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24-159.00WalkerConstructionFloraParkCrossCounty Contract #24-159 PROGRESSIVE DESIGN-BUILD AGREEMENT BETWEEN OWNER AND DESIGN-BUILDER - COST PLUS FEE WITH A GUARANTEED MAXIMUM PRICE Document No. 530 Second Edition 2010 O Design-Build Institute of America Washington, DC Contract #24-159 TABLE OF CONTENTS Article Name Page Article 1 Scope of Work 4 Article 2 Contract Documents 4 Article 3 Interpretation and Intent 4 Article 4 Ownership of Work Product 5 Article 5 Contract Time 6 Article 6 Contract Price 7 Article 7 Procedure for Payment 20 Article 8 Termination for Convenience 21 Article 9 Representatives of the Parties 22 Article 10 Bonds and Insurance 23 Article 11 Other Provisions 23 DBIA Document No.530 Page 2 Standard Form of Agreement Between Owner and Design-Builder-Cost Plus Fee with an Option for a GMP 012010 Design-Build Institute of America;changes©2021 Thaxton Parkinson PLLC Contract #24-159 DBIA Progressive Design-Build Agreement Between Owner and Design-Builder — with Cost Plus Fee and a Guaranteed Maximum Price This document has important legal consequences. Consultation with an attorney is recommended with respect to its completion or modification. This AGREEMENT is made as of the day of in the year of 20 _, by and between the following parties, for services in connection with the Project identified below: i OWNER: (Name and address) City of Spokane Valley, Washington 10210 E. Sprague Ave Spokane Valley, WA 99206 DESIGN-BUILDER: (Name and address) Walker Construction, Inc. PO Box 3901 Spokane, WA 99220 PROJECT: (Include Project name and location as it will appear in the Contract Documents) Spokane Valley Cross Country Complex In consideration of the mutual covenants and obligations contained herein, Owner and Design-Builder agree as set forth herein. DBIA Document No.530 Page 3 Standard Form of Agreement Between Owner and Design-Builder-Cost Plus Fee with an Option for a GMP ©2010 Design-Build Institute of America;changes©2021 Thaxton Parkinson PLLC Contract #24-159 Article 1 Scope of Work 1.1 Design-Builder shall perform all design and construction services, and provide all material, equipment, tools and labor, necessary to complete the Work described in and reasonably inferable from the Contract Documents. Article 2 Contract Documents 2.1 The Contract Documents are comprised of the following: 2.1.1 All written modifications, amendments, minor changes, and Change Orders to this Agreement issued in accordance with DBIA Document No. 535, Standard Form of General Conditions of Contract Between Owner and Design-Builder(2010 Edition, as amended) ("General Conditions of Contract"), including but not limited to The GMP Amendment in accordance with Section 6.6 herein, provided such Amendment is executed between the parties. 2.1.2 This Agreement, including all exhibits but excluding the GMP Amendment: .1 Exhibit A: Initial Basis of Design Documents .2 Exhibit B1: Insurance Exhibit—Design-Builder's Insurance Requirements .3 Exhibit B2: Form of Payment Bond .3 Exhibit B3: Form of Performance Bond .4 Exhibit C: Phase 1 and 2 Scope of Services .5 Exhibit D: Phase 1 Level of Effort .6 Exhibit E: Hourly Rates, Unit Prices, and Allowance Items .6 Exhibit F: Form GMP Amendment .7 Exhibit G: Form Early Work Amendment 8 Exhibit H: Form Change Orders 2.1.3 The General Conditions of Contract; and 2.1.4 Design Submissions, the Design Log, and the Construction Documents prepared and approved in accordance with Section 2.4 of the General Conditions of Contract, the most recent approved documents governing over previously approved documents. Article 3 Interpretation and Intent 3.1 Design-Builder and Owner, prior to execution of the Agreement, shall carefully review all the Contract Documents, including but not limited to the various documents in the Initial Basis of Design Documents set forth in Exhibit A, and the Phase 1 and 2 Scope of Services set forth in Exhibit C, for any conflicts or ambiguities. Design-Builder and Owner will discuss and resolve any identified conflicts or ambiguities prior to execution of the Agreement. DBIA Document No.530 Page 4 Standard Form of Agreement Between Owner and Design-Builder-Cost Plus Fee with an Option for a GMP ©2010 Design-Build Institute of America;changes©2021 Thaxton Parkinson PLLC Contract #24-159 3.2 The Contract Documents are intended to be complementary and interpreted in harmony so as to avoid conflict, with words and phrases interpreted in a manner consistent with construction and design industry standards. In the event inconsistencies, conflicts, or ambiguities between or among the Contract Documents are discovered after execution of the Agreement or after the parties' execution of the GMP Amendment, Design-Builder and Owner shall attempt to resolve any ambiguity, conflict or inconsistency informally, recognizing that the Contract Documents shall take precedence in the order in which they are listed in Section 2.1 hereof. 3.3 Terms,words and phrases used in the Contract Documents, including this Agreement, shall have the meanings given them in the General Conditions of Contract. 3.4 If the Initial Basis of Design Documents contain design or prescriptive specifications the Design- Builder shall be entitled to reasonably rely on the accuracy of the information represented in such design or prescriptive specifications and their compatibility with other information set forth in Initial Basis of Design Documents, including any performance specifications for the purposes of developing the Scope of Services for Phase 1, the Phase 1 Not to Exceed Amount and the Design-Builder's Fee Percentage. However, during Phase 1, Design-Builder is required to perform an independent evaluation of such design or prescriptive specifications to verify the information provided by the Owner. Further, regardless of the inclusion of design or prescriptive specifications or criteria, Design-Builder shall remain responsible for meeting the performance requirements of the Project, including but not limited to the requirements that the Project meet the Initial and Final Basis of Design Documents as well as all applicable Legal Requirements. Provided Design-Builder complies with other requirements set forth in this Agreement such as those regarding notice of claims to Owner and identification of differing site conditions, Design-Builder shall be entitled to an adjustment in the Scope of Services for Phase 1, the Phase 1 Not to Exceed Amount and/or the Design-Builder's Fee Percentage, but only to the extent Design-Builder's cost and/or time of performance have been adversely impacted by such inaccurate design or prescriptive specifications that are inconsistent with meeting the performance requirements. 3.5 The Contract Documents form the entire agreement between Owner and Design-Builder and by incorporation herein are as fully binding on the parties as if repeated herein. No oral representations or other agreements have been made by the parties except as specifically stated in the Contract Documents. The Contract Documents may not be changed, modified, or altered except in writing signed by the parties. 3.6 Design-Builder was selected based in part on the qualifications of the Key Team Members identified in the Design-Builder's Statement of Qualifications and Proposals. Design-Builder may not substitute the identified Key Team Members without written permission from Owner, such permission shall not be unreasonably withheld. Any substituted Key Team Member must possess the same or better qualifications as the previously approved Key Team Member. Article 4 Ownership of Work Product 4.1 Work Product. All drawings, specifications and other documents and electronic data, including such documents identified in the General Conditions of Contract, furnished by Design-Builder to Owner under this Agreement ("Work Product") are deemed to be instruments of service and Design-Builder shall retain the ownership and property interests therein, including but not limited to any intellectual property rights, copyrights and/or patents, subject to the provisions set forth in Sections 4.2 through 4.5 below. 4.2 Owner's Limited License upon Project Completion and Payment in Full to Design-Builder. Upon Owner's payment in full for all Work performed under the Contract Documents, Design-Builder shall grant Owner a limited license to use the Work Product in connection with Owner's occupancy of the Project, conditioned on Owner's express understanding that its alteration of the Work Product without the involvement of Design-Builder is at Owner's sole risk and without liability or legal exposure to Design- Builder or anyone working by or through Design-Builder, including Design Consultants of any tier DB1A Document No.530 Page 5 Standard Form of Agreement Between Owner and Design-Builder-Cost Plus Fee with an Option for a GMP 0 2010 Design-Build institute of America;changes©2021 Thaxton Parkinson PLLC Contract #24-159 (collectively the"Indemnified Parties"), and on the Owner's obligation to provide the indemnity set forth in Section 4.5 below. 4.3 Owner's Limited License upon Owner's Termination for Convenience or Design-Builder's Election to Terminate. If Owner terminates this Agreement for its convenience as set forth in Article 8 hereof, or if Design-Builder elects to terminate this Agreement in accordance with Section 11.4 of the General Conditions of Contract, Design-Builder shall, upon Owner's payment in full of the amounts due Design-Builder under the Contract Documents, grant Owner a limited license to use the Work Product to complete the Project and subsequently occupy the Project,and Owner shall thereafter have the same rights as set forth in Section 4.2 above, conditioned on the following: 4.3.1 Use of the Work Product is at Owner's sole risk without liability or legal exposure to any Indemnified Party, and on the Owner's obligation to provide the indemnity set forth in Section 4.5 below, and 4.3.2 Owner shall not be required to pay Design-Builder additional compensation for the right to use the Work Product to complete the Project and subsequently use the Work Product in accordance with Section 4.2 if Owner resumes the Project through its employees, agents, or third parties. 4.4 Owner's Limited License upon Design-Builder's Default. If this Agreement is terminated due to Design-Builder's default pursuant to Section 11.2 of the General Conditions of Contract, then Design- Builder grants Owner a limited license to use the Work Product to complete the Project and subsequently occupy the Project, and Owner shall thereafter have the same rights and obligations as set forth in Section 4.2 above. Notwithstanding the preceding sentence, if it is ultimately determined that Design-Builder was not in default, Owner shall be deemed to have terminated the Agreement for convenience, and Design- Builder shall be entitled to the rights and remedies set forth in Section 4.3 above. 4.5 Owner's Indemnification for Use of Work Product. If Owner is required to indemnify any Indemnified Parties based on the use or alteration of the Work Product under any of the circumstances identified in this Article 4, Owner shall defend, indemnify and hold harmless such Indemnified Parties from and against any and all claims,damages, liabilities, losses and expenses, including attorneys'fees, arising out of or resulting from the use or alteration of the Work Product. Article 5 Contract Time 5.1 Date of Commencement, The Work shall commence within ten (10) days of Design-Builder's receipt of Owner's Notice to Proceed ("Date of Commencement") unless the parties mutually agree otherwise in writing. 5.2 Substantial Completion and Final Completion. 5.2.1 The Phase 1 Completion Date is July 17, 2024. The parties will establish a date for Substantial Completion of the entire Work ("Scheduled Substantial Completion Date") in the GMP Amendment. 5.2.2 Interim milestones and/or Substantial Completion of identified portions of the Work ("Scheduled Interim Milestone Dates")shall be determined during Phase 1: (Insert any interim milestones for portions of the Work with different scheduled dates for Substantial Completion) DBIA Document No.530 Page 6 Standard Form of Agreement Between Owner and Design-Builder-Cost Plus Fee with an Option for a GMP ©2010 Design-Build Institute of America;changes©2021 Thaxton Parkinson PLLC Contract #24-159 5.2.3 Final Completion of the Work or identified portions of the Work shall be achieved as expeditiously as reasonably practicable. Final Completion is the date when all Work is complete pursuant to the definition of Final Completion set forth in Section 1,2.13 of the General Conditions of Contract. 5.2.4 All of the dates set forth in this Article 5(collectively the"Contract Times)")shall be subject to adjustment in accordance with the General Conditions of Contract. 5.3 Time is of the Essence. Owner and Design-Builder mutually agree that time is of the essence with respect to the dates and times set forth in the Contract Documents. 5.4 Liquidated Damages.Time is of the essence for this Agreement. Delays cause inconvenience to the residents of City and cost taxpayers undue sums of money, adding time needed for administration, engineering, inspection, and supervision. It is impractical for City to calculate the actual cost of delays. Accordingly, Contractor agrees to pay liquidated damages for failure to achieve Substantial Completion(as defined in the Contract Documents)which shall be in the amount of$ 500 per day until Substantial Completion is achieved. These liquidated damages are not a penalty but are fixed and agreed upon by and between Contractor and City because of the impracticability and difficulty of fixing and ascertaining the actual damages that City would sustain in the event that the Work is not completed in accordance with the Contract Documents. Liquidated damages may be retained by City and deducted from payments otherwise due to the Contractor. 5.5 Any liquidated damages assessed pursuant to this Agreement for delay damages shall be in lieu of all liability for any and all extra costs, losses, expenses, claims, penalties and any other damages, whether special or consequential, and of whatsoever nature, incurred by Owner which are occasioned by any delay in achieving the Contract Time(s). 5.6 In addition, the parties may establish liquidated damages as a remedy for other breaches of contract or failure to achieve performance standards. Such liquidated damages provisions may be added in the GMP Amendment or by written Change Order. Article 6 Contract Price 6.1 Contract Price. 6.1.1 Owner shall pay Design-Builder in accordance with Article 6 of the General Conditions of Contract a contract price ("Contract Price) as set forth herein. .1 The Guaranteed Maximum Price (GMP) will be determined with the GMP Amendment pursuant to Section 6.6 of the Agreement. .2 Subject to the provisions of the Contract Documents, the Owner shall pay Design Builder for each Phase of the Project in accordance with Section 6.6 of the Agreement. Design Builder's Compensation shall be subject to the Phase 1 NTE, any Early GMP Amendment, any established NTE, and the GMP, as applicable. The Phase 1 NTE, any Early GMP Amendment, any established NTE, and the GMP, as applicable, shall be the maximum amount that the Design Builder may be compensated for the applicable Contract Phase, as amended pursuant to this Contract. The maximum amount that the Design Builder may be compensated pursuant to this Agreement for any given phase shall also be referred to as the Contract Price ("Contract Price"). The elements of the Design Builder's Compensation, subject to the Contract Price are set forth herein. If the sum of the Design- DBIA Document No.530 Page 7 Standard Form of Agreement Between Owner and Design-Builder-Cost Plus Fee with an Option for a GMP ©2010 Design-Build Institute of America,changes©2021 Thaxton Parkinson PLLC Contract #24-159 Builder's Compensation is less than the Phase 1 NTE, any Early GMP Amendment, any established NTE, and/or the GMP, as applicable, the savings shall go to the Owner. .3 The parties acknowledge that the scope of work for this Project is not fully developed. The Design-Builder shall develop the Basis of Design Documents and other deliverables in Exhibit C such that the total Compensation to the Design-Builder shall not exceed the GMP set forth herein, unless the parties agree in writing to increase the GMP or the Design-Builder is otherwise entitled to an increase to the GMP pursuant to the terms of the Contract Documents. 6.2 Design-Builder's Pee Percentage. 6.2.1 Design-Builder's Total Combined Fee Percentage shall be: eight-point six one percent(8.61%)of the Cost of the Work,as adjusted in accordance with Section 6.2.2 below. 6.2.1.1 The Design-Builder's Fee Percentage shall include the following items,which shall not be charged as a Cost of the Work: .1 All profit of the Design-Builder for this Project; and .2 All regional and home office overhead expenses, including labor and materials, phone, facsimile, postage, Internet service, and other incidental office expenses attributed to work on this Project. 3 Design-Builders proposed insurance and bond 6.2.1.2 The Design-Builder's Fee Percentage shall not be applied to the following: .1 Design-Builder's costs for insurance, bonding,taxes, or permits; and .2 The Design-Builder's Contingency as defined in Section 6.4.4.1.b. 6.2.2 Prior to the execution of the GMP Amendment, Design-Builder's Fee Percentage will only be adjusted pursuant to Section 3.4 of this Agreement. 6.3 Cost of the Work. The term Cost of the Work shall mean costs reasonably and necessarily incurred by Design-Builder in the proper performance of the Work. Unless included in the Lump Sum General Conditions, the Cost of the Work shall include only the following: 6.3.1 Wages of direct labor costs of employees of Design-Builder performing the Work at the Site or, with Owner's agreement, at locations off the Site; provided, however, that the costs for those employees of Design-Builder performing design services shall be calculated on the basis of Prevailing market rates for design professionals performing such services or, if applicable, those rates set forth in an exhibit to this Agreement. Wages for those employees performing construction services shall be paid as follows: Basic wages and fringe benefits: The hourly wage (without markup or labor burden) and fringe benefits paid by the Design-Builder as established by the Washington Department of Labor and Industries or contributed to labor trust funds as itemized fringe benefits. Whichever is applicable, not to exceed that specified in the applicable"Intent to Pay Prevailing Wage"for the laborers, apprentices,journeymen,and foremen performing and/or directly supervising the Work on the site. The premium portion of overtime wages is not included unless pre-approved in writing by the Owner. The Design-Builder shall provide to the Owner copies of payroll records, including certified payroll statements for itself and Subcontractors of any tier for the period upon the Owner's request. Direct labor costs also include direct contributions to the State of Washington as industrial insurance, medical aid, and supplemental pension by class and rates established by the Washington Department of Labor and Industries and contributions required by DBIA Document No.530 Page 8 Standard Form of Agreement Between Owner and Design-Builder-Cost Plus Fee with an Option for a GMP ©2010 Design-Build Institute of America;changes©2021 Thaxton Parkinson PLLC Contract #24-159 the Federal Insurance Compensation Act(FICA), the Federal Unemployment Tax Act(FUTA) and the State Unemployment Compensation Act(SUCA). 6,3.2 Wages or salaries of Design-Builder's supervisory and administrative personnel engaged in the performance of the Work and who are located at the Site or working off-Site to assist in the production or transportation of material and equipment necessary for the Work. 6.3.3 Wages or salaries of Design-Builder's personnel stationed at Design-Builder's principal or branch offices, but only to the extent said personnel are approved in advance in writing by the Owner. 6.3.4 Unless included in Lump Sum General Conditions, costs incurred by Design-Builder for employee benefits, premiums, taxes, insurance, contributions and assessments required by law, collective bargaining agreements, or which are customarily paid by Design-Builder, to the extent such costs are based on wages and salaries paid to employees of Design-Builder covered under Sections 6.3.1 through 6.3.3 hereof. 6.3.5 The reasonable portion of the cost of travel, accommodations and meals for Design- Builders personnel necessarily and directly incurred in connection with the performance of the Work. Such costs must be approved in writing by Owner in advance. 6.3.6 Payments properly made by Design-Builder to Subcontractors and Design Consultants for performance of portions of the Work, including any insurance and bond premiums incurred by Subcontractors and Design Consultants. The costs for those employees performing design services shall be calculated on the basis of prevailing market rates for design professionals performing such services or, if applicable, those Hourly Rates set forth in Exhibit E. Contracts to Subcontractors and Design-Consultants that are paid on the basis of a Lump Sum must be approved in advance by the Owner, such approval shall not be unreasonably withheld. 6.3.7 Costs, including transportation, inspection, testing, storage and handling, of materials, equipment and supplies incorporated or reasonably used in completing the Work. The material costs shall be based upon the net cost after all discounts or rebates,freight costs, express charges, or special delivery costs, when applicable. No lump sum costs will be allowed except when approved in writing in advance by the Owner. Discounts and rebates based on prompt payment need not be included, however, if the Design-Builder offered but the Owner declined the opportunity to take advantage of such discount or rebate. 6.3.8 Costs (less salvage value) of materials, supplies, temporary facilities, machinery, equipment and hand tools not customarily owned by the workers that are not fully consumed in the performance of the Work and which remain the property of Design-Builder, including the costs of transporting, inspecting, testing, handling, installing, maintaining, dismantling and removing such items. 6.3,9 Costs of removal of debris and waste from the Site. 6.3.11 The reasonable costs and expenses incurred in establishing, operating and demobilizing the Site office, including the cost of facsimile transmissions, long-distance telephone calls, postage and express delivery charges, telephone service, photocopying and reasonable petty cash expenses. 6.3.12 Rental charges and the costs of transportation, installation, minor repairs and replacements, dismantling and removal of temporary facilities, machinery, equipment and hand tools not customarily owned by the workers, which are provided by Design-Builder at the Site, whether rented from Design-Builder or others, and incurred in the performance of the Work. The rental charge the applicable rental cost as established by the lower of the local prevailing rate published in the Rental Rate Blue Book by Data Quest, as modified by the AGC/WSDOT agreement or the actual rate paid to an unrelated third party as evidenced by rental receipts. Rates DBIA Document No.530 Page 9 Standard Form of Agreement Between Owner and Design-Builder-Cost Plus Fee with an Option for a GMP ©2010 Design-Build Institute of America;changes©2021 Thaxton Parkinson PLLC Contract #24-159 and quantities of equipment rented that exceed the local fair market rental costs shall be subject to the Owner's prior written approval. Total rental charges for equipment or tools shall not exceed 75%of the fair market purchase value of the equipment or the tool.Actual, reasonable mobilization costs are permitted if the equipment is brought to the site solely for the change in the Work. The rental rates are the maximum rates allowable for equipment of modern design and in good working condition and include full compensation for furnishing all fuel, oil, lubrication, repairs, maintenance, and insurance. When rental rates payable do not include fuel, lubrication, maintenance, and servicing, as defined as operating costs in the Blue Book, such operating costs shall be reimbursed based on actual costs. Equipment not of modern design and/or not in good working condition will have lower rates. Hourly, weekly, and/or monthly rates, as appropriate, will be applied to yield the lowest total cost. The rate for equipment necessarily standing by for future use (and standing by for no longer than two(2)weeks)on the changed Work shall be 50%of the rate established above. The total cost of rental allowed shall not exceed the cost of purchasing the equipment outright. If equipment is required for which a rental rate is not established by The Rental Rate Blue Book, an agreed rental rate shall be established for the equipment,which rate and use must be approved by the Owner prior to performing the Work. 6.3.12 Premiums for insurance and bonds required by this Agreement or the performance of the Work; however, the Design-Builder's Fee Percentage shall not be applied to the cost for insurance and bonds. 6.3.13 All fuel and utility costs incurred in the performance of the Work. 6.3.14 Sales, use or similar taxes, tariffs or duties incurred in the performance of the Work, with the exception of Washington State Sales Tax, which shall be paid outside the Phase 1 NTE, any Early GMP, or the GMP; however, the Design-Builders Fee Percentage shall not be applied to the costs for taxes. • 6.3.15 Costs for permits, royalties, licenses, tests and inspections incurred by Design-Builder as a requirement of the Contract Documents. 6.3.16 The cost of defending suits or claims for infringement of patent rights arising from the use of a particular design, process, or product required by Owner, paying legal judgments against Design-Builder resulting from such suits or claims, and paying settlements made with Owner's consent. 6.3.17 Costs incurred in preventing damage, injury or loss in case of an emergency affecting the safety of persons and property. 6.3.19 Accounting and data processing costs related to the Work. 6.3.20 Fees paid by the Design-Builder for the approval of Statements of Intent to Pay Prevailing Wages and certification of Affidavits of Wages Paid by the industrial statistician of the State Department of Labor and Industries. The Design-Builder will remain responsible for the actual submittal of the documents to the industrial statistician. In order to receive this reimbursement the Design-Builder will be required to submit to Owner, a list of its subcontractors at all tiers and have their Statements of Intent to Pay Prevailing Wages on file with the Owner, 6.3.21 Unit Prices established by the parties in Exhibit E. 6.3.22 Other costs reasonably and properly incurred in the performance of the Work to the extent approved in writing by Owner and not included in the Design-Builder's Contingency, Design Builder's Fee Percentage, or the Lump Sum General Conditions. DBIA Document No,530 Page 10 Standard Form of Agreement Between Owner and Design-Builder-Cost Plus Fee with an Option for a GMP 0 2010 Design-Build Institute of America;changes©2021 Thaxton Parkinson PLLC Contract #24-159 6.4 Other Methods of Compensation Within the Phase 1 NTE,an Early GMP,or the GMP,the parties may agree to the following methods of pricing Design-Builder's Compensation 6.4.1 Allowance Items and Allowance Values. .1 Any and all Allowance Items, as well as their corresponding Allowance Values, are set forth in Exhibit E, any Early GMP Amendment, or the GMP Amendment and are included within any established Early GMP and the GMP, as applicable. .2 Design-Builder and Owner have worked together to review the Allowance Items and Allowance Values based on design information then available to determine that the Allowance Values constitute reasonable estimates for the Allowance Items. Design-Builder and Owner will continue working closely together during the preparation of the design to develop Construction Documents consistent with the Allowance Values. Nothing herein is intended in any way to constitute a guarantee by Design-Builder that the Allowance Item in question can be performed for the Allowance Value. .3 No work shall be performed on any Allowance Item without Design-Builder first obtaining in writing advanced authorization to proceed from Owner. Owner agrees that if Design-Builder is not provided written authorization to proceed on an Allowance Item by the date set forth in the Project schedule, due to no fault of Design-Builder, Design-Builder may be entitled to an adjustment of the Contract Times) and Contract Price. .4 The Allowance Value for an Allowance Item includes the direct cost of labor, materials, equipment, transportation, taxes and insurance directly associated with the applicable Allowance Item. With the exception of Owner Directed Allowances, all other costs, including design fees, Design-Builder's overall project management and fixed general conditions costs, overhead and fee, are deemed to be included in the original Contract Price, and are not subject to adjustment, regardless of the actual amount of the Allowance item. .5 Whenever the actual costs for an Allowance Item is more than or less than the stated Allowance Value, the Contract Price shall be adjusted accordingly by Change Order, subject to Section 6.4.1.4; however, Design-Builder must provide written notice of the difference between the actual cost and the Allowance Value pursuant to the Changes provisions in the General Conditions. The amount of the Change Order shall reflect the difference between actual costs incurred by Design- Builder for the particular Allowance Item and the Allowance Value, 6.4.2 Not To Exceed Sums .1 The Owner and Design Builder may establish Not to Exceed ("NTE) Sums for specific scopes of the Work("NTE Scopes"). Any such NTE Sum will be negotiated between the Owner and Design-Builder pursuant to Section 6.6.1.5 of the Agreement and memorialized through a Contract Amendment. .2 For each scope of work for which a NTE Sum has been established, the Design- Builder shall be reimbursed for the NTE Scope as a Cost of the Work; however, Design-Builder's compensation shall not exceed the NTE Sum without a written Change Order. DBIA Document No.530 Page 11 Standard Form of Agreement Between Owner and Design-Builder-Cost Plus Fee with an Option for a GMP ©2010 Design-Build Institute of America;changes©2021 Thaxton Parkinson PLLC Contract #24-159 .3 Design-Builder shall not request reimbursement for costs that are within the NTE Scope unless those costs are identified in the Payment Application as subject to the NTE Sum. Except as allowed in Section 6.4.4.1.b, costs that are within the NTE Scope that are in excess of the NTE Sum shall be the sole responsibility of the Design-Builder. .4 NTE Sums and NTE Scopes may only be modified by Change Order pursuant to the General Conditions. 6.4.3 Lump Sums .1 The Owner and Design-Builder may establish Lump Sums for specific scopes of the Work. Any such Lump Sum will be negotiated between the Owner and Design- Builder. The Lump Sum agreed upon by the Parties shall be incorporated into the GMP Amendment or a Change Order, and the parties shall include the following information: a. A specific description of the Scope of the Work that is subject to the Lump Sum; b. An updated Schedule of Values that incorporates the Lump Sum; and c. Any milestone dates associated with the scope of the Work associated with the Lump Sum. .2 For each scope of work for which a Lump Sum has been established, the Design- Builder shall be compensated pursuant to the Schedule of Values set forth above based on the percentage of the Scope of the Work subject to the Lump Sum that has been completed. .3 Design-Builder shall not request reimbursement for costs that are within the scope of the Lump Sum unless those costs are identified in the Payment Application as subject to the Lump Sum. Except as allowed in Section 6.4.4.1.b, costs that are within the scope of the Lump Sum that are in excess of the Lump Sum shall be the sole responsibility of the Design-Builder. .4 Lump Sums may only be modified via Change Order pursuant to the General Conditions 6.4.4 Contingencies .1 The Parties shall establish, as part of any NTE, Early GMP, or and the GMP, the following Contingencies which are available for Design-Builder's exclusive use for the below described unanticipated costs it has incurred that are not the basis for a Change Order under the Contract Documents (collectively "Contingency Items"). Continency Items include the costs described below, which are subject to written approval by the Owner. The Owner may, in its discretion, approve other costs that may be reimbursed under a Contingency; however, in no case shall the Design- Builder be entitled to use the Contingency for payment of Liquidated Damages that it may be assessed pursuant to this Agreement. (a) Cost of the Work Contingency. The Cost of the Work Contingency is reimbursed as a Cost of the Work. The Cost of the Work Contingency is available to the Design-Builder for the following items: (i) Trade buy-out differentials; DBIA Document No.530 Page 12 Standard Form of Agreement Between Owner and Design-Builder-Cost Plus Fee with an Option for a GMP ©2010 Design-Build Institute of America;changes©2021 Thaxton Parkinson PLLC Contract #24-159 (ii) Escalation of materials; and (iii) Other direct Costs of the Work that are not included in the Design- Builder's Contingency, but only with the prior written consent of the Owner. (b) Design-Builder's Contingency. The Design-Builder's Contingency is available to the Design-Builder for items that are not excluded by Section 6.5 hereof and include but are not limited to the following items: (i) Overtime or acceleration; (ii) Costs incurred by Design-Builder in repairing or correcting defective, damaged or nonconforming Work(excluding any warranty or corrective Work performed after Substantial Completion), provided that such Work was beyond the reasonable control of Design-Builder, or caused by the ordinary mistakes or inadvertence, and not the negligence, of Design-Builder or those working by or through Design-Builder. If the costs associated with such Work are recoverable from insurance, Subcontractors or Design Consultants, Design-Builder shall exercise its best efforts to obtain recovery from the appropriate source and provide a credit to Owner if recovery is obtained; (iii) Legal costs, court costs and costs of mediation and arbitration reasonably arising from Design-Builder's performance of the Work, provided such costs do not arise from disputes between Owner and Design-Builder; (iv) Subcontractor or other tier defaults to the extent not compensated by any surety or bond; or (v) Costs that are in excess of an NTE Sum, Lump Sum, or Early GMP. .2 The Design-Builder shall be reimbursed for Contingency Items in the same manner as set forth in Section 6.3 of the Agreement; however, Design-Builder's compensation for the Contingency Items listed in Section 6.4.4.1.b shall not cumulatively exceed the amount set forth as the Design-Builder's Contingency in the applicable NTE, Early GMP, or GMP without a written Change Order. Design- Builder shall not be entitled to apply the Design-Builder's Fee Percentage for items reimbursed under the Design-Builder's Contingency set forth in Section 6.4.4.1.b. .3 Prior to the final accounting, the Contingencies are not available to Owner for any reason, including, but not limited to changes in scope or any other item which would enable Design-Builder to increase an NTE, Early GMP, or GMP under the Contract Documents. .4 Design-Builder shall provide Owner notice of all anticipated charges against the Contingencies and shall provide Owner as part of the monthly status report required by the General Conditions of Contract an accounting of the Contingency, including all reasonably foreseen uses or potential uses of the Contingency in the upcoming three (3) months. Design-Builder agrees that with respect to any expenditure from a Contingency relating to a Subcontractor default or an event for which insurance or bond may provide reimbursement, Design-Builder will in good faith exercise reasonable steps to obtain performance from the Subcontractor and/or recovery from any surety or insurance company.Design-Builder agrees that DBIA Document No.530 Page 13 Standard Form of Agreement Between Owner and Design-Builder-Cost Pius Fee with an Option for a GMP ©2010 Design-Build Institute of America;changes©2021 Thaxton Parkinson PLLC Contract #24-159 if Design-Builder is subsequently reimbursed for said costs, then said recovery will be credited back to the Contingency. 6.4.5 Lump Sum General Conditions Costs .1 If the Parties enter into the GMP Amendment,the Parties shall establish an amount for the Lump Sum General Conditions Costs. The parties shall determine the portions of the Cost of the Work set forth in Section 6.3 that are included in the Lump Sum General Conditions Costs, and the parties shall include a description of such costs in the GMP Amendment. Unless the parties agree in writing otherwise, the costs that will be included in the Lump Sum General Conditions Costs are as follows: a. Wages or salaries of Design-Builder's supervisory and administrative personnel engaged in the performance of the Work and who are located at the Site or working off-Site to assist in the production or transportation of material and equipment necessary for the Work. Specifically, the following personnel are included in the Lump Sum General Conditions Amount: i. Project Executive ii. Project Manger Hi, Superintendent and/or Construction Manager iv. Quality Control Manager v. Project Field Engineer and/or Design Manager vi. Project Controls vii. Project Scheduler viii. Safety Manager b. Wages or salaries of Design Builder's personnel stationed at Design Builder's principal or branch offices, but only to the extent said personnel are approved in advance of the performance of the Work in writing by the Owner. c. Costs incurred by Design-Builder for employee benefits, premiums, taxes, insurance, contributions and assessments required by law, collective bargaining agreements, or which are customarily paid by Design-Builder, to the extent such costs are based on wages and salaries paid to employees of Design-Builder covered under this Section. d. The reasonable portion of the cost of travel, accommodations and meals for Design-Builder's personnel necessarily and directly incurred in connection with the performance of the Work and with the written consent of the Owner as set • • forth below: i. Meals and Incidental Expenses: Meals and incidental expenses will be limited to the Federal Per Diem rate for meals and incidentals established for the location where lodging is obtained. Federal Per Diem guidelines which includes the meal breakdown and Federal Per Diem rates for other locations can be found at v ww.gsa.gov. ii. Lodging: Lodging will be billed at cost, including applicable taxes, not to exceed the Federal Per Diem maximum lodging rate for the location where the work is being performed. DBIA Document No.530 Page 14 Standard Form of Agreement Between Owner and Design-Builder-Cost Plus Fee with an Option for a GMP ©2010 Design-Build Institute of America;changes©2021 Thaxton Parkinson PLLC Contract #24-159 iii. Travel:Air travel(at coach class or equivalent),airport shuttles,etc. billed at cost. Ground transportation by privately owned vehicle, if utilized, billed at the Internal Revenue Service mileage rate for privately owned vehicles in effect at the time of travel. Expenses for a rental car(including fuel), at cost, in the ratio of one mid-size class rental car for each three Contractor's personnel directly engaged in performance of the work at the prevailing rental rates then in effect. Rental car options such as refueling fees, GPS, collision&liability insurance,etc.will not be reimbursed by the Owner unless such options are approved in advance by the Owner's Representative. Appropriate insurance coverage should be included in the Contractor's insurance policies. e. The reasonable costs and expenses incurred in establishing, operating and demobilizing the Site office, including the cost of facsimile transmissions, long-distance telephone calls, postage and express delivery charges, telephone service, photocopying and reasonable petty cash expenses. f. Premiums for insurance and bonds required specifically by this Agreement or the performance of the Work by the Design Builder. g. Accounting and data processing costs related to the Work. h. Fees paid by the Design-Builder for the approval of Statements of Intent to Pay Prevailing Wages and certification of Affidavits of Wages Paid by the industrial statistician of the State Department of Labor and Industries. The Design-Builder will remain responsible for the actual submittal of the documents to the industrial statistician and the determination of the locality of the work to confirm the appropriate classification of work, in order to receive this reimbursement, the Design-Builder will be required to submit to Owner a list of its subcontractors at all tiers and have their Statements of Intent to Pay Prevailing Wages on file with the Owner. i. General administrative costs not specifically listed in this subsection, including but not limited to the following: i. Shop Drawing Reproduction ii. Construction Schedule &Updates iii. Safety/Security iv. Field Office Set-up (mobilization/demobilization) v. Office Supplies vi. Telephone System vii. Telephone Service Charge viii. Computer Network/System Set-up ix. Courier Service x. Postage (Fed-X, USPS) xi. Furniture/Equipment xii. Office Cleaning xiii. Project Superintendent Vehicle xiv. Computers xv. Copy Machine xvi. Temporary Electric Hook-up/Removal DBIA Document No.530 Page 15 Standard Form of Agreement Between Owner and Design-Builder-Cost Plus Fee with an Option for a GMP ©2010 Design-Build Institute of America;changes©2021 Thaxton Parkinson PLLC Contract #24-159 xvii. Temporary Electric Material xviii. Project Signage xix. Temporary Water Hook-up/Removal xx. Drinking Water&Supplies xxi. Chemical Toilets xxii. O&M Manuals xxiii. Project Record Documents xxiv. Field Engineering/Layout Survey .2 For the Costs of the Work that are included in the Lump Sum General Conditions Costs, the Design-Builder shall no longer be entitled to be reimbursed for such costs as part of the Cost of the Work,and the Design Builder's sole compensation for the costs set forth in the identified General Conditions shall be through the Lump Sum General Conditions Costs. .3 The Owner shall have the right to examine the back-up documentation establishing the Lump Sum General Conditions Costs, including but not limited to all estimates, proposals, contracts and other financial documentation on a transparent basis. .4 The Lump Sum General Conditions Costs shall only be modified if the Design- Builder is entitled to compensation for a delay pursuant to Section 8.2 of the General Conditions. Any modification to the Lump Sum General Conditions Costs shall be calculated as follows: a. The Design Builder shall be entitled to receive a liquidated daily rate for extended General Conditions Costs ("Design-Builder's Delay Rate) for each day that the Contract Time is extended pursuant to Section 8.2 of the General Conditions. i. The Design-Builder's Delay Rate shall be calculated by dividing the Lump Sum General Conditions Costs by the number of days in the Contract Time set forth in the GMP Amendment for Phase 2. ii. Then, the Design-Builder's Delay Rate is multiplied by the number of days that the Contract Time is extended for Design-Builder's Delay, subject to a determination of entitlement pursuant to Article 8 of the General Conditions. iii. The result from the Design-Builder's Delay Rate multiplied by the number of days is the Extended General Conditions Costs which shall be added to the Lump Sum General Conditions Costs by Change Order and paid to the Design Builder pursuant to the Schedule of Values, subject to a determination of entitlement pursuant to Article 8 of the General Conditions. b. The Design-Builder's Delay Rate shall not apply to delays occurring after Substantial Completion is achieved. c. The Parties agree that determining the Design Builder's damages for delay in Phase 2 would be extremely difficult or impracticable to determine and that the Design-Builder's Delay Rate, as calculated in this Section 6.4.5.4, is a reasonable estimate of and reasonable sum for such damages;therefore, the Design-Builder's Delay Rate shall be payable to the Design Builder as liquidated damages and not as a penalty. DBiA Document No.530 Page 16 Standard Form of Agreement Between Owner and Design-Builder-Cost Plus Fee with an Option for a GMP ©2010 Design-Build Institute of America;changes©2021 Thaxton Parkinson PLLC Contract #24-159 6.4.6 Unit Prices and Hourly Rates .1 Any Unit Prices and Hourly Rates shall be agreed upon in writing and set forth in Exhibit E to the Agreement. Design-Builder shall not charge more than a specified Unit Price or Hourly Rate than the amount set forth in Exhibit E, as modified through the Contract Documents. .2 Once established, Unit Prices and Hourly Rates shall not be subject to audit and may only be changed by Change Order. .3 Design-Builder must maintain a record of the number of Unit Prices and Hours billed using Hourly Rates for review by Owner. 