elements 9IPage City of Spokane Valley Stormwater Comprehensive Plan and Rate Study Scope of Work o Create inventory of City resources required for implementing the new Comprehensive Plan and identify additional needed resources. This may include personnel and financial resources as well as office equipment, field and monitoring equipment,and operations and maintenance equipment. • Develop Resource Estimate o Using the results of the MS4 permit and UIC Rule gap analysis and the recommendations for the City's inventory of stormwater assets developed in this task,develop an estimate of annual resources including FTEs and equipment needed to complete the duties of the Stormwater Utility. The FTE estimate will include the number of FTEs needed to accomplish the following: • Meeting MS4 permit and UIC Rule requirements • Maintaining stormwater assets not regulated by the MS4 permit and/or the UIC Rule • Responding to public drainage complaints,requests for information,and other interactions with the public • Managing design and construction of City stormwater projects • Supervision of full-time employees and temporary seasonal staff • Securing funding for the Stormwater Utility through grant applications or other methods • Completing new Stormwater Utility responsibilities(e.g. UIC well rehabilitation,etc.) • Anticipated increase in FTEs needed during a 20-year planning horizon using a multiplier based on City growth projections o Provide recommendations for the City's inventory of stormwater assets that can be used for estimating maintenance staffing and equipment needs. The recommendations may include the following information: • Total length of linear assets(pipes,ditches,etc.) • Total number of point assets(manholes, catch basins,BMPs,etc.) • Maintenance frequency for each type of asset • Staffing(FTEs)needed to manage each type of asset • Type of equipment needed to maintain each asset • Gap Analysis and Recommendations for Improvement o Compare the MS4 permit requirements and UIC Rule guidance in the compliance checklist to the information collected about the City's existing SWMP,Municipal Code,or ordinances to identify gaps in permit compliance. Identify and develop a summary of each gap and areas for improvement. o Assess and define the up to two options for the desired level of service(from program lead interviews,and discussions with City staff)to be provided by the stormwater utility. For example manage the entire geographical area following the MS4 Permit or a separate area managed by the UIC Rule and the MS4 Permit. o Develop a plan and schedule(table format)for implementing improvements. Possible improvement recommendations may include updates to City ordinances,modifications to the O&M program,increased monitoring,changes to record keeping procedures, and other improvements that may help with improving permit compliance. o Identify resources needed for implementing improvements including funding,FTEs required, and equipment and specific resources needed to manage the range of levels of service considered as part of this task. 10IPage City of Spokane Valley Stormwater Comprehensive Plan and Rate Study Scope of Work • Record Keeping Recommendations o During interview with Program Leads,questions will be asked about existing processes for collecting and maintaining permit required records as well as existing processes for conducting related work. o Using the information collected,draft flow chart(s)will be developed that outline the existing processes and draft recommended processes. Follow up meetings with Program Leads will be scheduled via webinar or phone call to confirm the existing process and review/collect their feedback on the recommended processes. o Feedback collected will be incorporated into the flow charts which will be submitted with the draft report(Task 500)for review. • QA/QC Review o Complete QA/QC review of compliance checklist, improvement plan,flow chart(s), and Resource estimate. Client Responsibilities • Provide the requested documents,records,and information for the Consultant Team to complete the compliance checklist within an agreed-upon timeline after receiving the Consultant Team's request for information. • The City is responsible for coordinating with the Program Leads to identify all the staff that need to attend interviews to address questions that focus on the specific section(s)of the permit under the Program Leads authority. • The City will use track changes,mark-up, and/or comment options in Excel or a PDF compatible program to provide comments on draft deliverables. • Review project deliverables and provide one consolidated list of review comments on the project shared site for the Consultant Team within the agreed-upon time frame. • The City Project Manager will review comments provided by City staff and identify which comments the Consultant team will address as well as provide proposed resolution for conflicting comments. • Attend interviews with program leads. Assumptions • The Consultant team will set up a OneDrive or SharePoint project site for sharing project documents with the City or use a site setup by the City. • This work contract for Task 300B will not include any field assessments or inspections. • Interviews will be scheduled by the Consultant team with each program lead and relevant staff to focus on the specific section(s)of the permit under the program leads authority. If follow-up questions are needed with the program lead,they will be conducted over the phone. • Meetings and interviews will be held either face to face or via webinar depending on status of state meeting restrictions due to the coronavirus. • The budget for the Consultant team to collect and review the City's documentation and complete the compliance checklist assume that documentations(documents and records)provided by the City are complete(contain the information needed to complete the checklist),readable,in an electronic format that is searchable,and organized in a way that is efficient for obtaining information(e.g. organized by type of document, City department,date collected,etc.). After receiving the City's documentation, if more time is needed for organizing or sorting documents, the Consultant team will set up a meeting with the City to discuss the document(s)and determine 11JPage City of Spokane Valley Stormwater Comprehensive Plan and Rate Study Scope of Work whether the City will complete additional organization work or issue an amendment for the Consultant team to organize the documents. • The Consultant team will use the comment option in Excel or a PDF compatible program to respond to all City comments on draft deliverables. Revisions to draft deliverables will be submitted via email back to the City for official record of how the comments were addressed. • The budget assumes one round of comments from the City on draft deliverables which the Consultant team will incorporate into the final documents. • Gap analysis will not require additional Stormwater Capital Improvement Projects (CIPs)or updates to already developed City provided Capital Improvement Projects (CIPs). Deliverables • Information/Data Requests(email) • Inventory Summarizing Documents and Records Collected and Reviewed(Excel file) • Draft and final compliance questionnaire/checklist(Excel file)with typed interview notes. • Draft and final resource estimate in table format(PDF) • Draft and final tables summarizing the following items organized by permit section(Excel files): o Summary of SWMP gaps for UIC Rule or MS4 Permit o Recommend areas for improvement and schedule for implementation o Summary of existing resources (including costs),resources required,and additional resources needed • The deliverables for this subtask will also be included in Chapters 2,3, and 5 of the Stormwater Comprehensive Plan(Task 500). Task 300C:Prioritize and Estimate Stormwater Capital Improvement Project Costs This task includes reviewing the City's planned stormwater improvement project list(forecasted capital improvement and small works projects from Task 300A),UIC retrofit plan,and the replacement cost of existing systems.Following the review and assessment, the Consultant team will provide recommendations for construction costs and prioritization to achieve the City's desired level of service,as well as an action plan identifying next steps to implement the stormwater improvement project plan and goals. This information will be documented in the Stormwater Comprehensive Plan and is expected to include: • Assess Cost of Forecasted UIC Retrofit Plans o Review and assess available data(Task 200)provided by the City, including existing UIC well assessment and available local pollutant loading information. The information will be used to complete the following: • Evaluate City UIC Assessment for adequate scoring strategy and provide recommendation regarding proper scoring allowance relative to: — Average Daily Traffic(ADT) Counts — Upstream protections,including the non-endangerment standard — Source control,including zoning • Review City's current long-term strategies and goals relative to point reduction and provide recommendation regarding the proposed strategies including the following specific items: 12IPage City of Spokane Valley Stormwater Comprehensive Plan and Rate Study Scope of Work — Total number of points(per the City's UIC well