6.5 Non-Reimbursable Costs. 6.5.1 The following shall not be deemed as costs of the Work: .1 Compensation for Design-Builder's personnel stationed at Design-Builder's principal or branch offices, except as expressly provided for in Section 6.3 hereof, .2 Overhead and general expenses, except as provided for in Section 6.3 hereof. .3 The cost of Design-Builder's capital used in the performance of the Work. .4 Costs that would cause the Phase 1 NTE, any Early GMP, and the GMP, the Cost of the Work Contingency, or the Design Builder's Contingency as adjusted in accordance with the Contract Documents, to be exceeded. 6.6 Project Phases. 6.6.1 Phase 1 .1 Compensation. During Phase 1, the Design Builder shall be compensated for the following: a. The Cost of the Work set forth in Section 6.3; b. Design-Builder's Fee Percentage set forth in Section 6.2,1 multiplied by the Cost of the Work; and d. Contingency Items charged under Section 6.4.4.1.b. .2 Phase 1 Not to Exceed Amount. Design-Builder guarantees that its Compensation during Phase 1 shall not exceed the Phase 1 Not to Exceed Amount ("Phase 1 NTE") of two hundred ten thousand, four hundred twenty six Dollars ($210,426). Design-Builder agrees that it will be responsible for paying all costs of completing the Work which exceed the Phase 1 NTE, as adjusted in accordance with the Contract Documents. .3 The Phase 1 NTE includes the Cost of the Work Contingency. .4 Early Work. The parties may agree to proceed with Early Work and establish a GMP for the Early Work prior to establishing the GMP for the entire project "Early Work GMP". For each Early Work Scope proposed, Design-Builder shall provide to Owner an Early Work GMP Proposal that will include the deliverables set forth in Exhibit C, unless the parties mutually agree otherwise. DBIA Document No.530 Page 17 Standard Form of Agreement Between Owner and Design-Builder-Cost Pius Fee with an Option for a GMP ©2010 Design-Build Institute of America;changes©2021 Thaxton Parkinson PLLC Contract #24-159 a. Submission of an Early Work GMP Proposal. Submission of an Early Work GMP Proposal constitutes Design-Builder's representation and agreement that it has adequately investigated the site and the Early Work Scope parameters, the Early Work Scope is adequately defined and sufficiently understandable, to provide an accurate Early Work GMP and Early Work Schedule and for the Design- Builder to perform the Work in accordance with the Contract Documents for an amount that will not exceed the Early Work GMP. b. Review and Adjustment of Early Work GMP Proposal. After submission of an Early Work GMP Proposal, the Design-Builder and Owner shall meet to discuss and review the Early Work GMP Proposal. If Owner has any comments regarding the Early Work GMP Proposal or finds any inconsistencies or inaccuracies in the information presented, it shall promptly give written notice to Design-Builder of such comments or findings. If appropriate, Design-Builder shall, upon receipt of Owner's notice, make appropriate adjustments to the Early Work GMP Proposal. To assist in the Owner's review of the Early Work GMP Proposal, the Design Builder shall, upon the Owner's Request, provide all information, including but not limited to all data, reports, cost analysis, pricing, designs, and specifications on which the Design Builder relied or used as a basis for the Early Work GMP Proposal. The Owner shall make its best efforts to review any revised Early Work GMP Proposal within two weeks of receipt of the revised Early Work GMP Proposal. c. Acceptance of an Early Work GMP Proposal. If Owner accepts the Early Work GMP Proposal, as may be amended by Design-Builder,the parties will enter into an Early Work Contract Amendment in the form attached as Exhibit G, and unless otherwise set forth in the Early Work Contract Amendment, Design- Builder will be compensated pursuant to Section 6.6.1.2 of the Agreement. At the Owner's option, any Early Work GMP may be converted into a Lump Sum. d. Failure to Accept an Early Work GMP Proposal. If Owner rejects an Early Work GMP Proposal, the Early Work GMP Proposal shall be deemed • withdrawn and of no effect. In such event, Owner and Design-Builder shall meet and confer as to how the Early Work Scope will proceed, with Owner having the following options: Suggest modifications to the Early Work GMP Proposal, whereupon, if such modifications are accepted in writing by Design-Builder, the Early Work GMP Proposal shall be deemed accepted and the parties shall proceed in accordance with Section 6.6.1.4.c above; ii. Request the Design-Builder to perform the Early Work in Phase 2 of the Project; or iii. Terminate the Early Work Scope or proceed with the Early Work Scope through another contract. e. Performance of Work After Submission of an Early Work Proposal. The Design-Builder shall not perform any Work on the Early Work Scope after the submission of an Early Work Proposal until the Owner has approved and signed the Early Work Amendment unless the Design-Builder obtains the Owner's prior, written consent to perform such Work and only to the extent that such Work is expressly described in writing in such written consent. If Design-Builder performs such Work, Design-Builder shall be compensated pursuant to the written approval. DBIA Document No.530 Page 18 Standard Form of Agreement Between Owner and Design-Builder-Cost Plus Fee with an Option for a GMP ©2010 Design-Build Institute of America;changes©2021 Thaxton Parkinson PLLC Contract #24-159 .5 GMP Proposal.At the conclusion of Phase 1, Design-Builder shall submit a GMP Proposal to Owner which shall include the deliverables set forth in Exhibit C, unless the parties mutually agree otherwise. The GMP Proposal shall include and identify all Early Work Amendments as well as all other Work necessary to complete the Project. a. Submission of the GMP Proposal. Submission of the GMP Proposal constitutes Design-Builder's representation and agreement that it has adequately investigated the site and the project parameters, the Project is adequately defined, the Final Basis of Design Documents are sufficiently defined to provide an accurate GMP and Project Schedule, and subject to the assumptions and clarifications in the GMP Proposal, the Project is sufficiently clear and understandable for the Design-Builder to perform the Work in accordance with the Contract Documents for an amount that will not exceed the GMP in the Proposal. b. Review and Adjustment to GMP Proposal. After submission of the GMP Proposal, Design-Builder and Owner shall meet to discuss and review the GMP Proposal. If Owner has any comments regarding the GMP Proposal or finds any inconsistencies or inaccuracies in the information presented, it shall promptly give written notice to Design-Builder of such comments or findings. If appropriate, Design-Builder shall, upon receipt of Owner's notice, make appropriate adjustments to the GMP Proposal. To assist in the Owner's review of the GMP Proposal, the Design Builder shall, upon the Owner's Request, provide all information, including but not limited to all data, reports, cost analysis, pricing, designs and specifications on which the Design Builder relied or used as a basis for the GMP Proposal. The Owner shall make its best efforts to review any revised GMP Proposal within thirty (30) days of receipt of the revised GMP Proposal. c. Acceptance of GMP Proposal. If Owner accepts the GMP Proposal, as may be amended by Design-Builder, the terms of the GMP Proposal shall be set forth in the GMP Amendment. At the Owner's option, the GMP may be converted into a Lump Sum. d. Failure to Accept the GMP Proposal. If Owner rejects the GMP Proposal, the GMP Proposal shall be deemed withdrawn and of no effect. In such event, Owner and Design-Builder shall meet and confer as to how the Project will proceed, with Owner having the following options: Owner may suggest modifications to the GMP Proposal, whereupon, if such modifications are accepted in writing by Design-Builder,the GMP Proposal shall be deemed accepted and the parties shall proceed in accordance with Section 6.6.1.5.c above; ii. Owner may terminate this Agreement for convenience in accordance with Article 8 hereof. e. Performance of Work After Submission of GMP Proposal. The Design-Builder shall not perform any Work after the submission of the GMP Proposal until the Owner has approved and signed the GMP Amendment unless the Design-Builder obtains the Owner's prior,written consent to perform such Work and only to the extent that such Work is expressly described in writing in such written consent. If Design-Builder performs such Work, Design-Builder shall be compensated pursuant to the written approval. DBIA Document No.530 Page 19 Standard Form of Agreement Between Owner and Design-Builder-Cost Plus Fee with an Option for a GMP ©2010 Design-Build institute of America;changes©2021 Thaxton Parkinson PLLC Contract #24-159 6.6.2 Phase 2 Post GMP Period. .1 Compensation. During Phase 2, the Design Builder shall be compensated for the following, all subject to the GMP: a. The Cost of the Work set forth in Section 6.3; b. Design-Builder's Fee Percentage established pursuant to Section 6.2.2; c. Any Lump Sums established pursuant to Section 6.4.3; d. Contingency Items charged under Section 6.4.4.1.b; and e. Design-Builder's Lump Sum General Conditions Costs established pursuant to Section 6.4.5. .2 GMP The total compensation paid to Design-Builder for this Project shall not exceed the GMP, as amended pursuant to this Contract. By agreeing to the GMP Amendment, the Design-Builder understands that if the Work cannot be completed for the agreed GMP, any additional costs shall be the responsibility of the Design- Builder, and Design-Builder hereby assumes liability for such costs without reimbursement by the Owner. .3 If the parties decide to convert the GMP into a Lump Sum, Design-Builder shall be compensated pursuant to Section 6.4.3 of the Agreement. 6.6.3 Savings. .1 If the sum of the actual Cost of the Work and Design-Builder's Fee (and, if applicable, any prices established under Section 6.1.2 hereof) is less than the GMP, as such GMP may have been adjusted over the course of the Project, the difference ("Savings") shall go to 100% to the Owner. Article 7 Procedure for Payment 7.1 Progress Payments. 7.1.1 Design-Builder shall submit to Owner on the twenty fifth (25th) day of each month, beginning with the first month after the Date of Commencement, Design-Builder's Application for Payment in.accordance with Article 6 of the General Conditions of Contract. 7.1.2 Owner shall make payment within thirty (30) days after Owner's receipt of each properly submitted and accurate Application for Payment in accordance with Article 6 of the General Conditions of Contract, but in each case less the total of payments previously made, and less amounts properly withheld under Section 6.3 of the General Conditions of Contract. 7.1.3 If Design-Builder's Fee under Section 6.2 hereof is a lump sum amount, the amount of Design-Builder's Fee to be included in Design-Builder's monthly Application for Payment and paid by Owner shall be proportional to the percentage of the Work completed, less payments previously made on account of Design-Builder's Fee. DBIA Document No.530 Page 20 Standard Form of Agreement Between Owner and Design-Builder-Cost Plus Fee with an Option for a GMP ©2010 Design-Build Institute of America;changes©2021 Thaxton Parkinson PLLC Contract #24-159 7.2 Retainage on Progress Payments. 7.2.1 The Owner will withhold retainage pursuant to RCW Chapter 60.28, and Owner shall release such retainage pursuant to state law. Pursuant to RCW Chapter 60.28,the Design-Builder may submit a bond in lieu of the retainage that the Owner would otherwise keep under the terms of this Contract and pursuant to applicable law. Any such bond submitted in lieu of retainage must be on the form approved by the Owner. In the event the Design-Builder fails at any time to pay persons protected under RCW Chapter 60.28 or the Owner has reason to believe that the Owner or other obligee under the bond has a claim against the retainage or for other good cause, the Owner may, at its option, resume retaining from monies earned by the Design-Builder in such amount as it would otherwise be entitled to retain had the bond not been accepted. Notwithstanding the Owner's resuming such retainage, said bond shall remain in full force and effect to the extent of its penal sum, limited to the amount of retainage released to the Design-Builder. After the Design-Builder has paid protected persons or otherwise cured any default, the Owner may, at its option, again release retainage pursuant to the terms of the bond. 7.3 Final Payment. Design-Builder shall submit its Final Application for Payment to Owner in accordance with Section 6.7 of the General Conditions of Contract. Owner shall make payment on Design- Builder's properly submitted and accurate Final Application for Payment pursuant and subject to RCW Chapter 60.28 and RCW Chapter 39.08 and all applicable laws and regulations, provided that Design- Builder has satisfied the requirements for final payment set forth in Section 6.7.2 of the General Conditions of Contract. 7.4 Interest. Payments due and unpaid by Owner to Design-Builder, whether progress payments or final payment, shall bear interest commencing five (5) days after payment is due at the statutory rate of interest per month until paid. 7.5 Record Keeping and Finance Controls. Design-Builder acknowledges that this Agreement is to be administered on an "open book" arrangement relative to Costs of the Work. Design-Builder shall keep full and detailed accounts and exercise such controls as may be necessary for proper financial management, using accounting and control systems in accordance with generally accepted accounting principles and as may be provided in the Contract Documents. During the performance of the Work and for a period of six (6) years after Final Payment, Owner, Owner's accountants, the Washington State Department of Commerce and the Washington State Auditor shall be afforded access to, and the right to audit from time-to-time, upon reasonable notice, Design-Builder's records, books, correspondence, receipts, subcontracts, purchase orders, vouchers, memoranda and other data relating to the Work, all of which Design-Builder shall preserve for a period of six(6)years after Final Payment. Such inspection shall take place at Design-Builder's offices during normal business hours unless another location and time is agreed to by the parties. Any multipliers or markups agreed to by the Owner and Design-Builder as part of this Agreement are only subject to audit to confirm that such multiplier or markup has been charged in accordance with this Agreement, with the composition of such multiplier or markup not being subject to audit. Article 8 Termination for Convenience 8.1 Upon ten (10) days'written notice to Design-Builder, Owner may, for its convenience and without cause, elect to terminate all or a portion of this Agreement. In such event, Owner shall pay Design-Builder for allowable costs and subject to any established Not to Exceed Amount or GMP: 8.1.1 All Work executed and for proven loss, cost or expense in connection with the Work; DMA Document No.530 Page 21 Standard Form of Agreement Between Owner and Design-Builder-Cost Plus Fee with an Option for a GMP ©2010 Design-Build Institute of America;changes©2021 Thaxton Parkinson PLLC Contract #24-159 8.1.2 The reasonable costs and expenses attributable to such termination, including demobilization costs and amounts due in settlement of terminated contracts with Subcontractors and Design Consultants; and 8.1.3 The fair and reasonable sums for overhead and profit on the sum of items 8.1.1 and 8.1.2 above based on Design-Builder's Fee Percentage. 8.2 If Owner terminates this Agreement pursuant to Section 8.1 above and proceeds to design and construct the Project through its employees, agents or third parties, Owner's rights to use the Work Product shall be as set forth in Section 4.3 hereof. Such rights may not be transferred or assigned to others without Design-Builder's express written consent and such third parties' agreement to the terms of Article 4. Article 9 Representatives of the Parties 9.1 Owner's Representatives. 9.1.1 Owner designates the individual listed below as its Senior Representative ("Owner Senior Representative"), which individual has the authority and responsibility for avoiding and resolving disputes under Section 10.2.3 of the General Conditions of Contract: (Identify individual's name, title, address and telephone numbers) Glenn Ritter Senior Engineer City of Spokane Valley 10210 E. Sprague Ave Spokane Valley, WA 99206 (509)720-5018 gritterCa�spokanevallev.orq 9.1.2 Owner designates the individual listed below as its Owner's Representative, which individual has the authority and responsibility set forth in Section 3.4 of the General Conditions of Contract: (Identify individual's name,title,address and telephone numbers) Jonathan Miller Turner&Townsend Heery 1212 N. Washington St., Suite 219 Spokane, WA 99201 Jonathan.Miller(f,',turntown.com (509)499-8533 9.2 Design-Builder's Representatives. 9.2.1 Design-Builder designates the individual listed below as its Senior Representative ("Design-Builder's Senior Representative"),which individual has the authority and responsibility for avoiding and resolving disputes under Section 10.2.3 of the General Conditions of Contract: (Identify individual's name,title,address and telephone numbers) Ed Walker President Walker Construction Inc. (509)535-3354 ewalkerwalkerconstructioninc.com DBIA Document No.530 Page 22 Standard Form of Agreement Between Owner and Design-Builder-Cost Plus Fee with an Option for a GMP ©2010 Design-Build Institute of America;changes©2021 Thaxton Parkinson PLLC Contract #24-159 9.2.2 Design-Builder designates the individual listed below as its Design-Builder's Representative, which individual has the authority and responsibility set forth in Section 2.1.1 of the General Conditions of Contract: (identify individual's name, title,address and telephone numbers) Josh Chrisman Project Manager Walker Construction, Inc. (509)535-3354 jchrisman@watkerconstructioninc.com Article 10 Bonds and Insurance 10.1 Insurance.Design-Builder and Owner shall procure the insurance coverages set forth in the Exhibit B1 attached hereto and in accordance with Article 5 of the General Conditions of Contract. 10.2 Bonds and Other Performance Security. Upon execution of this Agreement, Design-Builder shall provide a performance and a labor and material bond, pursuant to chapter 39.08 RCW, equal to one hundred percent (100%) of the Phase 1 NTE in the form set forth as Exhibits B2 (Payment Bond) and Exhibit B3 (Performance Bond). Upon execution of an Early GMP Amendment and the GMP Amendment, Design-Builder shall increase the amount of the performance and labor and material bonds, pursuant to RCW Chapter 39.08, equal to one hundred percent (100%) of an Early GMP and the GMP, as applicable in the forms set forth as Exhibit B2 (Payment Bond)and Exhibit B3(Performance Bond). 10.3 All bonds furnished by Design-Builder shall be from a surety that is qualified and registered to conduct business in the state of Washington. Article 11 Other Provisions 11.1 Designer of Record and Key Team Members. 11.1.1 Prior to entering into this Agreement, the Owner selected the Amento Group as the Designer of Record. By entering into this Agreement, the Design Builder represents that it has investigated the suitability of the Designer of Record and accepts that the Designer of Record has sufficient experience and expertise to perform the Work required of the Designer of Record in this Project and accepts responsibility for the Designer of Record's work after the date of the sub agreement with the Designer of Record. Design Builder will enter into an agreement directly with the Designer of Record. 11.1.2 Design-Builder may not substitute a consultant, subconsultant, subcontractor, or any individual listed as a Key Team Member that was listed in the Design-Builder's Statement of Qualifications or Proposal or that was approved by the Owner without the Owner's written consent. Design-Builder must request Owner's consent prior to the date of the substitution. Owner's consent shall not be unreasonably withheld. To obtain Owner's consent, substituted consultants, subconsultants, subcontractors or Key Team Members must have equivalent or better experience and qualifications to the original consultants, subconsultants, subcontractors or Key Team Members. 11.2 Wages. DBIA Document No.530 Page 23 Standard Form of Agreement Between Owner and Design-Builder-Cost Pius Fee with an Option for a GMP ©2010 Design-Build Institute of America;changes©2021 Thaxton Parkinson PLLC Contract #24-159 11.2.1 The Design-Builder and its Subcontractors, Consultants and Sub-Consultants shall pay all laborers, workmen, or mechanics employed by it or them in the performance of this Contract the applicable state prevailing wage rate required by(chapter 39.12 RCW). The schedule of prevailing wage rates for the locality or localities of the Work is determined by the Industrial Statistician of the Department of Labor and Industries. Design-Builder shall provide a copy of the determination to the Owner. It is the Design-Builder's responsibility to verify the applicable prevailing wage rate. 11.2.2 Before payment is made by the Owner to the Design-Builder for any Work performed by Design-Builder or any Subcontractor, Consultant or Sub-Consultant whose work is included in the application for payment, the Design-Builder shall submit, or shall have previously submitted, to the Owner a Statement of Intent to Pay Prevailing Wages, approved by the Department of Labor and Industries, certifying the rate of hourly wage paid and to be paid each classification of employees, laborers, workers, or mechanics employed for the Work by Design-Builder, Consultants, Subcontractors and Sub-Consultants. The "Statement of Intent to Pay Prevailing Wages" shall include: (1) the Design-Builder's registration number; and (2) the prevailing wages under RCW 39.12.020 and the number of workers in each classification. Each voucher claim submitted by the Design-Builder for payment on a project estimate shall state that the prevailing wages have been paid in accordance with the prefiled statement or statements of intent to pay prevailing wages on file with the Owner. 11.2.3 Design-Builder and each Subcontractor required to pay the prevailing rate of wages shall post in a location readily visible at the job site: (1) a copy of a "Statement of Intent to Pay Prevailing Wages" approved by the industrial statistician of the Department of Labor and Industries; and (2) the address and telephone number of the industrial statistician of the Depart- ment of Labor and Industries where a complaint or inquiry concerning prevailing wages may be made. 11.2.4 Prior to release of the retainage, the Design-Builder shall submit to the Owner an Affidavit of Wages Paid, approved by the Department of Labor and Industries, for the Design-Builder and every Consultant, Sub-Consultant, and Subcontractor of any tier that performed work on the Project. 11.2.5 Disputes regarding prevailing wage rates shall be referred for arbitration to the Director of the Department of Labor and Industries. The arbitration decision shall be final and conclusive and binding on all parties involved in the dispute as provided for by RCW 39.12.060. 11.2.6 Each Application for Payment submitted by Design-Builder shall state that prevailing wages have been paid in accordance with the prefiled statement(s) of intent, as approved. Copied of the approved intent statements(s) shall be posted on the job site with the address and telephone number of the Industrial Statistician of the Department of Labor and Industries where a complaint or inquiry concerning prevailing wages may be made. 11.2.7 In compliance with chapter 296-127 WAC, Design-Builder shall pay to the Department of Labor and Industries the currently established fee(s)for each statement of intent and/or affidavit of wages paid submitted to the Department of Labor and Industries for certification. 11.2.8 Consistent with WAC 296-127-320, the Design-Builder and all Consultants, Sub- Consultants and Subcontractors shall submit a certified copy of payroll records if requested. 11.2.9 The following information is provided pursuant to RCW 39.12.030: .1 State of Washington prevailing wage rates applicable to this public works project, published by L&I, are located at the L&I website: https://fortress.wa. ov/lni/wazelookup/prvWatelookup.aspx DBIA Document No.530 Page 24 Standard Form of Agreement Between Owner and Design-Builder-Cost Plus Fee with an Option for a GMP ©2010 Design-Build Institute of America:changes©2021 Thaxton Parkinson PLLC Contract #24-159 A copy of the applicable prevailing wage rates is also available for viewing at the City Community and Public Works Department located at 10210 East Sprague Ave, Spokane Valley, WA 99206. Upon request, the Owner will mail a hard copy of the applicable prevailing wages for this project. .2 This Project is located in Spokane County .3 The effective prevailing wage date for Phase 1 is the date of the Design-Builder's Price Proposal. The effective prevailing wage date for Phase 2 is the date of the Design- Builder's GMP Proposal. 11.3 Hours of Labor 11.3.1 Design-Builder shall comply with applicable provisions of chapter 49.28 RCW, and such provisions are incorporated herein by reference. 11.3.2 Chapter 49.28 RCW permits entities performing public works contracts to enter into an agreement where employees work up to ten hours in a calendar day, subject to the provisions of the statute. No such agreement may provide that employees work ten-hour days for more than four calendar days a week. Any such agreement is subject to approval by the employees. 11.4 Off Site Prefabricated Items. 11.4.1 In accordance with RCW 39.04.370, Design-Builder shall submit certain information about off-site, prefabricated, nonstandard, project specific items produced under the terms of the contract and produced outside Washington as a part of the Affidavit of Wages Paid form filed with the Washington State Department of Labor and Industries. 11.5 Assurance of Compliance with Federal Law and Non-Discrimination 11.5.1 . Compliance with Regulations. To the extent that they are applicable to the Project, Design-Builder 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. 11.5.2 Non-discrimination. Design-Builder, 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. Design-Builder 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. 11.5.3 Solicitations for Subcontracts, Including Procurements of Materials and Equipment. In all solicitations, either by competitive bidding, or negotiation made by Design-Builder 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 Design-Builder of Design-Builder's obligations under this Agreement and the Acts and the Regulations relative to non-discrimination on the grounds of race, color, or national origin. 11.5.4 Information and Reports. Design-Builder 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 to be pertinent to ascertain compliance with such Acts, regulations, and instructions. Where any information required of Design-Builder is in the exclusive possession of another who fails or refuses to furnish the information, Design-Builder shall so certify to the City, as appropriate, and shall set forth what efforts it has made to obtain the information. DBIA Document No.530 Page 25 Standard Form of Agreement Between Owner and Design-Builder-Cost Plus Fee with an Option for a GMP ©2010 Design-Build Institute of America;changes©2021 Thaxton Parkinson PLLC Contract #24-159 11.5.5 Sanctions for Noncompliance. In the event of a Design-Builder's noncompliance with the non-discrimination provisions of this Agreement, the City will impose such contract sanctions as it may determine to be appropriate, including, but not limited to: .1 Withholding payments to Design-Builder under the Agreement until Design-Builder complies; and/or .2 Cancelling, terminating, or suspending the Agreement, in whole or in part. 11.5.6 Incorporation of Provisions. Design-Builder 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. Design-Builder shall take action with respect to any subcontract or procurement as the City may direct as a means of enforcing such provisions, including sanctions for noncompliance. Provided, that if Design-Builder becomes involved in, or is threatened with litigation by a subcontractor or supplier because of such direction, Design-Builder may request that the City enter into any litigation to protect the interests of the City. In addition, Design-Builder may request the United States to enter into the litigation to protect the interests of the United States. 11.5.7 Pertinent Non-Discrimination Authorities: During the performance of this Agreement, the Design-Builder agrees to comply with the following non-discrimination statutes and authorities to the extent applicable including but not limited to: .1 Title VI of the Civil Rights Act of 1964 (42 U.S.C. §2000d of seq., 78 stat. 252), (prohibits discrimination on the basis of race, color, national origin); and 49 CFR Part 21; and 49 Part 26; .2 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); .3 Federal-Aid Highway Act of 1973, (23 U.S.C. §324 et seq.), (prohibits discrimination on the basis of sex); .4 Section 504 of the Rehabilitation Act of 1973, et seq.),.C.U.S (29 §794 as amended, (prohibits discrimination on the basis of disability); and 49 CFR Part 27; .5 The Age Discrimination Act of 1975, as amended, (42 U.S.C. §6101 et seq.), (prohibits discrimination on the basis of age); .6 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); .7 The Civil Rights Restoration Act of 1987, (PL 100-209), (Broadened the scope, coverage and applicability of Title VI of the Civil Rights Act of 1964,The Age Discrimination Act of 1975 and Section 504 of the Rehabilitation Act of 1973, by expanding the definition of the terms "programs or activities" to include all of the programs or activities of the Federal-aid recipients, sub-recipients and contractors,whether such programs or activities are Federally funded or not); .8 Titles II and Ill 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- DBIA Document No.530 Page 26 Standard Form of Agreement Between Owner and Design-Builder-Cost Plus Fee with an Option for a GMP ©2010 Design-Build Institute of America;changes 02021 Thaxton Parkinson PLLC Contract #24-159 12189)as implemented by Department of Transportation regulations at 49 C.F.R. parts 37 and 38; .9 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); .10 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; .11 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 .12 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.). 11.5.8 Non Discrimination. During the term of this Contract, Design-Builder, including any subcontractor and subconsultant, shall not discriminate on the bases enumerated at RCW 49.60.530(3). In addition, Design-Builder, including any Subcontractor and Subconsultant shall give written notice of this nondiscrimination requirement to any labor organizations with which Design-Builder,or any Subcontractor or Subconsultant, has a collective bargaining or other agreement. .1 Obligation to Cooperate. Design-Builder, including any Subcontractor or Subconsultant, shall cooperate and comply with any Washington state agency investigation regarding any allegation that Design-Builder, including any Subcontractor or Subconsultant, has engaged in discrimination prohibited by this Contract pursuant to RCW 49.60.530(3). .2 Default. Notwithstanding any provision to the contrary, Owner may suspend Design-Builder, including any Subcontractor or Subconsultant, upon notice of a failure to participate and cooperate with any state agency investigation into alleged discrimination prohibited by this Contract, pursuant to RCW 49.60.530(3).Any such suspension will remain in place until Owner receives notification that Design-Builder, including any Subcontractor or Subconsultant, is cooperating with the investigating state agency. In the event Design-Builder, or any Subcontractor or Subconsultant, is determined to have engaged in discrimination identified at RCW 49.60.530(3),Owner may terminate this Contract in whole or in part, and Design-Builder, Subcontractor, Subconsultant, as applicable, may be referred for debarment as provided in RCW 39.26.200. Design- Builder, Subcontractors, or Subconsultants, as applicable, may be given a reasonable time in which to cure this noncompliance, including implementing conditions consistent with any court-ordered injunctive relief or settlement agreement. .3 Remedies for Breach. Notwithstanding any provision to the contrary, in the event of Contract termination or suspension for engaging in discrimination, Design- Builder, Subcontractor, Subconsultant, as applicable,shall be liable for contract damages as authorized by law including, but not limited to, any cost difference between the original contract and the replacement or cover contract and all administrative costs directly DBIA Document No.530 Page 27 Standard Form of Agreement Between Owner and Design-Builder-Cost Plus Fee with an Option for a GMP ©2010 Design-Build Institute of America;changes©2021 Thaxton Parkinson PLLC Contract #24-159 related to the replacement contract, which damages are distinct from any penalties imposed under Chapter 49.60, RCW. Owner shall have the right to deduct from any monies due to Design-Builder, Subcontractor, or Subconsultant, or that thereafter become due, an amount for damages Design-Builder, Subcontractor, or Subconsultant will owe Owner for default under this provision. 11.6 Business Registration Requirement. 11.6.1 Design-Builder represents and warrants that it and all of its subconsultants, subcontractors and suppliers of every tier are properly licensed to perform the work for which they are contracted and have all applicable business licenses, including but not limited to any licenses or registrations required by the City of Spokane Valley, the State of Washington, and any other regulatory authority. Design-Builder shall be solely responsible for contacting the State of Washington Business License Services at http://bls.dor.wa.gov or 1-800-451-7985 to obtain a business registration. 11.7 Contractor's Registration Requirement. 11.7.1 Design-Builder represents and warrants that it and all of its subconsultants, subcontractors and suppliers performing construction work are properly licensed pursuant to RCW 39.06.010. 11.8 Apprenticeship Program 11.8.1 Design-Builder shall comply with the apprenticeship program set forth in RCW 39.04.320, as applicable. 11.9 Submission of Information to Regarding Utilization and Inclusion 11.9.1 Design-Builder and its subcontractors and designers shall submit to Owner and project • • information required by RCW 39.10.320 regarding plans for inclusion of underutilized businesses as subcontractors and suppliers including, but not limited to, businesses certified by the Office of Minority and Women Business Enterprises ("OMWBE"), Veteran Certified Businesses, and Small Businesses. 11.9.2 Design-Builder shall submit to Owner and the Washington State Office of Minority and Women's Business Enterprises its utilization of businesses certified by the OMWBE and Veteran Certified Businesses as required in RCW 39.10.330(8) and Exhibit C. 11.10 Certification Regarding Debarment, Suspension, and Other Responsibility Matters — Primary Covered Transactions. 11.10.1 By executing this Agreement, the Contractor 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; DBIA Document No.530 Page 28 Standard Form of Agreement Between Owner and Design-Builder-Cost Plus Fee with an Option for a GMP ©2010 Design-Build Institute of America:changes©2021 Thaxton Parkinson PLLC Contract #24-159 ,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. 11.10.2 Where the prospective primary participant is unable to certify to any of the statements in this certification, such prospective participant shall attach an explanation to this Agreement. 11.11 Waiver 11.11.1 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. No waiver in one instance shall be held to be 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. 11.12 Subcontractor Responsibility 11.12.1 As required by RCW 39.06.020, Design-Builder shall verify responsibility criteria for each first tier subcontractor and its subcontractors of any tier that hires other subcontractors shall verify responsibility criteria for each of its subcontractors. Verification shall include that each subcontractor, at the time of subcontract execution, meets the responsibility criteria listed in ROW 39.04.350(1) and possesses an electrical contractor license, if required by chapter 19.28 RCW, or an elevator contractor license if required bychapter 70.87 RCW or a plumbingcontractor license, qP if required by chapter 18.106 ROW, This verification requirement shall be included in every subcontract of every tier. 11.13 Anti-Kickback 11.13.1 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. 11.14 No Party is Drafter 11.14.1 Each party has had an opportunity to negotiate the provisions of this Agreement and its Exhibits and attachments, and neither party shall be construed as the drafter. 11.15 Severability 11.15.1 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. DBIA Document No.530 Page 29 Standard Form of Agreement Between Owner and Design-Builder-Cost Plus Fee with an Option for a GMP 0 2010 Design-Build Institute of America;changes U 2021 Thaxton Parkinson PLLC Contract #24-159 In executing this Agreement, Owner and Design-Builder each individually represents that it has the necessary financial resources to fulfill its obligations under this Agreement, and each has the necessary corporate approvals to execute this Agreement, and perform the services described herein. OWNER: DESIGN-BUILDER: City of Spokane Valley, WA Walker Const ction, Inc. atfi ) (Signature) (Si 9 ure T,4•✓ Ed Walker (Printed Name) (Printed Name) G r 7-7 President (Title) (Title) Date: ? Date: September 4, 2024 Caution: An original DBIA document has this caution printed in blue. This is a printable copy and an original assures that changes will not be obscured as may occur when documents are reproduced. Contract #24-159 EXHIBIT A INITIAL BASIS OF DESIGN DOCUMENTS CITY OF SPOKANE VALLEY CROSS COUNTRY COMPLEX The following is a list of the Initial Basis of Design Documents. The Design-Builder shall validate these documents pursuant to Exhibit C. IlLsf‘t'Js laittilifirMi Aka LEGEND ! } � + ` +"1" 'S \ ; rç'4 PAP ,. . f C"�«, %) GROLP DROP{MF ® CYCLOCAOSS COURSE lN1E5 /�~ „-w'-. ,,, .?;_"*�••, >. .