assessment system)for the total number of drywells. — City-wide total average point value. — Target City-wide total average point value(i.e. City-wide average of 3.0 for a low risk of pollutant loading) — Time(in years)to reach goal with specific target point reductions/year — UIC retrofit priority strategy and UIC retrofit overall strategy — Budget estimate per point to reach goal — Project checklists, flow charts,or other resources that assist or guide the City to meet the UIC retrofit project strategy • Evaluate Replacement Cost of Existing Systems o Review and assess available data provided by the City(Task 200),including available costs from City records for replacement of existing stormwater systems (assets including collection conveyance,UIC wells,or other stormwater facilities),and assess the impacts that high-level changes may have on future cost forecasts and whether or when stormwater facilities could be upgraded,replaced, or added based on high/medium/low categorization of specific projects or types of projects. The information will be used to complete the following: ■ Evaluation of existing systems,which may include: — Existing asset condition data provided by the City(Task 200) — Inspection and/or maintenance records of stormwater assets — Determining the amount of affected assets and their level of priority,based on specific criteria developed with input from the City. This will include developing a rubric or decision flow-chart of critical variables such as age,materials,number of reported drainage issues,etc.to determine both the likelihood and consequences of failure as well as estimate sizing for retrofits or new systems. — Provide recommendations for prioritization of future stormwater system improvement programs • Determine a strategy for UIC rehabilitation or replacement,which may include consideration of: — Pentagons — Non-standard structures — Failing UICs(holding water) — Visual inspection indicators — Time-in-service • Recommend strategy for other facilities,including: — BMPs — Catch basins — Stormwater Pipes — Culverts — Pump Stations • Develop an annual budget for existing system replacement including: 13IPage City of Spokane Valley Stormwater Comprehensive Plan and Rate Study Scope of Work — Timeline for expected full-system replacement — Projected costs considering future inflation timeline — Level of Service-based replacement • Cost of Forecasted Capital Improvement and Small Works Projects o Review and assess available data(Task 200)provided by the City, including available costs from City records for past or planned capital improvement and/or small works projects, and project schedules. The projects will be identified as"compliance"or"improvement"projects as part of this work. The information will be used to complete the following: • Assess planned CIP street projects(from the City's existing TIP)and opportunities to include the following as part of the street projects: — UIC retrofit strategy and plan — UIC rehabilitation and replacement strategy — Other stormwater facility rehabilitation and replacement strategy(s) — Service contract comments identifying stormwater improvements(within project limits) — Percentage cost of stormwater improvements associated with past street projects for future forecasting • Review and estimate costs and schedule of City's existing identified Stormwater Improvement projects(up to 25 projects) • Assess City's Small Works projects roster and annual budget needs and schedules (up to two scenarios,e.g. short-term and long-term), consistent with the Level-of-Service identified in Task 200C including the following components: — Service contract comments identifying stormwater improvements(city-wide) — Fixed budgeting consideration and determination(e.g. $200-300k per 1-2-year period) — Maximum threshold definition for small works protocols • Prioritize Stormwater Improvement Projects o Develop a rubric,with input from the City,to prioritize projects using the categories below, which will be used to give each CIP project a normalized score with a maximum possible score of 100 points consistent with the City's current scoring system. • Construction cost(where appropriate,construction costs may be based on percentage estimates for local costs of stormwater work related to larger construction efforts) • 20-year maintenance cost • Risk of continued drainage issues • Public benefit • Compliance with stormwater requirements • Planning-level pre-design requirements o The information from the above subtasks will be consolidated into a single table and will include the following information: • Project name and ID number • Project location within an 11x17 vicinity map • Project description(1-2 sentences) 14IPage City of Spokane Valley Stormwater Comprehensive Plan and Rate Study Scope of Work • Construction cost-estimates provided by the City(Task 200),with percentage-based estimates of contingency, sales tax, fees for design, survey,permitting, and construction management, if needed, and future cost forecasting based on anticipated project construction timeline o Meet with the City during a project check-in meeting to review the prioritization results from and update the project rankings based on input from the City. • QA/QC Review o Complete QA/QC review of stormwater improvement project prioritization and cost estimate and forecasting. Client Responsibilities • Review and provide input on the selection/prioritization of CIPs and GIS maps within the agreed upon schedule Assumptions • Maps and flow charts completed during this project will be incorporated into the comprehensive plan. • Stormwater modeling and pollutant loading are not included in this scope of work.Facility retrofits will be sized generically based on the City's UIC well assessment system. • Sizing of assets will not be provided. CIP costs will be approximate and use comparable based on catchment area or other relative measure. • Drainage complaint data will be used to inform evaluation process,however it will not be used to create or develop new CIP or stormwater improvement projects. Development of additional CIPs will be considered additional services. • Asset replacement costs will be provided at a programmatic level for each of the asset types. Targeted replacement dates for specific individual assets will not be provided. Deliverables • Summary table of CIP projects with cost and recommended prioritization(PDF). • The deliverables for this subtask will be included in Chapters 2, 3, and 6 of the Stormwater Comprehensive Plan(Task 500). Task 400: Prepare Rate Study Objective: This task focuses on completing a stormwater fee rate study including data collection, developing a policy framework, determining revenue and level-of-service requirements, and developing recommendations for updated stormwater fee rates. The Consultant team will facilitate the coordination and review work as described in this task, and the Rate Study Lead will complete the rate study components as described in Exhibit A. • Rate Study Kick-Off Meeting o Prepare for and attend one(1)rate study kick-off meeting. o The purpose of this meeting is for the Consultant Team to meet with the City Project Manager to prepare them for the scope and process of conducting the rate study. 15IPage City of Spokane Valley Stormwater Comprehensive Plan and Rate Study Scope of Work o An initial project meeting will be scheduled with the City,the Consultant Team Project Manager and Rate Study Lead to confirm an understanding of the rate study's goals, objectives,and potential issues and concerns(from all parties),as well as identify the information the Consultant team will need to conduct the rate study. • Public Meeting o Prepare for and attend one(1)in-person public meeting. • The purpose of this public meeting is to update the public about the project status and obtain feedback from the public on the proposed changes to the stormwater fee rates. The meeting will be hosted by the Rate Study Lead and the Consultant Team Project Manager. • The format for this meeting will be in person. The meeting recording and materials will be posted on the City website for an online comment period, described below in this task. • Materials to be developed and presented to the public include: - An announcement for the newspaper regarding the meeting purpose,time, and location. A PowerPoint presentation to summarize the new stormwater rates and the findings of the comprehensive plan(created by the Consultant team). - A four-page flier with information about the project and the project status, the timeline for the new stormwater rates to be implemented,and an aerial map with the proposed study area. The flier will also include discussion about the benefits of the rate increase to the public. • Online Comment Period o The Consultant team will develop materials and the City will post the materials on a website for a 30-day public comment period. These materials will include the proposed rate increases and Level of Service plans. o Follow up work includes consolidating public comments into a table format and developing draft responses to the comments. • City Council Meeting o The purpose of this meeting is to update the City Council about the project status and obtain feedback on the proposed changes to the stormwater fee rates as well as the proposed stormwater comprehensive plan. o The format for this meeting is anticipated to be in-person,but may be changed to an online format depending on the status of the state meeting restrictions due to the coronavirus. o The Consultant team will work with City staff on preparing rate study presentation materials for a City Council meeting. The presentation will present study findings, allowing City Council members to be better equipped to make decisions that are to the benefit of the long- term health of the utility. o Attend and present at one(1)City Council meeting regarding the following: • Revenue requirements identified during the study. • Rate design alternatives and proposed rates. 