� qs �G� ACCESS ROAD Q CYCAOCROSS PTT AREA Mr,h H SMELTER G WATER SPORTS RENTAL PACilt1Y .�e+h'k• • T V cs ' '2. f ,/y�J J RE STROOMS 0V WATER SPORTS ACCESS AREA .. . ate' ,.Hm'°""' � $ •`It '+*" 0) PRIVATE HYDRANTS QV ENTRY LInN NT X .. f;i jt� / .,,.e - 4 r rR) NEW TRAiS W f)118T�NG iRAAB TO REMAW „.. , ,n � x wy r ii ' L MSC DOLE HOLE �� 1 ✓E X _ n hT Q � �V 4.R fig` 1 K MY..,•. 'y�* r,. yjyL 4� •' GT tt.f"t"tvu"`4� O '�"r`" Yq �, L ry 9 h . / .. ' _ Ri k' r '�, SI-N 41 ;,C ''�+' P w Co ,..° ,.�� Tti ,,,-- � © u©.. "A fi* ,,:ct 0;''';::44:444e • , - al''' Roe: x F, _ A .c, < � �"ti � �� E �?n� , , '•1R. r , ) ,*,-0 ...' _.sy�a - y.�. , ,,;p * �'/ x. n r .41 okane Valley Cross Country Complex - Master Plan ,� Kirnleyo VALLEY.WAg,ir , daTRry it2D2a ,+„ wa .t r, -_ _�. Contract #24-159 EXHIBIT B1 INSURANCE REQUIREMENTS CITY OF SPOKANE VALLEY CROSS COUNTRY COMPLEX Insurance Exhibit Design-Builder's Insurance Requirements (The Parties should consult their insurance advisors prior to completing this Exhibit) 1.1 Insurance Types and Limits. 1.1.1 Design-Builder shall purchase and maintain insurance of the types, with limits of liability, containing such endorsements and subject to such terms and conditions as follows, as well as Article 5 of DBIA Document No. 535, Standard Form of General Conditions of Contract Between Owner and Design-Builder(2010 Edition): (Specify each type of insurance as applicable, minimum ratings of the carriers, applicable limits and deductible amounts, required endorsements, and other terms and conditions, as applicable.) Type of Insurance Minimum Limits Minimum Limits Maximum [Insert Rating of Carrier] Required Required Deductible* Per Claim/Occurrence Aggregate Policy Limits 1.Worker's Compensation Statutory Limits Statutory Limits *All deductibles shall be 2. Employer's Liability(Bodily Injury by Accident) $2,000,000 $2,000,000 reasonable and approved by Owner a. By Disease $2,000,000 $2,000,000 See above b. Each Accident $2,000,000 $2,000,000 See above c. Each Employee $2,000,000 $2,000,000 See above 3. Commercial General Liability $2,000,000 $4,000,000 See above a. Bodily Injury/Property Damage per occurrence limit $2,000,000 $2,000,000 See above b. Bodily Injury/Property Damage aggregate limit $4,000,000 $4,000,000 See above c. Products/Completed Operation aggregate limit $2,000,000 $2,000,000 See above d. Personal and Advertising Injury aggregate limit n/a n/a See above e. Medical Expense limit(any one person) $2,000,000 $2,000,000 See above 4. Contractor's Protective Liability(if applicable) $ $ See above 5. Commercial Automobile Liability $2,000,000 $2,000,000 See above Contract #24-159 Type of Insurance Minimum Limits Minimum Limits Maximum [Insert Rating of Carrier] Required Required Deductible* Per Claim/Occurrence Aggregate Policy Limits 6. Professional Errors and Omissions pursuant to Section 1.3 (A) and 1.3 (B) below (per claim/aggregate) providing coverage for services $1,000,000 $1,000,000 See above performed by the named insured and any person or entity for whom the named insured is responsible 7. Contractor's Pollution Liability including coverage for $n/a $n/a microbial matter(if applicable) 8. Umbrella Excess Liability Insurance $2,000,000 $2,000,000 See above 1.1.2 The insurance required by this Section 1.1.1 shall be written for not less than limits of liability specified in the table above or required by law, whichever coverage is greater. Coverages, whether written on an occurrence or claims-made basis, shall be maintained without interruption from date of commencement of the Work until date of Final Payment. 1.1.3 PROFESSIONAL LIABILITY INSURANCE. 1.1.3(A) Professional Liability Insurance To Be Provided By Design Consultant.Such policies must provide coverage for the scope of professional services to be provided by or on behalf of the Design Consultant. (Note:Even if this coverage part is selected,the Design-Builder should consider obtaining its own professional liability coverage.] The requirement for professional liability coverage on this Project shall be the standard form practice policy provided by Design Consultant. Design-Builder shall provide Owner with prior written notice of any cancellation or non-renewal of the Design Consultant's practice policy and shall include in the Design Consultant Agreement a provision requiring the Design Consultant to give the Design-Builder 30 Days written notice of any cancellation or non-renewal. 1.1.3(A).1 The only permissible exclusion, limitation or restriction with respect to construction means, methods and techniques is one that applies to the implementation of such construction means, methods, techniques, sequences, or procedures by the Design Consultant or any person or entity providing design or other professional services as its Sub-Consultant. This exclusion is permissible only if such entities are not performing any construction activities. Notwithstanding the above, a Design Consultant's professional liability policy also cannot contain any restriction, limitation or exclusion pertaining to the design of construction means, methods, techniques, sequences or procedures. 1.1.3(A).2 Any exclusion, limitation or restriction related to Products or Product Design must be modified so as to provide coverage for goods or products installed. 1.1.3(A).3 Faulty Work exclusion, limitation or restriction can only be applicable to the work self-performed by the Design Consultant. 1.1.3(A).4 The policy must provide coverage for damages resulting from delays, including delays in project completion and cost overruns that result from the rendering or failure to render professional services. 1.1.3(A).5 If any portion of the design or other professional service is to be performed by any person or entity other than Design Consultant then it is the responsibility of DBIA-Insurance Exhibit Page 2 General Contractor's and Subcontractor's Insurance Requirements ©2010 Design-Build Institute of America Contract #24-159 Design Consultant to ensure that such person or entity provide Design-Builder and Design Consultant with evidence of insurance to comport with this Exhibit. 1.1.3(A).6 Waiver of subrogation is to be provided in favor of Design-Builder and its officers, directors and employees, and (if commercially available) Owner and its officers, directors and employees. 1.1.3(B) Professional Liability Insurance To Be Provided By Design-Builder. Such policies must provide coverage for the scope of professional services to be provided by or on behalf of the Design-Builder. 0 The requirement for professional liability coverage on this Project shall be the standard form practice policy provided by Design-Builder. Design-Builder shall provide Owner with prior written notice of any cancellation or non-renewal of the Design-Builder's practice policy. 1.1.3(B).1 The Design-Builder's policy cannot contain any restriction, limitation or exclusion pertaining to construction means, methods, techniques, sequences or procedures except that the professional liability policy can exclude, limit or restrict coverage for claims, but only to the same extent that such coverage is provided by the Design-Builder's valid and collectible commercial general liability/umbrella excess liability policies. Notwithstanding the above, a Design-Builder's professional liability policy also cannot contain any restriction, limitation or exclusion pertaining to the design of construction means, methods, techniques, sequences, or procedures. 1.1.3(B).2 Any exclusion, limitation or restriction related to Products or Product Design must be modified so as to provide coverage for goods or products installed. 1.1.3(B).3 Faulty Work exclusion, limitation or restriction can only be applicable to the work self-performed by the Design-Builder. 1.1.3(B).4 The policy must provide coverage for damages resulting from delays, including delays in project completion, and cost overruns that result from the rendering or failure to render professional services. 1.1.3(B).5 If any portion of the design or other professional service is to be performed by any person or entity other than Design-Builder then it is the responsibility of Design- Builder to ensure that person or entity provide Design-Builder with evidence of insurance to comport with this Exhibit. 1.1.3(B).6 Waiver of subrogation is to be provided in favor of Design-Builder and Owner (if commercially available) and their respective officers, directors and employees. 1.1.4 Any coverage required to be maintained after Final Payment shall be identified below. (List here any coverages required to be maintained after Final Payment is made) General Liability, including completed operations coverage Worker's Compensation Professional Liability, including Contractor's Protective Liability, if applicable. Umbrella Coverage Such coverage shall remain in place for six (6)years after Substantial Completion. DBIA-Insurance Exhibit Page 3 General Contractor's and Subcontractor's Insurance Requirements ©2010 Design-Build Institute of America Contract #24-159 2.1 Coverage Parameters and Endorsements. 2.1.1 Commercial General Liability Insurance shall be written on an occurrence basis, utilizing standard ISO at least as broad as CG 00 01 or equivalent. Endorsements excluding, restricting, or limiting coverage may be acceptable under certain circumstances provided the same are agreed upon by Owner and Design-Builder. Commercial General Liability Insurance shall cover liability arising from premises, operations, stop gap liability, independent contractors, products-completed operations for a period of three years following substantial completion of the work for the benefit of the City, personal injury and advertising injury, and liability assumed under an insured contract. The Commercial General Liability insurance shall be endorsed to provide a per project general aggregate limit, using ISO form CG 25 03 05 09 or an endorsement providing at least as broad coverage. There shall be no exclusion for liability arising from explosion, collapse, or underground property damage. 2.1.1.1 Acceptable professional liability exclusions to the Design-Builder's commercial general liability insurance are limited to ISO endorsements CG 2280 or CG 2279 or their equivalent. 2.1.2 General Liability, Automobile Liability, Worker's Compensation/Employers Liability and Umbrella Excess Liability policies shall each include the following endorsements: 2.1.2.1 Unintentional Errors and Omissions Endorsement 2.1.2.2 Notice of Occurrence Endorsement 2.1.2.3 Knowledge of Occurrence Endorsement 2.1.3 Commercial Automobile Liability coverage shall be provided by standard ISO Commercial Automobile or Truckers Policy covering all Owned, Non-Owned and Hired Vehicles and at least as broad as ISO form CA 00 01. 2.1.4 Umbrella/Excess Liability must schedule Commercial General Liability, Automobile/Truckers Liability and Employers Liability as underlying policies. The Umbrella/Excess Liability policies shall be written in accordance with the scheduled underlying policies and must be as broad as the underlying policies. 2.1.5 Contractors Pollution Liability shall either be written on an occurrence or claims-made basis. If written on a claims-made basis, the policy must comport to Section 4.1.5. 2.1.5.1 The policy is to provide coverage for off-site transportation by all applicable modes of conveyance. When required, coverage is also to be provided for claims involving materials removed from the site and brought to off-site disposal, treatment and storage facilities. 2.1.5.2 Any restriction, limitation, or exclusion related to Naturally Occurring Substances must be modified so as not to apply to microbial matter and the release of such Naturally Occurring Substances as a result of the performance of Operations. 3.1 Additional Insureds 3.1.1 Owner and Owner's officers, directors and employees shall be included as an additional insured on general liability, umbrella and automobile liability policies of insurance of the Design- Builder and its Subcontractors and Design Consultants at any tier. If required, as set forth above, Owner shall also be included as an additional insured on the Design-Builder's Contractor's Pollution Liability policy of insurance. No person shall be named as an additional insured on any professional liability policy. The City shall be named as an additional insured under the Contractor's Commercial General Liability insurance policy with respect to the work performed for the City using ISO DBIA-Insurance Exhibit Page 4 General Contractor's and Subcontractor's Insurance Requirements ©2010 Design-Build Institute of America Contract #24-159 Additional Insured endorsement CG 20 10 10 01 and Additional Insured-Completed Operations endorsement CG 20 37 10 01 or substitute endorsements providing at least as broad coverage. Any coverage granted to an additional insured shall be primary and that coverage independently carried by an additional insured shall not contribute. Any insurance, self-insurance or insurance pool coverage maintained by the City shall be excess of Design-Builder's insurance and shall not contribute with it. Design-Builder shall furnish to Owner a copy of all Certificates of Insurance showing the Owner as additional insured as set forth above. Design-Builder shall require Subcontractors and Design Consultants of any tier to furnish such certificates, and upon request of the same will furnish them to the Owner. Owner shall not be an additional insured on any other of Design-Builder's policies except for those which are specifically listed below: (List here any other policies for which the Owner will be an additional insured,as well as other entities who are to be named an additional insured.) 3.1.2 Each of the policies designated in section 3.1 is to provide a waiver of subrogation in favor of those persons or entities included as additional insureds. A waiver of subrogation is also to be provided to such entities under Worker's Compensation/Employer's Liability policies. 3.1.3 Additional Insured coverage provided under the Commercial General Liability/Umbrella/Excess and, if applicable, Design-Builder's Contractor's Pollution Liability policies, shall cover both the premises/operations and completed operations hazards. 4.1 Terms and Effective Dates. 4.1.1 If the Contractor's Pollution Policy is made on a claims-made basis, the policy date or Retroactive Date shall predate the Agreement. The termination date of the policy or applicable extended reporting period shall be no earlier than the termination date of coverages required to be maintained after Final Payment is made. 4.1.2 Professional Liability coverage shall be retroactive to the date that professional services first commenced. 4.1.3 All Claims-Made Policies must: (a) permit reporting of circumstances that could give rise to a claim; and (b) provide coverage for post-expiration claims resulting from such circumstances. 4.1.4 List here any coverage required to be maintained after Final Payment: General Liability, including completed operations coverage Worker's Compensation Professional Liability, including Contractor's Protective Liability, if applicable. Umbrella Coverage Such coverage shall remain in place for six (6)years after Substantial Completion. DBIA-Insurance Exhibit Page 5 General Contractor's and Subcontractor's Insurance Requirements ©2010 Design-Build Institute of America Contract #24-159 _ -u WALKCON-04 SSIMPSONI ACORO DATE(MM/DD/YYYY) `---- CERTIFICATE OF LIABILITY INSURANCE 8/27/2024 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER.THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S),AUTHORIZED REPRESENTATIVE OR PRODUCER,AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder is an ADDITIONAL INSURED,the policy(ies)must have ADDITIONAL INSURED provisions or be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy,certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). PRODUCER CONTACT Stacia Simpson NAME: Hub International Northwest LLC PHONE 319-2912 I FAX PO Box 3144 (A/c,No,Ext):(509) (A/C,No): Spokane,WA 99220 E-MAILADDRESS:Stacia.Simpson@hubinternational.com INSURER(S)AFFORDING COVERAGE NAIL# INSURER A:Liberty Mutual Fire Insurance Company 23035 INSURED INSURER B:Liberty Insurance Corporation 42404 Walker Construction,Inc. INSURER C:Pacific Insurance Company 10046 P.O.Box 3901 INSURER D: Spokane,WA 99220 INSURER E: INSURER F: COVERAGES CERTIFICATE NUMBER: REVISION NUMBER: THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES.LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. INSR TYPE OF INSURANCE ADDL SUBR POLICY NUMBER POLICY EFF POLICY EXP LIMITS LTR INSD WVD (MM/DD/YYYYI (MM/DD/YYYY) A X COMMERCIAL GENERAL LIABILITY EACH OCCURRENCE $ 1,000,000 CLAIMS-MADE X OCCURTB2Z91464284084 7/1/2024 7/1/2025 DAMAGETORENTED 100,000 X x PREMISES(Ea occurrence) $ MED EXP(Any one person) $ 10,000 PERSONAL&ADV INJURY $ 1,000,000 GEN'L AGGREGATE LIMIT APPLIES PER: GENERAL AGGREGATE $ 2,000,000 POLICY X PECOT- LOC PRODUCTS-COMP/OP AGG $ 2,000,000 OTHER: $ B AUTOMOBILE LIABILITY COMBINED acideen)SINGLE LIMIT $ 1,000,000 X ANY AUTO X X AS7Z91464284074 7/1/2024 7/1/2025 BODILY INJURY(Per person) $ - OWNED SCHEDULED — AUTEO�S ONLY AUTOS BODILYBODILY INJURY(Per accident) $ X AUTOS ONLY X NON-OWNEDTS ONLY PROPERTY accidentDAMAGE $ $ B X UMBRELLA LIAB X OCCUR EACH OCCURRENCE $ 10,000,000 EXCESS LIAB CLAIMS-MADE X x TH7Z91464284114 7/1/2024 7/1/2025 AGGREGATE $ 10,000,000 DED RETENTION$ $ i A WORKERS COMPENSATION STATUTEPER y X ERH AND EMPLOYERS'LIABILITY Y/N EL2Z 91464284064 7/1/2024 7/1/2025 1,000,000 OFFICER/MEMBERANY OPRIET EXCLUDED?ECUTIVE N/A E.L.EACH ACCIDENT $ (Mandatory in NH) E.L.DISEASE-EA EMPLOYEE $ 1,000,000 If yes,describe under 1000,000 DESCRIPTION OF OPERATIONS below E.L.DISEASE-POLICY LIMIT $ r C Prof/Poll Liability 52CPIHA0276 7/1/2024 7/1/2025 Each Condition/AGG 2,000,000 DESCRIPTION OF OPERATIONS/LOCATIONS/VEHICLES (ACORD 101,Additional Remarks Schedule,may be attached if more space is required) CITY OF SPOKANE VALLEY CROSS COUNTRY COMPLEX PROJECT TITLE:CITY OF SPOKANE VALLEY CROSS COUNTRY COMPLEX CITY OF SPOKANE VALLEY,ITS OFFICERS,DIRECTORS AND EMPLOYEES ARE ADDITIONAL INSURED IN REGARD TO THE GENERAL AND AUTOMOBILE LIABILITY,ALONG WITH A WAIVER OF SUBROGATION FOR ON-GOING AND COMPLETED OPERATIONS PER THE FORM(S)ATTACHED. THE COVERAGE IS PRIMARY AND NON-CONTRIBUTORY WHERE REQUIRED BY A WRITTEN CONTRACT. CERTIFICATE HOLDER CANCELLATION SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE CITY OF SPOKANE VALLEY THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. 10210 E SPRAGUE AVE. SPOKANE,WA 99206 AUTHORIZED REPRESENTATIVE ACORD 25(2016/03) ©1988-2015 ACORD CORPORATION. All rights reserved. The ACORD name and logo are registered marks of ACORD Contract #24-159 POLICY NUMBER: TB2-Z91-464284-081 COMMERCIAL GENERAL LIABILITY CG 20101219 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. ADDITIONAL INSURED - OWNERS, LESSEES OR CONTRACTORS - SCHEDULED PERSON OR ORGANIZATION This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART A. Section II — Who Is An Insured is amended to 1. AD work, including materials, parts or include as an additional insured the person(s) or equipment furnished in connection with such organization(s) shown in the Schedule, but only with work, on the project (other than service, respect to liability for "bodily injury', "property maintenance or repairs) to be performed by or damage" or "personal and advertising injury' on behalf of the additional insured(s) at the caused,in whole or in part,by location of the covered operations has been 1. Your acts or omissions;or completed;or 2. The acts or omissions of those acting on your 2. That portion of "your work" out of which the behalf; injury or damage arises has been put to its intended use by any person or organization in the performance of your ongoing operations for other than another contractor or subcontractor the additional insured(s) at the location(s) designated above. engaged in performing operations for a principal as a part of the same project. However: C. With respect to the insurance afforded to these 1. The insurance afforded to such additional additional insureds, the following is added to insured only applies to the extent permitted by Section III—Limits Of Insurance: law;and If coverage provided to the additional insured is 2. If coverage provided to the additional insured is required by a contract or agreement, the most we required by a contract or agreement, the will pay on behalf of the additional insured is the insurance afforded to such additional insured will amount of insurance: not be broader than that which you are required 1. Required bythe contract or agreement;or by the contract or agreement to provide for such additional insured. 2. Available under the applicable limits of B. With respect to the insurance afforded to these insurance; additional insureds, the following additional whichever is less. exclusions apply. This endorsement shall not increase the This insurance does not apply to "bodily injury' or applicable limits of insurance. "property damage"occurring after: SCHEDULE Name Of Additional Insured Person(s) Location(s)Of Covered Operations Or Organization(s): All persons or organizations with whom you have All locations as required bya written contract or entered into a written contract or agreement,prior to an agreement entered into prior to an"occurrence"or "occurrence"or offense,to provide additional insured offense. status. Information required to complete this Schedule,if not shown above,will be shown in the Declarations. CG 20 10 12 19 ©Insurance Services Office,Inc.,2018 Page 1 of 1 Contract #24-159 POLICY NUMBER: TB2-Z91-464284-081 COMMERCIAL GENERAL LIABILITY CG 20 3712 19 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. ADDITIONAL INSURED - OWNERS, LESSEES OR CONTRACTORS - COMPLETED OPERATIONS This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITYCOVERAGE PART PRODUCTS/COMPLETED OPERATIONS LIABILITY COVE RAGE PART A. Section II — Who Is An Insured is amended to B. With respect to the insurance afforded to these include as an additional insured the person(s) or additional insureds, the following is added to organization(s) shown in the Schedule, but only Section III—Limits Of Insurance: with respect to liability for "bodily injury' or if coverage provided to the additional insured is "property damage" caused, in whole or in part, by required by a contract or agreement, the most we "your work" at the location designated and will pay on behalf of the additional insured is the described in the Schedule of this endorsement amount of insurance: performed for that additional insured and included in the"products-completed operations hazard". 1. Required by the contract or agreement;or However. 2. Available under the applicable limits of 1. The insurance afforded to such additional insurance; insured only applies to the extent permitted by whichever is less. law;and This endorsement shall not increase the applicable 2. If coverage provided to the additional insured is limits of insurance. required by a contract or agreement, the insurance afforded to such additional insured will not be broader than that which you are required by the contract or agreement to provide for such additional insured. SCHEDULE Name Of Additional Insured Person(s) Or Organization(s): Location And Description Of Completed Operations All persons or organizations with whom you have All locations as required by a written contractor entered into a written contract or agreement,prior to an agreement entered into prior to an"occurrence"or "occurrence"or offense,to provide additional insured offense. status. Information required to complete this Schedule,if not shown above,will be shown in the Declarations. CG 20 37 12 19 ©Insurance Services Office, Inc.,2018 Page 1 of 1 Contract #24-159 Policy Number TB2Z91464284084 Issued by Liberty Mutual Fire Insurance Co. THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. DESIGNATED CONSTRUCTION PROJECT OR DESIGNATED LOCATION COMBINED AGGREGATE LIMITS—WITH TOTAL AGGREGATE LIMIT FOR ALL PROJECTS AND LOCATIONS This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART A. For all sums which the insured becomes legally obligated to pay as damages caused by"occurrences" under Section I —Coverage A, and for all medical expenses caused by accidents under Section I - Coverage C, which can be attributed only to ongoing operations at a single designated construction project or a single designated "location": 1. A separate Designated General Aggregate Limit applies to each designated construction project and to each designated "location", and that limit is equal to the amount of the General Aggregate Limit shown in the Declarations. 2. The Designated General Aggregate Limit is the most we will pay for the sum of all damages under Section I - Coverage A, except damages because of "bodily injury" or "property damage" included in the "products-completed operations hazard", and for medical expenses under Section I - Coverage C regardless of the number of: a. Insureds; b. Claims made or"suits" brought; or c. Persons or organizations making claims or bringing "suits". 3. Any payments made under Coverage A for damages or under Coverage C for medical expenses shall reduce the Designated General Aggregate Limit for that designated construction project or designated "location". Such payments shall not reduce the General Aggregate Limit shown in the Declarations nor shall they reduce any other Designated General Aggregate Limit for any other designated construction project or designated "location". 4. The limits shown in the Declarations for Each Occurrence, Damage to Premises Rented to You and • Medical Expense continue to apply. However, instead of being subject to the General Aggregate Limit shown in the Declarations, such limits will be subject to the applicable Designated General Aggregate Limit and the Total Aggregate Limit for all Projects and Locations. 5. The Total Aggregate Limit for all Projects and Locations shown in the Schedule of this endorsement is the most we will pay for the sum of all damages caused by"occurrences" under Section I—Coverage A and all medical expenses caused by accidents under Section I — Coverage C which can be attributed only to ongoing operations at a designated construction project or designated "location" shown in the Schedule of this endorsement, regardless of the number of construction projects, "locations", "occurrences" or accidents. 6. Each Designated General Aggregate Limit is subject to the Total Aggregate Limit for all Projects and Locations shown in the Schedule of this endorsement. B. For all sums which the insured becomes legally obligated to pay as damages caused by"occurrences" under Section I — Coverage A, and for all medical expenses caused by accidents under Section I - Coverage C, which cannot be attributed only to ongoing operations at a single designated construction project or single designated "location": LC 25 19 01 15 ©2014 Liberty Mutual Insurance Page 1 of 2 Includes copyrighted material of Insurance Services Office, Inc.,with its permission. Contract #24-159 1. Any payments made under Coverage A for damages or under Coverage C for medical expenses shall reduce the amount available under the General Aggregate Limit or the Products-Completed Operations Aggregate Limit, whichever is applicable; and 2. Such payments shall not reduce any Designated General Aggregate Limit. C. When coverage for liability arising out of the "products-completed operations hazard" is provided, any payments for damages because of "bodily injury" or "property damage" included in the "products-completed operations hazard" will reduce the Products-Completed Operations Aggregate Limit, and not reduce the General Aggregate Limit nor the Designated General Aggregate Limit. D. If the applicable construction project has been abandoned, delayed, or abandoned and then restarted, or if the authorized contracting parties deviate from plans, blueprints, designs, specifications or timetables, the project will still be deemed to be the same construction project. E. For the purposes of this endorsement, the Definitions Section is amended by the addition of the following definition: "Location" means any premise that you occupy for permanent operations as part of your business, but does not include any premises at which you are performing operations as part of a construction project. All premises involving the same or connecting lots, or premises whose connection is interrupted only by a street, roadway, waterway or right-of-way of a railroad shall be considered a single"location". F. The provisions of Section III - Limits Of Insurance not otherwise modified by this endorsement shall continue to apply as stipulated. Schedule Designated Construction Project(s) or Designated Location(s): All "locations" and all construction projects at which you are performing ongoing operations. Total Aggregate Limit for all Projects and Locations: $15,000,000 LC 25 19 0115 ©2014 Liberty Mutual Insurance Page 2 of 2 Includes copyrighted material of Insurance Services Office, Inc.,with its permission. Contract #24-159 POLICY NUMBER: TB2-Z91-464284-081 COMMERCIAL GENERAL LIABILITY CG 20 3712 19 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. ADDITIONAL INSURED - OWNERS, LESSEES OR CONTRACTORS - COMPLETED OPERATIONS This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART PRODUCTS/COMPLETED OPERATIONS LIABILITY COVERAGE PART A. Section II — Who Is An Insured is amended to B. With respect to the insurance afforded to these include as an additional insured the person(s) or additional insureds, the following is added to organization(s) shown in the Schedule, but only Section III—Limits Of Insurance: with respect to liability for "bodily injury' or tf coverage provided to the additional insured is "property damage" caused, in whole or in part, by required by a contract or agreement, the most we "your work" at the location designated and will pay on behalf of the additional insured is the described in the Schedule of this endorsement amount of insurance: performed for that additional insured and included in the"products-completed operations hazard". 1. Required by the contract or agreement;or However: 2. Available under the applicable limits of insurance; 1. The insurance afforded to such additional whichever is less. insured only applies to the extent permitted by law;and This endorsement shall not increase the applicable 2. If coverage provided to the additional insured is limits of insurance. required by a contract or agreement, the insurance afforded to such additional insured will not be broader than that which you are required by the contract or agreement to provide for such additional insured. SCHEDULE Name Of Additional Insured Person(s) Or Organization(s): Location And Description Of Completed Operations All persons or organizations with whom you have All locations as required by a written contractor entered into a written contract or agreement,prior to an agreement entered into prior to an"occurrence"or "occurrence"or offense,to provide additional insured offense. status. Information required to complete this Schedule,if not shown above,will be shown in the Declarations. • CG 20 37 12 19 ©Insurance Services Office, Inc.,2018 Page 1 of 1 Contract #24-159 Policy Number TB2Z91464284084 Issued by Liberty Mutual Fine Insurance Company THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. COMMERCIAL GENERAL LIABILITY ENHANCEMENT FOR CONTRACTORS This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART Index of modified items: Item 1. Reasonable Force Item 2. Non-Owned Watercraft Extension Item 3. Damage To Premises Rented To You —Expanded Coverage Item 4. Bodily Injury To Co-Employees Item 5. Health Care Professionals As Insureds Item 6. Knowledge Of Occurrence Or Offense Item 7. Notice Of Occurrence Or Offense Item 8. Unintentional Failure To Disclose Item 9. Bodily Injury Redefined Item 10. Supplementary Payments— Increased Limits Item 11. Property In Your Care, Custody Or Control Item 12. Mobile Equipment Redefined Item 13. Newly Formed Or Acquired Entities Item 14. Waiver Of Right Of Recovery By Written Contract Or Agreement Item 1. Reasonable Force Exclusion a. of Section I — Coverage A — Bodily Injury And Property Damage Liability is replaced by the following: a. Expected Or Intended Injury "Bodily injury" or "property damage" expected or intended from the standpoint of the insured. This exclusion does not apply to "bodily injury" or "property damage" resulting from the use of reasonable force to protect persons or property. Item 2. Non-Owned Watercraft Extension Paragraph (2) of Exclusion g. of Section I — Coverage A — Bodily Injury And Property Damage Liability is replaced by the following: (2) A watercraft you do not own that is: (a) Less than 55 feet long; and (b) Not being used to carry persons or property for a charge; Item 3. Damage To Premises Rented To You —Expanded Coverage A. The final paragraph of 2. Exclusions of Section I — Coverage A — Bodily Injury And Property Damage Liability is replaced by the following: LC 04 4311 18 ©2018 Liberty Mutual Insurance Page 1 of 5 Includes copyrighted material of Insurance Services Office, Inc.,with its permission. Contract #24-159 Exclusions c. through n.do not apply to damage by fire, lightning or explosion or subsequent damages resulting from such fire, lightning or explosion including water damage to premises while rented to you or temporarily occupied by you with permission of the owner. A separate limit of insurance applies to this coverage as described in Section III— Limits Of Insurance. B. Paragraph 6. of Section III — Limits Of Insurance is replaced by the following: 6. Subject to Paragraph 5. above, the Damage To Premises Rented To You Limit is the most we will pay under Coverage A for damages because of"property damage" to any one premises, while rented to you, or in the case of damage by fire, lightning, explosion or subsequent damages resulting from such fire, lightning or explosion including water damage to premises while rented to you or temporarily occupied by you with permission of the owner. The Damage To Premises Rented To You Limit is the greater of: a. $300,000; or b. The Damage To Premises Rented To You Limit shown on the Declarations. C. Paragraph 9.a. of the definition of"insured contract" in Section V— Definitions is replaced by the following: a. A contract for a lease of premises. However, that portion of the contract for a lease of premises that indemnifies any person or organization for damage by fire, lightning, explosion or subsequent damages resulting from such fire, lightning or explosion including water damage to premises while rented to you or temporarily occupied by you with permission of the owner is not an "insured contract"; D. The paragraph immediately following Paragraph (6) of Exclusion j. of Section I -Coverage A—Bodily Injury And Property Damage Liability is replaced by the following: Paragraphs (1), (3) and (4) of this exclusion do not apply to "property damage" (other than damage by fire, lightning or explosion or subsequent damages resulting from such fire, lightning or explosion including water damage) to premises, including the contents of such premises, rented to you for a period of seven or fewer consecutive days. A separate limit of insurance applies to Damage To Premises Rented To You as described in Section III -Limits of Insurance. Item 4. Bodily Injury To Co-Employees A. Paragraph 2. of Section II —Who Is An Insured is amended to include: Each of the following is also an insured: Your "employees" (other than either your "executive officers" (if you are an organization other than a partnership,joint venture or limited liability company) or your managers (if you are a limited liability company)) or"volunteer workers" are insureds while in the course of their employment or while performing duties related to the conduct of your business with respect to "bodily injury": (1) To you; (2) To your partners or members (if you are a partnership or joint venture); (3) To your members (if you are a limited liability company); or (4) To a co-"employee" or "volunteer worker" while that co-"employee" or "volunteer worker" is either in the course of his or her employment by you or while performing duties related to the conduct of your business (including participation in any recreational activities sponsored by you). Paragraph 2.a.(1)(a) of Section II—Who Is An Insured does not apply to"bodily injury"for which insurance is provided by this paragraph. LC 04 43 11 18 ©2018 Liberty Mutual Insurance Page 2 of 5 Includes copyrighted material of Insurance Services Office, Inc.,with its permission. Contract #24-159 B. The insurance provided by this Item 4.for"bodily injury"to a co-"employee"or"volunteer worker"will not apply if the injured co-"employee's" or"volunteer worker's" sole remedy for such injury is provided under a workers' compensation law or any similar law. C. Other Insurance The insurance provided by this Item 4. is excess over any other valid and collectible insurance available to the insured, whether primary, excess, contingent or on any other basis. Item 5. Health Care Professionals As Insureds A. Paragraph 2.a.