16IPage City of Spokane Valley Stormwater Comprehensive Plan and Rate Study Scope of Work Assumptions • Rate Study Kick Off Meeting participants could include a representative from departments that can address issues related to finance,engineering,operations,customer service(if applicable)and administration.Additional City staff participants will be identified during a monthly check-in meeting with the City. • The Kick Off Meeting, Open House and Council Meeting will be attended by the Consultant Team Project Manager,Rate Study Task Lead and Gap Analysis Lead. Client Responsibilities • Attend project meetings • Organize,schedule,and host the City Council Meeting • Review and provide comment on the Consultant Team deliverables within the agreed upon schedule Task 500: Develop Stormwater Comprehensive Plan and Rate Study Objective: This task focuses on developing a written summary of the work complete, the process for making decisions during this study including recommendations and an execution plan. The outline of chapters and chapter content is summarized in Table 2. These chapters will be written as the associated work is completed in the subsequent tasks. This task also includes work associated with developing education and outreach materials about the revised stormwater rates. Consultant Services Task 500A:Draft and Final Comprehensive Plan This task includes developing and writing the content for the draft and final versions of the Stormwater Comprehensive Plan and Rate Study. • Execution Plan and Next Steps o In coordination with the City,create a plan for developing and executing the CIP recommendations including how and when the work could be phased as well as funding sources identified in the rate study(Task 400). o Provide a summary and discussion of issues and observations made during the project that may need action in the future but were out of scope or beyond the scope of the current project to be completed. This summary will be incorporated into the Comprehensive Plan. • Develop Comprehensive Plan o Develop a draft and final version of the stormwater comprehensive plan as outlined in Table 2. o Submit the draft comprehensive plan to the City for review. o Address City comments in the draft comprehensive plan and submit the final version incorporating updates based on comments. 17IPage City of Spokane Valley Stormwater Comprehensive Plan and Rate Study Scope of Work Task 500B:Develop Education and Outreach Materials This task includes creating education and outreach materials to inform the public about the stormwater rate increases and the Stormwater Comprehensive Plan and Rate Study. The material content will include information about the reason for rate increases and how the Stormwater Utility benefits the public. Materials will include the following: o Online material: Summary of comprehensive plan findings,proposed CIP projects,other benefits provided by the Stormwater utility(e.g.,operations and maintenance,response to stormwater problem areas,etc.),proposed rate increases. o Fact Sheet: Brief summary of key comprehensive plan findings and updated stormwater utility rates with direction to City's website for additional information and feedback opportunities. Table 2: Summary of Stormwater Comprehensive Plan Chapters Chapter Title and Description Draft Final Fact Sheet Purpose: Provide an overview of the study, key outcomes, plans for future work, and overview of the comprehensive plan contents. Chapter 1. Introduction and Planning Criteria Purpose: Provide background information on the comprehensive plan,an overview of goals,and outline how goals will be achieved. Chapter 2. Gap Analysis and Stormwater Utility Management Purpose: Summarize the results of the MS4 permit compliance gap analysis and recommendations for improvements and resources needed to comply with all permit and UIC Rule requirements. Summarize all other responsibilities of the Stormwater Utility and resources needed to accomplish those responsibilities. Chapter 3. Existing Stormwater System Purpose: High level description of existing stormwater system including conveyance systems and stormwater facilities. Describe drainage areas of concern that were identified, solution alternatives, and potential for addressing drainage problems as part of a small works, CIP, UIC retrofit, or standalone stormwater improvement project. Chapter 4. Financing and Rates Purpose:Provide an overview of all work completed in the rate study including data collection, developing a policy framework, determining revenue and level-of- service requirements,and developing recommendations for updated stormwater fee rates. Chapter 5. Level of Service Purpose: Describe the scenarios and range of effort considered as part of the level of service evaluation including goals for level of service to be provided,the desired level of service, and the level of service provided for areas covered by the MS4 Permit or the UIC Rule. 18IPage City of Spokane Valley Stormwater Comprehensive Plan and Rate Study Scope of Work Chapter Title and Description Draft Final Chapter 6. Execution Plan and Next Steps Purpose: Describe the implementation plan for all actions identified in the comprehensive plan including implementation of new stormwater fee rates, and schedule for constructing CIP projects and implementing other work identified during this study. This chapter will also include recommendations for projects that are potential candidates for grant awards. Client Responsibilities • Review the documents within the agreed upon schedule. • Use the track changes and comment options in Word to provide consolidated comments and suggested revisions in a single document. Assumptions • The Consultant Team will use the comment option to respond to all comments or revisions in Word and address recommended changes using the track changes option. • The revised chapters will be submitted Microsoft OneDrive(with track changes turned on and comment responses)back to the City for the official record of how the comments were addressed. In addition,the Consultant Team will also email a clean copy of the chapter to the City. • Maps and flow charts completed during this project will be incorporated into the comprehensive plan. Deliverables • Draft and Final Fact Sheet(Word and PDF). • Comment responses addressing City comments on Draft report chapters • Draft and Final copies of each report chapter(Word and PDF). Task 600 Manager's Reserve Objective: This task includes additional funds for work that may be requested during the project duration, beyond this scope, to allow the City an opportunity to avoid returning to City Council for additional budget approval. Consultant Services This task includes additional funds for work that will be engaged only with prior written authorization by the City beyond the scope and fees in described in Tasks 100-500 of this contract. This work is limited to a maximum of$10,000 and may include items such as: • Grant Writing Support • Additional E&O Materials • Out of scope work added during project 19IPage City of Spokane Valley Stormwater Comprehensive Plan and Rate Study Scope of Work Project Schedule and Fees The proposed project schedule and proposed fees are summarized in Table 3 and Table 4 respectively. The project schedule will be further developed and finalized during the project kick-off meeting. Table 3: Proposed Project Schedule Task Task Title Anticipated Dates 100 Project Management&Administration April—October 200 Data Collection April—May 300 Data Evaluation, Gap Analysis, and Cost Evaluations May—June 400 Prepare Rate Study June—July 500 Develop Stormwater Comprehensive Plan and Rate Study July- September 600 Manager's Reserve N/A Table 4: Summary of Fees by Task Task Task Title Fees 100 Project Management&Administration $24,616 200 Data Collection $6,560 300 Data Evaluation, Gap Analysis, and Cost Evaluations $101,792 400 Prepare Rate Study $79,732 500 Develop Stormwater Comprehensive Plan and Rate Study $59,912 600 Manager's Reserve $10,000 Total $282,612 20ppage EXHIBIT A- FCS GROUP'S SCOPE OF WORK Task 1—Initial project meeting An initial on-site project meeting (or remote meeting if necessary)will be scheduled to obtain an understanding of the study's goals, objectives, and potential issues and concerns(from both parties). Discussion topics could include the following: • Fiscal policies—The rate study will include recommended policies for ongoing reserve levels, capital funding, repair and replacement funding, etc. Task 2—Data collection Data collection will include a Word-formatted document that will be provided to OCI for distribution to City staff before the initial project meeting. It will outline key information required to complete the tasks outlined in the proposed work plan,such as: 1. Cost of forecasted capital improvement projects. 2. Cost of forecasted UIC retrofit plan. 3. Cost of forecasted Small Works projects. 4. Evaluate replacement cost of existing systems. Consultant shall propose a methodology for evaluation. 5. Maintenance costs related to future infrastructure growth regulated by the City's municipal stormwater permit. 6. Maintenance costs related to future infrastructure growth regulated by the UIC program. 7. Future customer growth 8. Narrative description of existing program level of service. Task 3—Prepare Rate Study Task 3a-Determine revenue requirements The revenue requirement is defined as the total amount of rate revenue needed to meet an enterprise's financial obligations, including capital, operating, and policy-driven commitments. Using an Excel spreadsheet model, we will project operations and capital revenue requirements for a 10-year period. The model will be constructed with user-friendliness in mind and will accommodate user-entry of key data and assumptions. The financial plan will include Stormwater Management Fund 402 and will allow for the inclusion of costs now recovered through the Spokane County Aquifer Protection Area fee and deposited into the Aquifer Protection Fund 403. The model will be flexible and stable enough to analyze multiple scenarios and/or levels of service. 1. The long-range financial forecast shall span ten (10)years. 2. Include yearly cash flows; forecasted revenues and expenditures; maintenance costs; and capital project costs. 3. Identify revenue requirement assumptions including general and construction cost inflation; personnel costs; fund earnings; customer growth; and debt assumptions. It is understood that capital projects will likely be funded on a pay- as-you-go basis, without the use of debt. 4. Make recommendations on the structure of Stormwater Management Fund(s), Attachment A—Scope of Work Page 1 of 3 currently Fund 402. Include recommendations on rate funded system reinvestment requirements; target utility reserves; and fund minimum balance requirements. 5. Evaluate revenue sufficiency. 6. The recommended rate structure shall be planned for six (6) years with recommendations on future increases. The revenue requirement results may be presented in a matrix format, describing service level options by program component, and corresponding rates. An example is provided below. Task 3b-Cost of service The cost-of-service analysis establishes both (1) a defensible basis for assigning"cost shares," and (2) "equity" for system customers based on industry standard methodologies that are tailored to the City's unique characteristics. This analytical exercise will allow for alternative rate structures to be calculated and considered. An alternative rate structure could include separating the rate two components: (1) a per account component to recover costs that do not vary by the imperviousness of the parcel and (2) an impervious-based component similar to the City's existing approach.The results may indicate shifts in cost recovery that could improve equity relative to the existing rate structure. 1. Develop a fair and equitable allocation of costs to allow for the consideration of alternative rate structure(s) 2. Discuss options and considerations for revising the rate structure 3. Provide a summary of the average unit costs (cost-based rates) Task 3c—Review and Update Existing Surface Water Management Rates Develop cost-based rate options based on the City stormwater program as it relates to growth. Include increased maintenance costs and capital plans related to the growth in the infrastructure and changes to the general municipal permit and UIC program requirements. Applying the revenue requirement results and the customer information. Rate structure options could include the following: • 'Across the Board': Apply rate adjustments equally to the existing structure • 'Cost of Service': Apply rate components such as a fixed rate per account and an impervious- based rate to align rates with an equitable share of utility costs Surface Water Program Component Service Level Capital Maintenance Water Quality Public Education Administration Drainage WQ I Habitat System Rehab Limited Repair Reactive System Minimum General Fund Statue Quo Existing Unfunded Projects Maintenance Regulatory Existing Transfers;Billing& Requirements Collection SS $ $S $ S SS Fix Severe Grant Funded Repair Some W Maintenance at Minimum General Fund ith Proactive Problems Only Proactive Rehab Prescribed Regulatory Existing Transfers;Billing& Frequencies Requirements Collection S$S $ 3$ $$$ $ $ $$ Fix Severe and Grant Funded Full Asset Full Asset Forecasted General Fund Regul Optimal Moderate Problems and City Funding Management Management Require tnry Expanded Program Tranafers Killing& Reequirements Collection SSSS SSS $SS$ $SS$ $$ $$ $3 Attachment A—Scope of Work Page 2 of 3 Task 3d—Draft Report, Meetings,and Presentations Provide a draft report of the study. The draft report will document the rate study process, methodology, key assumptions, and results and recommendations. A summary of key model spreadsheets (in excel format)will be included in the report technical appendix. We will also deliver a final copy of the Excel-based spreadsheet models for City use.The models will provide for 1) evaluation of revenue and cost changes on rates, 2) analysis of fiscal policy implementation options, 3) analysis of changes in economic and financial indicators,4) rate smoothing, and 5)variances to other key rate study inputs including the capital plan,the operating budget, customer information, etc. Assume up to six(6)virtual meetings in addition to the initial project meeting.These meetings are to present the study to City staff and to discuss comments.The City anticipates multiple discussions at varying times. Task 3e-Workshops, meeting and public hearings Work with City staff on preparing rate study presentation materials and presenting materials at up to two (2) remote and two (2)on-site public workshops, Council meetings and/or public hearings. Presentation materials will include a comparison of stormwater rates with other Eastern Washington jurisdictions of similar size. The material to be presented will likely also include the following: • The review of revenue requirements and cost of service • The review of the rate design • The proposed rates • Other items as required Task 4—Final Study Based on direction after the completion of the public meetings (from Task 3e), make revisions to the report as directed and provide the final rate study report. By waiting to finalize the report until after receiving comments from the public meetings,we can ensure that the final report reflects comments from the public and Council, as necessary.The report will reflect what was adopted by City Council, thereby closing the loop between recommendations and Council action. Attachment A—Scope of Work Page 3 of 3 22-083_Stormwater Comprehensive Plan and Rate Study_agreement Final Audit Report 2022-05-04 Created: 2022-05-04 By: Erika Costelloe(erika@osbornconsulting.com) Status: Signed Transaction ID: CBJCHBCAABAAVkI6Y6Ia_fsg315DZxKn-4FuMOgXBkly "22-083_Stormwater Comprehensive Plan and Rate Study_agre ement" History in Document created by Erika Costelloe (erika@osbornconsulting.com) 2022-05-04-5:35:17 PM GMT E?. Document emailed to Tarelle Osborn (tarelle@osbornconsulting.com) for signature 2022-05-04-5:36:02 PM GMT t Email viewed by Tarelle Osborn (tarelle@osbornconsulting.com) 2022-05-04-6:09:59 PM GMT b© Document e-signed by Tarelle Osborn (tarelle@osbornconsulting.com) Signature Date:2022-05-04-6:28:11 PM GMT-Time Source:server O Agreement completed. 2022-05-04-6:28:11 PM GMT Adobe Acrobat Sign 1 ® Appendix B DATE(MM/DD/YYYY) Accort o CERTIFICATE OF LIABILITY INSURANCE 05/04/2022 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). PRODUCER CONTACT NAME: Kandi Baar Guide Insurance Services, Inc. PHONE FAX P.O. Box 473 (A/C.No.Ext): (360) 354-2200 (AIC,No):(360) 933-4145 E-MAIL ADDRESS: Kandib@guideinsuranceservices.com Lynden WA 98264 INSURER(S)AFFORDING COVERAGE NAIC# INSURER A:The Travelers Casualty Company 41769 INSURED (425) 951-4009 INSURER B:The Ohio Casualty Insurance Co 24074 Osborn Consulting Inc. INSURER C:Ohio Security insurance Compan 24082 1800 112th Ave Ne Ste 220e INSURERD: Bellevue WA 98004 INSURERE: INSURER F: COVERAGES CERTIFICATE NUMBER:Cert ID 9042 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 EFF POLICY EXP/Y LIMITS LTR INSD WVD POLICY NUMBER (MM/DDYYY) (MM/DD/YYYY) B X COMMERCIAL GENERAL LIABILITY EACH OCCURRENCE $ 1,000,000 AMAGERENTED CLAIMS-MADE X OCCUR Y Y BZ059038638 07/28/2021 07/28/2022 PREM SESO(Ea occurrence) $ 1,000,000 MED EXP(Any one person) $ 15,000 PERSONAL&ADV INJURY $ Included GEN'L AGGREGATE LIMIT APPLIES PER: GENERAL AGGREGATE $ 2,000,000 X POLICY PRO JECT LOC PRODUCTS-COMP/OPAGG $ 2,000,000 OTHER: $ AUTOMOBILE LIABILITY COMBINED SINGLE LIMIT $ (Ea accident) 1,000,000 C X ANY AUTO Y Y BAS59038638 07/28/2021 07/28/2022 BODILY INJURY(Per person) $ OWNED SCHEDULED BODILY INJURY(Per accident) $ AUTOS ONLY AUTOS HIRED NON-OWNED PROPERTY DAMAGE AUTOS ONLY AUTOS ONLY (Per accident) B X UMBRELLALIAB X OCCUR Y Y US059038638 07/28/2021 07/28/2022 EACH OCCURRENCE $ 2,000,000 EXCESS LIAB CLAIMS-MADE AGGREGATE $ 2,000,000 DED X RETENTION$ 10,000 $ 2,000,000 WOB AND EMPLOYERS' YERS'LIATIONILIT PER YIN BZ059038638 07/28/2021 07/28/2022 STATUTE X ERR- AND EMPLOYERS'LIABILITY ANYPROPRIETOR/PARTNER/EXECUTIVE WA STOP GAP E.L.EACH ACCIDENT $ 1,000,000 OFFICER/MEMBEREXCLUDED? N/A (Mandatory in NH) - E.L.DISEASE-EA EMPLOYEE $ 1,000,000 If yes,describe under 1,000,000 DESCRIPTION OF OPERATIONS below E.L.DISEASE-POLICY LIMIT $ A Professional Liability 106565360 07/28/2021 07/28/2022 Limit-Each Claim $ 2,000,000 Limit-Aggregate $ 5,000,000 DESCRIPTION OF OPERATIONS I LOCATIONS/VEHICLES (ACORD 101,Additional Remarks Schedule,may be attached if more space is required) Project: 30-210025 City of Spokane Valley Stormwater Comprehensive Plan Additional Insured & Waiver of Subrogation, as applicable by written contract per forms: Additional Insured per form BP 79 96 09 16 Waiver of Transfer of Rights of Recovery Against Others to Us BP 04 97 01 06 Primary and Non Contributory-Other Insurance Condition BP 14 88 07 13 Business Auto Coverage Enhancement Endorsement AC 85 01 06 18 CERTIFICATE HOLDER CANCELLATION SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN City of Spokane Valley ACCORDANCE WITH THE POLICY PROVISIONS. 