(1)(d) of Section II-Who Is An Insured is replaced by the following: (d) Arising out of his or her providing or failure to provide professional health care services. However, any "employee" or"volunteer worker" of the Named Insured who is acting as a Good Samaritan in response to a public or medical emergency or who is a "designated health care provider" is an insured with respect to "bodily injury" and "personal and advertising injury"that: (i) Arises out of the providing of or failure to provide professional health care services; and (ii) Occurs in the course of and within the scope of such "employee's" or"volunteer worker's"employment by the Named Insured. B. With respect to "employees"and "volunteer workers" providing professional health care services, the following exclusions are added to Paragraph 2. Exclusions of Section I - Coverage A- Bodily Injury And Property Damage Liability and Paragraph 2. Exclusions of Section I - Coverage B - Personal And Advertising Injury Liability: This insurance does not apply to: (1) Liability assumed under an "insured contract" or any other contract or agreement; (2) Liability arising out of the providing of professional health care services in violation of law; (3) Liability arising out of the providing of any professional health care services while in any degree under the influence of intoxicants or narcotics; (4) Liability arising out of any dishonest, fraudulent, malicious or knowingly wrongful act or failure to act; or (5) Punitive or exemplary damages, fines or penalties. C. The following definition is added to Section V— Definitions: "Designated health care provider" means any "employee" or "volunteer worker" of the Named Insured whose duties include providing professional health care services, including but not limited to doctors, nurses, emergency medical technicians or designated first aid personnel. D. Other Insurance The insurance provided by this Item 5. is excess over any other valid and collectible insurance available to the insured, whether primary, excess, contingent or on any other basis. Item 6. Knowledge Of Occurrence Or Offense Knowledge of an "occurrence"or offense by your agent, servant or"employee"will not in itself constitute knowledge by you unless your"executive officer" or "employee" designated by you to notify us of an "occurrence" or offense has knowledge of the "occurrence" or offense. LC 04 4311 18 ©2018 Liberty Mutual Insurance Page 3 of 5 Includes copyrighted material of Insurance Services Office, Inc.,with its permission. Contract #24-159 Item 7. Notice Of Occurrence Or Offense For purposes of Paragraph 2.a. of Section IV — Commercial General Liability Conditions, you refers to your "executive officer" or"employee"that you have designated to give us notice. Item 8. Unintentional Failure To Disclose Unintentional failure of the Named Insured to disclose all hazards existing at the inception of this Policy shall not be a basis for denial of any coverage afforded by this Policy. However, you must report such an error or omission to us as soon as practicable after its discovery. This provision does not affect our right to collect additional premium or exercise our right of cancellation or non- renewal. Item 9. Bodily Injury Redefined The definition of"bodily injury" in Section V— Definitions is replaced by the following: "Bodily injury" means: a. Bodily injury, sickness or disease sustained by a person, including death resulting from any of these at any time; and b. Mental anguish, shock or humiliation arising out of injury as defined in Paragraph a. above. Mental anguish means any type of mental or emotional illness or distress. Item 10. Supplementary Payments— Increased Limits Paragraphs 1.b. and 1.d. of Section I — Supplementary Payments — Coverages A And B are replaced by the following: b. Up to $3,000 for the cost of bail bonds required because of accidents or traffic law violations arising out of the use of any vehicle to which Bodily Injury Liability Coverage applies. We do not have to furnish these bonds. d. All reasonable expenses incurred by the insured at our request to assist in the investigation or defense of the claim or"suit", including actual loss of earnings up to$500 a day because of time off from work. Item 11. Property In Your Care, Custody Or Control A. Paragraphs (3) and (4) of Exclusion j. of Section I — Coverage A — Bodily Injury And Property Damage Liability are deleted. B. Additional Exclusion Coverage provided by this endorsement does not apply to "property damage"to property while in transit. C. Limits of Insurance Subject to Paragraphs 2., 3., and 5. of Section III — Limits Of Insurance, the most we will pay for insurance provided by Paragraph A. above is: $10,000 Each Occurrence Limit $75,000 Aggregate Limit The Each Occurrence Limit for this coverage applies to all damages as a result of any one "occurrence" regardless of the number of persons or organizations who sustain damage because of that"occurrence". LC 04 43 11 18 ©2018 Liberty Mutual Insurance Page 4 of 5 Includes copyrighted material of Insurance Services Office, Inc.,with its permission. Contract #24-159 The Aggregate Limit is the most we will pay for the sum of all damages under this Item 11. D. Other Insurance This insurance does not apply to any portion of a loss for which the insured has available any other valid and collectible insurance, whether primary, excess, contingent, or on any other basis, unless such other insurance was specifically purchased by the insured to apply in excess of this Policy. Item 12. Mobile Equipment Redefined The definition of"mobile equipment" in Section V— Definitions is amended to include self-propelled vehicles with permanently attached equipment less than 1000 pounds gross vehicle weight that are primarily designed for: (1) Snow removal; (2) Road maintenance, but not construction or resurfacing; or (3) Street cleaning. Item 13. Newly Formed Or Acquired Entities A. Paragraph 3. of Section II —Who Is An Insured is replaced by the following: 3. Any organization you newly acquire or form, other than a partnership or joint venture, and over which you maintain majority ownership or majority interest, will qualify as a Named Insured if there is no other similar insurance available to that organization. However: a. Coverage under this provision is afforded only until: (1) The 180th day after you acquire or form the organization; (2) Separate coverage is purchased for the organization; or (3) The end of the policy period whichever is earlier; b. Section I — Coverage A— Bodily Injury And Property Damage Liability does not apply to "bodily injury" or"property damage"that occurred before you acquired or formed the organization; and c. Section I—Coverage B—Personal And Advertising Injury Liability does not apply to"personal and advertising injury" arising out of an offense committed before you acquired or formed the organization. B. The insurance afforded to any organization as a Named Insured under this Item 13. does not apply if a Broad Form Named Insured endorsement attached to this Policy applies to that organization. Item 14. Waiver Of Right Of Recovery By Written Contract Or Agreement The following is added to Paragraph 8. Transfer Of Rights Of Recovery Against Others To Us of Section IV — Commercial General Liability Conditions: We waive any right of recovery because of payments we make under this Policy for injury or damage arising out of your ongoing operations or"your work" included in the "products-completed operations hazard" that we may have against any person or organization with whom you have agreed in a written contract or agreement to waive your rights of recovery but only if the "bodily injury" or"property damage" occurs, or offense giving rise to"personal and advertising injury" is committed subsequent to the execution of the written contract or agreement. LC 04 4311 18 ©2018 Liberty Mutual Insurance Page 5 of 5 Includes copyrighted material of Insurance Services Office, Inc.,with its permission. Contract #24-159 Policy Number TB2Z91464284084 Issued by Liberty Mutual Fire Insurance Company THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. COMMERCIAL GENERAL LIABILITY ADDITIONAL INSURED ENHANCEMENT FOR CONTRACTORS This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART Index of modified items: Item 1. Blanket Additional Insured Where Required By Written Agreement Lessors of Leased Equipment Managers or Lessors of Premises Mortgagees, Assignees or Receivers Owners, Lessees or Contractors Architects, Engineers or Surveyors Any Person or Organization Item 2. Blanket Additional Insured—Grantor Of Permits Item 3. Other Insurance Amendment Item 1. Blanket Additional Insured Where Required By Written Agreement Paragraph 2. of Section II—Who Is An Insured is amended to add the following: Additional Insured By Written Agreement The following are insureds under the Policy when you have agreed in a written agreement to provide them coverage as additional insureds under your policy: 1. Lessors of Leased Equipment: The person(s) or organization(s) from whom you lease equipment, but only with respect to liability for "bodily injury", "property damage" or "personal and advertising injury" caused, in whole or in part, by your maintenance, operation or use of equipment leased to you by such person(s) or organization(s). This insurance does not apply to any"occurrence"which takes place after the equipment lease expires. 2. Managers or Lessors of Premises: Any manager(s)or lessor(s)of premises leased to you in which the written lease agreement obligates you to procure additional insured coverage. The coverage afforded to the additional insured is limited to liability in connection with the ownership, maintenance or use of the premises leased to you and caused, in whole or in part, by some negligent act(s) or omission(s) of you, your "employees", your agents or your subcontractors. There is no coverage for the additional insured for liability arising out of the sole negligence of the additional insured or those acting on behalf of the additional insured, except as provided below. If the written agreement obligates you to procure additional insured coverage for the additional insured's sole negligence, then the coverage for the additional insured shall conform to the agreement, but only if the applicable law would allow you to indemnify the additional insured for liability arising out of the additional insured's sole negligence. LC 20 58 11 18 ©2018 Liberty Mutual Insurance Page 1 of 4 Includes copyrighted material of Insurance Services Office, Inc.,with its permission. Contract #24-159 This insurance does not apply to: a. Any"occurrence" which takes place after you cease to be a tenant in that premises or to lease that land; b. Structural alterations, new construction or demolition operations performed by or on behalf of that manager or lessor; or c. Any premises for which coverage is excluded by endorsement. 3. Mortgagees, Assignees or Receivers: Any person(s) or organization(s) with respect to their liability as mortgagee, assignee or receiver and arising out of your ownership, maintenance or use of the premises. This insurance does not apply to structural alterations, new construction and demolition operations performed by or on behalf of such person(s)or organization(s). 4. Owners, Lessees or Contractors: Any person(s) or organization(s) to whom you are obligated to procure additional insured coverage, but only with respect to liability for"bodily injury", "property damage"or"personal and advertising injury" caused, in whole or in part, by your act(s) or omission(s) or the act(s) or omission(s) of your"employees", your agents, or your subcontractors, in the performance of your ongoing operations. This insurance does not apply to"bodily injury", "property damage", or"personal and advertising injury"arising out of"your work" included in the "products-completed operations hazard" unless you are required to provide such coverage for the additional insured by the written agreement, and then only for the period of time required by the written agreement and only for liability caused, in whole or in part, by your act(s) or omission(s) or the act(s) or omission(s)of your"employees", your agents, or your subcontractors. There is no coverage for the additional insured for liability arising out of the sole negligence of the additional insured or those acting on behalf of the additional insured, except as provided below. If the written agreement obligates you to procure additional insured coverage for the additional insured's sole negligence, then the coverage for the additional insured shall conform to the agreement, but only if the applicable law would allow you to indemnify the additional insured for liability arising out the additional insured's sole negligence. This insurance does not apply to "bodily injury", "property damage" or"personal and advertising injury" arising out of the rendering of, or failure to render, any professional architectural, engineering or surveying services, including: a. The preparing, approving,or failing to prepare or approve, maps,shop drawings,opinions, reports,surveys, field orders, change orders or drawings and specifications; or b. Supervisory, inspection, architectural or engineering activities. This exclusion applies even if the claims against any insured allege negligence or other wrongdoing in the supervision, hiring, employment, training or monitoring of others by that insured, if the "occurrence" which caused the "bodily injury" or "property damage", or the offense which caused the "personal and advertising injury", involved the rendering of or failure to render any professional services. 5. Architects, Engineers or Surveyors: Any architect, engineer, or surveyor engaged by you but only with respect to liability for"bodily injury", "property damage" or"personal and advertising injury"caused, in whole or in part, by your act(s) or omission(s)or the act(s) or omission(s)of those acting on your behalf: a. In connection with your premises; or b. In the performance of your ongoing operations. This insurance does not apply to "bodily injury", "property damage" or"personal and advertising injury" arising out of the rendering of or failure to render any professional services by or for you, including: LC 20 58 11 18 ©2018 Liberty Mutual Insurance Page 2 of 4 Includes copyrighted material of Insurance Services Office, Inc.,with its permission. Contract #24-159 a. The preparing,approving, or failing to prepare or approve, maps,shop drawings,opinions, reports,surveys, field orders, change orders or drawings and specifications; or b. Supervisory, inspection, architectural or engineering activities. This exclusion applies even if the claims against any insured allege negligence or other wrongdoing in the supervision, hiring, employment, training or monitoring of others by that insured, if the "occurrence" which caused the "bodily injury" or "property damage", or the offense which caused the "personal and advertising injury", involved the rendering of or failure to render any professional services by or for you. 6. Any Person or Organization Other Than a Joint Venture:Any person(s)or organization(s)(other than a joint venture of which you are a member) for whom you are obligated to procure additional insured coverage, but only with respect to liability for"bodily injury", "property damage"or"personal and advertising injury"caused, in whole or in part, by your act(s) or omission(s) or the act(s) or omission(s)of those acting on your behalf: a. In the performance of your ongoing operations; or b. In connection with premises owned by or rented to you. This insurance does not apply to: a. Any person(s) or organization(s) more specifically covered in Paragraphs 1. through 5. above; b. Any construction, renovation,demolition or installation operations performed by or on behalf of you,or those operating on your behalf; or c. Any person(s)or organization(s)whose profession, business or occupation is that of an architect, surveyor or engineer with respect to liability arising out of the rendering of, or failure to render, any professional architectural, engineering or surveying services, including: (1) The preparing, approving or failing to prepare or approve, maps, drawings, opinions, reports, surveys, field orders, change orders, designs and specifications; or (2) Supervisory, inspection, architectural or engineering activities. This exclusion applies even if the claims against any insured allege negligence or other wrongdoing in the supervision, hiring, employment, training or monitoring of others by that insured, if the "occurrence" which caused the "bodily injury" or "property damage", or the offense which caused the "personal and advertising injury", involved the rendering of or failure to render any professional services by or on behalf of you, or those operating on your behalf. The insurance afforded to any person(s) or organization(s) as an insured under this Item 1.: 1. Applies to the extent permitted by law; 2. Applies only to the scope of coverage and the minimum limits of insurance required by the written agreement, but in no event exceeds either the scope of coverage or the limits of insurance provided by this Policy; 3. Does not apply to any person(s) or organization(s) for any "bodily injury", "property damage" or "personal and advertising injury" if any other additional insured endorsement attached to this Policy applies to such person(s) or organization(s) with regard to the "bodily injury", "property damage" or"personal and advertising injury"; 4. Applies only if the "bodily injury" or "property damage" occurs, or the offense giving rise to the "personal and advertising injury" is committed, subsequent to the execution of the written agreement; and 5. Applies only if the written agreement is in effect at the time the "bodily injury" or"property damage" occurs, or at the time the offense giving rise to the "personal and advertising injury" is committed. LC 20 58 11 18 ©2018 Liberty Mutual Insurance Page 3 of 4 Includes copyrighted material of Insurance Services Office, Inc.,with its permission. Contract #24-159 Item 2. Blanket Additional Insured—Grantor Of Permits Paragraph 2. of Section II —Who Is An Insured is amended to add the following: Any state, municipality or political subdivision that has issued you a permit in connection with any operations performed by you or on your behalf, or in connection with premises you own, rent or control, and to which this insurance applies, but only to the extent that you are required to provide additional insured status to the state, municipality or political subdivision as a condition of receiving and maintaining the permit. Such state, municipality or political subdivision that has issued you a permit is an insured only with respect to their liability as grantor of such permit to you. However, with respect to the state, municipality or political subdivision: 1. Coverage will be no broader than required; and 2. Limits of insurance will not exceed the minimum limits of insurance required as a condition for receiving or maintaining the permit; but neither the scope of coverage nor the limits of insurance will exceed those provided by this Policy. This insurance does not apply to: 1. "Bodily injury", "property damage" or "personal and advertising injury" arising out of operations performed for the state, municipality or political subdivision; 2. Any "bodily injury" or "property damage" included within the "products-completed operations hazard", except when required by written agreement initiated prior to loss; or 3. "Bodily injury", "property damage" or "personal and advertising injury", unless negligently caused, in whole or in part, by you or those acting on your behalf. Item 3. Other Insurance Amendment If you are obligated under a written agreement to provide liability insurance on a primary, excess,contingent, or any other basis for any person(s)or organization(s)that qualifies as an additional insured on this Policy, this Policy will apply solely on the basis required by such written agreement and Paragraph 4. Other Insurance of Section IV— Commercial General Liability Conditions will not apply.Where the applicable written agreement does not specify on what basis the liability insurance will apply, the provisions of Paragraph 4. Other Insurance of Section IV — Commercial General Liability Conditions will apply. However, this insurance is excess over any other insurance available to the additional insured for which it is also covered as an additional insured for the same "occurrence", claim or"suit". LC 20 58 11 18 ©2018 Liberty Mutual Insurance Page 4 of 4 Includes copyrighted material of Insurance Services Office, Inc.,with its permission. Contract #24-159 COMMERCIAL GENERAL LIABILITY CG20011219 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. PRIMARY AND NONCONTRIBUTORY - OTHER INSURANCE CONDITION This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART LIQUOR LIABILITY COVERAGE PART PRODUCTS/COMPLETED OPERATIONS LIABILITY COVERAGE PART The following is added to the Other Insurance (2) You have agreed in writing in a contract or Condition and supersedes any provision to the agreement that this insurance would be contrary: primary and would not seek contribution Primary And Noncontributory Insurance from any other insurance available to the additional insured. This insurance is primary to and will not seek contribution from any other insurance available to an additional insured under your policy provided that: (1) The additional insured is a Named Insured under such other insurance; and CG 20 01 12 19 © Insurance Services Office, Inc., 2018 Page 1 of 1 Contract #24-159 Policy Number AS7Z91464284074 Issued by Liberty Mutual Fire Insurance Company THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. WASHINGTON AUTO ENHANCEMENT ENDORSEMENT This endorsement modifies insurance provided under the following: BUSINESS AUTO COVERAGE FORM Newly Acquired or Formed Organizations II. Employees as Insureds III. Lessor-Additional Insured and Loss Payee IV. Supplementary Payments - Increased Limits V. Fellow Employee Coverage VI. Personal Property of Others VII. Additional Transportation Expense and Cost to Recover Stolen Auto VIII. Airbag Coverage IX. Tapes, Records and Discs Coverage X. Physical Damage Deductible- Single Deductible Xl. Physical Damage Deductible- Glass XII. Physical Damage Deductible-Vehicle Tracking System XII I. Duties in Event of Accident, Claim, Suit or Loss XIV. Unintentional Failure to Disclose Hazards XV. Worldwide Liability Coverage - Hired and Nonowned Autos XVI. Hired Auto Physical Damage XVII. Auto Medical Payments Coverage Increased Limits XVIII. Drive Other Car Coverage- Broadened Coverage for Designated Individuals XIX. Rental Reimbursement Coverage XX. Notice of Cancellation or Nonrenewal XXI. Loan/Lease Payoff Coverage XXII. Limited Mexico Coverage XXI II. Waiver of Subrogation I. NEWLY ACQUIRED OR FORMED ORGANIZATIONS Throughout this policy, the words "you" and "your" also refer to any organization you newly acquire or form, other than a partnership or joint venture, and over which you maintain ownership of more than 50 percent interest, provided: A. There is no similar insurance available to that organization; B. Unless you notify us to add coverage to your policy, the coverage under this provision is afforded only until: 1. The 90th day after you acquire or form the organization; or 2. The end of the policy period, whichever is earlier; and C. The coverage does not apply to an "accident" which occurred before you acquired or formed the organization. AC 84 94 11 17 ©2017 Liberty Mutual Insurance Page 1 of 10 Includes copyrighted material of Insurance Services Office, Inc.,with its permission. Contract #24-159 II. EMPLOYEES AS INSUREDS Paragraph A.1. Who Is An Insured of SECTION II - COVERED AUTOS LIABILITY COVERAGE is amended to add the following: Your "employee" is an "insured" while using with your permission a covered "auto" you do not own, hire or borrow in your business or your personal affairs. III. LESSOR -ADDITIONAL INSURED AND LOSS PAYEE A. Any"leased auto"will be considered an"auto"you own and not an"auto"you hire or borrow.The coverages provided under this section apply to any "leased auto" until the expiration date of this policy or until the lessor or his or her agent takes possession of the "leased auto"whichever occurs first. B. For any "leased auto" that is a covered "auto" under SECTION II - COVERED AUTOS LIABILITY COVERAGE, Paragraph A.1.Who Is An Insured provision is changed to include as an"insured"the lessor of the "leased auto". However, the lessor is an "insured" only for "bodily injury" or "property damage" resulting from the acts or omissions by: 1. You. 2. Any of your"employees" or agents; or 3. Any person, except the lessor or any"employee" or agent of the lessor, operating a "leased auto" with the permission of any of the above. C. Loss Payee Clause 1. We will pay, as interests may appear, you and the lessor of the "leased auto"for"loss" to the covered "leased auto". 2. The insurance covers the interest of the lessor of the "leased auto" unless the "loss" results from fraudulent acts or omissions on your part. 3. If we make any payment to the lessor of a "leased auto", we will obtain his or her rights against any other party. D. Cancellation 1. If we cancel the policy, we will mail notice to the lessor in accordance with the Cancellation Common Policy Condition. 2. If you cancel the policy, we will mail notice to the lessor. 3. Cancellation ends this agreement. E. The lessor is not liable for payment of your premiums. F. For purposes of this endorsement, the following definitions apply: "Leased auto"means an"auto"which you lease for a period of six months or longer for use in your business, including any"temporary substitute"of such "leased auto". "Temporary substitute" means an "auto" that is furnished as a substitute for a covered "auto" when the covered "auto" is out of service because of its breakdown, repair, servicing, "loss" or destruction. AC 84 94 11 17 ©2017 Liberty Mutual Insurance Page 2 of 10 Includes copyrighted material of Insurance Services Office, Inc.,with its permission. Contract #24-159 IV. SUPPLEMENTARY PAYMENTS - INCREASED LIMITS Subparagraphs A.2.a.(2) and A.2.a.(4) of SECTION II - COVERED AUTOS LIABILITY COVERAGE are deleted and replaced by the following: (2) Up to $3,000 for cost of bail bonds (including bonds for related traffic law 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. V. FELLOW EMPLOYEE COVERAGE A. Exclusion B.5. of SECTION II -COVERED AUTOS LIABILITY COVERAGE does not apply. B. For the purpose of Fellow Employee Coverage only, Paragraph B.5. of SECTION IV - BUSINESS AUTO CONDITIONS is changed as follows: This Fellow Employee Coverage is excess over any other collectible insurance. VI. PERSONAL PROPERTY OF OTHERS Exclusion 6. in SECTION II - COVERED AUTOS LIABILITY COVERAGE for a covered "auto" is amended to add the following: This exclusion does not apply to "property damage" or"covered pollution cost or expense" involving "personal property" of your "employees" or others while such property is carried by the covered "auto". The Limit of Insurance for this coverage is $5,000 per"accident". Payment under this coverage does not increase the Limit of Insurance. For the purpose of this section of this endorsement, "personal property" is defined as any property that is not used in the individual's trade or business or held for the production or collection of income. VII. ADDITIONAL TRANSPORTATION EXPENSE AND COST TO RECOVER STOLEN AUTO A. Paragraph A.4.a. of SECTION III - PHYSICAL DAMAGE COVERAGE is amended as follows: The amount we will pay is increased to $50 per day and to a maximum limit of$1,000. B. Paragraph A.4.a. of SECTION III - PHYSICAL DAMAGE COVERAGE is amended to add the following: If your business is shown in the Declarations as something other than an auto dealership, we will also pay up to$1,000 for reasonable and necessary costs incurred by you to return a stolen covered "auto"from the place where it is recovered to its usual garaging location. VIII. AIRBAG COVERAGE Exclusion B.3.a. in SECTION III - PHYSICAL DAMAGE COVERAGE is amended to add the following: This exclusion does not apply to the accidental discharge of an airbag. IX. TAPES, RECORDS AND DISCS COVERAGE Exclusion B.4.a. of SECTION III -PHYSICAL DAMAGE COVERAGE is deleted and replaced by the following: a. Tapes, records, discs or other similar audio, visual or data electronic devices designed for use with audio, visual or data electronic equipment except when the tapes, records, discs or other similar audio, visual or data electronic devices: AC 84 94 11 17 ©2017 Liberty Mutual Insurance Page 3 of 10 Includes copyrighted material of Insurance Services Office, Inc.,with its permission. Contract #24-159 (1) Are your property or that of a family member; and (2) Are in a covered "auto" at the time of"loss". The most we will pay for"loss" is $200. No Physical Damage Coverage deductible applies to this coverage. X. PHYSICAL DAMAGE DEDUCTIBLE -SINGLE DEDUCTIBLE Paragraph D. in SECTION III - PHYSICAL DAMAGE COVERAGE is deleted and replaced by the following: D. Deductible For each covered "auto", our obligation to pay for, repair, return or replace damaged or stolen property will be reduced by the applicable deductible shown in the Declarations. Any Comprehensive Coverage deductible shown in the Declarations does not apply to "loss" caused by fire or lightning. When two or more covered "autos" sustain "loss" in the same collision, the total of all the "loss"for all the involved covered "autos" will be reduced by a single deductible, which will be the largest of all the deductibles applying to all such covered "autos". XI. PHYSICAL DAMAGE DEDUCTIBLE—GLASS Paragraph D. in SECTION III - PHYSICAL DAMAGE COVERAGE is amended to add the following: No deductible applies to "loss"to glass if you elect to patch or repair it rather than replace it. XII. PHYSICAL DAMAGE DEDUCTIBLE -VEHICLE TRACKING SYSTEM Paragraph D. in SECTION III - PHYSICAL DAMAGE COVERAGE is amended to add: Any Comprehensive Coverage 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 positioning device and that device was the method of recovery of the vehicle. XIII. DUTIES IN EVENT OF ACCIDENT, CLAIM, SUIT OR LOSS Subparagraphs A.2.a. and A.2.b. of SECTION IV- BUSINESS AUTO CONDITIONS are changed to: a. In the event of"accident", claim, "suit"or"loss", your insurance manager or any other person you designate must notify us as soon as reasonably possible of such "accident", claim, "suit" or "loss". Such notice must include: (1) How, when and where the "accident" or"loss" occurred; (2) The "insured's" name and address; and (3) To the extent possible, the names and addresses of any injured persons and witnesses. Knowledge of an "accident", claim, "suit" or "loss" by your agent, servant or "employee" shall not be considered knowledge by you unless you, your insurance manager or any other person you designate has received notice of the "accident", claim, "suit" or"loss"from your agent, servant or"employee". b. Additionally, you and any other involved "insured" must: (1) Assume no obligation, make no payment or incur no expense without our consent, except at the "insured's" own cost. AC 84 94 11 17 ©2017 Liberty Mutual Insurance Page 4 of 10 Includes copyrighted material of Insurance Services Office, Inc.,with its permission. Contract #24-159 (2) Immediately send us copies of any request, demand, order, notice, summons or legal paper received concerning the claim or"suit". (3) Cooperate with us in the investigation or settlement of the claim or defense against the "suit". (4) Authorize us to obtain medical records or other pertinent information. (5) Submit to examination, at our expense, by physicians of our choice, as often as we reasonably require. XIV. UNINTENTIONAL FAILURE TO DISCLOSE HAZARDS Paragraph B.2. in SECTION IV- BUSINESS AUTO CONDITIONS is amended to add the following: Any unintentional failure to disclose all exposures or hazards existing as of the effective date of the Business Auto Coverage Form or at any time during the policy period will not invalidate or adversely affect the coverage for such exposure or hazard. However, you must report the undisclosed exposure or hazard to us as soon as reasonably possible after its discovery. XV. WORLDWIDE LIABILITY COVERAGE - HIRED AND NONOWNED AUTOS Condition B.7. in SECTION IV - BUSINESS AUTO CONDITIONS is amended to add the following: For "accidents" resulting from the use or operation of covered "autos" you do not own, the coverage territory means all parts of the world subject to the following provisions: a. If claim is made or"suit"is brought against an"insured"outside of the United States of America, its territories and possessions, Puerto Rico and Canada, we shall have the right, but not the duty to investigate, negotiate, and settle or defend such claim or"suit". If we do not exercise that right, the "insured" shall have the duty to investigate, negotiate, and settle or defend the claim or "suit" and we will reimburse the "insured" for the expenses reasonably incurred in connection with the investigation, settlement or defense. Reimbursement will be paid in the currency of the United States of America at the rate of exchange prevailing on the date of reimbursement. The "insured" shall provide us with such information we shall reasonably request regarding such claim or "suit" and its investigation, negotiation, and settlement or defense. The "insured" shall not agree to any settlement of the claim or "suit" without our consent. We shall not unreasonably withhold consent. b. We are not licensed to write insurance outside of the United States of America, its territories or possessions, Puerto Rico and Canada. We will not furnish certificates of insurance or other evidence of insurance you may need for the purpose of complying with the laws of other countries relating to auto insurance. Failure to comply with the auto insurance laws of other countries may result in fines or penalties. This insurance does not apply to such fines or penalties. XVI. HIRED AUTO PHYSICAL DAMAGE If no deductibles are shown in the Declarations for Physical Damage Coverage for Hired or Borrowed Autos, the following will apply: A. We will pay for "loss" under Comprehensive and Collision coverages to a covered "auto" of the private passenger type hired without an operator for use in your business: AC 84 94 11 17 ©2017 Liberty Mutual Insurance Page 5 of 10 Includes copyrighted material of Insurance Services Office, Inc.,with its permission. Contract #24-159 1. The most we will pay for coverage afforded by this endorsement is the lesser of: a. The actual cost to repair or replace such covered "auto"with other property of like kind and quality; or b. The actual cash value of such covered "auto" at the time of the "loss". 2. An adjustment for depreciation and physical condition will be made in determining actual cash value in the event of a total "loss". 3. We may deduct for betterment for parts normally subject to repair and replacement during the useful life of the "auto". In this event, deductions shall be limited to the lesser of: a. An amount equal to the proportion that the expired life of the part to be repaired or replaced bears to the normal useful life of that part; or b. The amount which the resale value of the "auto" is increased from the repair or replacement. B. For each covered "auto", our obligation to pay for, repair, return or replace the covered "auto" will be reduced by any deductible shown in the Declarations that applies to private passenger "autos" that you own. If no applicable deductible is shown in the Declarations, the deductible will be$250. If the Declarations show other deductibles for Physical Damage Coverages for Hired or Borrowed Autos, this Section XVI of this endorsement does not apply. C. Paragraph A.4.b. of SECTION III - PHYSICAL DAMAGE COVERAGE is replaced by the following: b. Loss of Use Expenses For Hired Auto Physical Damage provided by this endorsement, we will pay expenses for which an "insured" becomes legally responsible to pay for loss of use of a private passenger vehicle rented or hired without a driver, under a written rental contractor agreement.We will pay for loss of use expenses caused by: (1) Other than collision only if the Declarations indicate that Comprehensive Coverage is provided for any covered "auto"; (2) Specified Causes of Loss only if the Declarations indicate that Specified Causes of Loss Coverage is provided for any covered "auto"; or (3) Collision only if the Declarations indicate that Collision Coverage is provided for any covered "auto". However, the most we will pay under this coverage is $30 per day, subject to a maximum of$900. XVII. AUTO MEDICAL PAYMENTS COVERAGE - INCREASED LIMITS For any covered "loss", the Limit of Insurance for Auto Medical Payments will be double the limit shown in the Declarations if the "insured"was wearing a seat belt at the time of the "accident". This is the maximum amount we will pay for all covered medical expenses, regardless of the number of covered "autos", "insureds", li premiums paid, claims made, or vehicles involved in the "accident". If no limit of insurance for Auto Medical Payments is shown on the Declarations, this paragraph Section XVII of this endorsement does not apply. XVIII. DRIVE OTHER CAR COVERAGE - BROADENED COVERAGE FOR DESIGNATED INDIVIDUALS A. This endorsement amends only those coverages indicated with an "X" in the Drive Other Car section of the Schedule to this endorsement. AC 84 94 11 17 ©2017 Liberty Mutual Insurance Page 6 of 10 Includes copyrighted material of Insurance Services Office, Inc.,with its permission. Contract #24-159 B. SECTION II -COVERED AUTOS LIABILITY COVERAGE is amended as follows: 1. Any"auto" you don't own, hire or borrow is a covered "auto"for Liability Coverage while being used by any individual named in the Drive Other Car section of the Schedule to this endorsement or by his or her spouse while a resident of the same household except: a. Any"auto" owned by that individual or by any member of his or her household; or b. Any "auto" used by that individual or his or her spouse while working in a business of selling, servicing, repairing or parking "autos". 2. The following is added to Who Is An Insured: Any individual named in the Drive Other Car section of the Schedule to this endorsement and his or her spouse, while a resident of the same household, are "insureds" while using any covered "auto" described in Paragraph B.1. of this endorsement. C. Auto Medical Payments, Uninsured Motorist, and Underinsured Motorist Coverages are amended as follows: The following is added to Who Is An Insured: Any individual named in the Drive Other Car section of the Schedule to this endorsement and his or her "family members"are"insured"while"occupying"or while a pedestrian when struck by any"auto"you don't own except: Any"auto" owned by that individual or by any"family member". D. SECTION III - PHYSICAL DAMAGE COVERAGE is changed as follows: Any private passenger type "auto" you don't own, hire or borrow is a covered "auto" while in the care, custody or control of any individual named in the Drive Other Car section of the Schedule to this endorsement or his or her spouse while a resident of the same household except: 1. Any"auto" owned by that individual or by any member of his or her household; or 2. Any"auto" used by that individual or his or her spouse while working in a business of selling, servicing, repairing or parking "autos". E. For purposes of this endorsement, SECTION V- DEFINITIONS is amended to add the following: "Family member" means a person related to the individual named in the Drive Other Car section of the Schedule to this endorsement by blood, marriage or adoption who is a resident of the individual's household, including a ward or foster child. XIX. RENTAL REIMBURSEMENT COVERAGE A. For any owned covered "auto"for which Collision and Comprehensive Coverages are provided, we will pay for rental reimbursement expenses incurred by you for the rental of an"auto"because of a covered physical damage "loss" to an owned covered "auto". Such payment applies in addition to the otherwise applicable amount of physical damage coverage you have on a covered "auto". No deductibles apply to this coverage. B. We will pay only for those expenses incurred during the policy period beginning 24 hours after the "loss" and ending with the earlier of the return or repair of the covered "auto", or the exhaustion of the coverage limit. C. Our payment is limited to the lesser of the following amounts: 1. Necessary and actual expenses incurred; or AC 84 94 11 17 ©2017 Liberty Mutual Insurance Page 7 of 10 Includes copyrighted material of Insurance Services Office, Inc.,with its permission. Contract #24-159 2. $30 per day with a maximum of$900 in any one period. D. This coverage does not apply: 1. While there are spare or reserve "autos" available to you for your operations; or 2. If coverage is provided by another endorsement attached to this policy. E. If a covered "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 for under Paragraph A.4. Coverage Extensions of SECTION III — PHYSICAL DAMAGE COVERAGE of the Business Auto Coverage Form or Section VII of this endorsement. XX. NOTICE OF CANCELLATION OR NONRENEWAL A. Paragraph A.2. of the COMMON POLICY CONDITIONS is changed to: 2. We may cancel or non-renew this policy by mailing written notice of cancellation or non-renewal to the Named Insured, and to any name(s) and address(es) shown in the Cancellation and Non-renewal Schedule: a. For reasons of non-payment, the greater of: (1) 10 days; or (2) The number of days specified in any other Cancellation Condition attached to this policy; or b. For reasons other than non-payment, the greater of: (1) 60 days; (2) The number of days shown in the Cancellation and Non-renewal Schedule; or (3) The number of days specified in any other Cancellation Condition attached to this policy, prior to the effective date of the cancellation or non-renewal. B. All other terms of Paragraph A. of the COMMON POLICY CONDITIONS, and any amendments thereto, remain in full force and effect. XXI. LOAN/LEASE PAYOFF COVERAGE The following is added to Paragraph C. Limits Of Insurance of SECTION III - PHYSICAL DAMAGE COVERAGE: In the event of a total "loss" to a covered "auto" of the private passenger type shown in the schedule or declarations for which Collision and Comprehensive Coverage apply, we will pay any unpaid amount due on the lease or loan for that covered "auto", less: 1. The amount paid under the PHYSICAL DAMAGE COVERAGE SECTION of the policy; and 2. Any: a. Overdue lease/loan payments at the time of the "loss"; b. Financial penalties imposed under a lease for excessive use, abnormal wear and tear or high mileage; c. Security deposits not returned by the lessor; AC 84 94 11 17 ©2017 Liberty Mutual Insurance Page 8 of 10 Includes copyrighted material of Insurance Services Office, Inc.,with its permission. Contract #24-159 d. Costs for extended warranties, Credit Life Insurance, Health, Accident or Disability Insurance purchased with the loan or lease; and e. Carry-over balances from previous loans or leases. This coverage is limited to a maximum of$1,500 for each covered "auto". XXII.LIMITED MEXICO COVERAGE WARNING AUTO ACCIDENTS IN MEXICO ARE SUBJECT TO THE LAWS OF MEXICO ONLY- NOT THE LAWS OF THE UNITED STATES OF AMERICA.THE REPUBLIC OF MEXICO CONSIDERS ANY AUTO ACCIDENT A CRIMINAL OFFENSE AS WELL AS A CIVIL MATTER. IN SOME CASES THE COVERAGE PROVIDED UNDER THIS ENDORSEMENT MAY NOT BE RECOGNIZED BY THE MEXICAN AUTHORITIES AND WE MAY NOT BE ALLOWED TO IMPLEMENT THIS COVERAGE AT ALL IN MEXICO. YOU SHOULD CONSIDER PURCHASING AUTO COVERAGE FROM A LICENSED MEXICAN INSURANCE COMPANY BEFORE DRIVING INTO MEXICO. THIS ENDORSEMENT DOES NOT APPLY TO ACCIDENTS OR LOSSES WHICH OCCUR BEYOND 25 MILES FROM THE BOUNDARY OF THE UNITED STATES OF AMERICA. A. Coverage 1. Paragraph B.7. of SECTION IV- BUSINESS AUTO CONDITIONS is amended by the addition of the following: The coverage territory is extended to include Mexico but only if all of the following criteria are met: a. The "accidents" or"loss" occurs within 25 miles of the United States border; and b. While on a trip into Mexico for 10 days or less. 2. For coverage provided by this section of the endorsement, Paragraph B.5. Other Insurance in SECTION IV- BUSINESS AUTO CONDITIONS is replaced by the following: The insurance provided by this endorsement will be excess over any other collectible insurance. B. Physical Damage Coverage is amended by the addition of the following: If a "loss" to a covered "auto" occurs in Mexico, we will pay for such "loss" in the United States. If the covered "auto" must be repaired in Mexico in order to be driven, we will not pay more than the actual cash value of such "loss" at the nearest United States point where the repairs can be made. C. Additional Exclusions The following additional exclusions are added: This insurance does not apply: 1. If the covered "auto" is not principally garaged and principally used in the United States. 