10210 East Sprague Avenue AUTHORIZED REPRESENTATIVE Spokane Valley WA 992067.41i��_9 - I ©1988-2015 ACORD CORPORATION. All rights reserved. ACORD 25(2016/03) The ACORD name and logo are registered marks of ACORD BUSINESSOWNERS BP 79 96 09 16 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. BUSINESSOWNERS LIABILITY EXTENSION ENDORSEMENT This endorsement modifies insurance provided under the following: BUSINESSOWNERS COVERAGE FORM Below is a summarization of the coverages provided by this endorsement. No coverages are given by this summary. Actual coverage descriptions are within this endorsement. SECTION SUBJECT A. Supplementary Payments Bail Bonds Loss Of Earnings B. Broadened Coverage For Damage To Premises Rented To You C. Incidental Medical Malpractice Injury D. Mobile Equipment E. Blanket Additional Insured (Owners, Contractors Or Lessors) F. Newly Formed Or Acquired Organizations G. Aggregate Limits H. Duties In The Event Of Occurrence, Offense, Claim Or Suit I. Liability And Medical Expenses Definitions Bodily Injury Insured Contract Personal And Advertising Injury Section II - Liability is amended as follows: A. Supplementary Payments Section A.1. Business Liability is modified as follows: 1. The $250 limit shown in Paragraph A.1.f.(1)(b) Coverage Extension - Supplementary Payments for the cost of bail bonds is replaced by a$3,000 limit. 2. The $250 limit shown in Paragraph A.1.f.(1)(d) Coverage Extension - Supplementary Payments for reasonable expenses and loss of earnings is replaced by a$500 limit. B. Broadened Coverage For Damage To Premises Rented To You 1. The last paragraph of Section B.1. Exclusions - Applicable To Business Liability Coverage is replaced by the following: With respect to the premises which are rented to you or temporarily occupied by you with the permis- sion of the owner, Exclusions c., d., e., g., h., k., I., m., n. and o. do not apply to "property damage". © 2016 Liberty Mutual Insurance BP 79 96 09 16 Includes copyrighted material of Insurance Services Office, Inc.,with its permission. Page 1 of 4 2. Paragraph D.2. Liability And Medical Expenses Limits Of Insurance is replaced by the following: The most we will pay under this endorsement for the sum of all damages because of all "property damage" to premises while rented to you or temporarily occupied by you with the permission of the owner is the Limit of Insurance shown in the Declarations. 3. Paragraph D.3. Liability And Medical Expenses Limits Of Insurance does not apply. C. Incidental Medical Malpractice Injury 1. Paragraph (4) under Paragraph B.1.j. Exclusions - Applicable To Business Liability Coverage - Profes- sional Services does not apply to "Incidental Medical Malpractice Injury" coverage. 2. With respect to this endorsement, the following is added to Section F. Liability And Medical Expenses Definitions: a. "Incidental Medical Malpractice Injury" means bodily injury arising out of the rendering of or failure to render, during the policy period, the following services: (1) Medical, surgical, dental, x-ray or nursing service or treatment or the furnishing of food or beverages in connection therewith; or (2) The furnishing or dispensing of drugs or medical, dental or surgical supplies or appliances. b. This coverage does not apply to: (1) Expenses incurred by the insured for first-aid to others at the time of an accident and the Duties in the Event of Occurrence, Offense, Claim or Suit Condition is amended accordingly. (2) Any insured engaged in the business or occupation of providing any of the services described under a. above. (3) Injury caused by any indemnitee if such indemnitee is engaged in the business or occupation of providing any of the services described under a. above. D. Mobile Equipment Section C. Who Is An Insured is amended to include any person driving "mobile equipment" with your permission. E. Blanket Additional Insured (Owners, Contractors Or Lessors) 1. Section C. Who Is An Insured is amended to include as an insured any person or organization whom you are required to name as an additional insured on this policy under a written contract or written agreement. The written contract or agreement must be: a. Currently in effect or becoming effective during the term of this policy; and b. Executed prior to the "bodily injury", "property damage", or "personal and advertising injury". 2. The insurance afforded to the additional insured is limited as follows: a. The person or organization is only an additional insured with respect to liability arising out of: (1) Real property, as described in a written contract or written agreement, you own, rent, lease, maintain or occupy; and (2) Caused in whole or in part by your ongoing operations performed for that insured. b. The Limit of Insurance applicable to the additional insured are those specified in the written contract or written agreement or the limits available under this policy, as stated in the Declara- tions, whichever are less. These limits are inclusive of and not in addition to the Limit of Insurance available under this policy. c. The insurance afforded to the additional insured does not apply to: (1) Liability arising out of the sole negligence of the additional insured; (2) "Bodily injury", "property damage", "personal and advertising injury", or defense coverage under the Supplementary Payments section of the policy arising out of an architect's, en- gineer's or surveyor's rendering of or failure to render any professional services including: © 2016 Liberty Mutual Insurance BP 79 96 09 16 Includes copyrighted material of Insurance Services Office, Inc.,with its permission. Page 2 of 4 (a) The preparing or approving of maps, shop drawings, opinions, reports, surveys, field orders, change orders, or drawings and specifications; and (b) Supervisory, inspection, architectural or engineering activities. (3) Any "occurrence" that takes place after you cease to be a tenant in the premises described in the Declarations; or (4) Structural alterations, new construction or demolition operations performed by or for the person or organization designated in the Declarations. 3. Any coverage provided hereunder shall be excess over any other valid and collectible insurance avail- able to the additional insured whether primary, excess, contingent or on any other basis unless a contract specifically requires that this insurance be primary or you request that it apply on a primary basis. F. Newly Formed Or Acquired Organizations The following is added to Section C.Who Is An Insured: Any business entity acquired by you or incorporated or organized by you under the laws of any individual state of the United States of America over which you maintain majority ownership interest exceeding fifty percent. Such acquired or newly formed organization will qualify as a Named Insured if there is no similar insurance available to that entity. However: 1. Coverage under this provision is afforded only until the 180th day after the entity was acquired or incorporated or organized by you or the end of the policy period, whichever is earlier; 2. Section A.1. Business Liability does not apply to: a. "Bodily injury" or "property damage" that occurred before the entity was acquired or incorporated or organized by you; and b. "Personal and advertising injury" arising out of an offense committed before the entity was ac- quired or incorporated or organized by you. 3. Records and descriptions of operations must be maintained by the first Named Insured. No person or organization is an insured with respect to the conduct of any current or past partnership, joint venture or limited liability company that is not shown as a Named Insured in the Declarations. G. Aggregate Limits The following is added to Paragraph D.4. Aggregate Limits Liability and Medical Expenses Limits Of Insurance: 1. The Aggregate Limits apply separately to each of the "locations" owned by or rented to you or temporarily occupied by you with the permission of the owner. 2. The Aggregate Limits also apply separately to each of your projects away from premises owned by or rented to you. For the purpose of this endorsement only, "location" means premises involving the same or connect- ing lots, or premises whose connection is interrupted only by a street, roadway, waterway or right- of-way of a railroad. H. Duties In The Event Of Occurrence, Offense, Claim Or Suit 1. Paragraph E.2.a. Duties In The Event Of Occurrence, Offense, Claim Or Suit Liability And Medical Expenses General Condition applies only when the "occurrence" is known to any insured listed in Paragraph C.1. Who Is An Insured or any "employee" authorized by you to give or receive notice of an "occurrence" or claim. 2. Paragraph E.2.b. Duties In The Event Of Occurrence, Offense, Claim Or Suit Liability And Medical Expenses General Condition will not be considered breached unless the breach occurs after such claim or "suit" is known to any insured listed under Paragraph C.1. Who Is An Insured or any "employee" authorized by you to give or receive notice of an "occurrence" or claim. © 2016 Liberty Mutual Insurance BP 79 96 09 16 Includes copyrighted material of Insurance Services Office, Inc.,with its permission. Page 3 of 4 I. Section F. Liability And Medical Expenses Definitions is modified as follows: 1. Paragraph F.3. is replaced by the following: 3. "Bodily Injury" means bodily injury, sickness, disease, or incidental medical malpractice injury sustained by a person, and includes mental anguish resulting from any of these; and including death resulting from any of these at any time. 2. Paragraph F.9. is replaced by the following: 9. "Insured contract" means: a. A contract for a lease of premises. However, that portion of the contract for a lease of prem- ises that indemnifies any person or organization for damage by fire to premises while rented to you or temporarily occupied by you with permission of the owner is not an "insured contract"; b. A sidetrack agreement; c. Any easement or license agreement, except in connection with construction or demolition MMNIM operations on or within 50 feet of a railroad; d. An obligation, as required by ordinance, to indemnify a municipality, except in connection with work for a municipality; e. An elevator maintenance agreement; f. That part of any other contract or agreement pertaining to your business (including an indem- 11 nification of a municipality in connection with work performed for a municipality) under which you assume the tort liability of another party to pay for "bodily injury" or "property damage" to a third person or organization, provided the "bodily injury" or "property damage" is caused, in whole or in part, by you or by those acting on your behalf. However, such part of a contract or agreement shall only be considered an "insured contract" to the extent your assumption of the tort liability is permitted by law. Tort liability means a liability that would be imposed by law in the absence of any contract or agreement. Paragraph f. does not include that part of any contract or agreement: (1) That indemnifies a railroad for "bodily injury" or "property damage" arising out of con- struction or demolition operations, within 50 feet of any railroad property and affecting any railroad bridge or trestle, tracks, road-beds, tunnel, underpass or crossing; (2) That indemnifies an architect, engineer or surveyor for injury or damage arising out of: (a) Preparing, approving, or failing to prepare or approve, maps, shop drawings, opin- ions, reports, surveys, field orders, change orders or drawings and specifications; or (b) Giving directions or instructions, or failing to give them, if that is the primary cause of the injury or damage; or (3) Under which the insured, if an architect, engineer or surveyor, assumes liability for an injury or damage arising out of the insured's rendering or failure to render professional services, including those listed in (2) above and supervisory, inspection, architectural or engineering activities. 3. Paragraph F.14.b. Personal And Advertising Injury is replaced by the following: b. Malicious prosecution or abuse of process; © 2016 Liberty Mutual Insurance BP 79 96 09 16 Includes copyrighted material of Insurance Services Office, Inc.,with its permission. Page 4 of 4 COMMERCIAL AUTO AC 85 01 06 18 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. BUSINESS AUTO COVERAGE ENHANCEMENT ENDORSEMENT This endorsement modifies insurance provided under the following: BUSINESS AUTO COVERAGE FORM With respect to coverage afforded by this endorsement, the provisions of the policy apply unless modified by the endorsement. If the policy to which this endorsement is attached also contains a Business Auto Coverage Enhancement Endorsement with a specific state named in the title, this endorsement does not apply to vehicles garaged in that specified state. - COVERAGE INDEX SUBJECT PROVISION NUMBER ACCIDENTAL AIRBAG DEPLOYMENT 13 - ADDITIONAL INSURED BY CONTRACT, AGREEMENT OR PERMIT 4 - AMENDED DUTIES IN THE EVENT OF ACCIDENT, CLAIM, SUIT OR LOSS 21 AMENDED FELLOW EMPLOYEE EXCLUSION 6 AUDIO, VISUAL AND DATA ELECTRONIC EQUIPMENT COVERAGE 15 BODILY INJURY REDEFINED 25 EMPLOYEES AS INSUREDS (Including Employee Hired Auto) 3 EXTRA EXPENSE- BROADENED COVERAGE 11 GLASS REPAIR-WAIVER OF DEDUCTIBLE 17 HIRED AUTO COVERAGE TERRITORY 23 HIRED AUTO PHYSICAL DAMAGE (Including Employee Hired Auto) 7 LOAN / LEASE GAP (Coverage Not Available In New York) 16 NEWLY FORMED OR ACQUIRED SUBSIDIARIES 2 PARKED AUTO COLLISION COVERAGE (WAIVER OF DEDUCTIBLE) 18 PERSONAL EFFECTS COVERAGE 12 PHYSICAL DAMAGE - ADDITIONAL TRANSPORTATION EXPENSE COVERAGE 9 PHYSICAL DAMAGE DEDUCTIBLE -VEHICLE TRACKING SYSTEM 14 PRIMARY AND NON-CONTRIBUTORY -WRITTEN CONTRACT OR WRITTEN AGREEMENT 24 RENTAL REIMBURSEMENT 10 SUPPLEMENTARY PAYMENTS 5 TOWING AND LABOR 8 TRAILERS - INCREASED LOAD CAPACITY 1 TWO OR MORE DEDUCTIBLES 19 UNINTENTIONAL FAILURE TO DISCLOSE HAZARDS 20 WAIVER OF TRANSFER OF RIGHTS OF RECOVERY AGAINST OTHERS TO US 22 SECTION I -COVERED AUTOS is amended as follows: 1. TRAILERS-INCREASED LOAD CAPACITY The following replaces Paragraph C.1. Certain Trailers, Mobile Equipment And Temporary Substitute Autos of SECTION I -COVERED AUTOS: "Trailers" with a load capacity of 3,000 pounds or less designed primarily for travel on public roads. © 2017 Liberty Mutual Insurance AC 85 01 06 18 Includes copyrighted material of Insurance Services Office Inc.,with its Permission. Page 1 of 7 SECTION II -LIABILITY COVERAGE is amended as follows: 2. NEWLY FORMED OR ACQUIRED SUBSIDIARIES SECTION II - LIABILITY COVERAGE, Paragraph A.1. - Who Is An Insured is amended to include the following as an "insured": d. Any legally incorporated subsidiary of which you own more than 50 percent interest during the policy period. Coverage is afforded only for 90 days from the date of acquisition or formation. However, "insured" does not include any organization that: (1) Is a partnership or joint venture; or (2) Is an "insured" under any other automobile policy except a policy written specificall y to apply in excess of this policy; or (3) Has exhausted its Limit of Insurance or had its policy terminated under any other automobile policy. Coverage under this provision d. does not apply to "bodily injury" or "property damage" that occurred before you acquired or formed the organization. 3. EMPLOYEES AS INSUREDS SECTION II - LIABILITY COVERAGE, Paragraph A.1. Who Is An Insured is amended to include the following as an "insured": e. Any "employee" of yours while using a covered "auto" you do not own, hire or borrow but only for acts within the scope of their employment by you. Insurance provided by this endorsement is excess over any other insurance available to any "employee". f. Any "employee" of yours while operating an "auto" hired or borrowed under a written contract or agreement in that "employee's" name, with your permission, while performing duties related to the conduct of your business and within the scope of their employment. Insurance provided by this endorsement is excess over any other insurance available to the "employee". 4. ADDITIONAL INSURED BY CONTRACT, AGREEMENT OR PERMIT SECTION II - LIABILITY COVERAGE, Paragraph A.1. Who Is An Insured is amended to include the following as an "insured": g. Any person or organization with respect to the operation, maintenance or use of a covered "auto", provided that you and such person or organization have agreed in a written contract, written agreement, or permit issued to you by governmental or public authority, to add such person, or organization, or governmental or public authority to this policy as an "insured". However, such person or organization is an "insured": (1) Only with respect to the operation, maintenance or use of a covered "auto"; (2) Only for "bodily injury" or "property damage" caused by an "accident" which takes place after you executed the written contract or written agreement, or the permit has been issued to you; and (3) Only for the duration of that contract, agreement or permit. The "insured" is required to submit a claim to any other insurer to which coverage could apply for defense and indemnity. Unless the "insured" has agreed in writing to primary noncontributory wording per enhancement number 24, this policy is excess over any other collectible insurance. 