2. To any"insured"who is not a resident of the United States. XXIII. WAIVER OF SUBROGATION Paragraph A.5. in SECTION IV-BUSINESS AUTO CONDITIONS does not apply to any person or organization where the Named Insured has agreed, by written contract executed prior to the date of "accident", to waive rights of recovery against such person or organization. AC 84 94 11 17 ©2017 Liberty Mutual Insurance Page 9 of 10 Includes copyrighted material of Insurance Services Office, Inc.,with its permission. Contract #24-159 Schedule Premium Liability Physical Damage Total Premium XVIII. Drive Other Car LIAB MP UM UIM COMP COLL Name of Individual XX. Notice of Cancellation or Non renewal Name and Address Number of Days AC 84 94 11 17 ©2017 Liberty Mutual Insurance Page 10 of 10 Includes copyrighted material of Insurance Services Office, Inc., with its permission. Contract #24-159 COMMERCIAL LIABILITY— UMBRELLA COVERAGE FORM Various provisions in this policy restrict coverage. Read the entire policy carefully to determine rights, duties, and what is and is not covered. Throughout this policy the words you and your refer to the Named Insured shown in the Declarations, and any other person or organization qualifying as a Named Insured under this policy. The words we, us and our refer to the Company providing this insurance. The word insured means any person or organization qualifying as such under SECTION II—WHO IS AN INSURED. Other words and phrases that appear in bold font have special meaning. If not defined in the section in which they first appear, refer to SECTION VII —DEFINITIONS. In return for the payment of premium, and subject to all the terms of this policy, we agree with you to provide the insurance as stated in this policy. INSURING AGREEMENTS SECTION I —COVERAGES 1. We will pay on behalf of the insured those sums in excess of the retained limit that the insured becomes legally obligated to pay as damages because of bodily injury, property damage or personal and advertising injury to which this insurance applies. In addition, we will pay those sums in excess of the retained limit that the insured becomes legally obligated to pay as damages because of a negligent act, error or omission committed in the administration of the Named Insured's employee benefit program, to which this insurance applies. The amount we will pay for damages is limited as described in SECTION III— LIMITS OF INSURANCE. 2. With respect to bodily injury, property damage or personal and advertising injury, this insurance applies only if: a. The bodily injury or property damage occurs during the policy period, or the personal and advertising injury is caused by an offense arising out of your business but only if the offense was committed during the policy period; b. The bodily injury, property damage or personal and advertising injury is caused by an occurrence that takes place anywhere; and c. Prior to the policy period, no insured listed under Paragraph 3. of SECTION II —WHO IS AN INSURED or any employee who has been authorized by you to give or receive notice of an occurrence or claim, knew that the bodily injury or property damage had occurred, in whole or in part. 3. Bodily injury or property damage will be deemed to have been known to have occurred at the earliest time when any insured listed under Paragraph 3. of SECTION II — WHO IS AN INSURED, or any employee authorized by you to give or receive notice of an occurrence or claim: a. Reports all, or any part of, such bodily injury or property damage to us or any other insurer; b. Receives a written or oral demand or claim for damages because of such bodily injury or property damage; or c. Becomes aware by any other means that bodily injury or property damage has occurred or has begun to occur. LCU 00 01 01 18 ©2017 Liberty Mutual Insurance Page 1 of 24 Includes copyrighted material of Insurance Services Office, Inc.,with its permission. Contract #24-159 If such a listed insured or authorized employee knew, prior to the policy period, that the bodily injury, or property damage had occurred, then any continuation, change or resumption of such bodily injury, or property damage during or after the policy period will be deemed to have been known prior to the policy period. 4. Bodily injury or property damage which occurs during the policy period and which was not, prior to the policy period, known to have occurred or to have begun to occur by any insured listed under Paragraph 3. of SECTION II — WHO IS AN INSURED or any employee authorized by you to give or receive notice of an occurrence or claim, includes any continuation, change or resumption of that bodily injury or property damage after the end of the policy period. 5. If we are prevented by law or statute from directly paying damages covered by this policy on behalf of the insured, then we will, where permitted, indemnify the Named Insured for those sums paid in excess of the retained limit. As used in Paragraphs 2.c., 3. and 4. above, an insured listed under Paragraph 3. of SECTION II —WHO IS AN INSURED does not include a stockholder who is not otherwise an insured. SECTION II—WHO IS AN INSURED 1. The first named insured is an insured. 2. Any organization that is a subsidiary of the first named insured and over which you maintain ownership or majority interest as of the effective date of this policy, provided such organization was made known to us by the effective date of this policy and is included as an insured in underlying insurance. Coverage under this policy will be no broader than that provided by underlying insurance. 3. If you are designated in the Declarations as: a. An individual, you and your spouse are insureds, but only with respect to the conduct of a business of which you are the sole owner. b. A partnership or joint venture, you are an insured. Your members, your partners, and their spouses are also insureds, but only with respect to the conduct of your business. c. A limited liability company, you are an insured. Your members are also insureds, but only with respect to the conduct of your business. Your managers are insureds, but only with respect to their duties as your managers. d. An organization other than a partnership,joint venture, or limited liability company, you are an insured.Your executive officers and directors are insureds, but only with respect to their duties as your officers or directors. Your stockholders are also insureds, but only with respect to their liability as stockholders. e. A trust, you are an insured. Your trustees are also insureds, but only with respect to their duties as trustees. 4. Each of the following is also an insured: a. Your volunteer workers but only while performing duties related to the conduct of your business, your employees, other than either your executive officers (if you are an organization other than a partnership, joint venture or limited liability company) or your managers (if you are a limited liability company), but only for acts within the scope of their employment by you or while performing duties related to the conduct of your business. However, none of these employees or volunteer workers are insureds for: (1) Bodily injury or personal and advertising injury: (a) To you, to your partners or members (if you are a partnership or joint venture), to your members (if you are a limited liability company), to a co-employee in the course of his or her employment or performing duties related to the conduct of your business or to your other volunteer workers while performing duties related to the conduct of your business; LCU 00 01 01 18 ©2017 Liberty Mutual Insurance Page 2 of 24 Includes copyrighted material of Insurance Services Office, Inc.,with its permission. Contract #24-159 (b) To the spouse, child, parent, brother or sister of that co-employee or volunteer worker as a consequence of Paragraph (1)(a) above; (c) For which there is any obligation to share damages with or repay someone else who must pay damages because of the injury described in Paragraph (1)(a) or(1)(b) above; or (d) Arising out of his or her providing or failing to provide professional health care services. However, Paragraphs (1)(a), (1)(b) and (1)(c) do not apply to the extent underlying insurance provides coverage for such person(s). Coverage under this policy will be no broader than that provided by underlying insurance. Insurance provided by this policy for bodily injury to a co-employee or volunteer worker will not apply if the injured co-employee's or volunteer worker's sole remedy for such injury is provided under a workers' compensation law or any similar law. (2) Property damage to property: (a) Owned, occupied, used by; (b) Rented to, in the care, custody or control of, or over which physical control is being exercised for any purpose by; you, any of your employees, volunteer workers, any partner or member (if you are a partnership or joint venture), or any member(if you are a limited liability company). b. Any person (other than your employee) or any organization while acting as your real estate manager. c. Any person or organization having proper temporary custody of your property if you die, but only: (1) With respect to liability arising out of the maintenance or use of that property; and (2) Until your legal representative has been appointed. d. Your legal representative, if you die, but only with respect to duties as such. That representative will have all your rights and duties under this policy. e. Any person or organization included as an additional insured in underlying insurance. Coverage under this policy will be no broader than that provided by underlying insurance. However: (1) The insurance afforded to such additional insured only applies to the extent permitted by law; and (2) If coverage provided to the additional insured is required by a contract or agreement,this insurance will be no broader than that which you are required by the contract or agreement to provide for such additional insured. The Limits of Insurance applicable to the additional insured are included within, and are not in addition to, the Limits of Insurance shown in the Declarations. f. Any person while using with your permission a covered auto and any person or organization legally responsible for its use, but only if that person is an insured with respect to liability arising out of the ownership, maintenance, use or entrustment to others of covered autos. 5. Any organization you newly acquire or form, other than a partnership,joint venture, or limited liability company, and over which you maintain ownership or majority interest, will qualify as an insured under this policy if there is no other similar insurance available to that organization and that organization qualifies as an insured in underlying insurance. However: LCU 00 01 01 18 ©2017 Liberty Mutual Insurance Page 3 of 24 Includes copyrighted material of Insurance Services Office, Inc.,with its permission. Contract #24-159 a. Coverage under this provision is afforded only until the 180th day after you acquire or form the organization or the end of the policy period,whichever is earlier. However, such coverage will be provided for no longer than that provided by underlying insurance; and b. Coverage does not apply to any liability that occurred or offense committed before you acquired or formed the organization. Except as provided in Paragraph 5. above, 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. SECTION III — LIMITS OF INSURANCE 1. The Limits of Insurance shown in the Declarations and the rules below fix the most we will pay regardless of the number of: a. Insureds; b. Claims made or suits brought; c. Persons or organizations making claims or bringing suits; or d. Coverages provided under this policy. 2. The General Aggregate Limit is the most we will pay for the sum of all damages covered under this policy, except: a. Damage included in the products-completed operations hazard; and b. Damage covered by underlying insurance to which no aggregate limit applies. The General Aggregate Limit applies separately and in the same manner as the aggregate limits in the underlying insurance. 3. The Products-Completed Operations Aggregate Limit is the most we will pay for the sum of all damages because of bodily injury and property damage included in the products-completed operations hazard. 4. Subject to Paragraphs 2. and 3. above, if either applies, the Each Occurrence Limit is the most we will pay for the sum of all damages covered under this policy arising out of any one occurrence. 5. If the applicable limits of insurance of underlying insurance or other insurance providing coverage to the insured are reduced or exhausted by payments of damages, subject to the terms and conditions of this policy, we will: a. In the event of reduction, pay in excess of the reduced applicable limits of underlying insurance or other insurance; or b. In the event of exhaustion, continue in force as underlying insurance, but for no broader coverage than is available under this policy. The retained limit will not be reduced or exhausted by defense costs, loss adjustment expenses, supplementary payments or similar amounts that reduce or exhaust the policy limits of underlying insurance or other insurance. 6. If any underlying insurance has a limit of insurance greater than the amount shown in the Schedule of Underlying Insurance this policy will apply in excess of the greater amount. LCU 00 01 01 18 ©2017 Liberty Mutual Insurance Page 4 of 24 Includes copyrighted material of Insurance Services Office, Inc.,with its permission. Contract #24-159 7. The Limits of Insurance of this policy apply separately to each consecutive annual period and to any remaining period of less than 12 months, starting with the beginning of the policy period, unless the policy period is extended after issuance for an additional period of less than 12 months. In that case, the additional period will be deemed part of the last preceding period for purposes of determining the Limits of Insurance of this policy. 8. If coverage provided to an additional insured is required by a contract or agreement, we will pay on behalf of the additional insured the lesser of: a. The amount of insurance required by the contract or agreement less any amounts payable by any underlying insurance or otherwise retained; or b. The available applicable Limits of Insurance of this policy. SECTION IV— DEFENSE AND SUPPLEMENTARY PAYMENTS 1. We will have the right and duty to defend any suit seeking damages covered by this insurance, by counsel of our choice, when: a. The total applicable limits of underlying insurance and other insurance have been exhausted by payment of damages covered by this policy; or b. The damages sought because of bodily injury, property damage, personal and advertising injury or any damage arising from any actual or alleged negligent act, error or omission in the administration of the Named Insured's employee benefit program to which this insurance applies would not be covered by underlying insurance or other insurance. However, we have no duty to defend any suit if any other insurer has a duty to defend. 2. If we have a duty to defend but are prevented by law or statute from performing that duty, you agree to take up such defense and investigation. We will reimburse you for our share of the reasonable costs paid for such investigation or defense. 3. We have the right, but not the duty, at our expense,to participate in the defense of any suit and the investigation of any claim to which this insurance may apply. However, if we exercise this right, we will not contribute to the expenses of the insured or underlying insurer. 4. We will pay the following supplementary payments, with respect to any claim we investigate or settle, or any suit against the insured we defend: a. All expenses we incur. b. The premium for bonds to release attachments, but only for bond amounts within the applicable Limits of Insurance of this policy. We do not have to furnish these bonds. c. All reasonable expenses incurred by the insured at our request to assist us in the investigation or defense of the claim or suit including actual loss of earnings because of time off from work, but not including the salaries of the insured's employees, and in no event more than $500 a day. d. All court costs taxed against the insured in the suit. e. Prejudgment interest awarded against the insured on that part of the judgment we pay. However, if we make a settlement offer within the applicable Limits of Insurance of this policy that is acceptable to the claimant, or make an offer to pay the applicable Limits of Insurance of this policy, we will not pay any prejudgment interest accruing after we make such offer. f. Post-judgment interest awarded against the insured on that part of the judgment we pay that accrues after the judgment and before we have paid, offered to pay, or deposited in court the part of the judgment that is within the applicable Limits of Insurance of this policy. LCU 00 01 01 18 ©2017 Liberty Mutual Insurance Page 5 of 24 Includes copyrighted material of Insurance Services Office, Inc.,with its permission. Contract #24-159 These payments will not reduce the Limits of Insurance of this policy. 5. Our duty to defend any claim or suit and make any supplementary payments ends once we have exhausted the applicable Limits of Insurance of this policy by payment of judgment or settlements. SECTION V— EXCLUSIONS This insurance does not apply to: 1. Aircraft Any liability arising out of the ownership, maintenance, use or entrustment to others of any aircraft owned or operated by or rented or loaned to any insured. Use includes operation and loading or unloading. This exclusion applies even if the claims against any insured allege negligence or other wrongdoing in the supervision, hiring, employment, training, or monitoring of others by that insured. However,this exclusion does not apply to the extent underlying insurance provides such coverage. Coverage under this policy will be no broader than that provided by underlying insurance. 2. Asbestos Any liability arising or allegedly arising out of asbestos either alone or in combination with other substances or factors. 3. Auto Coverages a. Bodily injury or property damage arising out of the ownership, maintenance, use or entrustment to others of any auto. Use includes operation and loading or unloading. However, this exclusion does not apply to the extent underlying insurance provides such coverage. Coverage under this policy will be no broader than that provided by underlying insurance. b. Any loss, cost or expense payable under or resulting from a first party physical damage coverage, no-fault law, personal injury protection or auto medical payments coverage, or uninsured or underinsured motorist law. 4. Contractual Liability Any obligation of the insured by reason of the assumption of liability in a contract or agreement, including an insured contract. This exclusion does not apply to: a. Liability for damages that the insured would have in the absence of the contract or agreement; b. Bodily injury or property damage assumed in a contract or agreement that is an insured contract, provided the bodily injury or property damage occurs subsequent to the execution of the insured contract; or c. The extent underlying insurance provides coverage for personal and advertising injury assumed in an insured contract. Coverage under this policy will be no broader than that provided by underlying insurance. Solely for the purposes of liability assumed in an insured contract, reasonable attorney fees and necessary litigation expenses incurred by or for a party other than an insured are deemed to be damages because of such liability, provided: (1) The liability to such party for, or for the cost of, that party's defense has also been assumed in the same insured contract; and LCU 00 01 01 18 ©2017 Liberty Mutual Insurance Page 6 of 24 Includes copyrighted material of Insurance Services Office, Inc.,with its permission. Contract #24-159 (2) Such attorney fees and litigation expenses are for defense of that party against a civil or alternative dispute resolution proceeding in which damages to which this insurance applies are alleged. 5. Damage to Impaired Property or Property Not Physically Injured Property damage to impaired property or property that has not been physically injured, arising out of: a. A defect, deficiency, inadequacy, or dangerous condition in your product or your work; or b. A delay or failure by you or anyone acting on your behalf to perform a contract or agreement in accordance with its terms. This exclusion does not apply to the loss of use of other property arising out of sudden and accidental physical injury to your product or your work after it has been put to its intended use. 6. Damage to Property Property damage to: a. Property you own, rent or occupy including any costs or expenses incurred by you, or any other person, organization or entity, for repair, replacement, enhancement, restoration or maintenance of such property for any reason, including prevention of injury to a person or damage to another's property; b. Premises you sell, give away or abandon, if the property damage arises out of any part of those premises; c. Property loaned to you; d. Personal property in the care, custody or control of the insured; e. That particular part of real property on which you or any contractors or subcontractors working directly or indirectly on your behalf are performing operations, if the property damage arises out of those operations; or f. That particular part of any property that must be restored, repaired or replaced because your work was incorrectly performed on it. Paragraph b. of this exclusion does not apply if the premises are your work and were never occupied, rented or held for rental by you. Paragraphs c., d., e. and f. of this exclusion do not apply to liability assumed under a sidetrack agreement. Paragraphs c. and d. of this exclusion do not apply to liability assumed under a written Trailer Interchange agreement. Paragraph f. of this exclusion does not apply to property damage included in the products-completed operations hazard. 7. Damage to Your Product Property damage to your product arising out of it or any part of it. 8. Damage to Your Work Property damage to your work arising out of it or any part of it and included in the products-completed operations hazard. This exclusion does not apply if the damaged work or the work out of which the damage arises was performed on your behalf by a subcontractor. LCU 00 01 01 18 ©2017 Liberty Mutual Insurance Page 7 of 24 Includes copyrighted material of Insurance Services Office, Inc.,with its permission. Contract #24-159 9. ERISA Any obligation of the insured under the Employee Retirement Income Security Act of 1974 (ERISA) and any amendments thereto or any similar federal, state or local statute or regulation. 10. Electronic Data Any liability arising out of the loss of, loss of use of, damage to, corruption of, inability to access or inability to manipulate electronic data. 11. Employee Benefits Liability Any actual or alleged act, error or omission in the administration of the Named Insured's employee benefit program. However, this exclusion does not apply to the extent underlying insurance provides such coverage. Coverage under this policy will be no broader than that provided by underlying insurance, subject to the following: a. If the applicable underlying insurance applies such coverage on a claims-made basis: (1) This insurance applies only if: (a) The negligent act, error or omission committed in the administration of the Named Insured's employee benefit program occurs on or after the retroactive date, if any, provided by the underlying insurance and prior to the end of the policy period; and (b) The claim or suit for such negligent act,error or omission is first made in writing against any insured during: (i) The policy period; or (ii) An extended reporting period as provided by underlying insurance, subject to Paragraph (2) below. (2) Any extended reporting period provided by this policy will not reinstate or increase the Limits of Insurance applicable to any claim to which this insurance applies, extend the policy period or change the scope of coverage provided by this policy. b. If the applicable underlying insurance does not apply such coverage on a claim-made basis, this insurance applies only if the negligent act, error or omission committed in the administration of the Named Insured's employee benefit program occurs during the policy period. 12. Employer's Liability Bodily injury to: a. An employee of the insured arising out of and in the course of: (1) Employment by the insured; or (2) Performing duties related to the conduct of the insured's business; or b. The spouse, child, parent, brother or sister of that employee as a consequence of Paragraph a. above. This exclusion applies whether the insured may be liable as an employer or in any other capacity, and to any obligation to share damages with or repay someone else who must pay damages because of the injury. However, this exclusion does not apply: a. To liability assumed by the insured under an insured contract; or LCU 00 01 01 18 ©2017 Liberty Mutual Insurance Page 8 of 24 Includes copyrighted material of Insurance Services Office, Inc., with its permission. Contract #24-159 b. If the bodily injury is covered by underlying insurance. Coverage under this policy will be no broader than that provided by underlying insurance. 13. Employment-Related Practices a. Any liability arising out of: (1) Refusal to employ a person; (2) Termination of a person's employment; or (3) Employment-related practices, policies, acts or omissions, such as coercion, demotion, failure to promote, evaluation, reassignment, discipline, defamation, harassment, humiliation, discrimination, or malicious prosecution directed at a person; or b. Consequential bodily injury or personal and advertising injury to the spouse, child, parent, brother or sister of that person at whom any of the employment-related practices described in Paragraph a. above is directed. This exclusion applies: a. Whether the injury-causing event described in Paragraph a. above occurs before employment, during employment or after employment of a person; b. Whether the insured may be liable as an employer or in any other capacity; and c. To any obligation to share damages with or repay someone else who must pay damages because of the injury. 14. Expected or Intended Injury Bodily injury or property damage expected or intended from the standpoint of the insured. This exclusion does not apply to bodily injury or property damage resulting from the use of reasonable force to protect persons or property. 15. Fungi or Bacteria Any liability arising out of or related in any way to fungi or bacteria, the exposure to fungi or bacteria, or any claims arising from fungi or bacteria. This includes but is not limited to: a. Injury or damage which would not have occurred,in whole or in part, but for the actual,alleged or threatened inhalation of, ingestion of, contact with, exposure to, existence or presence of any fungi or bacteria on or within a building or structure, including its contents, regardless of whether any other cause, event, material or product contributed concurrently or in any sequence to such injury or damage; or b. Any loss, cost or expenses arising out of the abating, testing for, monitoring, cleaning up, removing, containing, treating, detoxifying, neutralizing, remediating or disposing of, or in any way responding to or assessing the effects of fungi or bacteria, by any insured or by any other person or entity. This exclusion does not apply to any fungi or bacteria that are on, or are contained in, a good or product intended for human or animal consumption. 16. Liquor Liability Bodily injury or property damage for which any insured may be held liable by reason of: a. Causing or contributing to the intoxication of any person; LCU 00 01 01 18 ©2017 Liberty Mutual Insurance Page 9 of 24 Includes copyrighted material of Insurance Services Office, Inc.,with its permission. Contract #24-159 b. The furnishing of alcoholic beverages to a person under the legal drinking age or under the influence of alcohol; or c. Any statute, ordinance or regulation relating to the sale, gift, distribution or use of alcoholic beverages. This exclusion applies even if the claims against any insured allege negligence or other wrongdoing in the supervision, hiring, employment,training or monitoring of others by that insured or providing or failing to provide transportation with respect to any person that may be under the influence of alcohol if the occurrence which caused the bodily injury or property damage, involved that which is described in Paragraph a., b.or c.above. This exclusion applies only if you are in the business of manufacturing, distributing, selling, serving or furnishing alcoholic beverages. However,this exclusion does not apply to the extent underlying insurance provides such coverage. Coverage under this policy will be no broader than that provided by underlying insurance. We will follow underlying insurance with respect to whether or not permitting a person to bring alcoholic beverages on your premises, for consumption on your premises, whether or not a fee is charged or a license is required for such activity, is considered the business of selling, serving or furnishing alcoholic beverages. 17. Nuclear Energy a. Any liability: (1) With respect to which an insured under this policy is also an insured under a nuclear energy liability policy issued by Nuclear Energy Liability Insurance Association, Mutual Atomic Energy Liability Underwriters, Nuclear Insurance Association of Canada or any of their successors, or would be an insured under any such policy but for its termination upon exhaustion of its limits of insurance; or (2) Resulting from the hazardous properties of nuclear material and with respect to which (a)any person or organization is required to maintain financial protection pursuant to the Atomic Energy Act of 1954, or any law amendatory thereof;or(b)the insured is, or had this policy not been issued would be, entitled to indemnity from the United States of America, or any agency thereof, under any agreement entered into by the United States of America, or any agency thereof, with any person or organization. b. Any liability resulting from the hazardous properties of nuclear material, if: (1) The nuclear material(a)is at any nuclear facility owned by, or operated by or on behalf of,an insured; or(b) has been discharged or dispersed therefrom; (2) The nuclear material is contained in spent fuel or waste at any time possessed, handled, used, processed, stored, transported or disposed of by or on behalf of an insured; or (3) The injury or damage arises out of the furnishing by an insured of services, materials, parts or equipment in connection with the planning, construction, maintenance, operation or use of any nuclear facility, but if such facility is located within the United States of America, its territories or possessions or Canada, this Paragraph (3) applies only to property damage to such nuclear facility and any property thereat. As used in this exclusion: a. Hazardous properties include radioactive, toxic or explosive properties. b. Nuclear material means source material, special nuclear material or by-product material. c. Source material, special nuclear material, and by-product material have the meanings given them in the Atomic Energy Act of 1954 or in any law amendatory thereof. d. Spent fuel means any fuel element or fuel component, solid or liquid, which has been used or exposed to radiation in a nuclear reactor. LCU 00 01 01 18 ©2017 Liberty Mutual Insurance Page 10 of 24 Includes copyrighted material of Insurance Services Office, Inc.,with its permission. Contract #24-159 e. Waste means any waste material: (1) Containing by-product material other than the tailings or wastes produced by the extraction or concentration of uranium or thorium from any ore processed primarily for its source material content; and (2) Resulting from the operation by any person or organization of any nuclear facility included under the first two paragraphs of the definition of nuclear facility. f. Nuclear facility means: (1) Any nuclear reactor; (2) Any equipment or device designed or used for: (a) Separating the isotopes of uranium or plutonium; (b) Processing or utilizing spent fuel; or (c) Handling, processing or packaging waste; (3) Any equipment or device used for the processing, fabricating or alloying of special nuclear material if at any time the total amount of such material in the custody of the insured at the premises where such equipment or device is located consists of or contains more than 25 grams of plutonium or uranium 233 or any combination thereof, or more than 250 grams of uranium 235; or (4) Any structure, basin, excavation, premises or place prepared or used for the storage or disposal of waste; and includes the site on which any of the foregoing is located, all operations conducted on such site and all premises used for such operations. g. Nuclear reactor means any apparatus designed or used to sustain nuclear fission in a self-supporting chain reaction or to contain a critical mass of fissionable material. h. Property damage includes all forms of radioactive contamination of property. 18. Personal and Advertising Injury a. Caused by an offense committed by or on behalf of the insured with knowledge that the act would violate the rights of another and would inflict personal and advertising injury; b. Arising out of the oral, written or electronic publication, in any manner, of material, if done by or at the direction of the insured with knowledge of its falsity; c. Arising out of the oral, written or electronic publication, in any manner, of material whose content, in the same or substantially the same form, was published before the beginning of the policy period; d. Arising out of a criminal act committed by or at the direction of the insured; e. Arising out of a breach of contract, except an implied contract to use another's advertising idea in your advertisement; f. Arising out of the failure of goods, products or services to conform with any statement of quality or performance made in your advertisement; g. Arising out of the wrong description of the price of goods, products or services stated in your advertisement; LCU 00 01 01 18 ©2017 Liberty Mutual Insurance Page 11 of 24 Includes copyrighted material of Insurance Services Office, Inc.,with its permission. Contract #24-159 h. Arising out of infringement of, or any other violation relating to copyright, patent, trademark, trade secret or other intellectual property right. However, this Paragraph h. does not apply to: (1) Infringement of copyright, trade dress or slogan, committed in your advertisement; or (2) The unauthorized use in your advertisement of another's idea for an advertisement; i. Committed by an insured whose business is: (1) Advertising, broadcasting, publishing or telecasting; (2) Designing or determining content of websites for others; or (3) An Internet search, access, content or service provider. However, this Paragraph i. does not apply to Paragraphs 18.a., 18.b. and 18.c. under SECTION VII — DEFINITIONS. For purposes of this Paragraph i., the placing of frames, borders or links, or advertising for you or others anywhere on the Internet, is not by itself considered the business of advertising, broadcasting, publishing or telecasting; j. Arising out of an electronic chatroom or bulletin board the insured hosts, owns, or over which the insured exercises control; or k. Arising out of the unauthorized use of another's name or product in your e-mail address, domain name or metatag, or any other similar tactics to mislead another's potential customers. 19. Pollution a. Any liability arising out of the actual,alleged or threatened discharge,dispersal, seepage, migration, release or escape of pollutants, anywhere at any time, whether included in a product or otherwise. However, this exclusion does not apply to the extent underlying insurance provides coverage for liability described in Paragraphs (1) through (6) below. Coverage under this policy will be no broader than that provided by underlying insurance. (1) Bodily injury if sustained within a building which is or was at any time owned or occupied by, or rented or loaned to, any insured and caused by smoke, fumes, vapor or soot produced by or originating from equipment that is used to heat, cool or dehumidify the building, or equipment that is used to heat water for personal use, by the building's occupants or their guests; (2) Bodily injury or property damage arising out of heat, smoke or fumes from a hostile fire; (3) Bodily injury or property damage arising out of the escape of fuels, lubricants or other operating fluids that are needed to perform normal electrical, hydraulic or mechanical functions necessary for the operation of mobile equipment or its parts if such fuels, lubricants or other operating fluids escape from a vehicle part designed to hold, store or receive them. This exception does not apply if the bodily injury or property damage arises out of the intentional discharge, dispersal or release of the fuels, lubricants or other operating fluids, or if such fuels, lubricants or other operating fluids are brought on or to the premises, site or location with the intent that they be discharged, dispersed or released as part of the operations being performed by such insured contractor or subcontractor; (4) Bodily injury or property damage sustained within a building and caused by the release of gases, fumes or vapors from materials brought into that building in connection with operations being performed by you or on your behalf by a contractor or subcontractor; LCU 00 01 01 18 ©2017 Liberty Mutual Insurance Page 12 of 24 Includes copyrighted material of Insurance Services Office, Inc.,with its permission. Contract #24-159 (5) Bodily injury or property damage arising out of the escape of fuels, lubricants, fluids, exhaust gases or other similar pollutants that are needed for or result from the normal electrical, hydraulic or mechanical functioning of a covered auto or its parts, if: (a) The pollutants escape, seep, migrate, or are discharged, dispersed or released directly from an auto part designed by its manufacturer to hold, store, receive or dispose of such pollutants; and (b) The bodily injury or property damage does not arise out of the operation of any equipment shown in Paragraphs f.(2) and f.(3) of the definition of mobile equipment; or (6) Bodily injury or property damage caused by or resulting from occurrences that take place away from premises owned by or rented to an insured with respect to pollutants not in or upon a covered auto if: (a) The pollutants or any property in which the pollutants are contained are upset, overturned or damaged as a result of the maintenance or use of a covered auto; and (b) The discharge, dispersal, seepage, migration, release or escape of the pollutants is caused directly by such upset, overturn or damage. b. Any loss, cost or expense arising out of any: (1) Request, demand, order or statutory or regulatory requirement that any insured or others test for, monitor, clean up, remove, contain, treat, detoxify or neutralize, or in any way respond to or assess the effects of pollutants; or (2) Claim or suit by or on behalf of a government authority for damages because of testing for, monitoring, cleaning up, removing, containing, treating, detoxifying or neutralizing, or in any way responding to or assessing the effects of pollutants. This exclusion applies regardless of whether such discharge, dispersal, seepage, migration, release or escape occurs inside or outside a building or whether such pollutant has any function in your business, operations, premises, site or location. r 20. Recall of Products, Property or Impaired P o p Y Damages claimed for any loss, cost or expense incurred by you or others for the loss of use, withdrawal, recall, inspection, repair, replacement, adjustment, removal, or disposal of: a. Your Product; b. Your Work; or c. Impaired Property; if such product, work, or property is withdrawn or recalled from the market or from use by any person or organization because of a known or suspected defect, deficiency, inadequacy, or dangerous condition in it. 21. Recording and Distribution of Material or Information in Violation of Law Any liability arising out of any action or omission that violates or is alleged to violate: a. The Telephone Consumer Protection Act (TCPA), including any amendment of or addition to such law; b. The CAN-SPAM Act of 2003, including any amendment of or addition to such law; c. The Fair Credit Reporting Act (FCRA), and any amendment of or addition to such law, including the Fair and Accurate Credit Transaction Act(FACTA); or LCU 00 01 01 18 ©2017 Liberty Mutual Insurance Page 13 of 24 Includes copyrighted material of Insurance Services Office, Inc.,with its permission. Contract #24-159 d. Any federal, state or local statute, ordinance or regulation, other than the TCPA, CAN-SPAM Act of 2003 or FCRA and their amendments and additions, that addresses, prohibits, or limits the printing, dissemination, disposal, collecting, recording, sending, transmitting, communicating or distribution of material or information. 22. War Any liability, however caused, arising out of: a. War, including undeclared or civil war; b. Warlike action by a military force, including action in hindering or defending against an actual or expected attack by any government, sovereign or other authority using military personnel or other agents; or c. Insurrection, rebellion, revolution, usurped power or action taken by governmental authority in hindering or defending against any of these. 23. Watercraft Any liability arising out of the ownership, maintenance, use or entrustment to others of any watercraft owned or operated by or rented or loaned to any insured. Use includes operation and loading or unloading. This exclusion applies even if the claims against any insured allege negligence or other wrongdoing in the supervision, hiring, employment, training or monitoring of others by that insured. However, this exclusion does not apply to the extent underlying insurance provides such coverage.Coverage under this policy will be no broader than that provided by underlying insurance. 24. Workers' Compensation and Similar Laws Any obligation of the insured under a workers' compensation, disability benefits, unemployment compensation law, or any similar law. SECTION VI —CONDITIONS 1. Appeals If the insured or the underlying insurers elect not to appeal a judgment, we may elect to do so. If we appeal, we will be liable for all court costs, expenses incurred and interest incidental to the appeal, which will be in addition to the Limits of Insurance of this policy. However, our liability for such a judgment or settlement will not exceed the Limits of Insurance of this policy. 