5. SUPPLEMENTARY PAYMENTS SECTION II - LIABILITY COVERAGE, Coverage Extensions, 2.a. Supplementary Payments, Paragraphs (2) and (4) are replaced by the following: (2) Up to $3,000 for cost of bail bonds (including bonds for related traffic violations ) required because of an "accident" we cover. We do not have to furnish these bonds. (4) All reasonable expenses incurred by the "insured" at our request, including actual loss of earnings up to $500 a day because of time off from work. ® 2017 Liberty Mutual Insurance AC 85 01 06 18 Includes copyrighted material of Insurance Services Office Inc.,with its Permission. Page 2 of 7 6. AMENDED FELLOW EMPLOYEE EXCLUSION In those jurisdictions where, by law, fellow "employees" are not entitled to the protection afforded to the employer by the workers compensation exclusivity rule, or similar protection, the following provi- sion is added: SECTION II - LIABILITY, Exclusion B.5. Fellow Employee does not apply if the "bodily injury" results from the use of a covered "auto" you own or hire if you have workers compensation insurance in force for all of your "employees" at the time of "loss". This coverage is excess over any other collectible insurance. SECTION III -PHYSICAL DAMAGE COVERAGE is amended as follows: 7. HIRED AUTO PHYSICAL DAMAGE Paragraph A.4. Coverage Extensions of SECTION III - PHYSICAL DAMAGE COVERAGE, is amended by adding the following: If hired "autos" are covered "autos" for Liability Coverage, and if Comprehensive, Specified Causes of Loss or Collision coverage are provided under the Business Auto Coverage Form for any "auto" you own, then the Physical Damage coverages provided are extended to "autos": a. You hire, rent or borrow; or b. Your "employee" hires or rents under a written contract or agreement in that "employee's" name, but only if the damage occurs while the vehicle is being used in the conduct of your business, subject to the following limit and deductible: a. The most we will pay for "loss" in any one "accident" or "loss" is the smallest of: (1) $50,000; or (2) The actual cash value of the damaged or stolen property as of the time of the "loss"; or (3) The cost of repairing or replacing the damaged or stolen property with other property of like kind and quality, minus a deductible. b. The deductible will be equal to the largest deductible applicable to any owned "auto" for that coverage. c. Subject to the limit, deductible and excess provisions described in this provision, we will provide coverage equal to the broadest coverage applicable to any covered "auto" you own. d. Subject to a maximum of $1,000 per "accident", we will also cover the actual loss of use of the hired "auto" if it results from an "accident", you are legally liable and the lessor incurs an actual financial loss. e. This coverage extension does not apply to: (1) Any "auto" that is hired, rented or borrowed with a driver; or (2) Any "auto" that is hired, rented or borrowed from your "employee" or any member of your "employee's" household. Coverage provided under this extension is excess over any other collectible insurance available at the time of "loss". 8. TOWING AND LABOR SECTION III - PHYSICAL DAMAGE COVERAGE, Paragraph A.2. Towing, is amended by the addition of the following: We will pay towing and labor costs incurred, up to the limits shown below, each time a covered "auto" classified and rated as a private passenger type, "light truck" or "medium truck" is disabled: a. For private passenger type vehicles, we will pay up to $75 per disablement. b. For "light trucks", we will pay up to $75 per disablement. "Light trucks" are trucks that have a gross vehicle weight (GVW) of 10,000 pounds or less. c. For "medium trucks" , we will pay up to $150 per disablement. "Medium trucks" are trucks that have a gross vehicle weight (GVW) of 10,001 -20,000 pounds. However, the labor must be performed at the place of disablement. © 2017 Liberty Mutual Insurance AC 85 01 06 18 Includes copyrighted material of Insurance Services Office Inc.,with its Permission. Page 3 of 7 9. PHYSICAL DAMAGE -ADDITIONAL TRANSPORTATION EXPENSE COVERAGE Paragraph A.4.a. Coverage Extensions, Transportation Expenses of SECTION III - PHYSICAL DAMAGE COVERAGE, is amended to provide a limit of $50 per day and a maximum limit of $1,500. 10. RENTAL REIMBURSEMENT SECTION III -PHYSICAL DAMAGE COVERAGE, A. Coverage, is amended by adding the following: a. We will pay up to $75 per day for rental reimbursement expenses incurred by you for the rental of an "auto" because of "accident" or "loss", to an "auto" for which we also pay a "loss" under Comprehensive, Specified Causes of Loss or Collision Coverages. We will pay only for those ex- penses incurred after the first 24 hours following the "accident" or "loss" to the covered "auto." b. Rental Reimbursement requires the rental of a comparable or lessor vehicle, which in many cases may be substantially less than $75 per day, and will only be allowed for the period of time it should take to repair or replace the vehicle with reasonable speed and similar quality, up to a maximum of 30 days. c. We will also pay up to $500 for reasonable and necessary expenses incurred by you to remove and replace your tools and equipment from the covered "auto". This limit is excess over any other collectible insurance. d. This coverage does not apply unless you have a business necessity that other "autos" available for your use and operation cannot fill. e. If "loss" results from the total theft of a covered "auto" of the private passenger type, we will pay under this coverage only that amount of your rental reimbursement expenses which is not already provided under Paragraph 4. Coverage Extension. f. No deductible applies to this coverage. g. The insurance provided under this extension is excess over any other collectible insurance. If this policy also provides Rental Reimbursement Coverage you purchased, the coverage provided by this Enhancement Endorsement is in addition to the coverage you purchased. For the purposes of this endorsement provision, materials and equipment do not include "personal effects" as defined in provision 12.B. 11. EXTRA EXPENSE -BROADENED COVERAGE Under SECTION III - PHYSICAL DAMAGE COVERAGE, A. Coverage, we will pay for the expense of returning a stolen covered "auto" to you. The maximum amount we will pay is $1,000. 12. PERSONAL EFFECTS COVERAGE A. SECTION III -PHYSICAL DAMAGE COVERAGE, A. Coverage, is amended by adding the following: If you have purchased Comprehensive Coverage on this policy for an "auto" you own and that "auto" is stolen, we will pay, without application of a deductible, up to $600 for "personal effects" stolen with the "auto." The insurance provided under this provision is excess over any other collectible insurance. B. SECTION V -DEFINITIONS is amended by adding the following: For the purposes of this provision, "personal effects" mean tangible property that is worn or carried by an "insured." "Personal effects" does not include tools, equipment, jewelry, money or securi- ties. 13. ACCIDENTAL AIRBAG DEPLOYMENT SECTION III -PHYSICAL DAMAGE COVERAGE, B. Exclusions is amended by adding the following: If you have purchased Comprehensive or Collision Coverage under this policy, the exclusion for "loss" relating to mechanical breakdown does not apply to the accidental discharge of an airbag. Any insurance we provide shall be excess over any other collectible insurance or reimbursement by manufacturer's warranty. However, we agree to pay any deductible applicable to the other coverage or warranty. ® 2017 Liberty Mutual Insurance AC 85 01 06 18 Includes copyrighted material of Insurance Services Office Inc.,with its Permission. Page 4 of 7 14. PHYSICAL DAMAGE DEDUCTIBLE -VEHICLE TRACKING SYSTEM SECTION III -PHYSICAL DAMAGE COVERAGE, D. Deductible, is amended by adding the following: Any Comprehensive Deductible shown in the Declarations will be reduced by 50% for any "loss" caused by theft if the vehicle is equipped with a vehicle tracking device such as a radio tracking device or a global position device and that device was the method of recovery of the vehicle. 15. AUDIO, VISUAL AND DATA ELECTRONIC EQUIPMENT COVERAGE SECTION III - PHYSICAL DAMAGE COVERAGE, B. Exclusions, Paragraph a. of the exception to exclu- sions 4.c. and 4.d. is deleted and replaced with the following: Exclusions 4.c. and 4.d. do not apply to: a. Electronic equipment that receives or transmits audio, visual or data signals, whether or not de- signed solely for the reproduction of sound, if the equipment is: (1) Permanently installed in the covered "auto" at the time of the "loss" or removable from a housing unit that is permanently installed in the covered "auto"; and (2) Designed to be solely operated by use from the power from the "auto's" electrical system; and (3) Physical damage coverages are provided for the covered "auto". If the "loss" occurs solely to audio, visual or data electronic equipment or accessories used with this equipment, then our obligation to pay for, repair, return or replace damaged or stolen property will be reduced by a$100 deductible. 