2. Audit and Premium a. You agree to pay the premium when due. b. The Premium shown as Advance Premium on the Declarations is a flat charge unless a rate is shown. c. If a rate is shown in the Declarations, the Advance Premium shown in the Declarations is an estimated premium only. At the close of each audit period we will compute the earned premium for that period and send notice to the first named insured. If the earned premium is greater than Advance Premium, you will promptly pay us the difference. If the earned premium is less than the Advance Premium,we will return the difference to the first named insured, subject to the Minimum Retained Premium, if any, shown in the Declarations, for each twelve months of the policy period. d. The first named insured should keep records of the information we need for premium computation and make available to us or send us this information whenever we request. e. We may examine your books and records as they relate to this policy at any time during the policy period and for up to three years after the expiration or termination of this policy. LCU 00 01 01 18 ©2017 Liberty Mutual Insurance Page 14 of 24 Includes copyrighted material of Insurance Services Office, Inc.,with its permission. Contract #24-159 f. We may, at our option, make an additional premium charge for any organization that you acquire or form during the policy period. 3. Bankruptcy or Insolvency Your or any underlying insurer's bankruptcy, insolvency or inability to pay shall neither relieve nor increase our obligations under this policy. However, under no circumstances will such bankruptcy, insolvency or inability to pay require us to drop down, replace or assume any obligation of underlying insurance. This insurance will apply as if the underlying insurance were in full effect. 4. Cancellation and Nonrenewal a. The first named insured may cancel this policy by mailing or delivering advance written notice to us stating when cancellation is to take effect. b. We may cancel this policy by mailing or delivering to the first named insured written notice of cancellation at least: (1) 10 days before the effective date of cancellation if we cancel for nonpayment of premium; or (2) 30 days before the effective date of cancellation if we cancel for any other reason. We will mail or deliver our notice to the first named insured's last mailing address known to us. c. The policy period will end on the day and hour stated in the cancellation notice. d. If we cancel, final premium will be calculated pro rata based on the time the policy was actually in effect. e. If the first named insured cancels, the premium refund may be less than pro rata and will be subject to the Minimum Retained Premium, if any, shown in the Declarations. f. Premium adjustment will be made at the time of cancellation or as soon as practicable thereafter, but cancellation will be effective even if we have not made or offered any refund of unearned premium. Our check or our representative's check, mailed or delivered, shall be sufficient tender of any refund due. g. If we decide not to renew this policy, we will mail or deliver our written notice of nonrenewal to the first named insured's last mailing address known to us not less than 30 days before the policy expiration date. h. If notice is mailed, proof of mailing will be sufficient proof of notice. 5. Changes This policy may be amended only by a written endorsement to this policy issued by us. 6. Duties in the Event of Occurrence, Claim or Suit a. You must promptly notify us of any occurrence which may result in a claim or suit seeking damages under this policy. To the extent possible, notice should include: (1) How, when and where the occurrence took place; (2) The names and addresses of any injured persons and witnesses; and (3) The nature and location of any injury or damage arising out of the occurrence. Notice of an occurrence is not notice of a claim. LCU 00 01 01 18 ©2017 Liberty Mutual Insurance Page 15 of 24 Includes copyrighted material of Insurance Services Office, Inc.,with its permission. Contract #24-159 b. If a claim is made or suit is brought against any insured that is reasonably likely to involve the coverage provided by this policy, you must notify us in writing promptly. c. You and any other involved insured also must: (1) Immediately send us copies of any demands, notices, summonses, or legal papers received in connection with the claim or suit; (2) Authorize us to obtain records and other information; (3) Cooperate with us in the investigation, settlement, or defense of any claim or suit we investigate, settle or defend; and (4) Upon our request, assist us in the enforcement of any right against any person or organization which may be liable to the insured because of injury or damage to which this insurance may also apply. d. No insured will, except at that insured's own cost, voluntarily make a payment, assume any obligation, make any admission, or incur any expense, other than for first aid, without our consent. As used in this Paragraph 6. promptly means as soon as practicable after knowledge of the occurrence has been reported to an executive officer of the insured, or to the employee designated by the insured to give us notice. 7. Inspection We have the right but are not obligated to inspect your premises and operations at any time. Our inspections are not safety inspections.They relate only to the insurability of your premises and operations and the premiums to be charged. We may give you reports on the conditions that we find. We may also recommend changes. However, we do not undertake to perform the duty of you or any person or organization to provide for the health or safety of your employees or the public.We do not warrant the health and safety conditions of your premises or operations, nor do we represent or certify that your premises or operations comply with laws, regulations, codes or standards. This condition applies not only to us, but also to any rating, advisory, rate service or similar organization, which makes insurance inspections, surveys, reports or recommendations for us. 8. Legal Action Against Us No person or organization has the right under this policy: a. To join us as a party or otherwise bring us into a suit asking for damages from an insured; or b. To sue us under this policy unless all of its terms have been fully complied with. A person or organization may sue us to recover on an agreed settlement or on a final judgment against an insured; but we will not be liable for damages that are not payable under the terms of this policy or that are in excess of the applicable Limits of Insurance of this policy.An agreed settlement means a settlement and release of liability signed by us, the insured and the claimant or the claimant's legal representative. 9. Maintenance of Underlying Insurance During the policy period you must ensure that: a. All underlying insurance remains in effect; b. The terms, definitions, conditions, and exclusions of all underlying insurance do not materially change; c. Any renewals or replacements of any underlying insurance will not be more restrictive in coverage and will afford limits of insurance equal to or greater than the policy being renewed or replaced; LCU 00 01 01 18 ©2017 Liberty Mutual Insurance Page 16 of 24 Includes copyrighted material of Insurance Services Office, Inc.,with its permission. Contract #24-159 d. The total applicable limits of all underlying insurance do not decrease, except for any reduction or exhaustion of aggregate limits by payment of judgments or settlements; and e. You notify us in writing, as soon as practicable, if any underlying insurance is cancelled, not renewed, replaced or otherwise terminated, or if the limits or scope of coverage of any underlying insurance is changed. Failure to comply with these requirements will not invalidate this insurance. However, in the event of such failure, we will only be liable to the same extent that we would have been, had you fully complied with these requirements. 10. Named Insureds a. The first named insured is authorized to act and agrees to act on behalf of all persons or organizations insured under this policy with respect to all matters pertaining to the insurance afforded by the policy. b. Each Named Insured is jointly and severally liable for: (1) All premiums due under this policy; and (2) Any other financial obligations of any Named Insured to us arising out of any agreements contained in this policy. 11. Other Insurance This insurance is excess over, and will not share or contribute with any other insurance whether primary, excess, contingent or on any other basis. However, this insurance will not seek contribution from any other insurance available to an additional insured provided that: a. The additional insured is a Named Insured on such other insurance; b. You have agreed in a written contract or agreement with the additional insured that this insurance would not seek contribution from any other insurance available; c. Underlying insurance includes the person or organization as an additional insured; and d. Underlying insurance provides coverage to the person or organization on a primary and noncontributory basis. 12. Representations By accepting this policy, you agree: a. The statements in the Declarations are accurate, complete and based on information and representations you provided or made to us; b. We have issued this policy in reliance upon your information and representations. 13. Separation of Insureds Except with respect to the Limits of Insurance of this policy and any rights or duties specifically assigned to the first named insured, this insurance applies: a. As if each Named Insured were the only Named Insured; and b. Separately to each insured against whom claim is made or suit is brought. LCU 00 01 01 18 ©2017 Liberty Mutual Insurance Page 17 of 24 Includes copyrighted material of Insurance Services Office, Inc.,with its permission. Contract #24-159 14. Terms Conformed to Statute The terms of this policy which are in conflict with the statutes, laws, ordinances or regulations of the state or jurisdiction where this policy is issued are amended to conform to such statutes, laws,ordinances or regulations. 15. Trade or Economic Sanctions This insurance applies except to the extent coverage is in violation of any trade or economic sanction, embargo or similar regulation imposed by the United States of America. 16. Transfer of Rights of Recovery Against Others to Us a. If any insured has rights to recover all or part of any payment we have made under this policy, those rights are transferred to us.The insured will do all that is necessary to secure such rights and must help us enforce them. The insured will do nothing after loss to prejudice such rights. We have the right to recover our payments from anyone liable for injury or damage covered by this policy. We waive any right of recovery we may have against a person or organization, if you waive any right of recovery against such a person or organization in a written contract, but only if such contract was executed prior to injury or damage. b. Any recoveries shall be applied as follows: (1) Any person or organization, including the insured, that has paid an amount in excess of the applicable Limits of Insurance of this policy will be reimbursed first; (2) We then will be reimbursed up to the amount we have paid; and (3) Lastly, any person or organization, including the insured,that has paid an amount over which this policy is excess is entitled to claim the remainder. Expenses incurred by us in the exercise of the rights of recovery shall be apportioned among the persons or organizations, including the insured, in the ratio of their respective recoveries as finally settled. 17. Transfer of Your Rights and Duties Your rights and duties under this policy may not be transferred without our written consent. If you die or are legally declared bankrupt, your rights and duties will be transferred to your legal representative, but only while acting within the scope of duties as your legal representative. Until your legal representative is appointed, anyone having proper temporary custody of your property will have your rights and duties but only with respect to that property. However, in such event, notice of cancellation of this policy sent to the first named insured and mailed to the last mailing address known to us will be sufficient notice to effect cancellation of this policy. 18. Unintentional Failure to Disclose There will be no coverage under this policy for hazards you fail to disclose at the inception of the policy period, except that unintentional failure of the Named Insured to disclose all hazards existing at the inception of this policy shall not be a basis for denial of any coverage afforded by this policy. However, you must report the hazard to us as soon as practical after discovering the failure to disclose. 19. When Loss is Payable Coverage under this policy will not apply unless and until the insured or the underlying insurer has paid or is obligated to pay the full amount of the retained limit. However, when an agreed settlement or final judgment has been determined, we will promptly pay on behalf of the insured those sums falling within the terms of this policy. LCU 00 01 01 18 ©2017 Liberty Mutual Insurance Page 18 of 24 Includes copyrighted material of Insurance Services Office, Inc.,with its permission. Contract #24-159 You will promptly reimburse us for any amount within the Self-Insured Retention paid by us on your behalf. SECTION VII— DEFINITIONS 1. Advertisement means a notice that is broadcast or published to the general public or specific market segments about your goods, products or services for the purpose of attracting customers or supporters. For the purposes of this definition: a. Notices that are published include material placed on the Internet or on similar electronic means of communication; and b. Regarding websites, only that part of a website that is about your goods, products or services for the purposes of attracting customers or supporters is considered an advertisement. 2. Auto means: a. A land motor vehicle, trailer or semi-trailer designed for travel on public roads, including any attached machinery or equipment; or b. Any other land vehicle that is subject to a compulsory or financial responsibility law or other motor vehicle insurance law where it is licensed or principally garaged. However, auto does not include mobile equipment. 3. Bodily injury means physical injury, sickness or disease, including death of a person. Bodily injury also means mental injury, mental anguish, humiliation, or shock if resulting from physical injury, sickness, or disease to that person. 4. Covered auto means only an auto for which coverage is provided by underlying insurance. 5. Electronic data means information, facts or programs stored as or on, created or used on, or transmitted to or from computer software, including systems and applications software, hard or floppy disks, CD-ROMS, tapes, drives, cells, data processing devices or any other media which are used with electronically controlled equipment. 6. Employee includes a leased worker. Employee does not include a temporary worker. 7. Executive officer means a person holding any of the officer positions created by your charter, constitution, by- laws or any other similar governing document. 8. First named insured means the person or organization shown as the Named Insured in the Declarations or, if more than one name appears, the Named Insured listed first in the Declarations. 9. Fungi means any type or form of fungus including mold or mildew and any mycotoxins, spores, scents or byproducts produced or released by fungi. 10. Hostile fire means a fire that becomes uncontrollable or breaks out from where it was intended to be. 11. Impaired property means tangible property, other than your product or your work, that cannot be used or is less useful because: a. It incorporates your product or your work that is known or thought to be defective, deficient, inadequate or dangerous; or b. You have failed to fulfill the terms of a contract or agreement; if such property can be restored to use by: a. The repair, replacement, adjustment, or removal of your product or your work; or LCU 00 01 01 18 ©2017 Liberty Mutual Insurance Page 19 of 24 Includes copyrighted material of Insurance Services Office, Inc.,with its permission. Contract #24-159 b. Your fulfilling the terms of the contract or agreement. 12. Insured contract means: a. A contract for lease of premises. However, that portion of the contract for a lease of premises 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 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 contract or agreement entered into, as part of your business, pertaining to the rental or lease, by you or any of your employees, of any auto. However, such contract or agreement shall not be considered an insured contract to the extent that it obligates you or any of your employees to pay for property damage to any auto rented or leased by you or any of your employees; or g. That part of any other contract or agreement pertaining to your business (including an indemnification 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. Tort liability means a liability that would be imposed by law in the absence of any contract or agreement. Paragraphs f. and g. above do not include that part of any contract or agreement: (1) That indemnifies a railroad for bodily injury or property damage arising out of construction 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 pertains to the loan, lease or rental of an auto to you or any of your employees, if the auto is loaned, leased or rented with a driver; (3) That holds a person or organization engaged in the business of transporting property by auto for hire harmless for your use of a covered auto over a route or territory that the person or organization is authorized to serve by public authority; (4) 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, opinions, reports, surveys, field orders, change orders, 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 (5) 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 Paragraph (4) above and supervisory, inspection, architectural or engineering activities. 13. Leased worker means a person leased to you by a labor leasing firm, under an agreement between you and the labor leasing firm to perform duties related to the conduct of your business. Leased worker does not include a temporary worker. LCU 00 01 01 18 ©2017 Liberty Mutual Insurance Page 20 of 24 Includes copyrighted material of Insurance Services Office, Inc.,with its permission. Contract #24-159 14. Loading or unloading means the handling of property: a. After it is moved from the place where it is accepted for movement into or onto an aircraft, watercraft or auto; b. While it is in or on an aircraft, watercraft or auto; or c. While it is being moved from an aircraft, watercraft or auto to the place where it is finally delivered; but loading or unloading does not include the movement of property by means of a mechanical device, other than a hand truck, that is not attached to the aircraft, watercraft or auto. 15. Mobile equipment means any of the following types of land vehicles, including any attached machinery or equipment: a. Bulldozers, farm machinery, forklifts and other vehicles designed for use principally off public roads; b. Vehicles maintained for use solely on or next to premises you own or rent; c. Vehicles that travel on crawler treads; d. Vehicles, whether self-propelled or not, maintained primarily to provide mobility to permanently mounted: (1) Power cranes, shovels, loaders, diggers or drills; or (2) Road construction or resurfacing equipment such as graders, scrapers or rollers; e. Vehicles not described in Paragraph a., b., c. or d. above that are not self-propelled and are maintained primarily to provide mobility to permanently attached equipment of the following types: (1) Air compressors, pumps and generators, including spraying, welding, building cleaning, geophysical exploration, lighting and well servicing equipment; or (2) Cherry pickers and similar devices used to raise or lower workers; and f. Vehicles not described in Paragraph a., b., c. or d. above maintained primarily for purposes other than the transportation of persons or cargo. However, self-propelled vehicles with the following types of permanently attached equipment are not 1 mobile equipment but will be considered autos: (1) Equipment designed primarily for: (a) Snow removal; (b) Road maintenance, but not construction or resurfacing; or (c) Street cleaning; (2) Cherry pickers and similar devices mounted on automobile or truck chassis and used to raise or lower workers; and (3) Air compressors, pumps and generators, including spraying, welding, building cleaning, geophysical exploration, lighting and well servicing equipment. However, mobile equipment does not include land vehicles that are subject to a compulsory or financial responsibility law or other motor vehicle insurance law where such vehicles are licensed or principally garaged. Land vehicles subject to a compulsory or financial responsibility law or other motor vehicle insurance law are considered autos. LCU 00 01 01 18 ©2017 Liberty Mutual Insurance Page 21 of 24 Includes copyrighted material of Insurance Services Office, Inc.,with its permission. Contract #24-159 16. Occurrence means, with respect to: a. Bodily injury or property damage, an accident,including continuous or repeated exposure to substantially the same general harmful conditions. All such exposure to substantially the same general harmful conditions will be deemed to arise out of one occurrence; b. Personal and advertising Injury, an offense or series of related offenses.All damages that arise from the same act, publication or general conditions are considered to arise out of the same occurrence, regardless of the frequency or repetition thereof, the number or kind of media used or the number of claimants; c. Employee Benefits Liability, an act, error or omission or a series of related acts, errors or omissions negligently committed in the administration of the Named Insured's employee benefit program. 17. Other insurance means any valid and collectible policies of insurance providing coverage for damages covered in whole or in part by this policy. Other insurance does not include underlying insurance, any amount shown in the Declarations as a Self- Insured Retention or any insurance specifically written as excess over this policy. 18. Personal and advertising injury means injury arising out of one or more of the following offenses: a. False arrest, detention or imprisonment; b. Malicious prosecution; c. Wrongful eviction from,wrongful entry into or invasion of the right of private occupancy of a room, dwelling or premises that a person occupies, committed by or on behalf of its owner, landlord or lessor; d. Oral or written publication, in any manner, of material that slanders or libels a person or organization or disparages a person's or organization's goods, products or services; e. Oral or written publication, in any manner, of material that violates a person's right of privacy; f. The use of another's advertising idea in your advertisement; or g. Infringing upon another's copyright, trade dress or slogan in your advertisement. Bodily injury that arises out of personal and advertising injury will be considered personal and advertising injury. 19. Policy period means the period of time from the effective date of this policy shown in Item 2.of the Declarations to the earlier of the expiration, termination or cancellation date of this policy. 20. Pollutants mean any solid, liquid, gaseous or thermal irritant or contaminant, including smoke, vapor, soot, fumes, acids, alkalis, chemicals and waste. Waste includes materials to be recycled, reconditioned or reclaimed. 21. Products-completed operations hazard: a. Includes all bodily injury and property damage occurring away from premises you own or rent and arising out of your product or your work except: (1) Products that are still in your physical possession; or (2) Work that has not yet been completed or abandoned. Your work will be deemed completed at the earliest of the following times: (a) When all of the work called for in your contract has been completed. LCU 00 01 01 18 ©2017 Liberty Mutual Insurance Page 22 of 24 Includes copyrighted material of Insurance Services Office, Inc.,with its permission. Contract #24-159 (b) When all of the work to be done at the site has been completed if your contract calls for work at more than one job site. (c) When that part of the work done at a job site has been put to its intended use by any person or organization other than another contractor or subcontractor working on the same project. Work that may need service, maintenance, correction, repair or replacement but which is otherwise complete, will be treated as completed. b. This hazard does not include bodily injury or property damage arising out of: (1) The transportation of property, unless the injury or damage arises out of a condition in or on a vehicle not owned or operated by you created by the loading or unloading of that vehicle by any insured; or (2) The existence of tools, uninstalled equipment, or abandoned or unused materials. 22. Property damage means: a. Physical injury to tangible property, including all resulting loss of use of that property. All such loss of use shall be deemed to occur at the time of the physical injury that caused it; or b. Loss of use of tangible property that is not physically injured. All such loss of use shall be deemed to occur at the time of the occurrence that caused it. For the purposes of this insurance, electronic data is not tangible property. 23. Retained limit means as to each occurrence the greater of: a. The total applicable limits of the underlying insurance plus any other insurance available to the insured; or b. The Self-Insured Retention shown in the Declarations as a result of any one occurrence not covered by underlying insurance nor any other insurance. The Self-Insured Retention does not apply to occurrences that would have been covered by underlying insurance but for the exhaustion of applicable limits. 24. Spouse means any husband, wife or partner in a marriage or civil union or any person qualifying as a domestic partner under any federal, state or local laws or under the Named Insured's employee benefit program. 25. Suit means a civil proceeding in which damages because of any liability to which this insurance applies are alleged. Suit includes: a. An arbitration proceeding in which such damages are claimed and can be awarded and to which the insured submit or does submit with our consent; or must b. Any other alternative dispute resolution proceeding in which such damages are claimed and can be awarded and to which the insured submits with our consent. 26. Temporary worker means a person who is furnished to you to substitute for a permanent employee on leave or to meet seasonal or short-term workload conditions. 27. Underlying insurance means the policy or policies of insurance or self-insurance listed in the Declarations under the Schedule of Underlying Insurance. 28. Underlying insurer means any insurer who provides underlying insurance. LCU 00 01 01 18 ©2017 Liberty Mutual Insurance Page 23 of 24 Includes copyrighted material of Insurance Services Office, Inc.,with its permission. Contract #24-159 29. Volunteer worker means a person who is not your employee, and who donates his or her work and acts at the direction of and within the scope of duties determined by you, and who is not paid a fee, salary or other compensation by you or anyone else for their work performed for you. 30. Your product: a. Means: (1) Any goods or products, other than real property, manufactured, sold, handled, distributed or disposed of by: (a) You; (b) Others trading under your name; or (c) A person or organization whose business or assets you have acquired; and (2) Containers(other than vehicles), materials, parts or equipment furnished in connection with such goods or products. b. Includes: (1) Warranties or representations made at any time with respect to the fitness, quality, durability, performance or use of your product; and (2) The providing of or failure to provide warnings or instructions. c. Does not include vending machines or other property rented to or located for the use of others but not sold. 31. Your work: a. Means: (1) Work or operations performed by you or on your behalf; and (2) Materials, parts, or equipment furnished in connection with such work or operations. b. Includes: (1) Warranties or representations made at any time with respect to the fitness, quality, durability, performance or use of your work; and (2) The providing of or failure to provide warnings or instructions. LCU 00 01 01 18 ©2017 Liberty Mutual Insurance Page 24 of 24 Includes copyrighted material of Insurance Services Office, Inc.,with its permission. Contract #24-159 Policy Number TH7Z91464284114 Issued by Liberty Insurance Corporation 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: COMMERCIAL LIABILITY— UMBRELLA COVERAGE FORM Paragraph a. of Condition 16. Transfer of Rights of Recovery Against Others to Us of SECTION VI — CONDITIONS is deleted and replaced by the following: a. If any insured has rights to recover all or part of any payment we have made under this policy, those rights are transferred to us.The insured will do all that is necessary to secure such rights and must help us enforce them. The insured will do nothing after loss to prejudice such rights. We have the right to recover our payments from anyone liable for injury or damage covered by this policy. We waive any right of recovery we may have against the person or organization listed in the Schedule of this endorsement if you waive any right of recovery against such a person or organization in a written contract, but only if such contract was executed prior to injury or damage. Schedule Person or Organization: LCU 24 07 01 18 ©2017 Liberty Mutual Insurance Page 1 of 1 Includes copyrighted material of Insurance Services Office, Inc.,with its permission. Contract #24-159 POLICY NUMBER: 52 CPI HA0276 - 3� THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. PRIMARY AND NON-CONTRIBUTORY This endorsement modifies insurance provided under the following: CONTRACTORS PROFESSIONAL AND PROTECTIVE INDEMNITY PLUS (CPPI+) SECTION V. - CONDITION Other Insurance Item 1. If all of the other insurance permits 18 c. is deleted and replaced with the following: contribution by equal shares, we will c. The coverage afforded under this Policy for follow this method also. Under this an "additional insured" is primary and non- approach, each insurer contributes contributory to any other insurance available equal amounts until it has paid its to such "additional insured" when required applicable limit of insurance or none of by written contract or written agreement the loss remains, whichever comes first. between the "insured" and the "additional 2. If any of the other insurance does not insured" executed prior to a "claim" or permit contribution by equal shares, we "pollution incident" involving such "additional will contribute by limits. Under this insured". However, to the extent that the method, each insurer's share is based "additional insured" is named as an on the ratio of its applicable limit of additional insured on another insurance insurance to the total applicable limits of policy that also provides primary and non- insurance of all insurers. contributory coverage, we shall share with that other insurance as follows: Form CL 28 36 01 16 Page 1 of 1 ©2016, The Hartford Contract #24-159 POLICY NUMBER: 52 CPI HA0276 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. WAIVER OF SUBROGATION This endorsement modifies insurance provided under the following: CONTRACTORS PROFESSIONAL AND PROTECTIVE INDEMNITY PLUS (CPPI+) SECTION V-CONDITIONS, paragraph 11. Subrogation is deleted and replaced with the following: 11. Subrogation In the event of any payment under this Policy, an "insured" will execute and deliver all requested instruments and papers to us and take whatever other actions are reasonably necessary and requested by us to exercise our rights of subrogation. An "insured" will do nothing to waive or prejudice our rights of subrogation. We will have priority over an "insured" in allocation of any recovery, and any amounts recovered in excess of our total payment and our cost of recovery will be paid to the "insured". The Policy Aggregate Limit of Insurance will be reinstated by the amount recovered by us, less our cost of recovery. We waive our rights of subrogation under this Policy only to the extent such a waiver is required by written contract or written agreement executed by an "insured" prior to a "claim", "protective indemnity claim", "pollution incident", "professional incident", or"protective incident". All other terms and conditions remain unchanged. Form CL 28 24 10 15 Page 1 of 1 ©2016, The Hartford Contract #24-159 Builder's Risk Coverage Information Client: Walker Construction, Inc. Carrier: Continental Casualty Company A.M. Best Rating: A+ XV Policy Term: 1/1/2024 to 1/1/2025 Policy Number: 7063739420 T •e of Covera•e Premium Adjustment - Monthly Report Builders Risk OPEN REPORTING Covera•e **BUILDERS RISK COVERAGE** Annual Aggregate Limit of Insurance for all Projects and Hazard Zones Combined: $15,000,000 $ 5,000,000 Frame $ 5,000,000 Joisted Masonry $ 15,000,000 Metal Non-Combustible $ 15,000,000 Masonry Non-Combustible, Modified Fire Resistive . $ 15,000,000 Fire Resistive $ 250,000 Property in Transit $ 250,000 Property in Temporary Storage $ 5,000 Builders Risk Deductible $ 50,000 Water Damage Deductible $ 100,000 Frame Water Damage Deductible $ 50,000 Wind & Hail Deductibles 100% Coinsurance No Coverage for existing buildings or Structures Valuation Earthquake & Flood (coverage applies only in Hazard Areas where a limit is shown) Hazard Area Earthquake-Volcanic Eruption Flood Limits Limits Annual Agg Occurrence Per Annual Agg Occurrence Per Occurrence Occurrence Deductible Deductible Critical/High $1,000,000 $1,000,000 $100,000 Moderate $5,000,000 $5,000,000 $50,000 $5,000,000 $5,000,000 $100,000 Low $15,000,000 $15,000,000 $50,000 $15,000,000 $15,000,000 $50,000 0 HUI Page 1 of 1 EXHIBIT B-2 Contract #24-159 FORM OF PAYMENT BOND Sin pokane Valley. BOND NO: CONTRACTOR'S PAYMENT BOND(NON-FEDERALLY FUNDED PROJECT) to City of Spokane Valley,Washington The City of Spokan- Valley,Washington,in Spokane County,has awarded to (Contractor),as Princip: ,a contract for the construction of the project designated as 'ROJECT N 1 ,Project No.(Project in Spokane Valley,W.,hington,and said Principal is required under the terms of the Contract • furnish a payment bond in accordance with chapter 39.48 Revised Code of Washington(RCW). The Principal, and (Surety), a corporation organized under the laws and licensed to do business in the State :f Washington as surety and named in the current list of"Surety Compani- Acceptable in Federal Bonds"as published .1 + e Federal Register by the Audit Staff Bureau of Accounts,U.S. Treasury D 't., are jointly and severally held and firml bound to the City of Spokane Valley, as Obligee,in the sum of$ otal Contract amount (including hington State sales tax), subject to the provisions herein. This payment bond shall become null and void, ' and when the Princip. ,its heirs,executors,administrators,successors,or assigns shall pay all persons in accordance with c':•ters 39.08 and 39 2 RCW, including all workers, laborers,mechanics, subcontractors,and materialrr BONDS NOT NEEDED FOR THIS PHASE 1 )1-with provisions and supplies for the carrying on of such 11 loss, cost or damage which Obligee may suffer by reason OF THE P DB AGREEMENT. ;uch payment obligations have not been fulfilled,this bonds] PRE-CONSTRUCTION SERVICES (DESIGN AND VALIDATION) ONLY. FUTURE GMP The Surety for value receive( AMENDMENT FOR CONSTRUCTION WILL the terms of the Contract,the specifications accompanying INCLUDE THE NECESSARY BONDS. .ct shall in any way affect its obligation on this bond,exceof time,alteration or addition to the terms of the Contract or the work performed. ' e Surety agrees tha • odifications and changes to the terms and conditions of the Contract that increase the total amount to .e paid the Principal sha .utomatically increase the obligation of the Surety on this bond and notice to Surety is not requir • for such increased obligatio shall signed byth, •arties'dulyauthorized officers.This bond This bond maybe executed in two origin counterparts,and be s gn will only be accepted if it is accompani;•by a fully executed and original power o . orney for the officer executing on behalf of the surety. PRINCIPAL(CONTRACTOR SURETY Principal Signature Date Surety Signature Date Printed Name Printed Name Title Title Name .ddress,and telephone of local office/agent of Surety Company is: Updated 1.14.2013 Contract #24-159 EXHIBIT B3 FORM OF PERFORMANCE BOND Spokane - / Valley BOND NO: CONTRACTOR'S PERFORMANCE BOND to City of Spokane Valley,Washington The City of Spokane Valley, Washington, in Spokane County, has awarded to (Contractor),as Princip.. a contract for the construction of the project designated as 'ROJECT AME ,Project No.(Project D in Spokane Valley,Wa-•ington,and said Principal is required under the terms of the Contrac o furnish a performance bond in accordance with chapter 39.k:Revised Code of Washington(RCW). The Principal, and (Surety), a corporation, organized under the laws of and licensed to do business in the S :to of Washington as surety and named in the current list of"Surety Companies cceptable in Federal Bonds"as published in • Federal Register by the Audit Staff Bureau of Accounts,U.S.Treasury Dept.,are jo,•tly and severally held and firmly bound t• the City of Spokane Valley,as Obligee,in the sum of$ total Contract amo. t(including Washington State sale . ),subject to the provisions herein. This performance bond shall become null and ,id,if and when the Princ. al, its heirs,executors,administrators, successors,or assigns shall well and faithfully perform all of the ' ' cipal's obligations . der the Contract and fulfill all the terms and conditions of all duly authorized modifica ' " ' " be made, at the time and in the manner therein specified;shall BONDS NOT NEEDED FOR THIS PHASE 1 i and hold harmless the Obligee from any defects in the workma OF THE P D B AGREEMENT. ified in the Contract;and if such performance obligations haven PRE-CONSTRUCTION SERVICES (DESIGN The Surety for value received AND VALIDATION) ONLY. FUTURE GMP ) the terms of the Contract, the specifications accompanying th AMENDMENT FOR CONSTRUCTION WILL l in any way affect its obligation on this bond,and waives notice INCLUDE THE NECESSARY BONDS. ms of the Contract or the work performed. The Surety agrees that modifications . ; changes to the s and conditions of the Contract that increase the total amount to be paid the Principal shall automatical increase the obligati of the Surety on this bond and notice to Surety is not required for such increased obligation. This bond may be executed in two original••unterparts,and shall be signed by parties'duly authorized officers.This bond will only be accepted if it is accompanied by . fully executed and original power of a rney for the officer executing on behalf of the surety. PRINCIPAL(CONTRACTOR) SURETY Principal Signature Date Surety Signature Date Printed Name Printed Name Title Title Name,a,dress,and telephone of local office/agent of Surety Company is: Updated 1.14.2013 Contract #24-159 City of Spokane Valley Cross Country Complex Progressive Design-Build Agreement Exhibit C Phase 1 and 2 Scope of Work PART 1 PROJECT INFORMATION 1.01 OWNER'S PROJECT GOALS The Parties agree to work in good faith to meet and/or exceed the following Project Goals: The Design-Build Team will utilize innovation and efficiencies between the designer and constructor while also realizing significant savings in the project's schedule and budget and optimizing the scope of the project within the established budget and schedule. The Spokane Valley Cross Country Complex will be a national caliber cross country sports complex that is capable of attracting and hosting both cross country and cyclo-cross events for youth, middle school, high school, collegiate, post-collegiate and Masters athletes. 1.02 COMMUNICATION AND BEHAVIORS A. All communications between the parties shall be open, honest and clear and shall endeavor, as much as possible, to be accurate and complete. The parties accept a duty to disclose to each other in a timely fashion both positive and negative information, including but not limited to, issues, conflicts, claims, mistakes, additional costs, delays, and other all information relevant to the Project. B. Design Builder shall provide the Deliverables in a timely fashion pursuant to this Exhibit. Deliverables shall be provided in a format acceptable to the Owner. Owner shall timely review and respond to the deliverables, as applicable. C. Decisions by the parties shall be made in the Best Interests of the Project. The Best Interests of the Project is defined as: 1. Compliance with the Basis of Design Documents 2. Completion of the Project according to the Project Schedule 3. Completion of the Project according to the Contract Price 4. Compliance with Legal Requirements 5. Consistency with the principles of collaboration and integration set forth in this Exhibit. 6. The risk assumed by the parties in the Underlying Contracts. 