16. LOAN / LEASE GAP COVERAGE (Not Applicable In New York) A. Paragraph C. Limit Of Insurance of SECTION III - PHYSICAL DAMAGE COVERAGE is amended by adding the following: The most we will pay for a "total loss" to a covered "auto" owned by or leased to you in any one "accident" is the greater of the: 1. Balance due under the terms of the loan or lease to which the damaged covered "auto" is subject at the time of the "loss" less the amount of: a. Overdue payments and financial penalties associated with those payments as of the date of the "loss"; b. Financial penalties imposed under a lease due to high mileage, excessive use or abnormal wear and tear; c. Costs for extended warranties, Credit Life Insurance, Health, Accident or Disability Insur- ance purchased with the loan or lease; d. Transfer or rollover balances from previous loans or leases; e. Final payment due under a "Balloon Loan"; f. The dollar amount of any unrepaired damage which occurred prior to the "total loss" of a covered "auto"; g. Security deposits not refunded by a lessor; h. All refunds payable or paid to you as a result of the early termination of a lease agreement or as a result of the early termination of any warranty or extended service agreement on a covered "auto"; i. Any amount representing taxes; j. Loan or lease termination fees; or 2. The actual cash value of the damage or stolen property as of the time of the "loss". An adjustment for depreciation and physical condition will be made in determining the actual cash value at the time of the "loss". This adjustment is not applicable in Texas. B. Additional Conditions This coverage applies only to the original loan for which the covered "auto" that incurred the "loss" serves as collateral, or lease written on the covered "auto" that incurred the "loss". ® 2017 Liberty Mutual Insurance AC 85 01 06 18 Includes copyrighted material of Insurance Services Office Inc.,with its Permission. Page 5 of 7 C. SECTION V -DEFINITIONS is changed by adding the following: As used in this endorsement provision, the following definitions apply: "Total loss" means a "loss" in which the cost of repairs plus the salvage value exceeds the actual cash value. A "balloon loan" is one with periodic payments that are insufficient to repay the balance over the term of the loan, thereby requiring a large final payment. 17. GLASS REPAIR-WAIVER OF DEDUCTIBLE Paragraph D. Deductible of SECTION III - PHYSICAL DAMAGE COVERAGE is amended by the addition of the following: No deductible applies to glass damage if the glass is repaired rather than replaced. 18. PARKED AUTO COLLISION COVERAGE (WAIVER OF DEDUCTIBLE) Paragraph D. Deductible of SECTION III - PHYSICAL DAMAGE COVERAGE is amended by the addition of the following: The deductible does not apply to "loss" caused by collision to such covered "auto" of the private passenger type or light weight truck with a gross vehicle weight of 10,000 lbs. or less as defined by the manufacturer as maximum loaded weight the "auto" is designed to carry while it is: a. In the charge of an "insured"; b. Legally parked; and c. Unoccupied. The "loss" must be reported to the police authorities within 24 hours of known damage. The total amount of the damage to the covered "auto" must exceed the deductible shown in the Declarations. This provision does not apply to any "loss" if the covered "auto" is in the charge of any person or organization engaged in the automobile business. 19. TWO OR MORE DEDUCTIBLES Under SECTION III - PHYSICAL DAMAGE COVERAGE, if two or more company policies or coverage forms apply to the same "accident", the following applies to Paragraph D. Deductible: a. If the applicable Business Auto deductible is the smaller (or smallest) deductible, it will be waived; or b. If the applicable Business Auto deductible is not the smaller (or smallest) deductible , it will be reduced by the amount of the smaller (or smallest) deductible; or c. If the "loss" involves two or more Business Auto coverage forms or policies, the smaller (or smallest) deductible will be waived. For the purpose of this endorsement, company means any company that is part of the Liberty Mutual Group. SECTION IV -BUSINESS AUTO CONDITIONS is amended as follows: 20. UNINTENTIONAL FAILURE TO DISCLOSE HAZARDS SECTION IV- BUSINESS AUTO CONDITIONS, Paragraph B.2. is amended by adding the following: If you unintentionally fail to disclose any hazards, exposures or material facts existing as of the incep- tion date or renewal date of the Business Auto Coverage Form, the coverage afforded by this policy will not be prejudiced. However, you must report the undisclosed hazard of exposure as soon as practicable after its discovery, and we have the right to collect additional premium for any such hazard or exposure. © 2017 Liberty Mutual Insurance AC 85 01 06 18 Includes copyrighted material of Insurance Services Office Inc.,with its Permission. Page 6 of 7 21. AMENDED DUTIES IN THE EVENT OF ACCIDENT, CLAIM, SUIT, OR LOSS SECTION IV - BUSINESS AUTO CONDITIONS, Paragraph A.2.a. is replaced in its entirety by the follow- ing: a. In the event of "accident", claim, "suit" or "loss", you must promptly notify us when it is known to: (1) You, if you are an individual; (2) A partner, if you are a partnership; (3) Member, if you are a limited liability company; (4) An executive officer or the "employee" designated by the Named Insured to give such notice, if you are a corporation. To the extent possible, notice to us should include: (a) How, when and where the "accident" or "loss" took place; (b) The "insureds" name and address; and (c) The names and addresses of any injured persons and witnesses. 22. WAIVER OF TRANSFER OF RIGHTS OF RECOVERY AGAINST OTHERS TO US SECTION IV - BUSINESS AUTO CONDITIONS, Paragraph A.5. Transfer Of Rights Of Recovery Against Others To Us, is amended by the addition of the following: If the person or organization has in a written agreement waived those rights before an "accident" or "loss", our rights are waived also. 23. HIRED AUTO COVERAGE TERRITORY SECTION IV - BUSINESS AUTO CONDITIONS, Paragraph B.7. Policy Period, Coverage Territory, is amended by the addition of the following: f. For "autos" hired 30 days or less, the coverage territory is anywhere in the world, provided that the "insured's" responsibility to pay for damages is determined in a "suit", on the merits, in the United States, the territories and possessions of the United States of America, Puerto Rico or Canada or in a settlement we agree to. This extension of coverage does not apply to an "auto" hired, leased, rented or borrowed with a driver. 24. PRIMARY AND NON-CONTRIBUTING IF REQUIRED BY WRITTEN CONTRACT OR WRITTEN AGREE- MENT The following is added to SECTION IV -BUSINESS AUTO CONDITIONS, General Conditions, B.5. Other Insurance and supersedes any provision to the contrary: This Coverage Form's Covered Autos Liability Coverage is primary to and will not seek contribution from any other insurance available to an "insured" under your policy provided that: 1. Such "insured" is a Named Insured under such other insurance; and 2. You have agreed in a written contract or written agreement that this insurance would be primary and would not seek contribution from any other insurance available to such "insured". SECTION V - DEFINITIONS is amended as follows: 25. BODILY INJURY REDEFINED Under SECTION V -DEFINITIONS, Definition C. is replaced by the following: "Bodily injury" means physical injury, sickness or disease sustained by a person, including mental anguish, mental injury, shock, fright or death resulting from any of these at any time. © 2017 Liberty Mutual Insurance AC 85 01 06 18 Includes copyrighted material of Insurance Services Office Inc.,with its Permission. Page 7 of 7 POLICY NUMBER: BUSINESSOWNERS BP 04 97 01 06 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. WAIVER OF TRANSFER OF RIGHTS OF RECOVERY AGAINST OTHERS TO US This endorsement modifies insurance provided under the following: BUSINESSOWNERS COVERAGE FORM SCHEDULE* Name Of Person Or Organization: As required by written contract or agreement Paragraph K. Transfer Of Rights Of Recovery Against Others To Us in Section III - Common Policy Conditions is amended by the addition of the following: We waive any right of recovery we may have against the person or organization shown in the Schedule above because of payments we make for injury or damage arising out of your ongoing operations or "your work" done under a contract with that person or organization and included in the "products-completed operations hazard". This waiver applies only to the person or organi- zation shown in the Schedule above. *Information required to complete this Schedule, if not shown above, will be shown in the Declarations. BP 04 97 01 06 ©ISO Properties, Inc., 2004 Page 1 of 1 BUSINESSOWNERS BP14880713 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. PRIMARY AND NONCONTRIBUTORY - OTHER INSURANCE CONDITION This endorsement modifies insurance provided under the following: BUSINESSOWNERS COVERAGE FORM The following is added to Paragraph H. Other In- 2. You have agreed in writing in a contract surance of Section III - Common Policy Condi- or agreement that this insurance would tions and supersedes any provision to the con- be primary and would not seek contribu- trary: tion from any other insurance available Primary And Noncontributory Insurance to the additional insured. This insurance is primary to and will not seek contribution from any other insurance avail- able to an additional insured under your poli- cy provided that: 1. The additional insured is a Named In- sured under such other insurance; and BP 14 88 07 13 © Insurance Services Office, Inc., 2012 Page 1 of 1