7. Achieving the Project Goals. Page I 1 © 2021 Thaxton Parkinson pllc Contract #24-159 City of Spokane Valley Cross Country Complex Progressive Design-Build Agreement Exhibit C Phase 1 and 2 Scope of Work PART 2 PHASE 1 PROGRAM VALIDATION PERIOD SCOPE OF SERVICES 2.01 SUMMARY OF WORK A. This Section sets forth the Scope of Work, the Deliverables, and the execution activities for Phase 1. 2.02 PHASE 1 SCOPE A. Design Builder shall review, analyze, and validate the Initial Basis of Design Documents, the project budget, the Project Schedule, the Commercial Terms and any other information provided by the Owner, collectively referred to as "Owner Provided Information". B. Pursuant to the NTE Schedule approved by the Owner, Design-Builder shall provide NTE Proposals as set forth in Section 3.01.0 herein. C. At the conclusion of Phase 1, Design Builder shall prepare a GMP Proposal, including any modifications and/or clarifications to the Initial Basis of Design Documents as set forth in Section 3.01.B herein. 2.03 VALIDATION OF INFORMATION. A. During the first four (4) weeks of Phase 1, Design Builder shall perform such assessments, reviews and investigations of the Owner Provided Information, as determined by Design Builder to be reasonably necessary to validate the Owner Provided Information as well as investigate any other information required to accomplish the Project, including but not limited to the information below. Additional reviews, assessments and investigations of Owner Provided Information shall include, if reasonably necessary, the following: 1. Verification that any drawings, plans and specifications are correct, including but not limited to topographic surveys, 2. Constructability, including proposed methods of construction, of the proposed structures in the Initial Basis of Design Documents, 3. Verification of the architectural, engineering and other assumptions and calculations (if any) in any Owner Provided Information, 4. Examination and verification of actual site conditions as set forth below, 5. Verification of any surveys, 6. Review and assessment of all applicable legal and regulatory rules and restrictions on the Project, including consultation with permit authorities regarding their requirements, 7. Verification and validation of assumptions regarding the establishment of the Commercial Terms, including but not limited to the GMP, the Project Schedule, and the Initial and Final Basis of Design Documents. Page 12 © 2021 Thaxton Parkinson pllc Contract #24-159 City of Spokane Valley Cross Country Complex Progressive Design-Build Agreement Exhibit C Phase 1 and 2 Scope of Work B. Design Builder shall perform site investigations as necessary for Design Builder to verify the Owner Provided Information and validate the Commercial Terms and the Initial Basis of Design Documents. Design Builder shall visit the Site and examine thoroughly and understand the nature and extent of the Work, site, locality, actual conditions, as-built conditions, and all local conditions and federal, state, and local laws and regulations that in any manner may affect cost, time, progress, performance or furnishing of the Work or which relate to any aspect of the design and the means, methods, techniques, sequences or procedures of construction to be employed by Design Builder and safety precautions and programs incident thereto. Such additional investigations shall be conducted to sufficiently identify or characterize utility locations (underground and overhead), contaminated materials, and observable or concealed conditions in the existing facilities, including but not limited to the following: 1. Undertake surveys, investigations and analysis to provide necessary data and information for project design including sufficient information to evaluate design alternatives. 2. Review and validate the preliminary Geotechnical Report provided by the Owner and provide recommendations regarding whether additional Geotechnical investigations should be performed. If additional Geotechnical investigation is approved by the Owner, perform the agreed upon Geotechnical soils sampling, testing, and analysis to provide necessary data and information for Project design and provide a final Geotechnical Report. At a minimum, test for contamination and soil percolation rates during this process. C. Subsurface investigation work, including the disturbance of existing vegetation, cannot proceed until all required permits have been obtained. D. Design Builder will conduct or obtain and understand all such examinations, investigations, explorations, tests, reports and studies, in addition to or to supplement those referred to above, that pertain to the subsurface conditions, as-built conditions, underground facilities and all other physical conditions at or contiguous to the Site or otherwise that may affect the cost, time, progress, performance or furnishing of Work, as Design Builder considers necessary for the performance or furnishing of Work for the Commercial Terms and in accordance with the Initial Basis of Design Documents as well as other terms and conditions of the Contract Documents, and no additional examinations, investigations, explorations, tests, reports, studies or similar information or data are or will be required from the Owner by Design Builder for such purposes. E. All reports or analyses generated by Design Builder's research, testing, inspections, and investigations, including but not limited to geotechnical evaluations and hazardous materials studies, archaeological site surveys, hazardous materials investigations, etc., shall be provided to the Owner Page 13 © 2021 Thaxton Parkinson pllc Contract #24-159 City of Spokane Valley Cross Country Complex Progressive Design-Build Agreement Exhibit C Phase 1 and 2 Scope of Work promptly, within seven (7) business days, after such reports are analyzed and generated. F. Design Builder shall be responsible for ensuring that its design documents and construction work accurately conforms to, and interfaces with, the existing conditions and shall not request a change or claim for unforeseen or concealed conditions except as provided under the provisions of the Contract Documents. G. The Design Builder shall work with the Owner to determine if additional examinations, investigations, explorations, tests, reports, studies or similar may be required after partial or complete demolition of the existing stations. This work shall be completed by the Design Builder as agreed. H. At the time set forth in the Phase 1 Schedule, the Design-Builder will provide to Owner the deliverables set forth in Section 3.01.B.1. I. By providing the deliverables set forth in Section 3.01.B.1, Design-Builder will be deemed to have reviewed and verified all Owner Provided Information and Commercial Terms; therefore, Design-Builder cannot rely on any Owner Provided Information or the Owner's Project Criteria for the purposes of performing the Work, unless specifically noted in writing by the Owner. 2.04 DEVELOPMENT OF EARLY WORK A. Design-Builder shall review the information about the Project and collaboratively with the Owner create a list of Scopes that may be appropriate for Early Work. The Early Work Scopes will meet the requirements in Section 3.01.0 herein. B. Once the Owner and Design-Builder have agreed on the Early Work Scopes (if any), the Design-Builder shall develop and/or complete the design for each Early Work Scope and provide transparent pricing for the Early Work Scope. In developing and/or completing the design, Design Builder shall review, analyze and validate the concepts for the Project elements as shown in the Initial Basis of Design Documents. In addition, Design Builder shall work collaboratively with the Owner and the Stakeholders to examine whether new concepts will better maximize the Owner's Project Goals, and if approved by the Owner, further develop such new concepts and incorporate them into the Project 2.05 DEVELOPMENT OF FINAL BASIS OF DESIGN DOCUMENTS A. Design Builder shall engage and work collaboratively with the Owner and the Project Stakeholders to progress the design and the NTE Scopes to a sufficient state to develop the Final Basis of Design Documents, the Project Schedule, and the Guaranteed Maximum Price within the project budget. The timing of the GMP Proposal and the percentage complete of the designs and specifications will be jointly determined by the Owner and the Design-Builder. Page 14 © 2021 Thaxton Parkinson pllc Contract #24-159 City of Spokane Valley Cross Country Complex Progressive Design-Build Agreement Exhibit C Phase 1 and 2 Scope of Work B. Design Builder shall manage the design process in a collaborative, efficient, transparent and coordinated manner and conduct design workshops as required by the Contract Documents. The Final Basis of Design Documents will establish the scope of the Work and provide the basis for the GMP. The Final Basis of Design Documents must be consistent with the Initial Basis of Design Documents, unless the Owner has consented to modify its requirements in writing through a Change Order, Field Directive, or other written means allowed by the Contract Documents. C. Design Builder shall provide for an orderly and timely approval process by the Owner and third parties, document review comments from the Owner and third parties, and take appropriate action. D. The Owner will review and comment on the Design Submissions in a timely fashion. The Design-Builder will allow adequate time for the Owner to review the Design Submissions, which shall not be less than 10 business days. E. Design Builder shall submit a written response to the Owner's design review comments, describing the action taken for each comment. Design Builder shall, in a timely fashion, bring to the attention of the Owner areas where new technologies, such as BIM or Design-Build processes, may require modifications to these requirements. F. By submitting Design Submissions, Design Builder represents to the Owner that the Design Submissions may be designed and constructed for the then current Commercial Terms and in accordance with the Initial Basis of Design Documents, the Design Log, and any changes made thereto. Notwithstanding the above, Design Builder may propose Designs, Plans or other Submissions that may alter a Commercial Term or the Initial Basis of Design Documents; however, with any such Design Submissions, Design Builder must provide notice pursuant to Article 10 of the General Conditions. 2.06 DEVELOPMENT OF GMP PRICING A. The forecasting and development of accurate project cost estimates throughout each phase of the Project is vital to the Owner's financial management strategy. The Owner relies on the Design Builder to provide and validate current and detailed cost estimates and forecasts that will be incorporated into the overall cost controls for the Owner. B. Throughout the Project, Design Builder will update estimates and forecasts and provide data to the Owner to reflect real time information. Design Builder will provide all pricing, estimates and other data used to develop the Commercial Terms on an open and transparent basis. The project controls system used by the Design Builder shall be acceptable to the Owner and will be capable of being broken down and reported in a number of different work breakdown structures, including but not limited to Page 15 © 2021 Thaxton Parkinson pllc Contract #24-159 City of Spokane Valley Cross Country Complex Progressive Design-Build Agreement Exhibit C Phase 1 and 2 Scope of Work organizing the financial data by cost element codes, subcontracts, vendors, Construction Document packages, etc. C. The Design Builder will coordinate the development of the GMP pricing with the development of the Final Basis of Design Documents as well as the Project Schedule so that the Owner may obtain an accurate understanding of the GMP. The GMP set forth it the Agreement shall not be exceeded without a written Change Order. 2.07 DEVELOPMENT OF THE PROJECT SCHEDULE A. The forecasting and development of the Project Schedule, including but not limited to the project phasing and Schedule of Values, is a vital element of the Design Builder's ability to deliver this Project in a timely fashion. The Owner will rely on the Design Builder's scheduling information to coordinate with its Stakeholders, schedule activities in and around the Project, and manage its campus. B. The Project Schedule will be developed to accommodate, as much as practicable, the operation of the building, which will remain occupied throughout the construction. Design-Builder shall also consider the need to minimize disruption of the building's occupants. C. Design Builder shall provide the Owner with frequent updates to the project schedule in a format acceptable to the Owner. PART 3 PHASE 1 DELIVERABLES 3.01 SUBMITTALS A. Submittals After Phase 1 Notice to Proceed: Design Builder shall provide the following Submittals within 10 business days after the Notice to Proceed with Phase 1, unless otherwise noted in Phase 1 Schedule. 1. Final Phase 1 Schedule pursuant to Section 3.02.A. 2. Preliminary Schedule of Values for the GMP pursuant to Section 3.04.A.1 3. Preliminary Cost Model pursuant to Section 3.04.B.5 4. Subcontractor Procurement Procedure pursuant to Section 3.05.A 5. Project Safety and Job Hazard Analysis pursuant to Section 3.06.A. 6. List of Early Work Scopes pursuant to Section 3.03.A.1. B. Submittals During Phase 1: Design Builder shall provide the following submittals during Phase 1. 1. Within 4 weeks of the Notice to Proceed for Phase 1: a. Updated Preliminary Project Schedule pursuant to Section 3.02.6.4. Page 16 © 2021 Thaxton Parkinson pllc Contract #24-159 City of Spokane Valley Cross Country Complex Progressive Design-Build Agreement Exhibit C Phase 1 and 2 Scope of Work b. Milestone deliverable schedule pursuant to Section 3.02.B.2. c. Initial Project Scope pursuant to Section 3.03.A.1. d. Validated GMP pursuant to Section 3.04.A.4. 2. On a monthly basis: a. Updates to the Phase 1 Schedule, the NTE Schedules, Schedule of Values, Project Schedule pursuant to Section 3.02. A and B b. Design Submissions Packages pursuant to Section 3.03.A. c. Preliminary estimating information pursuant to Section 3.04.A and updates to the Cost Model Pursuant to Section 3.04.B. C. Early Work Proposals: Pursuant to the agreed Phase 1 Schedule, Design-Builder will provide Early Work Proposals that correspond with the approved list of Early Work Scopes. The Early Work Proposals will include the following deliverables: 1. Early Work GMP and pursuant to 3.04.C, including a separate line items for: a. The Cost of the Work applicable to the Early Work b. The applicable Design-Builder's Fee Percentage c. The applicable Lump Sum General Conditions Cost d. The applicable Cost of the Work Contingency pursuant to Section 6.4.4.1.a of the Agreement. e. The applicable Design-Builder's Contingency pursuant to section 6.4.4.1.b of the Agreement. 2. Early Work Scope pursuant to 3.03.A. 3. Early Work Schedule pursuant to 3.02.D. 4. Early Work Scope Safety Plan pursuant to 3.06.B 5. Updated Schedule of Values incorporating the Early Work Scope. 6. A list of assumptions and clarifications made by the Design- Builder in preparation of the Early Work Proposal. D. GMP Proposal: At the conclusion of Phase 1, Design Builder shall provide a GMP Proposal that includes the following Deliverables. 1. GMP Pricing and Verification of GMP pursuant to Section 3.04.D. 2. Final Basis of Design Documents pursuant to Section 3.03.B. 3. Project Schedule pursuant to Section 3.02.E. Page 17 © 2021 Thaxton Parkinson pllc Contract #24-159 City of Spokane Valley Cross Country Complex Progressive Design-Build Agreement Exhibit C Phase 1 and 2 Scope of Work 4. Schedule of Values and Cost Model pursuant to Section 3.04.B. 5. A list of the assumptions and clarifications made by the Design- Builder in preparation of the GMP Proposal. 6. Project Safety and Job Site Hazard Analysis pursuant to Section 3.06.C. 7. Permitting Strategy Plan pursuant to Section 3.07. 8. QA/QC Plans pursuant to 3.8. 9. Contract Close-Out Plan pursuant to Section 3.9. 10. Differing Site Conditions Report pursuant to Section 3.10. 11. Inclusion Plan for Disadvantaged Businesses and Small Businesses pursuant to 3.11. 3.02 SCHEDULES A. Phase 1 Schedule. By the date set forth in Section 3.01A herein, Design Builder shall provide a Phase 1 Schedule. 1. Phase 1 Schedule shall show the activities of the Owner and Design Builder necessary to meet Phase 1 requirements. 2. Phase 1 Schedule shall be updated periodically with the level of detail for each schedule update reflecting the information then available. 3. If an update to Phase 1 Schedule indicates that a previously approved milestone will not be met, Design Builder shall submit a corrective action plan and recovery schedule to the Owner pursuant to the Contract Documents. B. Preliminary Project Schedule. By the date set forth in Section 3.01.B, Design Builder shall submit a Preliminary Project Schedule that reflects Design Builder's sequence of design, procurement and construction activities including the interrelationships of the Demolition and Construction Packages. 1. The Preliminary Schedule shall show the activities of the Owner and Design Builder necessary to meet the Project completion requirements, including but not limited to the schedule for submission of the Early Work Proposals and the Project Phasing. 2. The Preliminary Schedule shall be updated periodically monthly with the level of detail for each schedule update reflecting the information then available. 3. If an update to the Preliminary Schedule indicates that a previously approved milestone will not be met, Design Builder shall submit a corrective action plan and recovery schedule to the Owner pursuant to the Contract Documents. Page 18 © 2021 Thaxton Parkinson pllc Contract #24-159 City of Spokane Valley Cross Country Complex Progressive Design-Build Agreement Exhibit C Phase 1 and 2 Scope of Work 4. On the date set forth in Section 3.01.B.1, Design-Builder shall update the Preliminary Schedule after validating the project information as set forth in Section 2.03. C. Design Builder shall meet with the Owner to review the Preliminary Schedule and updates. In the event that the Owner has any comments relative to the Preliminary Schedule or Schedule Updates or finds any inconsistencies or inaccuracies in the information presented, it shall give prompt written notice of such comments or findings to Design Builder, who shall make appropriate adjustments to the Preliminary Schedule, its basis, or both. The parties will work collaboratively to make adjustments in the Final Basis of Design Document, the Project Schedule, or GMP to fit within the Owner's objectives. D. With each Early Work Proposal, Design-Builder shall provide an Early Work Schedule that will show the completion date for each Early Work Scope. E. With the GMP Proposal, Design Builder shall provide a Project Schedule that will incorporate the Preliminary Schedule and the Early Work Schedules that were developed collaboratively during Phase 1 along with any updates to the schedule. F. All schedules must be in the format of a Critical Path Method (CPM) Resource loaded schedule as set forth below. G. Critical Path Method (CPM) Resource loaded schedule 1. The CPM Schedule will contain the following a. All tasks required to complete the scope of work for the project. b. Durations for all tasks in the project schedule. c. Logical ties and sequence of work for every task in the schedule. d. Resources for project hours and major material quantities for site construction. 2. Project Schedule shall be detailed and organized according to pre-defined Design-Builder's WBS that is developed in the Scope Management Plan. The project schedule will include all activities and relationships identified in the Design-Builder's Scope of Work Narrative. Each major area of work within Design-Builder's scope shall be represented by activities in the schedule. 3. Design-Builder shall prepare a detailed resource loaded CPM Project Schedule in accordance with this specification. The schedule shall be submitted to the Owner for their review. The detailed schedule shall reflect, at a minimum, engineering, procurement, construction, fabrication, and delivery activities for each piece of procured equipment, key drawing release dates by Page 19 © 2021 Thaxton Parkinson pllc Contract #24-159 City of Spokane Valley Cross Country Complex Progressive Design-Build Agreement Exhibit C Phase 1 and 2 Scope of Work discipline, and logic and interrelationships between activities so that a logical progression of the work is depicted. Project Milestones shall also be included in schedule. 4. Design-Builder and subcontractors shall meet with the Owner to review and approve the detailed CPM baseline Project Schedule. 5. Once the detailed project schedule has been approved by the Owner, Design-Builder will establish a baseline schedule. Thereafter Design-Builder shall advise the Owner of any proposed Critical Path Schedule changes and promptly provide the Owner with any revisions thereto and recovery plans as required to meet the contractual dates. 6. Schedule Validity and Content a. Prepare schedules in a format acceptable to the Owner. b. Contain Work Breakdown Structure coding matching deliverables and work packages. c. Schedule will reflect all deliverables and tasks mention in the Scope of Work narrative. d. Schedules shall be coded for grouping by engineering, procurement, construction, and commissioning e. Project schedule activities that Design-Builder is responsible for performing shall be resource loaded with engineering and procurement activities. Construction activities shall be resourced loaded 60 days prior to site mobilization. f. Resource loading for project hours and major material quantities for site construction. g. Engineering, procurement and construction activities shall be included, such that Project staffing requirements can be determined or verified with schedule. The original resource-loaded construction schedule shall form basis for progress reporting, and payment. h. Critical path for Design-Builder's schedule activities. 3.03 DESIGN DOCUMENTS A. Preliminary Design Submissions and Initial Project Scope. As Design Builder develops the Final Basis of Design Documents, Design Builder shall collaborate with the Owner to submit and review the Preliminary Design Submissions and Initial Project Scope that will be incorporated into the Final Basis of Design Documents. The Preliminary Design Submissions and Initial Project Scope will be submitted pursuant to the Schedule provided by the Design-Builder and approved by the Owner. Page 110 © 2021 Thaxton Parkinson pllc Contract #24-159 City of Spokane Valley Cross Country Complex Progressive Design-Build Agreement Exhibit C Phase 1 and 2 Scope of Work 1. On the date set forth in Section 3.01.B.1, Design-Builder will provide an Initial Project Scope that represents the parties' best estimate of a reasonably feasible scope of work that can be accomplished for the Validated GMP and the Preliminary Schedule. 2. The Initial Project Scope will include a list of Early Work Scopes, if any, to Owner for review and approval. The list of Early Work Scopes will include a detailed description of the Work to be included in the Early Work Scope. 3. Should the Design Builder believe the Initial Basis of Design is not feasible within the Validated GMP and Preliminary Schedule, the Design Builder will provide options, recommendations and/or alternative technical or design concepts for the Owner to consider. The parties may decide to determine whether to designate certain parts of the Work as Deferred Scope. Deferred Scope is work that the parties determine is not in the Initial Project Scope; however, the parties will continue to develop the work with the goal of adding the Deferred Scope back into the Project at a later time within the GMP. 4. Design Builder shall coordinate with the Owner to determine the schedule for submission of preliminary Early Work Scope Submissions Packages to review collaboratively with the Owner. Design Builder shall schedule the review of the Early Work Scope Submissions Packages such that the review of each package submitted is of reasonable scope for prompt and thorough review by the Owner. 5. The parties will work collaboratively to make adjustments in the Early Work Scope Submissions and in the proposed Final Basis of Design Documents to fit within the Owner's Project Goals. develop the Builder shall work collaborativelyto B. The Owner and Design Early Work Scopes provided as part of the Early Work Proposals and the Final Basis of Design Documents provided as part of the GMP Proposal. The Early Work Scopes shall include the documents determined by the Parties as appropriate for that Early Work Scope. The Final Basis of Design Documents submitted with the GMP Proposal shall include at a minimum the following documents and set forth the assumptions and clarifications on which the GMP and Project Schedule are based. 1. Project Manual, which shall set forth both the general objectives for the Owner, as well as specific uses for each of the project elements set forth in the Initial Basis of Design Documents. 2. The parties will agree to any Milestone Deliverables and the Design-Builder will submit them pursuant to Section and update as required. Page 111 © 2021 Thaxton Parkinson pllc Contract #24-159 City of Spokane Valley Cross Country Complex Progressive Design-Build Agreement Exhibit C Phase 1 and 2 Scope of Work 3. The timing and substance of the Milestone Deliverables will be mutually agreed between the Owner and Design-Builder during Validation. 4. Design-Builder must have written approval from the Owner to proceed with the project after submission of each of the Milestone Design Deliverables set forth above. 5. Design Builder shall schedule the review of the NTE Scope and Design Submission Packages such that the review of each package submitted is of reasonable scope for prompt and thorough review by the Owner. 6. Design Builder shall highlight any material differences and developments between the Initial Basis of Design Documents, any Design Submissions, the Early Work Scopes and the Final Basis of Design Documents as the Final Basis of Design Documents are being developed. 7. In the event that the Owner has any comments relative to the Design Submissions or finds any inconsistencies from the Initial Basis of Design Documents or discovers inaccuracies in the Design Submissions, the Owner shall give prompt written notice of such comments or findings to Design Builder, who shall make appropriate adjustments to the proposed Final Basis of Design Documents. 8. The parties will work collaboratively to make adjustments in the Design Submissions, the Early Work Scopes, and in the proposed Final Basis of Design Documents to fit within the Owner's Project Goals as well as the GMP. 9. Performance Specifications, which shall set forth the specific requirements for the project and identification of each major system. The parties will agree on the appropriate Performance Specifications, and Design-Builder will submit a list of the Performance Specifications to be developed pursuant to Section 3.01.B.1. 10. Sustainability Requirements and Plan. Design Builder shall manage environmental issues and implement and document sustainability goals set forth in the GMP Amendment. the Project's Leadership in Energy and Environmental Design (LEED) requirements, including but not limited to: a) outline Subcontractor requirements for Sustainability in the subcontract bid documents; b) monitor the submittal process to ensure compliance with Sustainability goals; c) train Subcontractors in Sustainability requirements; d) review design changes during construction for Sustainability impacts and inform Owner of impacts; e)ensure installed products are compliant with the Sustainability requirements; and f) assemble and maintain records to document Sustainability goals compliance. Page 112 © 2021 Thaxton Parkinson pllc Contract #24-159 City of Spokane Valley Cross Country Complex Progressive Design-Build Agreement Exhibit C Phase 1 and 2 Scope of Work 3.04 GMP PRICING A. Preliminary Schedule of Values 1. Preliminary Schedule of Values. Within the date set forth in Section 3.01.A, Design Builder shall submit a preliminary Schedule of Values for the Project in such a form and supported by such data to substantiate its accuracy in reflecting the breakdown for administrative and payment purposes as the Owner may require. The Preliminary Schedule of Values shall be organized by the NTE Scopes determined by the Parties. All Schedule of Values for the Project shall be further organized to conform to the Construction Specifications Institute (CSI) standard format for divisions and sections. 2. With the submission of NTE Scopes, Design Builder shall provide preliminary estimates of costs associated with the NTE Scopes in a format acceptable to the Owner that will be incorporated into the GMP. 3. The preliminary estimates for the NTE Scopes shall be provided on a bi-weekly basis and shall be updated with new information as Design Builder develops and finalizes the GMP. 4. On the date set forth in Section 3.01.B.1, Design-Builder shall provide a Validated GMP. The Validated GMP is the parties' best determination of an achievable GMP for the Initial Project Scope and the Preliminary Schedule. B. Schedule of Values and Cost Model 1. Schedule of Values. On the schedule established in Section 3.01.E and with the GMP Proposal, Design Builder shall provide an updated Schedule of Values for the Work with actual start and/or finish dates and percentages complete. Updates shall compare the planned progress from baseline schedule with actual progress from the current schedule. The Schedule of Values shall be in conformance with the requirements below and in such a form and supported by such data to substantiate its accuracy in reflecting the breakdown for administrative and payment purposes as the Owner may reasonably require. The Schedule of Values shall be further organized to conform to the Construction Specifications Institute (CSI) standard format for divisions and sections. 2. The sum of all values listed in schedule shall equal the project budget and, when established, any Early Work GMP and the GMP. 3. Each item shall include directly proportional amount of the Design- Builder's Fee Percentage. Page 113 © 2021 Thaxton Parkinson pllc Contract #24-159 City of Spokane Valley Cross Country Complex Progressive Design-Build Agreement Exhibit C Phase 1 and 2 Scope of Work 4. Schedule of Values Form and Content a. Schedule of Values will be in a form acceptable to the Owner. b. Title of Project and location. c. Project number. d. Name and Address of Design-Builder. e. Date of submission. f. Schedule of Values columns will contain at a minimum the following information (1) Line Item # - Corresponding back to the WBS and CPM Schedule (2) Line Item Description (3) Budgetary Cost (4) Current Period % Complete (5) Current Period Cost (6) JTD % Complete (7) JTD Cost (8) Variance Column Representing Budgetary Cost Minus JTD Cost 5. Cost Model. Within the time frame set forth in Section 3.01.A.3, Design Builder shall provide a Cost Model, for the Owner's review and acceptance. a. The Cost Model shall, at a minimum, provide the following information: (1) List for all Design and Construction Packages, organized by CSI; (2) Estimated base bid amounts for all Construction Packages; (3) Construction Package Allowances. b. Design Builder shall utilize a project controls management system (PCMS) that will be reviewed for acceptance to the Owner. c. Estimates and forecasts within the Cost Model will need to have the capability to be broken down and reported on in many different formats. These formats may include organizing the estimate by different projects, project funding types, Owner cost element codes, contracts, vendors, Construction Package Sets, Construction Page 114 © 2021 Thaxton Parkinson pllc Contract #24-159 City of Spokane Valley Cross Country Complex Progressive Design-Build Agreement Exhibit C Phase 1 and 2 Scope of Work Packages, etc. Design-Builder shall collaborate with the Owner to determine the appropriate Work Breakdown Structure that will be used for the development of the Cost Model and all Project cost estimates. d. In developing its Construction Package Plan, Design- Builder shall coordinate with the Owner to determine a packaging strategy deemed advantageous to all parties. The agreed-upon packaging strategy will be incorporated into the Cost Model and Project schedule. e. On the schedule set forth in Section 3.01.B.2 and with the GMP Proposal, Design-Builder shall update estimates and forecasts as data becomes available to reflect real time information. The Owner will rely on this real-time information for accuracy of overall Owner cost forecasts across all Owner projects. 6. Work Breakdown Structure (WBS) a. The Work Breakdown Structure (WBS) is a task-oriented division of work necessary to engineer, procure, and construct the Project. It categorizes successively smaller tasks, in order to achieve scope, schedule, and budget control at the most practical level. b. Design-Builder will develop a WBS structure at the completion of Phase 1. Design-Builder will work with the Owner to develop a mutual compatible WBS system to satisfy the intent of the project. The WBS structure will represent the Design-Builder's entire scope for the project, broken down into manageable deliverables or work packages. 7. Scope of Work Narrative a. Design-Builder will develop, from the Work Breakdown Structure, a Scope of Work Narrative for the project before Phase 2 is approved. This document will provide a description of the work to be done for each WBS work package. This document will identify the Design-Builder's general understanding of the project, as well as, provide a description of the work that will be done, and deliverables that will be produced for work packages in the WBS. A narrative for each work package will include, but is not limited to the following: b. Narrative of work to be performed c. List of major deliverables Page 115 © 2021 Thaxton Parkinson pllc Contract #24-159 City of Spokane Valley Cross Country Complex Progressive Design-Build Agreement Exhibit C Phase 1 and 2 Scope of Work C. Early Work GMPs. 1. With each Early Work Proposal, Design-Builder shall prepare and submit the Early Work GMP to the Owner, in a format acceptable to the Owner, reflecting the Design-Builder's total cost for the Early Work GMP on an open book basis. The Early Work GMP in the Early Work Proposal shall include: a. The Design Builder's Fee Percentage, as defined in Section 6.2 of the Agreement. b. The Cost of the Work as defined in Section 6.3 of the Agreement. c. The Lump Sum General Conditions Costs as defined in Section 6.4.5 of the Agreement. d. If applicable, any Allowance established by the Parties pursuant to Section 6.4.1 of the Agreement e. Design Builder's Contingencies established pursuant to Section 6.4.4 of the Agreement. D. Guaranteed Maximum Price. 1. With the GMP Proposal, Design Builder shall prepare and submit the GMP Pricing to the Owner, in a format acceptable to the Owner, reflecting Design Builder's total cost for the Project on an open book basis. The GMP in the GMP Proposal shall include: a. Design Builder's Fee Percentage as defined in Section 6.2.2 of the Agreement. b. The Cost of the Work as defined in Section 6.3 of the Agreement c. The Lump Sum General Conditions Costs as defined in Section 6.4.5 of the Agreement. d. If applicable, any Allowance established by the Parties pursuant to Section 6.4.1 of the Agreement e. Design Builder's Contingencies established pursuant to Section 6.4.4 of the Agreement. 2. In support of the proposed GMP, Design Builder shall provide: a. A list of Early Work GMPs that were accepted by Owner b. A list of Not to Exceed Sums and the information required in Section 6.4.2 of the Agreement. c. A list of Lump Sums and the information required in Section 6.4.3 of the Agreement Page 116 © 2021 Thaxton Parkinson pllc Contract #24-159 City of Spokane Valley Cross Country Complex Progressive Design-Build Agreement Exhibit C Phase 1 and 2 Scope of Work d. A list of the assumptions and clarifications made by Design Builder in the preparation of the GMP to supplement the information contained in the Final Basis of Design Documents. e. All material changes from the Initial Basis of Design Documents and Design Builder's Proposal and the costs associated with such changes. E. Design Builder shall meet with the Owner to review the Early GMP Proposals and the GMP Proposal. In the event that the Owner has any comments relative to an Early GMP Proposal or the GMP Proposal or finds any inconsistencies or inaccuracies in the information presented, it shall give prompt written notice of such comments or findings to Design Builder, who shall make appropriate adjustments to the Early GMP Proposal and/or GMP Proposal, its basis, or both. The parties will work collaboratively to make adjustments in the Early GMP Scopes, Final Basis of Design Documents, Early GMP Schedule, Project Schedule, Early GMP or GMP to meet the Owner's objectives. 3.05 SUBCONTRACTOR PROCUREMENT PROCEDURE A. By the date set forth in Section 3.01.A herein, Design Builder shall submit for approval the Subcontractor Procurement Procedure as required in Section 2.8 of the General Conditions. 3.06 PROJECT SAFETY AND JOB SITE HAZARD ANALYSIS A. By the date set forth in Section 3.01A herein, Design Builder shall submit a Project Safety and Job Site Hazard Analysis for the activities associated with Phase 1. B. With each NTE Proposal, Design-Builder shall submit a Safety Plan and Job Site Hazard Analysis applicable to the NTE Scope. C. With GMP Proposal, Design Builder shall submit a Project Safety Plan with Job Site Hazard Analyses addressing all phases of the project after Phase 1. D. No field investigation or construction activities will be authorized without acceptance of safety plans as required for the Work. 3.07 PERMITTING STRATEGY PLAN: A. With the GMP Proposal, Design Builder shall provide a Permitting Strategy Plan detailing the process for obtaining the building and site development permits for various phases of the project. B. During Phase 1, Design Builder must meet with the applicable building officials and develop processes and time lines for plan check approvals. C. Design Builder shall coordinate with all authorities with jurisdiction over the Project for the approval of environmental mitigation Page 117 © 2021 Thaxton Parkinson plic Contract #24-159 City of Spokane Valley Cross Country Complex Progressive Design-Build Agreement Exhibit C Phase 1 and 2 Scope of Work measures. 3.08 QA/QC PLANS A. Prepare a Quality Management Plan (QMP) in accordance with the Contract requirements and submit it with the GMP Proposal. B. Design Quality Management Plan. 1. Design Quality Management Plan (DQMP): shall be developed in accordance with the requirements outlined in the Contract. 2. Design Quality Audits: Design Quality Assurance Manager shall audit all design packages for compliance with the requirements outlined in the DQMP. 3. Independent Technical Reviews: The Design Quality Assurance Manager will appoint appropriate technical staff to conduct Independent Technical Reviews of each design package. These reviews will occur concurrently with the Inter- Disciplinary Reviews and Constructability Reviews. C. Construction Quality Management Plan. 1. Construction Quality Management Plan (CQMP): shall be developed in accordance with the requirements outlined in the Contract. 3.09 CONTRACT CLOSEOUT PLAN A. With the GMP Proposal, Design Builder shall provide a Project Closeout Plan that integrates all aspects of project closeout proactively over the life of the project. The Closeout Plan will be a living document that will grow and expand as the design and construction progress. The Project Closeout Plan should include, but not be limited to mechanisms and procedures for: 1. Closeout provisions included in subcontract procurement documents 2. Phased completions and early subcontract closeouts 3. Commissioning 4. Warranties 5. Training 6. O&M Documentation 7. Record Documents 8. Cost Reconciliations 9. Permit and Regulatory Requirements Page 118 © 2021 Thaxton Parkinson pllc Contract #24-159 City of Spokane Valley Cross Country Complex Progressive Design-Build Agreement Exhibit C Phase 1 and 2 Scope of Work 3.10 DIFFERING SITE CONDITIONS REPORT A. With the GMP Proposal, Design Builder shall provide a report of all Differing Site Conditions as defined in Section 4.2 of the General Conditions of the Contract that are discovered during Phase 1. B. The Differing Site Conditions Report shall include the following information for each of the identified Differing Site Conditions identified in the Report. 1. The location of the Differing Site Condition; 2. A description of the Differing Site Condition that explains why it qualifies as a Differing Site Condition pursuant to Section 4.2 of the General Conditions; 3. The date the Differing Site Condition was discovered; 4. The impact of the Differing Site Condition on the Initial Basis of Design Documents, the Final Basis of Design Documents, and/or any Commercial Term, as applicable. 3.11 INCLUSION PLAN FOR DISADVANTAGED BUSINESSES AND SMALL BUSINESSES A. Disadvantaged Businesses means any business entity certified with the office of minority and women's business enterprises under RCW Chapter 39.19. B. Small Business means a small business as defined in RCW 39.26.010. C. With the GMP Proposal, Design Builder shall analyze the capabilities of Disadvantaged Businesses and Small Businesses and the projected manpower availability to determine and report on the percentage of the Work that such firms could reasonably be expected to perform during the Design, Preconstruction and Construction Phases of the Project. D. Based on this analysis, Design Builder shall prepare an Inclusion Plan, subject to the review and approval of the Owner. The approved Inclusion Plan shall be submitted to the Washington State Office of Minority and Women's Business Enterprises ("WA OMWBE") pursuant to RCW 39.10.320. E. As a minimum, the Inclusion Plan shall include: 1. A complete definition of the efforts to be taken on the part of Design Builder to tailor design, preconstruction services and Construction Packages so as to be capable of being performed by small, local and/or regional consultants, designers, and/or subcontractors. 2. A description of the formal outreach process to be used to communicate the requirements of the Work with the small, local and/or regional consultants, designers and/or subcontractors. Page 119 © 2021 Thaxton Parkinson pllc Contract #24-159 City of Spokane Valley Cross Country Complex Progressive Design-Build Agreement Exhibit C Phase 1 and 2 Scope of Work 3. The approach to procure consultants and subcontractors (e.g., open bid, prequalification, best-value, etc.) to maximize participation by Disadvantaged and Small Businesses. F. Design-Builder must track and report to the Owner and to the WA OMWBE its utilization of businesses certified by the WA OMWBE and businesses certified by the Washington State Department of Veterans Affairs. Page 120 © 2021 Thaxton Parkinson pllc Contract #24-159 City of Spokane Valley Cross Country Complex Progressive Design-Build Agreement Exhibit C Phase 1 and 2 Scope of Work Phase 2 Scope of Services PART 4 PHASE 2 Unless the parties agree otherwise in writing, this Section sets forth the Scope of Work, the Deliverables, and the execution activities for Phase 2. 4.01 PHASE 2 SCOPE A. Design Builder shall complete the design and construction services as set forth in the GMP Amendment and any approved Early GMPs. B. Design Builder shall provide the deliverables set forth in this Attachment during the course of Phase 2. Deliverables shall be provided in a format acceptable to the Owner and consistent with the requirements for Phase 1. 4.02 COMPLETION OF DESIGN A. Design Builder shall provide for an orderly and timely approval process by the Owner and third parties, document review comments from the Owner and third parties, and take appropriate action. B. The Owner will review and comment on the Construction Documents and other Design Submissions in a timely fashion. C. Design Builder shall submit a written response to the Owner's design review comments, describing the action taken for each comment. Design Builder shall, in a timely fashion, bring to the attention of the Owner areas where new technologies, such as BIM or Design-Build processes, may require modifications to these requirements. D. By submitting Design Submissions, including but not limited to the Construction Documents, Design Builder represents to the Owner that the Construction Documents may be constructed for the then current Commercial Terms and in accordance with the Initial Basis of Design Documents and the Final Basis of Design Documents. Notwithstanding the above, Design Builder may propose Designs, Plans or other Submissions that may alter a Commercial Term or the Initial Basis of Design Documents; however, with any such Design Submissions, Design Builder must provide notice pursuant to Article 10 of the General Conditions. The Construction Documents must be consistent with the Final Basis of Design Documents, approved Design Submissions and the Design Log, unless the Owner has consented to modify its Requirements in writing through a Change Order, Field Directive, or other written means allowed by the Contract Documents. 4.03 SCHEDULE OF VALUES AND COST MODEL A. The forecasting and development of accurate project cost estimates throughout each phase of the Project is vital to the Owner's financial management strategy. The Owner relies on the Design Builder to provide Page 121 © 2021 Thaxton Parkinson pllc Contract #24-159 City of Spokane Valley Cross Country Complex Progressive Design-Build Agreement Exhibit C Phase 1 and 2 Scope of Work and validate current and detailed cost estimates and forecasts that will be incorporated into the overall cost controls for the Owner. B. Unless modified by the parties in writing, on the schedule set forth in Section 3.01.B, Design Builder will continue to update estimates and forecasts in the format required above and provide data to the Owner to reflect real time information. Design Builder will provide all pricing, estimates and other data used to develop the Commercial Terms on an open and transparent basis. C. The Schedule of Values and Cost Model must be consistent with the GMP Amendment and the format required above, unless the parties have agreed on a Change to the terms set forth in the GMP Amendment pursuant to Article 10 of the General Conditions. 4.04 PROJECT SCHEDULE A. The forecasting and development of the project schedule, including but not limited to the project phasing and Schedule of Values, is a vital element of the Design Builder's ability to deliver this Project in a timely fashion. The Owner will rely on the Design Builder's scheduling information to coordinate with its Stakeholders, schedule activities in and around the Project, and manage its campus. B. Design Builder shall provide the Owner with updates to the project schedule on the schedule set forth in Section 3.01.B and in the format required above for a scheduled completion within the GMP established in the GMP Amendment. 4.05 CONSTRUCTION SERVICES A. Design-Builder shall provide Construction Services and complete the construction of the Project pursuant to the Contract Documents. B. Design-Builder shall not proceed with any Construction Services until Owner approves the applicable Construction Documents and all required permits are obtained. 4.06 COMMISSIONING, TESTING AND CLOSEOUT A. Design Builder shall provide commissioning, testing, and closeout of the Project pursuant to the Contract Documents. PART 5 PHASE 2 SUBMITTALS 5.01 SUBMITTALS A. PERIODIC SUBMITTALS 1. On a monthly basis and with each Application for Payment: a. Updates to the Project Schedule pursuant to Section 3.02. b. Updated Schedule of Values pursuant to Section 3.05. Page 122 © 2021 Thaxton Parkinson pllc Contract #24-159 City of Spokane Valley Cross Country Complex Progressive Design-Build Agreement Exhibit C Phase 1 and 2 Scope of Work 2. Pursuant to the Design Submittal Schedule established by the parties: a. Updated Design Submittals pursuant to Section 3.02. b. Updated project budget information pursuant to Section 3.05. A. MILESTONE SUBMITTALS. Design Builder shall provide the following Milestone Design Deliverable pursuant to the Project Schedule: 1. 100% NTE Construction Documents for review and approval by the Owner. 2. Design Builder shall not proceed with the project after submission of the 100% NTE Construction Documents until it receives the Owner's written approval. B. Design Builder shall provide such other deliverables as set forth in the Contract Documents to successfully complete the Project. Page 123 © 2021 Thaxton Parkinson pllc Contract #24-159 EXHIBIT D PHASE 1 LEVEL OF EFFORT CITY OF SPOKANE VALLEY CROSS COUNTRY COMPLEX Attached is the Phase 1 Scope of Work, pricing, and hourly rates as set forth in the August 7, 2024 letter from Walker Construction,which is incorporated into this Exhibit. Contract #24-159 17 WALKER CONSTRUCTION 08.07.2024 RE: CoSV Cross Country Complex— Preconstruction Validation Phase Efforts Mike Basinger, Thank you for selecting Walker Construction and SPVV as your design-build partner for the new Cross Country Complex project location at 2697 N. Flora Road. Spokane Valley, Washington. Together we have grown the design-build team to include Coffman Engineers, MMEC Architecture, Energized Electric and Copenhaver Construction. Please review below proposed validaiton period scope of work and corresponding fee. This scope of work and associated efforts is for 15 weeks or from notice of award on April 2, 2024 through review of the GMP package together on July 17, 2024. 1. Grow the Design-Build team through competitive RFP process for critical scopes of work to assist in site investigation, project approach options, scope, budget and schedule validation. 2. Perform site pothole excavations to assist in quantification of available topsoil. 3. Preliminary Site Plan, Irrigation and Landscaping Design for trade partner budgeting 4. Topographic survey of Flora Road, Railroad Crossing, Utility Structures and Manhole inverts 5. Preliminary grading/drainage, erosion/sediment control, site utilities and Flora Rd drawings 6. Clubhouse programing, SD, DD and Architectural Construction Documents 7. Overall Project Schedule and GMP Estimate. 8. Separate clubhouse schedule and budget as this scope is not currently part of the project budget but information is desired for funding requests. Walker Construction, Inc is providing a price to complete the scope of work described above and attached documents for$210,426. Hourly rates: Walker Construction: Project Executive/Principle - $160, Superintendent$125, Project Manager$125, Project Engineer/Assistant PM -$95 SPVV: Principle - $180, Landscape Architect- $150, Landscape Designer- $130, Irrigation Designer- $120, Landscape/Irrigaton Drafting $110, Landscape/Irrigation Clerical -$90 MMEC Architecture: Principle - $250, PM/Designer III - $150, PM/Designer II - $125, PM/Designer I -$105 Please feel free to contact me with any questions. Josh Chrisman Project Manager Walker Construction Inc. (509) 535-3354 jchrisman a(�walkerconstructioninc.com WalkerConstruction,Inc.IPOBox3901ISpokane,Washington99220I509.535.3354I509.534.1440 WALKER CONSTRUCTION INC. Contract #24-159 JOB NAME: CoSV Cross Country Complex BID DATE&TIME: Validation Effort Budget Thru GMP Package Submission WALKER CONSTRUCTION Section DESCRIPTION LABOR MATERIALS SUB TOTAL 1 Div 01 Permits-Excluded 0 0 0 0 2 Div 01 Sales Tax-Excluded 0 0 0 0 3 Div 01 Third Party Testing/Inspection-Excluded 0 0 0 0 4 Div 01 Rail Crossing-Land Easement Acquisition-Excluded 0 0 0 0 5 Div 01 Electrical Enginnering-None in Validation 0 0 0 0 6 Div 01 Coordination&Design Meetings 15,861 500 0 16,361 7 Div 01 Scheduling 5,000 0 0 5,000 8 Div 01 GMP Estimate 8,750 0 0 8,750 9 Div 01 Soil Pothole&Sample Testing 1,680 100 850 2,630 10 Div 01 SPVV-Pre-Construction&Validation 0 0 45,000 45,000 11 Div 01 MMEC-Pre-Construction&Validation 0 0 26,500 26,500 12 Div 01 Coffman-Pre-Construction&Validation 0 0 50,000 50,000 13 Div 01 Coffman-Topo Survey of Flora Road 0 0 6,200 6,200 14 Div 02 Copenhaver-Pre-Construction&Validation 0 0 15,000 15,000 15 Div 02 Copenhaver-Railway Crossing Permit Application-Allowance 0 0 13,000 13,000 16 Div 16 Energized Electric-Pre-Construction&Validation 0 0 4,800 4,800 17 0 0 0 0 18 0 0 0 0 19 0 0 0 0 SUBTOTAL 31,291 600 161,350 193,241 A. EXCAVATION 0 0 0 0 B. CONCRETE 0 0 0 0 C. FRAMING 0 0 0 0 D. MISCELLANEOUS 0 0 0 0 E. JOB SETUP 0 0 0 0 0 0 0 0 SUBCONTRACTORS 31,291 600 161,350 193,241 31,291 600 161,350 193,241 INSURANCE RATE 1.5% 1.5% 1.5% INSURANCE BURDEN 469.37 9.00 2,420.25 2,899 TOTAL 31,761 609 163,770 196,140.04 Perdiem PERDIEM - 196,140.04 CONTINGENCY 0% - 196,140.04 OH&P 6.00% 11,768.40 207,908.44 BOND 1.11% 2,517.79 TOTAL $210,426 Page 1 Contract #24-159 sP vl!1 LANDSCAPE ARCHITECTS June 5,2024 Mr. Josh Chrisman,DBI Project Manager Walker Construction Inc. RE: City of Spokane Valley Cross Country Draft Proposal. Good afternoon,Josh-- Thank you for the opportunity to prepare this proposal for the preparation of GMP and final design documents for the new cross country facility on Flora Road. Our attached scope of services is provided in`short form' format, for inclusion into your preferred format for a professional services agreement. With best regards, 4,gCoI2qft Thomas C. She President SPVV Landscape Architects 1908 W.Northwest Boulevard,Suite A I Spokane,WA 99205 I P:509.325.0511 I F:509.325.0557 I www.spvv.com Contract #24-159 PROJECT UNDERSTANDING AND SCOPE OF SERVICES We understand that the scope of work for this project includes the creation of preliminary and final design plans for the cross country course. Specific items include creation of the final course layout in accordance with NCAA standards and compliance with requirements of Spokane Sports; creation of plans for distance markers for the various events and coordination with electrical and civil for specific requirements for each of those items; preparation of the irrigation system design drawings, plans, specifications and bid package; preparation of the landscape plans,including a bid package for sod procurement and installation; coordination of landscape plans for the clubhouse and parking areas in compliance with City of Spokane Valley requirements; coordination of landscape treatments around the course and on the site related to stormwater erosion control and sedimentation, permanent landscape treatments for stormwater, and revegetation where needed due to construction activities. SPVV will also be preparing site furnishings and fencing documentation, including general site furnishings (benches, trash receptacles, drinking fountains, etc.), locations of future-phase elements including shelters, additional restrooms, play areas, etc.; coordination of infrastructure to serve those areas; and fencing and site access gates. SPVV Landscape Architects will serve as lead design consultant on the project,and will coordinate with MMEC Architects and Coffman Engineering on the design disciplines as well as construction trade partners for the life of the project. Work will be completed on an hourly time and expenses basis. PRE-CONSTRUCTION THROUGH GMP •Meet regularly with design and construction trade partners and with Owner representatives to refine design, assist in permitting,review alternatives and coordinate design and construction schedules. • Prepare design documentation for design consultants and trade partners to be used for initial design review, trade partner estimating and costing,including site clearing and staging plans,coordination with Civil for TESC documentation; assistance with SEPA documentation; first-phase site furnishings and fencing plans;first-phase irrigation and landscape plans; and trade-partner bid packages for irrigation, landscaping, fencing and site furnishings as needed. Provide information for trade-partner bid packages for coordination purposes with Civil for earthwork related to topsoil specifications,depths,compaction,and placement;coordination of under-course crossings for first-phase and later phase utilities,including sleeve locations,etc. • Review applicable building and zoning codes, project specific codes, covenants and restrictions, and utility availability. Deliverables:Preliminary site furnishings and fencing plans,preliminary site clearing plans,preliminary irrigation plans,details and specifications;preliminary landscape plans including quantities,details and specifications. Documentation for this package will be completed by the end of June,2024. FINAL DESIGN THROUGH CONSTRUCTION ADMINISTRATION • We will prepare Final Construction Documents for a single-phase construction effort that refines design drawings, details and specifications for final construction after approval of the GMP. Final construction documents will be prepared with input from the allied design consultants, Owner representatives and trade partners. •Anticipated deliverables will include final site clearing and staging plans,first-phase site furnishings and fencing plans;first-phase irrigation and landscape plans with sleeving and utility under crossings; final landscape plans; final details,specifications,notes and schedules. •Construction administration will include attendance at on-site and virtual construction meetings;responses to RFI's, review of submittals, general construction observation and inspections; attendance at irrigation pre- construction, regular construction observation, pressure testing and coverage tests; observation of general construction such as site furnishings, fencing, topsoiling and landscaping; preparation of observation reports, punch lists, and corrective actions;and observation of turf grow-in,irrigation system operation during grow in, preparation of CAD record drawings for irrigation,landscaping and site furnishings. 1908 W.Northwest Boulevard,Suite A I Spokane,WA 99205 I P:509.325.0511 I F:509.325.0557 I www.spvv.com Contract #24-159 Landscape Architect and its sub-consultants agrees to provide their professional services in accordance with generally accepted professional standards as mandated by the State of Washington. COMPENSATION AND PAYMENTS We propose to complete preliminary design work through the GMP on an hourly basis,not to exceed$45,000, representing approximately 225 staff hours at our standard hourly rates. For final design through construction administration,we propose a fee of$80,000,to be billed hourly. Estimated completion for this phase would be late Fall of 2025 (substantial completion of the course May 31, occupancy August 1; landscape maintenance and irrigation winterization complete by October 31,2025). Invoices will be prepared on a monthly basis, and will include the summary invoice from SPVV. The invoice will include SPVV's staff hours, standard billing rates and a description of work completed during the billing period. SPVV Standard hourly rates: Standard hourly rates: Principal $180 Landscape Architect $150 Landscape Designer $130 Irrigation Designer $120 Drafting $110 Clerical $90 •Reimbursable Expenses will be tracked and invoiced accordingly per the terms of the standard contract. Please contact me with any questions or comments at your convenience. 1908 W.Northwest Boulevard,Suite A I Spokane,WA 99205 I P:509.325.0511 I F:509.325.0557 I www.spvv.com Contract #24-159 m m Ec ARCHITECTURE • INTERIORS June 11, 2024 Josh Chrisman Project Manager Walker Construction Inc. jchrisman@walkerconstructioninc.com Re: City of Spokane Valley Cross Country Clubhouse Josh, We appreciate this opportunity to submit a proposal to provide design services and construction documents for the new Clubhouse at the Spokane Valley Cross Country Course. ASSUMPTIONS: • Project Scope— Design and construction documents for a 3,500 to 4,000 sq. ft. Clubhouse with restrooms, training room, meeting and hospitality space and storage for the future cross country events that will be hosted at the venue. • Project Schedule— Programming and Schematic Design (including basic plans and renderings)to be complete by mid-July. Depending on funding, could move into Design Development and Construction Documents (TBD) • Services Provided o Programming - Meet with all stakeholders to determine the programming for the proposed clubhouse. May include tours locally of similar facilities that have functions included. o Schematic Design - Provide Schematic Design of the clubhouse with program areas, and start massing ideas for constructability. o Design Development -Working with Structural, mechanical and electrical consultants, provide system designs for the clubhouse. o Construction Documents - Provide Construction Documents (drawings and specifications)for permitting and bidding. o Permitting and Bidding —Assist Walker and design team in the permitting and bidding process, answering questions, updating documents depending on City comments, etc. o Construction Administration —Provide CA services during construction, attending meetings, site walks, submittal reviews, answering construction related questions and assisting in final review. 1 North Monroe,Suite 200 • Spokane,Washington 99201 • 509-624-6800 • mmecarchitecture.com 7601 W.Clearwater Ave.,Suite 450 • Kennewick,Washington 99336 • 509-396-7278 • mmecarchitecture.com Contract #24-159 FEE PROPOSAL: We propose to provide the scope of work listed above to be billed hourly, but not to exceed the amount of$26,500 for the CoSV Cross Country Clubhouse. This fee includes Architectural Services only through Construction Documents. Permitting and Construction Administration will be billed hourly at the rates listed below as required by Walker or CoSV and are estimated for planning purposes only. • Programming and Schematic Design: $12,000 • Design Development and Construction Documents: $14,500 • Permitting and Bidding: $2,500 (estimated) • Construction Administration: $8,000 (estimated) **Any extra services not listed above will be invoiced at the billing rates listed below Architectural Billing Rates Principal Architect/Principal Interior Designer $250/hr. Project Manager/Interior Designer III $150/hr. Project Manager/Interior Designer II $125/hr. Project Manager/Interior Designer I $105/hr. Reimbursable Expenses: • Consulting Engineers - Invoice plus 10% Thanks again for the opportunity to provide these services for the CoSV Cross Country Clubhouse Sincerely, Boyd Lusarreta, AIA This letter may serve as an agreement for the project. With your approval, please sign below and return a copy to our office. Approved By Date Contract #24-159 ACOFFMAN ENGINEERS Short-form Contract/Quote — Project Validation, Preliminary Design, Survey, Design Finalization & Construction Assistance Civil Engineering & Survey Services PROJECT NAME: Spokane Valley Cross Country Course DATE: July 29, 2024 CLIENT: Walker Construction CONTACT PERSON: Josh Chrisman, Project Manager BILLING ADDRESS: 1800 E. Trent Ave, Spokane, WA 99202 E-MAIL: jhrisman(a�walkerconstructioninc.com PHONE: 509.535-3354 PROJECT LOCATION: N. Flora Rd, Spokane Valley, WA Project Validation, Preliminary Design, Survey, Design Finalization & PROJECT DESCRIPTION: Construction Assistance Civil Engineering & Survey Services Coffman Engineers will provide the following civil engineering and survey services for the above referenced project: 1. Project Validation & Preliminary Design • Create background drawing from AutoCAD files provided by the City of Spokane Valley(topo) and SPVV(site). • Prepare preliminary horizontal layout showing the cross-country course, curb, sidewalk, parking lot, access road, future buildings, etc. based on the pre-application meeting minutes. • Prepare preliminary grading and drainage plans. • Prepare preliminary utility plans. • Prepare preliminary details—as needed. • Prepare preliminary street widening layout for Flora Rd from the railroad tracks on the north to the end of the road on the south. PROJECT SCOPE: Includes street widening, curb, gutter, roadside swale, sidewalk and drainage design. • Design team coordination, attending meetings and coordination with various purveyors. 2. Topographic Survey (Complete) • Flora Road -starting at the south end of Flora Rd, road cross sections every 25' for the first approximately 550', then cross sections every 50' for the next approximately 450'. Cross sections will include edge of asphalt, fog line, centerline and road crown (if different than centerline)for both sides of the road. Ground shots along the east side of road that define the topography (i.e., if there is a ditch or shoulder, etc.) extending out a minimum distance of 60' from the centerline. • Railroad crossing—concrete in road and rails, crossing/signal arm locations. Locate rails approximately 100' beyond road edge (both directions)for accurate alignment for boring contractor. 221 N Wall Street.Suite 500 I Spokane.WA 99201 www.coffman.com Phone 509.328.2994 Contract #24-159 • Utility structures—all structures in Flora Road and along the east side (minimum) of Flora Road along the property frontage. Structures may include manholes, poles, guy wires, utility boxes, telephone pedestals, utility line markers, valves, fire hydrants, etc. • Manhole Inverts—for the manholes in Flora Road and along the north property line. • Water service—tie in the location of the 1"water service to the Central Pre-Mix building west of Flora Rd if Consolidated Irrigation District#19 can field locate and paint it on the ground. • Integrating the additional survey points into the existing drone survey so that there is only one background drawing with seamless contour lines. The existing surface will be updated with the new points. 3. Final Construction Documents a. Base Project: o Prepare site plans— including horizontal layout of the cross- country course, north access road, gravel bus lane, north driveway, trash enclosure and ADA parking. o Prepare grading and drainage plans -for elements identified on the site plans. Drainage includes providing culverts at the low spots in the course. No other drainage analysis or design is included. No drainage report will be provided. o Prepare temporary erosion and sediment control plans -as needed for the Base Project. o Prepare utility plans— including extending 8"water main in Flora Rd to the site, providing a water vault, irrigation meter and backflow, fire service with double check and stubs for future domestic water and fire water. Boring under the railroad tracks will be handled by the civil subcontractor and is not included in this design. o Prepare water plan and profile drawings -for the 8" public water line in Flora Rd. o Prepare details—site, drainage, erosion and sediment control, utility, ADA parking, signing, etc. o Prepare water system analysis as requested by Consolidated Irrigation District#19 to confirm the water line sizing to the site for domestic, irrigation and fire flow capabilities. b. Alt#1 —Off-Site Flora Road: o Finalize street widening plans for Flora Rd - including on curb and gutter, street parking, signing and striping, roadside swales and sidewalks. o Prepare drainage design and analysis for road drainage only. Swales will be installed between the curb and sidewalk from the railroad to the north driveway and between the back of sidewalk and the parking lot between the north and south driveways. No swales or drainage improvements will be installed south of the south driveway. Runoff will flow off the road and into the adjacent site. c. Alt#2— Parking Lot, Drainage and Fire Hydrants: o Prepare site plans— including horizontal layout of the parking lot, sidewalk, curb and gutter, signing and striping, www.coffman.com Contract #24-159 o Prepare grading and drainage plans—addressing on-site drainage for parking lot and helping the City of Spokane Valley to decrease the 100-year flow to the river. No formal drainage swales will be created. Runoff will be collected in the parking lot and discharged to the adjacent ravine. Berms and drywells will be installed in the ravine to help dispose of water. Disturbance to the ravine and existing vegetation will be minimized to the areas where berms and drywells are added. o Prepare drainage memo to include pipe sizing, inlet sizing and drywell sizing to dispose of the parking lot runoff and as much of the 100-year flow to the river as feasible. o Prepare utility plan —to extend the 8" water line to serve two (2) new fire hydrants located to the east of the parking lot east sidewalk. o Prepare details—as needed for site, drainage and utility designs. d. Alt#3— Domestic and Fire Water to Clubhouse and Restroom: o Prepare utility plans—extending domestic water(2")and fire water(6")to the clubhouse and domestic water(2")to the restroom building. The location of the ends of the water lines will be estimated. o Prepare plan and profile for the 6"fire water line to the clubhouse. e. Alt#4—Gravity Sewer to Clubhouse and Restroom: o Prepare plan and profile drawings—extending gravity sewer to the clubhouse and restroom buildings. f. Alt#5— Remaining Site Work: o Prepare site plans— including horizontal layout of the fire lane, food truck lane, turn around, curbs, gutter, sidewalk, parking, and plaza areas around the restroom, shelter and clubhouse buildings, signing and striping. o Prepare grading and drainage plans -for elements identified on the Alt#5 site plans. Drainage includes accounting for roof drainage from the buildings, paved surfaces and any runoff contributing to this area. Swales will be provided with drywells for disposal of surface runoff. Drywells are anticipated for direct disposal of roof runoff—locations will be estimated. o Prepare drainage report including narrative, calculations, and exhibits to account runoff contributing to this immediate area. Drywells will be designed for drainage disposal based on the results of geotechnical testing. o Prepare details—site, drainage, ADA parking, signing, etc. • Specifications will be included on the drawings. • Attend coordination meetings with the design team (assumes 10). • Respond to agency plan review comments. • Prepare issued for construction plan set. g. Construction Assistance: • Respond to Requests for Information (RFIs)—as needed. • Submittal review—as needed. www.coffman.com Contract #24-159 Assumptions: • Quantities and pricing to be developed by Walker and/or their trade partners. • Phasing and construction work provided by the City of Spokane Valley will be coordinated by Walker. Civil plans will be developed as described above. • Site retaining walls, stairs, seat walls, etc. are not anticipated or included. • SPVV will specify site furnishings, fencing, gates, mow strips, drinking fountains, course markers, etc. • Earthwork and sewer system analyses are not included. Connections to existing water and sewer systems are anticipated to have capacity. • Lift stations and booster pump stations are not included. • No utility services will be extended to the future recreation building at the far east end of the site. • No domestic water lines will be extended to the course drinking fountain locations. • Sewer service invert elevations at the future restroom and clubhouse buildings will be estimated. • Utility company, agency, permit, material testing, processing fees are not included. • Walker will handle all submittals, applications and permitting, including but not limited to grading, Construction Stormwater General Permit, NOI, etc. • Underground Injection Control (UIC)facilities will be registered by the City of Spokane Valley. • Special studies including traffic, SEPA, environmental impact statements, air quality, etc. are not included. • Pavement design and stormwater recommendations as provided by the Geotechnical Engineering Evaluation for the site will be followed. • Drywell disposal rates obtained from on-site geotechnical testing will be used. Drywells will be allowed to dispose of the full rate that was field tested. • Flora Road section will be center crowned, based on the existing centerline stripe, with curb and gutter, roadside swales, and sidewalk. On-street perpendicular parking will be installed between the two driveways. Surfacing shall be 4" HMA over 6" CSBC. • Construction inspection, materials testing, and drainage certification will be performed by the City or by another trade partner and are not included. • Alternates will not require additional temporary erosion and sediment control plans. All TESC work necessary for alternates will be handled by the contractor. Additional Services: • Significant changes to the layout as provided by SPVV on June 19, 2024, or redesign due to value engineering or constructability reviews. • Separate bids, alternate bids or early bid packages—other than as listed above. • Construction site visits or preparing punch lists/back checks. • Updating drawings to reflect contractor redlined record drawings. • Preparation of legal descriptions, exhibits or applications for work related to easements for storm, roads, utilities or other property consolidation. www.coffman.com Contract #24-159 • Design, coordination, permitting, etc. associated with installing the water line under the railroad tracks. Our work will show the water line extension from Flora Rd, but not the boring to get it under the tracks. Note: It is important to note that construction cost contingency is not included in the fee estimate and must be accounted for by the contractor or owner. The contractor or owner is expected to carry a reasonable contingency for unexpected site conditions, construction issues, and possible omissions, ambiguities or inconsistencies in the project plans and specifications, etc. The contingency reserve is to be used, as required, to pay for any such increased project costs. Engineering effort for these changes is the responsibility of the contractor or owner as long as they are within normal standard of care limits for design accuracy. $ 50,000— Project Validation & Preliminary Design $ 6,200—Topographic Survey $45,700— Base Project PROPOSED FEE: $ 18,700—ALT#1 —Off-Site Flora Rd (LUMP SUM) $ 17,000—ALT#2— Parking Lot, Drainage and Fire Hydrants $ 3,500—ALT#3 - Domestic and Fire Water to Clubhouse and Restroom $ 2,500—ALT#4— Gravity Sewer to Clubhouse and Restroom $ 17,400—ALT#5— Remaining Site Work PROPOSED FEE: $ 8,000 - Construction Assistance (T&E) TOTAL FEE: $ 169,000 SCHEDULED As soon as possible. COMPLETION: Acceptance of Proposal/Quote: I have read the above prices, specifications, and attached Agreement for Professional Services. Coffman Engineers, Inc. is authorized to commence work as specified. COFFMAN ENGINEERS INC. CLIENT AUTHORIZED SIGNATURE Date: Date: Note: Please sign original and return. www.coffman.com Contract #24-159 EXHIBIT E HOURLY RATES, UNIT PRICES,AND ALLOWANCE ITEMS CITY OF SPOKANE VALLEY CROSS COUNTRY COMPLEX Hourly rates are set forth in the August 7, 2024 letter from Walker Construction set forth in Exhibit D. Contract #24-159 EXHIBIT F FORM OF GMP AMENDMENT CITY OF SPOKANE VALLEY CROSS COUNTRY COMPLEX Unless the parties agree in writing otherwise, the GMP Amendment shall be in a substantially similar form as follow: 1. Pursuant to Section 6.6.1 of the Agreement, this GMP Amendment incorporates the following terms into the Agreement. To the extent any terms set forth in this GMP Amendment conflict with the Agreement, the terms in this GMP Amendment shall govern. 2. The Design-Builder has submitted to Owner the GMP Proposal pursuant to Section 6.6.1.6 of the Agreement. 3. The Owner has reviewed the GMP Proposal, the parties have reconciled the Owner's Comments pursuant to Section 6.6.1.6 of the Agreement, and the Owner has accepted the GMP Proposal as reconciled. The conformed, reconciled GMP Proposal is attached to this GMP Amendment at Exhibit A and is incorporated as if fully set forth herein. 4. The Owner has decided to exercise its option to enter into Phase 2 of the Agreement pursuant to Section 6.6.1.6.0 of the Agreement. 5. Consistent with the GMP Proposal, the parties hereby establish the following Commercial Terms: Guaranteed Maximum Price $ Cost of the Work $ Design-Builder's Fee Percentage $ Lump Sum General Conditions Costs $ Cost of the Work Contingency (Section 6.4.4.1.a) $ Design-Builder's Contingency (Section 6.4.4.1.b) $ Substantial Completion Date Final Completion Date 6. Other Commercial Terms are set forth pursuant to the following Exhibits: a. Allowances as set forth in Section 6.4.1 of the Agreement are set forth and described in Exhibit B to the GMP Amendment. b. Not to Exceed Sums as set forth in Section 6.4.2 of the Agreement are set forth and described in Exhibit C to the GMP Amendment. c. Lump Sums as set forth in Section 6.4.3 of the Agreement(with the exception of the Design-Builder's Lump Sum Fee set forth above)are set forth and described in Exhibit D to the GMP Amendment. d. Contingencies as set forth in Section 6.4.4 of the Agreement are set forth above and described in Exhibit E to the GMP Amendment. e. Design-Builder's Lump Sum General Conditions Costs as set forth in Section 6.4.5 of the Agreement are set forth above and described in Exhibit F to the GMP Amendment. f. Unit Prices and Hourly Rates as set forth in Section 6.5.6 of the Agreement are described in Exhibit G to the GMP Amendment. g. Liquidated Damages as provided in Section 5.4 —5.6 of the Agreement are $ per calendar day. Contract #24-159 EXHIBIT F FORM OF GMP AMENDMENT CITY OF SPOKANE VALLEY CROSS COUNTRY COMPLEX 7. Pursuant to Section 10.2 of the Agreement, Design-Builder shall provide a Payment and a Performance Bond pursuant to RCW Chapter 39.08 equal to one hundred percent (100%) of the amount of the Guaranteed Maximum Price set forth above. In executing this Amendment, Owner and Design-Builder each individually represents that it has the necessary financial resources to fulfill its obligations under this Amendment, and each has the necessary corporate approvals to execute this Amendment, and perform the services described herein. IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be executed on the date set forth below. CITY OF SPOKANE VALLEY WALKER CONSTRUCTION INC. By By Printed name Printed name Its City Manager Its Date: Date: PO Box 3901 Spokane, WA 99220 (509)535-3354 Contract #24-159 EXHIBIT G FORM OF EARLY WORK AMENDMENT CITY OF SPOKANE VALLEY CROSS COUNTRY COMPLEX Unless the parties agree in writing otherwise, each Early Work Amendment shall be in a substantially similar form as follow: Early Work Scope Package Title: • Early Work Number: 1. Pursuant to Section 6.6.1.5 of the Agreement, this Early Work Amendment incorporates the following terms into the Agreement. To the extent any terms set forth in this Early Work Amendment conflict with the Agreement, the terms in this Early Work Amendment shall govern. 2. The Design-Builder has submitted to Owner an Early Work Proposal pursuant to Section 6.6.1.4 of the Agreement. 3. The Owner has reviewed the Early Work Proposal for the Early Work Scope Package set forth above, the parties have reconciled the Owner's Comments pursuant to Section 6.6.1.4 of the Agreement, and the Owner has accepted the Early Work Proposal as reconciled. The conformed, reconciled Early Work Proposal is attached to this Early Work Amendment at Exhibit A and is incorporated as if fully set forth herein. Included in the Early Work Proposal are: a. The Early Work Scope. b. The Early Work Schedule. c. The Early Work Scope Safety Plan. d. An updated Schedule of Values incorporating the Early Work Scope. e. A list of assumptions and clarifications made by the Design-Builder in preparation of the Early Work Proposal. f. Other documents or exhibits determined by the Parties. 4. Consistent with the Early Work Proposal, the parties hereby establish the following Commercial Terms: Early Work GMP $ Cost of the Work $ Design-Builder's Fee Percentage $ • Lump Sum General Conditions Costs (if $ applicable) Cost of the Work Contingency(Section 6.4.4.1.a) $ Design-Builder's Contingency (Section 6.4.4.1.b) $ Early Work Completion Date 6. Other Commercial Terms are set forth pursuant to the following Exhibits: a. Allowances as set forth in Section 6.4.1 of the Agreement are set forth and described in Exhibit B to the Early Work Amendment. b. Lump Sums as set forth in Section 6.4.3 of the Agreement are set forth and described in Exhibit C to the Early Work Amendment. Contract #24-159 EXHIBIT G FORM OF EARLY WORK AMENDMENT CITY OF SPOKANE VALLEY CROSS COUNTRY COMPLEX d. Contingencies as set forth in Section 6.4.4 of the Agreement are set forth above and described in Exhibit D to the Early Work Amendment. e. Design-Builder's Lump Sum General Conditions Costs (if applicable as set forth in Section 6.4.5 of the Agreement are set forth above and described in Exhibit E to the Early Work Amendment. f. Unit Prices and Hourly Rates as set forth in Section 6.5.6 of the Agreement are described in Exhibit F to the Early Work Amendment. 7. Pursuant to Section 10.2 of the Agreement, Design-Builder shall increase its Payment and Performance Bonds pursuant to RCW Chapter 39.08 equal to one hundred percent(100%) of the amount of the Early Work GMP set forth above. In executing this Amendment, Owner and Design-Builder each individually represents that it has the necessary financial resources to fulfill its obligations under this Amendment, and each has the necessary corporate approvals to execute this Amendment, and perform the services described herein. IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be executed on the date set forth below. CITY OF SPOKANE VALLEY WALKER CONSTRUCTION, INC. By By Printed Name Printed Name Its City Manager Its Date: Date: PO Box 3901 Spokane, WA 99220 (509)535-3354 Contract #24-159 EXHIBIT G FORM OF EARLY WORK AMENDMENT CITY OF SPOKANE VALLEY CROSS COUNTRY COMPLEX Contract #24-159 EXHIBIT H CHANGE ORDER FORMS CITY OF SPOKANE VALLEY Phase 1 Contract Change Order City of Spokane Valley Walker Construction, Inc. Project Name: Spokane Valley Cross Country Complex Change Order#: COR# Description of Change Change in Change in Contract Time Phase 1 NTE Original Not to Exceed Amount $ Net change by previous authorized Change Orders $ Total net[check one] ❑ Increase/ ❑ Decrease in the NTE by this Change $ Order New total Phase 1 NTE including this Change Order $ The new Contract Time including this Change Order is: New Phase 1 Completion Date New Interim Milestone Dates: The changes in the Phase 1 Not to Exceed Amount and Contract Time identified in this Change Order include all costs and time extensions associated with performing the changes set forth herein. City of Spokane Valley Walker Construction, Inc. By: By: Signature Signature Printed Name Printed Name Title: Title: Date: Date: 4 Contract #24-159 EXHIBIT H CHANGE ORDER FORMS CITY OF SPOKANE VALLEY Phase 2 Contract Change Order City of Spokane Valley Walker Construction, Inc. Project Name: Spokane Valley Cross Country Complex Change Order#: COR# Description of Change Change in Change in Contract Time GMP Original Guaranteed Maximum Price $ Net change by previous authorized Change Orders $ Total net[check one] ❑ Increase/ ❑Decrease in the GMP by this Change $ Order New Guaranteed Maximum Price including this Change Order $ The new Contract Time including this Change Order is: New Scheduled Substantial Completion Date New Scheduled Interim Milestone Dates: New Final Completion Date The changes in the GMP and Contract Time identified in this Change Order include all costs and time extensions associated with performing the changes set forth herein. City of Spokane Valley Walker Construction, Inc. By: By: Signature Signature Printed Name Printed Name Title: Title: Date: Date: