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HomeMy WebLinkAbout20-135.04WidenerAssociatesPinesRdGradeSeparationCONTRACT AMENDMENT TO THE AGREEMENT BETWEEN THE CITY OF SPOKANE VALLEY AND Spokane Valley Contract 420-135.04 For good and valuable consideration, the legal sufficiency of which is hereby acknowledged, City and Cowling & Company, LLC. dba. Widener & Associates mutually agree as follows: 1. Purpose: This Amendment is for the Contract for environmental engineering services by and between the Parties, executed by the Parties on August 24, 2020, and which terminates on December 31, 2025. Said contract is referred to as the "Original Contract" and its terms are hereby incorporated by reference. 2. Oriainal Contract Provisions: The Parties agree to continue to abide by those terms and conditions of the Original Contract and any amendments thereto which are not specifically modified by this Amendment. 3. Amendment Provisions: The Original Contract is subject to the following amended provisions, which are either as follows, or attached hereto as Appendix "A". All such amended provisions are hereby incorporated by reference herein and shall control over any conflicting provisions of the Original Contract, including any previous amendments thereto. The contract termination date is extended to December 31, 2026. Exhibits A and B of the Original Contract are hereby revised to include the terms listed in Appendix "A" hereto. 4. Compensation Amendment History: This is Amendment #4 of the Original Contract. The history of amendments to the compensation on the Original Contract and all amendments is as follows: Date Compensation Original Contract Amount August 24, 2020 $ 86,676.40 Amendment #1 July 21, 2022 $ 80,339.80 Amendment #2 December 29, 2023 $ 0.00 Amendment #3 December 17, 2024 $ 0.00 Amendment #4 to be executed $ 0.00 Total Amended Compensation $167,016.20 The parties have executed this Amendment to the Original Contract this f s T day of December, 2025. CITY OF SPOKANE VALLEY: COWLING & COMPANY DBA WIDENER & ASSOCIATES: JnAA- Jo Hohman : Jordan Widener City Manager Its: President APPENDIX "A" I. Exhibit A — Assurance of Compliance with Applicable Federal Law is amended to include the following language: 9.1 Compliance with provisions of Rebuilding America's Infrastructure with Sustainability and Equity grant program ("RAISE Grant"): Attached hereto are the terms of the 2022 Raise Grant. Consultant agrees to comply with all provisions applicable to the City's consultants or subconsultants therein. All of the 2022 RAISE Grant provisions applicable to City's consultants and subconsultants are hereby incorporated by reference herein. 13. Provisions Required by 2 CFR Part.200, Appendix II: Consultant is subject all provisions identified in Appendix II to 2 CFR Part 200. Such provisions that are not otherwise identified in the Agreement or this exhibit are identified below: a. Equal Employment Opportunity. During the performance of this Agreement, Consultant agrees as follows: (1) Consultant will not discriminate against any employee or applicant for employment because of race, color, religion, sex, sexual orientation, gender identity, or national origin. Consultant will take affirmative action to ensure that applicants are employed, and that employees are treated during employment without regard to their race, color, religion, sex, sexual orientation, gender identity, or national origin. Such action shall include, but not be limited to the following: employment, upgrading, demotion, or transfer; recruitment or recruitment advertising; layoff or termination; rates of pay or other forms of compensation; and selection for training, including apprenticeship. Consultant agrees.to post in conspicuous places, available to employees and applicants for employment, notices to be provided setting forth the provisions of this nondiscrimination clause. (2) Consultant will, in all solicitations or advertisements for employees placed by or on behalf of Consultant, state that all qualified applicants will receive consideration for employment without regard to race, color, religion, sex, sexual orientation, gender identity, or national origin. (3) Consultant will not discharge or in any other manner discriminate against any employee or applicant for employment because such employee or applicant has inquired about, discussed, or disclosed the compensation of the employee or applicant or another employee or applicant. This provision shall not apply to instances in which an employee who has access to the compensation information of other employees or applicants as a part of such employee's essential job functions discloses the compensation of such other employees or applicants to individuals who do not otherwise have access to such information, unless such disclosure is in response to a formal complaint or charge, in furtherance of an investigation, proceeding, hearing, or action, including an investigation conducted by the employer, or is consistent with Consultant's legal duty to furnish information. (4) Consultant will send to each labor union or representative of workers with which it has a collective bargaining agreement or other contract or understanding, a notice advising said labor union or workers' representatives of Consultant's commitments under this section, and shall post copies of the notice in conspicuous places available to employees and applicants for employment. (5) Consultant will comply with all provisions of Executive Order 11246 of September 24, 1965, and of the rules, regulations, and relevant orders of the Secretary of Labor. (6) Consultant will furnish all information and reports required by Executive Order 11246 of September 24, 1965, and by rules, regulations, and orders of the Secretary of Labor, or pursuant thereto, and will permit access to his books, records, and accounts by the administering agency and the Secretary of Labor for purposes of investigation to ascertain compliance with such rules, regulations, and orders. (7) In the event of Consultant's noncompliance with the nondiscrimination clauses of this contract or with any of the said rules, regulations, or orders, this contract may be canceled, terminated, or suspended in whole or in part and Consultant may be declared ineligible for further Government contracts or federally assisted construction contracts in accordance with procedures authorized in Executive Order 11246 of September 24, 1965, and such other sanctions may be imposed and remedies invoked as provided in Executive Order 11246 of September 24, 1965, or by rule, regulation, or order of the Secretary of Labor, or as otherwise provided by law. (8) Consultant will include the portion of the sentence immediately preceding paragraph (1) and the provisions of paragraphs (1) through (8) in every subcontract or purchase order unless exempted by rules, regulations, or orders of the Secretary of Labor issued pursuant to section 204 of Executive Order 11246 of September 24, 1965, so that such provisions will be binding upon each subcontractor or vendor. Consultant will take such action with respect to any subcontract or purchase order as the administering agency may direct as a means of enforcing such provisions, including sanctions for noncompliance. Provided, however, that in the event a contractor becomes involved in, or is threatened with, litigation with a subcontractor or vendor as a result of such direction by the administering agency, Consultant may request the United States to enter into such litigation to protect the interests of the United States. b. Copeland "Anti -Kickback" Act. Consultant shall comply with 40 U.S.C. 3145 as supplemented by 29 C.F.R. Part 3. Consultant acknowledges that it is prohibited from inducing, by any means, any person employed in the construction, completion, or repair of public work, to give up any part of the compensation to which he or she is otherwise entitled. Consultant agrees to timely report all suspected or reported violations to the LOCAL AGENCY. c. Contract Work Hours and Safety Standards Act. Consultant shall comply with 40 U.S.C. 3701-3708 to the extent applicable. d. Compliance with Environmental Law. Consultant shall comply with all applicable provisions of the Clean Air Act (42 U.S.C. 7401-7671q.) and the Federal Water Pollution Control Act (33 U.S.C. 1251-1387), as amended. e. Byrd Anti -Lobbying Amendment. Consultant certifies that it has not and will not use Federal appropriated funds to pay any person or organization for influencing or attempting to influence an officer or employee of any agency, a member of Congress, officer or employee of Congress, or an employee of a member of Congress in connection with obtaining any Federal contract, grant or any other award covered by 31 U.S.C. 1352. Consultant must disclose any lobbying using non -Federal funds that takes place in connection with obtaining any Federal award. f. Procurement of Recovered Material. To the extent applicable to the work identified in the Agreement, Consultant shall comply with 2 CFR § 200.323. g. Prohibition on Video Surveillance Equipment from Certain Foreign Entities. To the extent applicable to the work identified in the Agreement, Consultant shall comply with 2 CFR § 200.216. 14. Prohibition on Contracting with Entities With Delinquent Tax Liability or a Felony Conviction Under Federal Law: a. By signing the Agreement, Consultant certifies that Consultant (i) does not have any unpaid Federal tax liability that has been assessed, for which all judicial and administrative remedies have been exhausted or have lapsed, (ii) does not have any unpaid Federal tax liability that is not being paid in a timely manner pursuant to an agreement with the authority responsible for collecting the tax liability; and (iii) was not convicted of a felony criminal violation under any Federal law within the preceding 24 months. b. If Consultant has such an unpaid Federal tax liability or Federal felony conviction that was not previously disclosed, then it must immediately notify the LOCAL AGENCY of the same in writing. 4 c. In all contracts entered into by Consultant with third parties in connection with this agreement, Consultant shall require the third party to provide the same certification identified in paragraph 14(a) herein. Before entering into such an agreement with any third party, Consultant shall check the System for Award Management "SAM") at http://www.sam.gov/ for an entry describing that entity. d. If a third party entering into a contract with Consultant that is connected to this Agreement cannot make the certification in paragraph 14(a) herein, then Consultant shall not enter into the contract or continue performance under the contract with the third party unless the USDOT has determined in writing that suspension or debarment of that entity are not necessary to protect the interests of the Government. e. If, after having entered into a contract with a third parry, Consultant learns the third party has a delinquent Federal tax liability or Federal felony conviction, then Consultant must (i) immediately notify the LOCAL AGENCY in writing, and (ii) shall not continue performing under the contract unless the USDOT has determined in writing that suspension or debarment of that entity are not necessary to protect the interests of the Government. f. If Consultant enters into agreements with others to provide goods or services in connection with the work identified in the Agreement, then all such agreements shall require the SAM check in paragraph 14(c), certifications in paragraph 14(a), as well as the prohibitions and required notifications identified in paragraphs 14(d) and (e) herein. 15. Text Messaging While Driving: a. Workplace Safety. In accordance with Executive Order 13513, Federal Leadership on Reducing Text Messaging While Driving (Oct. 1, 2009) and DOT Order 3902.10, Text Messaging While Driving (Dec. 30, 2009), the Consultant is encouraged to: 1. Adopt and enforce workplace safety policies to decrease crashes caused by distracted drivers including policies to ban text messaging while driving (i) company -owned or -rented vehicles or Government -owned, leased or rented vehicles; or (ii) privately -owned vehicles when on official Government business or when performing any work for or on behalf of the Government. 2. Conduct workplace safety initiatives in a manner commensurate with the size of the business, such as (i) establishment of new rules and programs or re- evaluation of existing programs to prohibit text messaging while driving; and (ii) education, awareness, and other outreach to employees about the safety risks associated with texting while driving. b. Contracts. To the extent permitted by law, the Consultant shall insert the substance of this paragraph 17, including subparagraph (b), in all contracts with third parties to supply goods or services to complete the work identified in this Agreement. This paragraph 17(b) does not apply to contracts for the acquisition of commercially available off -the -shelf items. 16. Prohibition on Providing Funds to the Enemy: a. Consultant must: 1. Exercise due diligence to ensure that none of the funds, including supplies and services, received under this agreement are provided directly or indirectly (including through subcontracts) to a person or entity who is actively opposing the United States or coalition forces involved in a contingency operation in which members of the Armed Forces are actively engaged in hostilities, which must be completed through 2 CFR 180.300 prior to entering into a contract; and 2. Terminate or void in whole or in part any contract with a person or entity listed is SAM as a prohibited or restricted source pursuant to subtitle E of Title VIII of the NDAA for FY 2015, unless the Federal awarding agency provides written approval to continue the contract. b. Consultant may include the substance of this clause, including paragraph (a) of this clause, in contracts under this Agreement that have an estimated value over $50,000 and will be performed outside the United States, including its outlying areas. c. The Federal Railroad Administration (FRA) has the authority to terminate or void this Agreement, in whole or in part, if the FRA becomes aware that Consultant failed to exercise due diligence as required by paragraph 16(a) herein or if the FRA becomes aware that any funds received from the Federal government for work identified in the Agreement have been provided directly or indirectly to a person or entity who is actively opposing coalition forces involved in a contingency operation in which members of the Armed Forces are actively engaged in hostilities. II. The Scope of Services, (Exhibit B) of the Original Contract, is hereby amended to include the following additional tasks and/or services: Task 1.7 is expanded to include coordination and grant reporting with the Federal Railroad Administration (FRA) for compliance with the Rebuilding America's Infrastructure with Sustainability and Equity (RAISE) grant program. For clarity, all items listed under Task 1.7 due to the FRA for compliance with the Consolidated Rail Infrastructure and Safety Improvements (CRISI) grant program, are also due to the FRA, as applicable, for compliance with the Rebuilding America's Infrastructure with Sustainability and Equity grant program. U.S. DEPARTMENT OF TRANSPORTATION GENERAL TERMS AND CONDITIONS UNDER THE FISCAL YEAR 2022 REBUILDING AMERICAN INFRASTRUCTURE WITH SUSTAINABILITY AND EQUITY (RAISE) GRANT PROGRAM: FRA PROJECTS Revision date: March 1, 2023 1 of 2 Table of Contents Article1 Purpose............................................................................................................................. 6 1.1 Purpose.............................................................................................................................6 Article2 USDOT Role.................................................................................................................... 6 2.1 Division of USDOT Responsibilities............................................................................... 6 2.2 USDOT Program Contacts............................................................................................... 7 Article3 Recipient Role.................................................................................................................. 7 3.1 Statements on the Project................................................................................................. 7 3.2 Statements on Authority and Capacity............................................................................. 7 3.3 USDOT Reliance.............................................................................................................. 8 3.4 Project Delivery ................................................................................................................ 8 3.5 Rights and Powers Affecting the Project......................................................................... 8 3.6 Notification of Changes to Key Personnel....................................................................... 8 Article 4 Award Amount, Obligation, and Time Periods............................................................... 9 4.1 Federal Award Amount.................................................................................................... 9 4.2 Federal Funding Source................................................................................................... 9 4.3 Federal Obligations..........................................................................................................9 4.4 Budget Period................................................................................................................... 9 4.5 Period of Performance...................................................................................................... 9 Article 5 Statement of Work, Schedule, and Budget Changes....................................................... 9 5.1 Notification Requirement................................................................................................. 9 5.2 Scope and Statement of Work Changes......................................................................... 10 5.3 Schedule Changes.......................................................................................................... 10 5.4 Budget Changes.............................................................................................................. 10 5.5 USDOT Acceptance of Changes.................................................................................... 11 Article 6 General Reporting Terms............................................................................................... 11 6.1 Report Submission......................................................................................................... 11 6.2 Alternative Reporting Methods...................................................................................... 12 6.3 Paperwork Reduction Act Notice................................................................................... 12 Article 7 Progress and Financial Reporting.................................................................................. 12 7.1 Quarterly Project Progress Reports and Recertification............................................... 12 7.2 Final Progress Reports and Financial Information......................................................... 12 Article 8 Performance Reporting.................................................................................................. 13 8.1 Baseline Performance Measurement.............................................................................. 13 8.2 Post -construction Performance Measurement................................................................ 13 8.3 Project Outcomes Report ............................................................................................... 14 Article 9 Noncompliance and Remedies....................................................................................... 14 9.1 Noncompliance Determinations..................................................................................... 14 9.2 Remedies........................................................................................................................15 9.3 Other Oversight Entities................................................................................................. 15 Article 10 Agreement Termination............................................................................................... 16 10.1 USDOT Termination...................................................................................................... 16 10.2 Closeout Termination..................................................................................................... 16 10.3 Post -Termination Adjustments....................................................................................... 16 10.4 Non -Terminating Events................................................................................................ 17 10.5 Other Remedies.............................................................................................................. 17 2 of 3 Article 11 Monitoring, Financial Management, Controls, and Records ....................................... 17 11.1 Recipient Monitoring and Record Retention................................................................. 17 11.2 Financial Records and Audits........................................................................................ 17 11.3 Internal Controls............................................................................................................. 18 11.4 USDOT Record Access.................................................................................................. 18 Article 12 Contracting and Subawards......................................................................................... 18 12.1 Minimum Wage Rates.................................................................................................... 18 12.2 Buy America.................................................................................................................. 18 12.3 Small and Disadvantaged Business Requirements......................................................... 19 12.4 Engineering and Design Services................................................................................... 19 12.5 Foreign Market Restrictions........................................................................................... 19 12.6 Prohibition on Certain Telecommunications and Video Surveillance Services or Equipment.................................................................................................................. 19 12.7 Pass -through Entity Responsibilities.....................................................0........................ 19 12.8 Subaward and Contract Authorization........................................................................... 19 Article 13 Costs, Payments, and Unexpended Funds................................................................... 19 13.1 Limitation of Federal Award Amount............................................................................ 19 13.2 Projects Costs................................................................................................................. 19 13.3 Timing of Project Costs.................................................................................................. 20 13.4 Recipient Recovery of Federal Funds............................................................................ 20 13.5 Unexpended Federal Funds............................................................................................ 20 13.6 Timing of Payments to the Recipient..........................................................0.................. 20 13.7 Payment Method............................................................................................................ 20 13.8 Information Supporting Expenditures... ......................................................................... 20 13.9 Reimbursement Request Timing Frequency.................................................................. 21 Article 14 Liquidation, Adjustments, and Funds Availability...................................................... 21 14.1 Liquidation of Recipient Obligations............................................................................. 21 14.2 Funds Cancellation......................................................................................................... 21 Article 15 Agreement Modifications............................................................................................ 21 15.1 Bilateral Modifications................................................................................................... 21 15.2 Unilateral Contact Modifications................................................................................... 22 15.3 USDOT Unilateral Modifications.................................................................................. 22 15.4 Other Modifications....................................................................................................... 22 Article 16 Climate Change and Environmental Justice................................................................ 22 16.1 Climate Change and Environmental Justice................................................................... 22 Article 17 Racial Equity and Barriers to Opportunity.................................................................. 22 17.1 Racial Equity and Barriers to Opportunity..................................................................... 22 Article18 Labor and Work........................................................................................................... 23 18.1 Labor and Work............................................................................................................. 23 Article 19 Federal Financial Assistance, Administrative, and National Policy Requirements .... 23 19.1 Uniform Administrative Requirements for Federal Awards .......................................... 23 19.2 Federal Law and Public Policy Requirements............................................................... 23 19.3 Federal Freedom of Information Act............................................................................. 23 19.4 History of Performance.................................................................................................. 23 19.5 Whistleblower Protection............................................................................................... 23 19.6 External Award Terms and Obligations......................................................................... 24 3 of 4 19.7 Incorporated Certifications............................................................................................. 24 Article20 Assignment.................................................................................................................. 24 20.1 Assignment Prohibited................................................................................................... 24 Article21 Waiver.......................................................................................................................... 25 21.1 Waivers...........................................................................................................................25 Article 22 Additional Terms and Conditions................................................................................ 25 22.1 Effect of Urban or Rural Designation............................................................................ 25 22.2 Effect of Historically Disadvantaged Community or Area of Persistent Poverty Designation................................................................................................................ 25 22.3 Disclaimer of Federal Liability...................................................................................... 25 22.4 Relocation and Real Property Acquisition..................................................................... 25 22.5 Equipment Disposition................................................................................................... 26 22.6 Environmental Review................................................................................................... 26 22.7 Project Maintenance Requirement................................................................................. 27 Article 23 Mandatory Award Information.................................................................................... 27 23.1 Information Contained in a Federal Award.................................................................... 27 23.2 Federal Award Identification Number........................................................................... 28 23.3 Recipient's Unique Entity Identifier.............................................................................. 28 Article 24 Construction and Definitions....................................................................................... 28 24.1 Schedules........................................................................................................................28 24.2 Exhibits...........................................................................................................................28 24.3 Construction...................................................................................................................28 24.4 Integration...................................................................................................................... 29 24.5 Definitions ......................................................................................................................29 Article 25 Agreement Execution and Effective Date................................................................... 29 25.1 Counterparts...................................................................................................................29 25.2 Effective Date................................................................................................................. 30 4of5 Index of Defuutions Administering Operating Administration....................................................................................... 7 Environmental Review Entity....................................................................................................... 26 FederalShare................................................................................................................................ 11 FRA................................................................................................................................................. 7 General Terms and Conditions..................................................................................................... 29 NOFO.............................................................................................................................................. 6 OMB............................................................................................................................................. 12 ProgramStatute............................................................................................................................. 29 Project........................................................................................................................................... 29 ProjectCloseout............................................................................................................................ 16 ProjectCost Savings..................................................................................................................... 11 RAISEGrant................................................................................................................................. 29 Recipient....................................................................................................Project-Specific Recitals TechnicalApplication................................................................................................................... 29 USDOT........................................................................................................................................... 6 5 of 6 GENERAL TERMS AND CONDITIONS The Infrastructure Investment and Jobs Act, Pub. L. No. 117-58 (Nov. 15, 2021), and the Consolidated Appropriations Act, 2022, Pub. L. No. 117-103 (Mar. 15, 2022) appropriated funds to the United States Department of Transportation (the "USDOT") for fiscal year 2022 under the heading "National Infrastructure Investments." The funds are available to carry out 49 U.S.C. 6702 by providing Federal financial assistance for surface transportation infrastructure projects that will have a significant local or regional impact. The USDOT program administering those funds is the RAISE grant program. On January 14, 2022, the USDOT posted a funding opportunity at Grants.gov with funding opportunity title "FY 2022 National Infrastructure Investments" and funding opportunity number DTOS59-22-RA-RAISE. The notice of funding opportunity posted at Grants.gov, as amended on March 22, 2022, (the "NOFO") solicited applications for Federal financial assistance under the fiscal year 2022 RAISE grant program. On August 11, 2022, the USDOT announced application selections under the NOFO. These general terms and conditions are incorporated by reference in a project -specific agreement under the fiscal year 2022 RAISE grant program. The term "Recipient" is defined in the project -specific portion of the agreement. The project -specific portion of the agreement includes schedules A through J. The project -specific portion of the agreement may include special terms and conditions in project -specific articles. ARTICLE 1 PURPOSE 1.1 Purpose. The purpose of this award is to fund an eligible project that will have a significant local or regional impact and improve transportation infrastructure. The parties will accomplish that purpose by achieving the following objectives: (1) timely completing the Project; and (2) ensuring that this award does not substitute for non -Federal investment in the Project, except as proposed in the Technical Application, as modified by schedule D. ARTICLE 2 USDOT ROLE 2.1 Division of USDOT Responsibilities. (a) The Office of the Secretary of Transportation is responsible for the USDOT's overall administration of the RAISE grant program, the approval of this agreement, and any modifications to this agreement under section 15.1. 6 of 7 (b) The Federal Railroad Administration (the "FRA") will administer this agreement on behalf of the USDOT. In this agreement, the "Administering Operating Administration" means the FRA. 2.2 USDOT Program Contacts. FRA Office of Infrastructure Investment Federal Railroad Administration 1200 New Jersey Ave, SE Washington, DC 20590 (202) 493-6381 FRA-Grants(a)dot. gov and OST RAISE Grants Coordinator United States Department of Transportation Office of the Secretary 1200 New Jersey Avenue SE Room W84-227 Washington, DC 20590 (202) 366-8914 RAISEGrants(adot. gov ARTICLE 3 RECIPIENT ROLE 3.1 Statements on the Project. The Recipient states that: (1) all material statements of fact in the Technical Application were accurate when that application was submitted; and (2) schedule E documents all material changes in the information contained in that application. 3.2 Statements on Authority and Capacity. The Recipient states that: (1) it has the authority to receive Federal financial assistance under this agreement; (2) it has the legal authority to complete the Project; (3) it has the capacity, including institutional, managerial, and financial capacity, to comply with its obligations under this agreement; 7 of 8 (4) not less than the difference between the total eligible project costs listed in section 3 of schedule D and the RAISE Grant Amount listed in section 1 of schedule D is committed to fund the Project; (5) it has sufficient funds available to ensure that infrastructure completed or improved under this agreement will be operated and maintained in compliance with this agreement and applicable Federal law; and (6) the individual executing this agreement on behalf of the Recipient has authority to enter this agreement and make the statements in this article 3 and in section 19.7 on behalf of the Recipient. 3.3 USDOT Reliance. The Recipient acknowledges that: (1) the USDOT relied on statements of fact in the Technical Application to select the Project to receive this award; (2) the USDOT relied on statements of fact in both the Technical Application and this agreement to determine that the Recipient and the Project are eligible under the terms of the NOFO; (3) the USDOT relied on statements of fact in both the Technical Application and this agreement to establish the terms of this agreement; and (4) the USDOT's selection of the Project to receive this award prevented awards under the NOFO to other eligible applicants. 3.4 Project Delivery. (a) The Recipient shall complete the Project under the terms of this agreement. (b) The Recipient shall ensure that the Project is financed, constructed, operated, and maintained in accordance with all Federal laws, regulations, and policies that are applicable to projects of the Administering Operating Administration. 3.5 Rights and Powers Affecting the Project. (a) The Recipient shall not take or permit any action that deprive it of any rights or powers necessary to the Recipient's performance under this agreement without written approval of the USDOT. (b) The Recipient shall act promptly, in a manner acceptable to the USDOT, to acquire, extinguish, or modify any outstanding rights or claims of right of others that would interfere with the Recipient's performance under this agreement. 3.6 Notification of Changes to Key Personnel. The Recipient shall notify all USDOT representatives who are identified in section 5 of schedule A in writing within 30 r-M9 calendar days of any change in key personnel who are identified in section 4 of schedule A. ARTICLE 4 AWARD AMOUNT, OBLIGATION, AND TIME PERIODS 4.1 Federal Award Amount. The USDOT hereby awards a RAISE Grant to the Recipient in the amount listed in section 1 of schedule D as the RAISE Grant Amount. 4.2 Federal Funding Source. (a) If section 4 of schedule F identifies the Funding Act as "IIJA," then the RAISE Grant is from RAISE grant program funding that was appropriated in division J of the Infrastructure Investment and Jobs Act, Pub. L. No. 117-58 (Nov. 15, 2021). (b) If section 4 of schedule F identifies the Funding Act as "FY2022," then the RAISE Grant is from RAISE grant program funding that was appropriated in the Consolidated Appropriations Act, 2022, Pub. L. No. 117-103 (Mar. 15, 2022). (c) If section 4 of schedule F contains a table that lists separate amounts for "IIJA" and "FY2022," then the amount listed for "IIJA" is from RAISE grant program funding that was appropriated in division J of the Infrastructure Investment and Jobs Act, Pub. L. No. 117-58 (Nov. 15, 2021) and the amount listed for "FY2022" is from RAISE grant program funding that was appropriated in the Consolidated Appropriations Act, 2022, Pub. L. No. 117-103 (Mar. 15, 2022). 4.3 Federal Obligations. This agreement obligates for the budget period the amount listed in section 1 of schedule D as the RAISE Grant Amount. 4.4 Budget Period. The budget period for this award begins on the date of this agreement and ends on the budget period end date that is listed as the "Federal Funding Period" in ¶ 5 on the agreement cover sheet. In this agreement, "budget period" is used as defined at 2 C.F.R. 200.1. 4.5 Period of Performance. The period of performance for this award is listed as the "Project Performance Period" in ¶ 4 on the agreement cover sheet. In this agreement, "period of performance" is used as defined at 2 C.F.R. 200.1. ARTICLE 5 STATEMENT OF WORK, SCHEDULE, AND BUDGET CHANGES 5.1 Notification Requirement. The Recipient shall notify all USDOT representatives who are identified in section 5 of schedule A in writing within 30 calendar days of any change in circumstances or commitments that adversely affect the Recipient's plan to complete 9of10 the Project. In that notification, the Recipient shall describe the change and what actions the Recipient has taken or plans to take to ensure completion of the Project. This notification requirement under this section 5.1 is separate from any requirements under this article 5 that the Recipient request modification of this agreement. 5.2 Scope and Statement of Work Changes. If the Project's activities differ from the activities described in schedule B, then the Recipient shall request a modification of this agreement to update schedule B. 5.3 Schedule Changes. If one or more of the following conditions are satisfied, then the Recipient shall request a modification of this agreement to update schedule C: (1) a completion date for the Project or a component of the Project is listed in section 2 of schedule C and the Recipient's estimate for that milestone changes to a date that is more than six months after the date listed in section 2 of schedule Q. (2) a schedule change would require the budget period to continue after the end of the budget period defined in section 4.4; or (3) a schedule change would require the period of performance to continue after the end of the period of performance defined in section 4.5. For other schedule changes, the Recipient shall follow the applicable procedures of the Administering Operating Administration and document the changes in writing. 5.4 Budget Changes. (a) The Recipient acknowledges that if the cost of completing the Project increases: (1) that increase does not affect the Recipient's obligation under this agreement to complete the Project; and (2) the USDOT will not increase the amount of this award to address any funding shortfall. (b) The Recipient shall request a modification of this agreement to update schedule D if, in comparing the Project's budget to the amounts listed in the "Project Budget by Source" table in section 3 of schedule D: (1) the "Non -Federal Funds" project contribution amount decreases; or (2) the total eligible project costs amount decreases. (c) For budget changes that are not identified in section 5.4(b), the Recipient shall follow the applicable procedures of the Administering Operating Administration and document the changes in writing. 10of11 (d) If there are Project Cost Savings, then the Recipient may propose to the USDOT, in writing consistent with the Administering Operating Administration's requirements, to include in the Project specific additional activities that are within the scope of this award, as defined in section 1.1 and schedule B, and that the Recipient could complete with the Project Cost Savings. In this agreement, "Project Cost Savings" means the difference between the actual eligible project costs and the total eligible project costs that are listed in the "Project Budget by Source" table in section 3 of schedule D, but only if the actual eligible project costs are less than the total eligible project costs that are listed in the "Project Budget by Source" table in section 3 of schedule D. There are no Project Cost Savings if the actual eligible project costs are equal to or greater than the total eligible project costs that are listed in the "Project Budget by Source" table in section 3 of schedule D. (e) If there are Project Cost Savings and either the Recipient does not make a proposal under section 5.4(d) or the USDOT does not accept the Recipient's proposal under section 5.4(d), then: (1) in a request under section 5.4(b), the Recipient shall reduce the Federal Share by the Project Cost Savings; and (2) if that modification reduces this award and the USDOT had reimbursed costs exceeding the revised award, the Recipient shall refund to the USDOT the difference between the reimbursed costs and the revised award. In this agreement, "Federal Share" means the sum of the total "RAISE Funds" and "Other Federal Funds" amounts that are listed in section 3 of schedule D. (f) The Recipient acknowledges that amounts that are required to be refunded under section 5.4(e)(2) constitute a debt to the Federal Government that the USDOT may collect under 2 C.F.R. 200.346 and the Federal Claims Collection Standards (31 C.F.R. parts 900-999). 5.5 USDOT Acceptance of Changes. The USDOT may accept or reject modifications requested under this article 5, and in doing so may elect to consider only the interests of the RAISE grant program and the USDOT. The Recipient acknowledges that requesting a modification under this article 5 does not amend, modify, or supplement this agreement unless the USDOT accepts that modification request and the parties modify this agreement under section 15.1. ARTICLE 6 GENERAL REPORTING TERMS 6.1 Report Submission. The Recipient shall send all reports required by this agreement to all USDOT contacts who are listed in section 5 of schedule A and all USDOT contacts who are listed in section 2.2. 11 of 12 6.2 Alternative Reporting Methods. The Administering Operating Administration may establish processes for the Recipient to submit reports required by this agreement, including electronic submission processes. If the Recipient is notified of those processes in writing, the Recipient shall use the processes required by the Administering Operating Administration. 6.3 Paperwork Reduction Act Notice. Under 5 C.F.R. 1320.6, the Recipient is not required to respond to a collection of information that does not display a currently valid control number issued by the Office of Management and Budget (the "OMB"). Collections of information conducted under this agreement are approved under OMB Control No. 2105- 0563. ARTICLE 7 PROGRESS AND FINANCIAL REPORTING 7.1 Quarterly Project Progress Reports and Recertifications. (a) On or before the 30th day of the first month of each calendar year quarter and until the end of the period of performance, the Recipient shall submit to the USDOT a Quarterly Project Progress Report and Recertification that contains, for the previous quarter: (1) a complete FRA Form 341; (2) a certification that the Recipient is in compliance with 2 C.F.R. 200.303 (Internal Controls) and 2 C.F.R. Part 200, Subpart F (Audit Requirements); and (3) the certification required under 2 C.F.R. 200.415(a). If the date of this agreement is in the final month of a calendar year quarter, then the Recipient shall submit the first Quarterly Project Progress Report and Recertification in the second calendar year quarter that begins after the date of this agreement. (b) On or before the 30th day of the first month of each calendar year quarter and until the end of the period of performance, the Recipient shall submit to the USDOT through GrantSolutions a Federal Financial Report (SF-425) covering the previous calendar year quarter. 7.2 Final Progress Reports and Financial Information. No later than 120 days after the end of the period of performance, the Recipient shall submit (1) a final Quarterly Project Progress Report and Recertification in the format and with the content described in section 7.1(a) for each Quarterly Project Progress Report and Recertification; 1 FRA Form 34 is available at hM?s://railroads.dot.gov/grant-administration/reportine-reciuirements/fra-reports 12 of 13 (2) a final SF-425 through GrantSolutions; (3) a Final Performance Report FRA Form 33 as provided by FRA 2; and (4) any other information required under the Administering Operating Administration's award closeout procedures. ARTICLE 8 PERFORMANCE REPORTING 8.1 Baseline Performance Measurement. If the Capital -Planning Designation in section 2 of schedule F is "Capital," then: (1) the Recipient shall collect data for each performance measure that is identified in the Performance Measure Table in schedule G, accurate as of the Baseline Measurement Date that is identified in schedule G; and (2) on or before the Baseline Report Date that is stated in schedule G, the Recipient shall submit a Baseline Performance Measurement Report that contains the data collected under this section 8.1 and a detailed description of the data sources, assumptions, variability, and estimated levels of precision for each performance measure that is identified in the Performance Measure Table in schedule G. 8.2 Post -construction Performance Measurement. If the Capital -Planning Designation in section 2 of schedule F is "Capital," then (1) for each performance measure that is identified in the Performance Measure Table in schedule G with quarterly measurement frequency, for each of 12 consecutive calendar quarters, beginning with the first calendar quarter that begins after the Project substantial completion date, at least once during the quarter, the Recipient shall collect data for that performance measure; (2) for each performance measure that is identified in the Performance Measure Table in schedule G with annual measurement frequency, the Recipient shall collect data for that performance measure on at least three separate occasions: (i) once during the four consecutive calendar quarters that begin after the Project substantial completion date; (ii) once during the fourth calendar quarter after the first collection; and (iii) once during the eighth calendar quarter after the first collection; and . (3) not later than January 31 of each year that follows a calendar year during which data was collected under this section 8.2, the Recipient shall submit to the USDOT a Post -construction Performance Measurement Report containing the 2 FRA Form 33 is available at https:HraiIroads.dot.eov/grant-administration/reporting-requirements/fra-reports 13 of 14 data collected under this section 8.2 in the previous calendar year and stating the dates when the data was collected. If an external factor significantly affects the value of a performance measure collected under this section 8.2, then the Recipient shall identify that external factor in the Post - construction Performance Measurement Report and discuss its influence on the performance measure. 8.3 Project Outcomes Report. If the Capital -Planning Designation in section 2 of schedule F is "Capital," then the Recipient shall submit to the USDOT, not later than January 31 of the year that follows the final calendar year during which data was collected under section 8.2, a Project Outcomes Report that contains: (1) a narrative discussion detailing project successes and the influence of external factors on project expectations; (2) all baseline and post -construction performance measurement data that the Recipient reported in the Baseline Performance Measurement Report and the Post -construction Performance Measurement Reports; and (3) an ex post examination of project effectiveness relative to the baseline data that the Recipient reported in the Baseline Performance Measurement Report. ARTICLE 9 NONCOMPLIANCE AND REMEDIES 9.1 Noncompliance Determinations. (a) If the USDOT determines that the Recipient may have failed to comply with the United States Constitution, Federal law, or the terms and conditions of this agreement, the USDOT may notify the Recipient of a proposed determination of noncompliance. For the notice to be effective, it must be written and the USDOT must include an explanation of the nature of the noncompliance, describe a remedy, state whether that remedy is proposed or effective at an already determined date, and describe the process through and form in which the Recipient may respond to the notice. (b) If the USDOT notifies the Recipient of a proposed determination of noncompliance under section 9.1(a), the Recipient may, not later than 7 calendar days after the notice, respond to that notice in the form and through the process described in that notice. In its response, the Recipient may: (1) accept the remedy; (2) acknowledge the noncompliance, but propose an alternative remedy; or (3) dispute the noncompliance. 14 of 15 To dispute the noncompliance, the Recipient must include in its response documentation or other information supporting the Recipient's compliance. (c) The USDOT may make a final determination of noncompliance only: (1) after considering the Recipient's response under section 9.1(b); or (2) if the Recipient fails to respond under section 9.1(b), after the time for that response has passed. (d) To make a final determination of noncompliance, the USDOT must provide a notice to the Recipient that states the bases for that determination. 9.2 Remedies. (a) If the USDOT makes a final determination of noncompliance under section 9.1, the USDOT may impose a remedy, including: (1) additional conditions on the award; (2) any remedy permitted under 2 C.F.R. 200.339-200.340, including withholding of payments; disallowance of previously reimbursed costs, requiring refunds from the Recipient to the USDOT; suspension or termination of the award; or suspension and disbarment under 2 C.F.R. part 180; or (3) any other remedy legally available. (b) To impose a remedy, the USDOT must provide a written notice to the Recipient that describes the remedy, but the USDOT may make the remedy effective before the Recipient receives that notice. (c) If the USDOT determines that it is in the public interest, the USDOT may impose a remedy, including all remedies described in section 9.2(a), before making a final determination of noncompliance under section 9.1. If it does so, then the notice provided under section 9.1(d) must also state whether the remedy imposed will continue, be rescinded, or modified. (d) In imposing a remedy under this section 9.2 or making a public interest determination under section 9.2(c), the USDOT may elect to consider the interests of only the USDOT. (e) The Recipient acknowledges that amounts that the USDOT requires the Recipient to refund to the USDOT due to a remedy under this section 9.2 constitute a debt to the Federal Government that the USDOT may collect under 2 C.F.R. 200.346 and the Federal Claims Collection Standards (31 C.F.R. parts 900-999). 9.3 Other Oversight Entities. Nothing in this article 9 limits any party's authority to report activity under this agreement to the United States Department of Transportation Inspector General or other appropriate oversight entities. 15of16 ARTICLE 10 AGREEMENT TERNIINATION 10.1 USDOT Termination. (a) The USDOT may terminate this agreement and all of its obligations under this agreement if any of the following occurs: (1) the Recipient fails to obtain or provide any non -RAISE Grant contribution or alternatives approved by the USDOT as provided in this agreement and consistent with schedule D; (2) a completion date for the Project or a component of the Project is listed in section 2 of schedule C and the Recipient fails to meet that milestone by six months after the date listed in section 2 of schedule C; (3) the Recipient fails to meet a milestone listed in section 3 of schedule C by the deadline date listed in that section for that milestone; (4) the Recipient fails to comply with the terms and conditions of this agreement, including a material failure to comply with the project schedule in schedule C even if it is beyond the reasonable control of the Recipient; (5) circumstances cause changes to the Project that the USDOT determines are inconsistent with the USDOT's basis for selecting the Project to receive a RAISE Grant; or (6) the USDOT determines that termination of this agreement is in the public interest. (b) In terminating this agreement under this section, the USDOT may elect to consider only the interests of the USDOT. (c) This section 10.1 does not limit the USDOT's ability to terminate this agreement as a remedy under section 9.2. (d) The Recipient may request that the USDOT terminate the agreement under this section 10.1. 10.2 Closeout Termination. (a) This agreement terminates on Project Closeout. (b) In this agreement, "Project Closeout" means the date that the USDOT notifies the Recipient that the award is closed out. Under 2 C.F.R. 200.344, Project Closeout should occur no later than one year after the end of the period of performance. 10.3 Post -Termination Adjustments. The Recipient acknowledges that under 2 C.F.R. 200.345-200.346, termination of the agreement does not extinguish the USDOT's 16 of 17 authority to disallow costs, including costs that the USDOT reimbursed before termination, and recover funds from the Recipient. 10.4 Non -Terminating Events. (a) The end of the budget period described under section 4.4 does not terminate this agreement or the Recipient's obligations under this agreement. (b) The end of the period of performance described under section 4.5 does not terminate this agreement or the Recipient's obligations under this agreement. (c) The cancellation of funds under section 14.2 does not terminate this agreement or the Recipient's obligations under this agreement. 10.5 Other Remedies. The termination authority under this article 10 supplements and does not limit the USDOT's remedial authority under article 9 or 2 C.F.R. part 200, including 2 C.F.R. 200.339-200.340. ARTICLE 11 MONITORING, FINANCIAL MANAGEMENT, CONTROLS, AND RECORDS 11.1 Recipient Monitoring and Record Retention. (a) The Recipient shall monitor activities under this award, including activities under subawards and contracts, to ensure: (1) that those activities comply with this agreement; and (2) that funds provided under this award are not expended on costs that are not allowable under this award or not allocable to this award. (b) If the Recipient makes a subaward under this award, the Recipient shall monitor the activities of the subrecipient in compliance with 2 C.F.R. 200.332(d). (c) The Recipient shall retain records relevant to the award as required under 2 C.F.R. 200.334. 11.2 Financial Records and Audits. (a) The Recipient shall keep all project accounts and records that fully disclose the amount and disposition by the Recipient of the award funds, the total cost of the Project, and the amount or nature of that portion of the cost of the Project supplied by other sources, and any other financial records related to the project. (b) The Recipient shall keep accounts and records described under section 11.2(a) in accordance with a financial management system that meets the requirements of 2 C.F.R. 17 of 18 200.301-200.303 and 2 C.F.R. 200 subpart F and will facilitate an effective audit in accordance with 31 U.S.C. 7501-7506. (c) The Recipient shall separately identify expenditures under the fiscal year 2022 RAISE grants program in financial records required for audits under 31 U.S.C. 7501-7506. Specifically, the Recipient shall: (1) list expenditures under that program separately on the schedule of expenditures of Federal awards required under 2 C.F.R. 200 subpart F, including "FY 2022" in the program name; and (2) list expenditures under that program on a separate row under Part II, Item 1 ("Federal Awards Expended During Fiscal Period") of Form SF -SAC, including "FY 2022" in column c ("Additional Award Identification"). 11.3 Internal Controls. The Recipient shall establish and maintain internal controls as required under 2 C.F.R. 200.303. 11.4 USDOT Record Access. The USDOT may access Recipient records related to this award under 2 C.F.R. 200.337. ARTICLE 12 CONTRACTING AND SUBAWARDS 12.1 Minimum Wage Rates. The Recipient shall include, in all contracts in excess of $2,000 for work on the Project that involves labor, provisions establishing minimum rates of wages, to be predetermined by the United States Secretary of Labor, in accordance with the Davis -Bacon Act, 40 U.S.C. 3141-3148, or 23 U.S.C. 113, as applicable, that contractors shall pay to skilled and unskilled labor, and such minimum rates shall be stated in the invitation for bids and shall be included in proposals or bids for the work. 12.2 Buy America. (a) Steel, iron, and manufactured goods used in the Project are subject to 49 U.S.C. 22905(a), as implemented by the Federal Railroad Administration, as if this award were to carry out chapter 229 of title 49, United States Code. The Recipient acknowledges that this agreement is neither a waiver of 49 U.S.C. 22905(a)(1) nor a finding under 49 U.S.C. 22905(a)(2). (b) Construction materials used in the Project are subject to the domestic preference requirement at § 70914 of the Build America, Buy America Act, Pub. L. No. 117-58, div. G, tit. IX, subtit. A, 135 Stat. 429, 1298 (2021), as implemented by OMB, USDOT, and FRA. The Recipient acknowledges that this agreement is neither a waiver of § 70914(a) nor a finding under § 70914(b). 18 of 19 (c) Under 2 C.F.R. 200.322, as appropriate and to the extent consistent with law, the Recipient should, to the greatest extent practicable under this award, provide a preference for the purchase, acquisition, or use of goods, products, or materials produced in the United States. The Recipient shall include the requirements of 2 C.F.R. 200.322 in all subawards including all contracts and purchase orders for work or products under this award. 12.3 Small and Disadvantaged Business Requirements. The Recipient shall expend all other funds under this award in compliance with the requirements at 2 C.F.R. 200.321 ("Contracting with small and minority businesses, women's business enterprises, and labor surplus area firms"), and to the extent applicable, 49 C.F.R. part 26 ("Participation by disadvantaged business enterprises in Department of Transportation financial assistance programs"). 12.4 Engineering and Design Services. [Reserved] 12.5 Foreign Market Restrictions. The Recipient shall not allow funds provided under this award to be used to fund the use of any product or service of a foreign country during the period in which such foreign country is listed by the United States Trade Representative as denying fair and equitable market opportunities for products and suppliers of the United States in procurement and construction. 12.6 Prohibition on Certain Telecommunications and Video Surveillance Services or Equipment. The Recipient acknowledges that Section 889 of Pub. L. No. 115-232 and 2 C.F.R. 200.216 prohibit the Recipient and all subrecipients from procuring or obtaining certain telecommunications and video surveillance services or equipment under this award. 12.7 Pass -through Entity Responsibilities. If the Recipient makes a subaward under this award, the Recipient shall comply with the requirements on pass -through entities under 2 C.F.R. parts 200 and 1201, including 2 C.F.R. 200.331-200.333. 12.8 Subaward and Contract Authorization. [Reserved] ARTICLE 13 COSTS, PAYMENTS, AND UNEXPENDED FUNDS 13.1 Limitation of Federal Award Amount. Under this award, the USDOT shall not provide funding greater than the amount obligated under section 4.3. The Recipient acknowledges that the USDOT is not liable for payments exceeding that amount, and the Recipient shall not request reimbursement of costs exceeding that amount. 13.2 Projects Costs. This award is subject to the cost principles at 2 C.F.R. 200 subpart E, including provisions on determining allocable costs and determining allowable costs. 19 of 20 13.3 Timing of Project Costs. (a) The Recipient shall not charge to this award costs that are incurred after the budget period. (b) The Recipient shall not charge to this award costs that were incurred before the date of this agreement unless those costs are identified in section 5 of schedule D and would have been allowable if incurred during the budget period. This limitation applies to pre - award costs under 2 C.F.R. 200.458. This agreement hereby terminates and supersedes any previous USDOT approval for the Recipient to incur costs under this award for the Project. Section 5 of schedule D is the exclusive USDOT approval of costs incurred before the date of this agreement. 13.4 Recipient Recovery of Federal Funds. The Recipient shall make all reasonable efforts, including initiating litigation, if necessary, to recover Federal funds if the USDOT determines, after consultation with the Recipient, that those funds have been spent fraudulently, wastefully, or in violation of Federal laws, or misused in any manner under this award. The Recipient shall not enter a settlement or other final position, in court or otherwise, involving the recovery of funds under the award unless approved in advance in writing by the USDOT. 13.5 Unexpended Federal Funds. Any Federal funds that are awarded at section 4.1 but not expended on allocable, allowable costs remain the property of the United States. 13.6 Timing of Payments to the Recipient. (a) Reimbursement is the payment method for the RAISE grant program. (b) The Recipient shall not request reimbursement of a cost before the Recipient has entered into an obligation for that cost. 13.7 Payment Method. (a) If the USDOT Payment System identified in section 6 of schedule A is "DELPHI elnvoicing," then the Recipient shall use the DELPHI eInvoicing System (https://www.dot.gov/cfo/delphi-einvoicing-system.html) to request reimbursement under this award. If the Recipient requires access to that system, the Recipient shall contact the USDOT contact listed in section 5 of schedule A. (b) The USDOT may deny a payment request that is not submitted using the method identified in this section 13.7. 13.8 Information Supporting Expenditures. (a) If the USDOT Payment System identified in section 6 of schedule A is "Delphi eInvoicing System," then when requesting reimbursement of costs incurred or credit for cost share incurred, the Recipient shall electronically submit the SF 270 (Request for Advance or Reimbursement) and shall submit supporting cost detail to document clearly 20 of 21 all costs incurred. As supporting cost detail, the Recipient shall include a detailed breakout of all costs incurred by task and by Federal and Non -Federal funds. The Recipient shall classify all costs by task described in section 2 of schedule B and by Federal and non -Federal shares. (b) If the Recipient submits a request for reimbursement that the USDOT determines does not include or is not supported by sufficient detail, the USDOT may deny the request or withhold processing the request until the Recipient provides sufficient detail. 13.9 Reimbursement Request Timing Frequency. If the USDOT Payment System identified in section 6 of schedule A is "DELPHI eInvoicing," the Recipient shall request reimbursement as needed to maintain cash flow sufficient to timely complete the Project. The Recipient shall not submit any single payment request exceeding $99,999,999.99. The Recipient shall not submit a payment request exceeding $50,000,000.00 unless the Recipient notifies the USDOT 5 days before submitting the request. ARTICLE 14 LIQUIDATION, ADJUSTMENTS, AND FUNDS AVAILABILITY 14.1 Liquidation of Recipient Obligations. (a) The Recipient shall liquidate all obligations of award funds under this agreement not later than the earlier of (1) 120 days after the end of the period of performance or (2) the statutory funds cancellation date identified in section 14.2. (b) Liquidation of obligations and adjustment of costs under this agreement follow the requirements of 2 C.F.R. 200.344-200.346. 14.2 Funds Cancellation. (a) RAISE grant program funding that was appropriated in division J of the Infrastructure Investment and Jobs Act, Pub. L. No. 117-58 (Nov. 15, 2021), is canceled by statute after September 30, 2031, and then unavailable for any purpose, including adjustments. (b) RAISE grant program funding that was appropriated in the Consolidated Appropriations Act, 2022, Pub. L. No. 117-103 (Mar. 15, 2022) remains available until expended. (c) Section 4.2 identifies the specific source or sources of funding for this award. ARTICLE 15 AGREEMENT MODIFICATIONS 15.1 Bilateral Modifications. The parties may amend, modify, or supplement this agreement by mutual agreement in writing signed by the USDOT and the Recipient. Either party 21 of 22 may request to amend, modify, or supplement this agreement by written notice to the other party. 15.2 Unilateral Contact Modifications. (a) The Recipient may update the contacts who are listed in section 3 of schedule A by written notice to all of the USDOT contacts who are listed in section 5 of schedule A and section 2.2. (b) The USDOT may update the contacts who are listed in section 5 of schedule A and section 2.2 by written notice to all of the Recipient contacts who are listed in section 3 of schedule A. 15.3 USDOT Unilateral Modifications. (a) The USDOT may unilaterally modify this agreement to comply with Federal law, including the Program Statute. (b) To unilaterally modify this agreement under this section 15.3, the USDOT must provide a notice to the Recipient that includes a description of the modification and state the date that the modification is effective. 15.4 Other Modifications. The parties shall not amend, modify, or supplement this agreement except as permitted under sections 15.1, 15.2, or 15.3. If an amendment, modification, or supplement is not permitted under section 15.1, not permitted under section 15.2, and not permitted under section 15.3, it is void. ARTICLE 16 CLIMATE CHANGE AND ENVIRONMENTAL JUSTICE 16.1 Climate Change and Environmental Justice. Consistent with Executive Order 14008, "Tackling the Climate Crisis at Home and Abroad" (Jan. 27, 2021), schedule H documents the consideration of climate change and environmental justice impacts of the Project. ARTICLE 17 RACIAL EQUITY AND BARRIERS TO OPPORTUNITY 17.1 Racial Equity and Barriers to Opportunity. Consistent with Executive Order 13985, "Advancing Racial Equity and Support for Underserved Communities Through the Federal Government" (Jan. 20, 2021), schedule I documents activities related to the Project to improve racial equity and reduce barriers to opportunity. 22 of 23 ARTICLE 18 LABOR AND WORK 18.1 Labor and Work. Consistent with Executive Order 14025, "Worker Organizing and Empowerment" (Apr. 26, 2021), and Executive Order 14052, "Implementation of the Infrastructure Investment and Jobs Act" (Nov. 15, 2021), schedule J documents the consideration of job quality and labor rights, standards, and protections related to the Project. ARTICLE 19 FEDERAL FINANCIAL ASSISTANCE, ADMINISTRATIVE, AND NATIONAL POLICY REQUIREMENTS 19.1 Uniform Administrative Requirements for Federal Awards. The Recipient shall comply with the obligations on non -Federal entities under 2 C.F.R. parts 200 and 1201. 19.2 Federal Law and Public Policy Requirements. (a) The Recipient shall ensure that Federal funding is expended in full accordance with the United States Constitution, Federal law, and statutory and public policy requirements: including but not limited to, those protecting free speech, religious liberty, public welfare, the environment, and prohibiting discrimination. (b) The failure of this agreement to expressly identify Federal law applicable to the Recipient or activities under this agreement does not make that law inapplicable. 19.3 Federal Freedom of Information Act. (a) The USDOT is subject to the Freedom of Information Act, 5 U.S.C. 552. (b) The Recipient acknowledges that the Technical Application and materials submitted to the USDOT by the Recipient related to this agreement may become USDOT records subject to public release under 5 U.S.C. 552. 19.4 history of Performance. Under 2 C.F.R 200.206, any Federal awarding agency may consider the Recipient's performance under this agreement, when evaluating the risks of making a future Federal financial assistance award to the Recipient. 19.5 Whistleblower Protection. (a) The Recipient acknowledges that it is a "grantee" within the scope of 41 U.S.C. 4712, which prohibits the Recipient from taking certain actions against an employee for certain disclosures of information that the employee reasonably believes are evidence of gross mismanagement of this award, gross waste of Federal funds, or a violation of Federal law related this this award. 23 of 24 (b) The Recipient shall inform its employees in writing of the rights and remedies provided under 41 U.S.C. 4712, in the predominant native language of the workforce. 19.6 External Award Terms and Obligations. (a) In addition to this document and the contents described in article 24, this agreement includes the following additional terms as integral parts: (1) Appendix A to 2 C.F.R. part 25: System for Award Management and Universal Identifier Requirements; (2) Appendix A to 2 C.F.R. part 170: Reporting Subawards and Executive Compensation; (3) 2 C.F.R. 175.15(b): Trafficking in Persons; and (4) Appendix XII to 2 C.F.R. part 200: Award Term and Condition for Recipient Integrity and Performance Matters. (b) The Recipient shall comply with: (1) 49 C.F.R. part 20: New Restrictions on Lobbying; (2) 49 C.F.R. part 21: Nondiscrimination in Federally -Assisted Programs of the Department of Transportation —Effectuation of Title VI of the Civil Rights Act of 1964; (3) 49 C.F.R. part 27: Nondiscrimination on the Basis of Disability in Programs or Activities Receiving Federal Financial Assistance; and (4) Subpart B of 49 C.F.R. part 32: Governmentwide Requirements for Drug -free Workplace (Financial Assistance). 19.7 Incorporated Certifications. The Recipient makes the statements in the following certifications, which are incorporated by reference: (1) Appendix A to 49 CFR part 20 (Certification Regarding Lobbying). ARTICLE 20 ASSIGNMENT 20.1 Assignment Prohibited. The Recipient shall not transfer to any other entity any discretion granted under this agreement, any right to satisfy a condition under this agreement, any remedy under this agreement, or any obligation imposed under this agreement. 24 of 25 ARTICLE 21 WAIVER 21.1 Waivers. (a) A waiver of a term of this agreement granted by the USDOT will not be effective unless it is in writing and signed by an authorized representative of the USDOT. (b) A waiver of a term of this agreement granted by the USDOT on one occasion will not operate as a waiver on other occasions. (c) If the USDOT fails to require strict performance of a term of this agreement, fails to exercise a remedy for a breach of this agreement, or fails to reject a payment during a breach of this agreement, that failure does not constitute a waiver of that term or breach. ARTICLE 22 ADDITIONAL TERMS AND CONDITIONS 22.1 Effect of Urban or Rural Designation. Based on information that the Recipient provided to the USDOT, including the Technical Application, section 1 of schedule F designates this award as an urban award or a rural award, as defined in the NOFO. The Recipient shall comply with the requirements that accompany that designation on minimum award size, geographic location, and cost sharing. 22.2 Effect of Historically Disadvantaged Community or Area of Persistent Poverty Designation. If section 3 of schedule F lists "Yes" for the "HDC or APP Designation," then based on information that the Recipient provided to the USDOT, including the Technical Application, the USDOT determined that the Project will be carried out in a historically disadvantaged community or an area of persistent poverty, as defined in the NOFO. The Recipient shall incur a majority of the costs under this award in historically disadvantaged communities or areas of persistent poverty. 22.3 Disclaimer of Federal Liability. The USDOT shall not be responsible or liable for any damage to property or any injury to persons that may arise from, or be incident to, performance or compliance with this agreement. 22.4 Relocation and Real Property Acquisition. (a) To the greatest extent practicable under State law, the Recipient shall comply with the land acquisition policies in 49 C.F.R. 24 subpart B and shall pay or reimburse property owners for necessary expenses as specified in that subpart. (b) The Recipient shall provide a relocation assistance program offering the services described in 49 C.F.R. 24 subpart C and shall provide reasonable relocation payments and assistance to displaced persons as required in 49 C.F.R. 24 subparts D—E. 25 of 26 (c) The Recipient shall make available to displaced persons, within a reasonable period of time prior to displacement, comparable replacement dwellings in accordance with 49 C.F.R. 24 subpart E. 22.5 Equipment Disposition. (a) In accordance with 2 C.F.R. 200.313 and 1201.313, if the Recipient or a subrecipient acquires equipment under this award, then when that equipment is no longer needed for the Project: (1) if the entity that acquired the equipment is a State or a subrecipient of a State, that entity shall dispose of that equipment in accordance with State laws and procedures; and (2) if the entity that acquired the equipment is neither a State nor a subrecipient of a State, that entity shall request disposition instructions from the Administering Operating Administration. (b) In accordance with 2 C.F.R. 200.443(d), the distribution of the proceeds from the disposition of equipment must be made in accordance with 2 C.F.R. 200.313-200.316 and 2 C.F.R. 1201.313. (c) The Recipient shall ensure compliance with this section 22.5 for all tiers of subawards under this award. 22.6 Environmental Review. (a) In this section, "Environmental Review Entity" means: (1) if the Project is located in a State that has assumed responsibilities for environmental review activities as may be authorized by law, including under 23 U.S.C. 327, and the Project is within the scope of the assumed responsibilities, the State; and (2) for all other cases, the FRA. (b) Except as authorized under section 22.6(c), the Recipient shall not begin final design; acquire real property, construction materials, or equipment; begin construction; or take other actions that represent an irretrievable commitment of resources for the Project unless and until: (1) the Environmental Review Entity complies with the National Environmental Policy Act, 42 U.S.C. 4321 to 4370m-12, and any other applicable environmental laws and regulations; and (2) if the Environmental Review Entity is not the Recipient, the Environmental Review Entity provides the Recipient with written notice that the environmental review process is complete. 26 of 27 (c) If the Recipient is purchasing railroad components or materials that can be used for other projects or resold, then the Recipient shall comply with 23 C.F.R. 771.113(d)(4). (d) The Recipient acknowledges that: (1) the Environmental Review Entity's actions under section 22.6(a) depend on the Recipient conducting necessary environmental analyses and submitting necessary documents to the Environmental Review Entity; and (2) applicable environmental statutes and regulation may require the Recipient to prepare and submit documents to other Federal, State, and local agencies. (e) Consistent with 23 C.F.R. 771.105(a), to the extent practicable and consistent with Federal law, the Recipient shall coordinate all environmental investigations, reviews, and consultations as a single process. (f) The activities described in schedule B and other information described in this agreement may inform environmental decision -making processes, but the parties do not intend this agreement to document the alternatives under consideration under those processes. If a build alternative is selected that does not align with schedule B or other information in this agreement, then: (1) the parties may amend this agreement under section 15.1 for consistency with the selected build alternative; or (2) if the USDOT determines that the condition at section 10.1(a)(5) is satisfied, the USDOT may terminate this agreement under section 10.1(a)(5). (g) The Recipient shall complete any mitigation activities described in the environmental document or documents for the Project, including the terms and conditions contained in the required permits and authorizations for the Project. Section 3 of schedule B identifies documents describing mitigation activities, but the absence of a document from that section does not relieve the Recipient of any compliance obligations. 22.7 Project Maintenance Requirement. The Recipient shall ensure that the Project Property is maintained in good operating order and in accordance with 2 C.F.R. 200.310- 200.316, 1201.313 and any guidelines, directives, or regulations that the USDOT, including FRA, may issue. ARTICLE 23 MANDATORY AWARD INFORMATION 23.1 Information Contained in a Federal Award. For 2 C.F.R. 200.211: (1) the "Federal Award Date" is the date of this agreement, as defined under section 25.2; 27 of 28 (2) the "Assistance Listings Number" is 20.933 and the "Assistance Listings Title" is "National Infrastructure Investments"; and (3) this award is not for research and development. 23.2 Federal Award Identification Number. The Federal Award Identification Number is listed in ¶ 2 on the agreement cover sheet as the "Agreement Number." 23.3 Recipient's Unique Entity Identifier. The Recipient's Unique Entity Identifier, as defined at 2 C.F.R. 25.415, is listed in ¶ 113 on the agreement cover sheet. ARTICLE 24 CONSTRUCTION AND DEFINITIONS 24.1 Schedules. This agreement includes the following schedules as integral parts: Schedule A Administrative Information Schedule B Project Activities Schedule C Award Dates and Project Schedule Schedule D Award and Project Financial Information Schedule E Changes from Application Schedule F RAISE Program Designations Schedule G RAISE Performance Measurement Information Schedule H Climate Change and Environmental Justice Impacts Schedule I Racial Equity and Barriers to Opportunity Schedule J Labor and Work 24.2 Exhibits. The following exhibits, which are located in the document titled "Exhibits to FRA Grant Agreements Under the Fiscal Year 2022 RAISE Grant Program," dated March 1, 2023, and available at bZs://www.transportation.goy/policy- initiatives/raise/raise- rant -agreements, are part of this agreement. Exhibit A Applicable Federal Laws and Regulations Exhibit B Additional Standard Terms Exhibit C Quarterly Project Progress Reports and Recertifications: Format and Content 24.3 Construction. (a) In these General Terms and Conditions: (1) unless expressly specified, a reference to a section or article refers to that section or article in these General Terms and Conditions; (2) a reference to a section or other subdivision of a schedule listed in section 24.1 will expressly identify the relevant schedule; and 28 of 29 (3) there are no references to articles or sections in project -specific portions of the agreement that are not contained in schedules listed in section 24.1. (b) If a provision in these General Terms and Conditions or the exhibits conflicts with a provision in the project -specific portion of the agreement, then the project -specific portion of the agreement prevails. If a provision in the exhibits conflicts with a provision in these General Terms and Conditions, then the provision in these General Terms and Conditions prevails. 24.4 Integration. This agreement constitutes the entire agreement of the parties relating to the RAISE grant program and awards under that program and supersedes any previous agreements, oral or written, relating to the RAISE grant program and awards under that program. 24.5 Definitions. In this agreement, the following definitions apply: "General Terms and Conditions" means this document, including articles 1-25. "Program Statute" means the collective statutory text: (1) at 49 U.S.C. 6702; (2) under the heading "Department of Transportation —Office of the Secretary — National Infrastructure Investments" in title VIII of division J of the Infrastructure Investment and Jobs Act, Pub. L. No. 117-58 (Nov. 15, 2021), and all other provisions of that act that apply to amounts appropriated under that heading; and (3) under the heading "Department of Transportation —Office of the Secretary — National Infrastructure Investments" in title I of division L of the Consolidated Appropriations Act, 2022 Pub. L. No. 117-103 (Mar. 15, 2022), and all other provisions of that act that apply to amounts appropriated under that heading. "Project" means the project proposed in the Technical Application, as modified by the negotiated provisions of this agreement, including schedules A—J. "RAISE Grant" means an award of funds that were made available under the NOFO. "Technical Application" means the application identified in section 1 of schedule A, including Standard Form 424 and all information and attachments submitted with that form through Grants.gov. ARTICLE 25 AGREEMENT EXECUTION AND EFFECTIVE DATE 25.1 Counterparts. This agreement may be executed in counterparts, which constitute one document. The parties intend each countersigned original to have identical legal effect. 29 of 30 25.2 Effective Date. The agreement will become effective when all parties have signed it. The date of this agreement will be the date this agreement is signed by the last party to sign it. This instrument constitutes a RAISE Grant when the USDOT's authorized representative signs it. 30 of 30 ACOR" CERTIFICATE OF LIABILITY INSURANCE DATE (MM/DD/YYYY) 12/12/2025 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 AssuredPartners Design Professionals Insurance Services, LLC 3697 Mt. Diablo Blvd Suite 230 Lafayette CA 94549 CONTACT NAME: Rhonda Ausbun PHGNE 360-483-2126 FAX No : 360-483-2126 Extl E-MAIIN L ADDRESS: rhonda.ausbun@assuredpartners.com INSURERS AFFORDING COVERAGE NAIC # INSURERA: RLI INSURANCE COMPANY 13056 License#:6003745 INSURED COWL&CO-01 INSURER B : Hudson Insurance Company 25054 Cowling & Company LLC 1902 120th PL SE Ste. 202 INSURERC: INSURER D : Everett WA 98208 INSURER E : INSURER F : COVERAGES CERTIFICATE NUMBER: 198308415 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 LTR TYPE OF INSURANCE ADDL SUBR POLICY NUMBER POLICY EFF MMIDDIYYYY POLICY EXP MM DD/YYYY LIMITS A X COMMERCIAL GENERAL LIABILITY Y Y PSB0010519 1/28/2025 1/28/2026 EACH OCCURRENCE $2,000,000 CLAIMS -MADE %� OCCUR DAMAGE TO RENTED PREMISES Ea occurrence $ 1,000,000 MED EXP (Any one person) $10,000 PERSONAL & ADV INJURY $ 2,000,000 GEN'L AGGREGATE LIMIT APPLIES PER: GENERAL AGGREGATE $4,000,000 POLICY [X] JEC7 7 LOC PRODUCTS - COMP/OP AGG $4,000,000 $ OTHER: A AUTOMOBILE LIABILITY Y Y PSA0003417 1/28/2025 1/28/2026 COMBINED SINGLE LIMIT Ea accident $1,000,000 BODILY INJURY (Per person) $ ANY AUTO OWNED SCHEDULED AUTOS ONLY AUTOS BODILY INJURY (Per accident) $ X PROPERTY DAMAGE Per accident $ HIRED X NON -OWNED AUTOS ONLY AUTOS ONLY UMBRELLA LIAB OCCUR EACH OCCURRENCE $ AGGREGATE $ EXCESS LIAB CLAIMS -MADE DED RETENTION $ $ A WORKERS COMPENSATION AND EMPLOYERS' LIABILITY Y / N PSB0010519 1/28/2025 1/28/2026 PER X OTH- STATUTE ER WA Stop Gap ANYPROPRIETOR/PARTNER/EXECUTIVE E.L. EACH ACCIDENT $ 1,000,000 OFFICER/MEMBEREXCLUDED7 ❑ NIA E.L. DISEASE - EA EMPLOYEE $ 1,000,000 (Mandatory in NH) If yes, describe under DESCRIPTION OF OPERATIONS below E.L. DISEASE - POLICY LIMIT $ 2,000,000 B Professional Liab, Claims made PRB0619120389 2/17/2025 2/17/2026 Per Claim $2,000,000 Aggregate $2,000,000 DESCRIPTION OF OPERATIONS / LOCATIONS / VEHICLES (ACORD 101, Additional Remarks Schedule, maybe attached if more space is required) Insured owns no company vehicles; therefore, hired/non-awned auto is the maximum coverage that applies. Pines Rd BNSF Grade Separation (20-135) City of Spokane Valley 10210 E Sprague Avenue Spokane Valley WA 98206 United States SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. AUTHORIZED REPRESENTATIVE ©1988-2015 ACORD CORPORATION. All rights reserved. ACORD 25 (2016/03) The ACORD name and logo are registered marks of ACORD Policy Number: PsB0010519 RLI Insurance Company Named Insured: cowling&company Llc THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. RLIPack° FOR PROFESSIONALS BLANKET ADDITIONAL INSURED ENDORSEMENT This endorsement modifies insurance provided under the following: BUSINESSOWNERS COVERAGE FORM - SECTION II — LIABILITY C. WHO IS AN INSURED is amended to include as an additional insured any person or organization that you agree in a contract or agreement requiring insurance to include as an additional insured on this policy, but only with respect to liability for "bodily injury", "property damage" or "personal and advertising injury" caused in whole or in part by you or those acting on your behalf: a. In the performance of your ongoing operations; b. In connection with premises owned by or rented to you; or c. In connection with "your work" and included within the "product -completed operations hazard". 2. The insurance provided to the additional insured by this endorsement is limited as follows: a. This insurance does not apply on any basis to any person or organization for which coverage as an additional insured specifically is added by another endorsement to this policy. b. This insurance does not apply to the rendering of or failure to render any "professional services". c. This endorsement does not increase any of the limits of insurance stated in D. Liability And Medical Expenses Limits of Insurance. 3. The following is added to SECTION III H.2. Other Insurance — COMMON POLICY CONDITIONS (BUT APPLICABLE ONLY TO SECTION II — LIABILITY) However, if you specifically agree in a contract or agreement that the insurance provided to an additional insured under this policy must apply on a primary basis, or a primary and non-contributory basis, this insurance is primary to other insurance that is available to such additional insured which covers such additional insured as a named insured, and we will not share with that other insurance, provided that: a. The "bodily injury" or "property damage" for which coverage is sought occurs after you have entered into that contract or agreement; or b. The "personal and advertising injury" for which coverage is sought arises out of an offense committed after you have entered into that contract or agreement. 4. The following is added to SECTION III K. 2. Transfer of Rights of Recovery Against Others to Us — COMMON POLICY CONDITIONS (BUT APPLICABLE TO ONLY TO SECTION II — LIABILITY) We waive any rights of recovery we may have against any person or organization because of payments we make for "bodily injury", "property damage" or "personal and advertising injury" arising out of "your work" performed by you, or on your behalf, under a contract or agreement with that person or organization. We waive these rights only where you have agreed to do so as part of a contract or agreement with such person or organization entered into by you before the "bodily injury" or "property damage" occurs, or the "personal and advertising injury" offense is committed. ALL OTHER TERMS AND CONDITIONS OF THIS POLICY REMAIN UNCHANGED. PPB 304 02 12 Page 1 of 1 Policy Number: ""I"" Named Insured: cowling&Company LLC A. B. C. D. E. F. G. H. I. J. K. L. M. N. O. P. Q. R. S. T. RLI Insurance Company THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. RLIPack° BUSINESS AUTO ENHANCEMENT SCHEDULE OF COVERAGES ADDRESSED BY THIS ENDORSEMENT Broad Form Named Insured Employees As Insureds Blanket Additional Insured Blanket Waiver Of Subrogation Employee Hired Autos Fellow Employee Coverage Auto Loan Lease Gap Coverage Glass Repair —Waiver Of Deductible Personal Effects Coverage Hired Auto Physical Damage Coverage Hired Auto Physical Damage — Loss Of Use Hired Car — Worldwide Coverage Temporary Transportation Expenses Amended Bodily Injury Definition — Mental Anguish Airbag Coverage Amended Insured Contract Definition — Railroad Easement Coverage Extensions — Audio, Visual And Data Electronic Equipment Not Designed Solely For The Production Of Sound Notice Of And Knowledge Of Occurrence Unintentional Errors Or Omissions Towing Coverage PPA 300WA 03 13 Page 1 of 5 This endorsement modifies insurance provided under the following: BUSINESS AUTO COVERAGE FORM A. Broad Form Named Insured The following is added to the SECTION II — COVERED AUTOS LIABILITY COVERAGE, Para- graph A.1. Who Is An Insured Provision: Any business entity newly acquired or formed by you during the policy period, provided you own fifty percent (50%) or more of the business entity and the business entity is not separately insured for Business Auto Coverage. Coverage is extended up to a maximum of one hundred eighty (180) days following the acquisition or formation of the business entity. This provision does not apply to any person or organization for which coverage is excluded by endorsement. B. Employees As Insureds The following is added to the SECTION II — COVERED AUTOS LIABILITY COVERAGE, Para- graph A.I. Who Is An Insured Provision: Any "employee" of yours is an "insured" while using a covered "auto" you don't own, hire or borrow in your business or your personal affairs. C. Blanket Additional Insured The following is added to the SECTION II — COVERED AUTOS LIABILITY COVERAGE, Para- graph A.I. Who Is An Insured Provision: Any person or organization that you are required to include as an additional insured on this coverage form in a contract or agreement that is executed by you before the "bodily injury" or "property damage" occurs is an "insured" for liability coverage, but only for damages to which this insurance applies and only to the extent that person or organization qualifies as an "insured" under the Who Is An Insured provision contained in SECTION II — COVERED AUTOS LIABILITY COVERAGE. The insurance provided to the additional insured will be on a primary and non-contributory basis to the additional insured's own business auto coverage if you are required to do so in a contract or agreement that is executed by you before the "bodily injury" or "property damage" occurs. D. Blanket Waiver Of Subrogation The following is added to the SECTION IV — BUSINESS AUTO CONDITIONS, A. Loss Conditions, 5. Transfer Of Rights Of Recovery Against Others To Us: We waive any right of recovery we may have against any person or organization to the extent required of you by a contract executed prior to any "accident" or "loss", provided that the "accident" or "loss" arises out of the operations contemplated by such contract. The waiver applies only to the person or organization designated in such contract. E. Employee Hired Autos 1. The following is added to the SECTION II — COVERED AUTOS LIABILITY COVERAGE, Paragraph A.1. Who Is An Insured Provision: An "employee" of yours is an "insured" while operating an "auto" hired or rented under a contract or agreement in that "employee's" name, with your permission, while performing duties related to the conduct of your business. 2. Changes In General Conditions. Paragraph 5.b. of the Other Insurance Condition in the BUSINESS AUTO CONDITIONS is deleted and replaced with the following: b. For Hired Auto Physical Damage Coverage, the following are deemed to be covered "autos" you own: (1) Any covered "auto" you lease, hire, rent or borrow; and (2) Any covered "auto" hired or rented by your "employee" under a contract in that individual "employee's" name, with your permission, while performing duties related to the conduct of your business. However, any "auto" that is leased, hired, rented or borrowed with a driver is not a covered "auto". F. Fellow Employee Coverage SECTION II — COVERED AUTOS LIABILITY COVERAGE, Exclusion B.S. does not apply if you have workers compensation insurance in -force covering all of your employees. G. Auto Loan Lease Gap Coverage SECTION III — PHYSICAL DAMAGE COVERAGE, C. Limit Of Insurance, is amended by the addition of the following: In the event of a total "loss" to a covered "auto" shown in the Schedule of Declarations, we will pay any unpaid amount due on the lease or loan for a covered "auto", less: PPA 300WA 03 13 Page 2 of 5 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; 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. H. Glass Repair — Waiver Of Deductible J SECTION III — PHYSICAL DAMAGE COVERAGE, D. Deductible is amended by adding the following. No deductible for a covered "auto" will apply to glass damage if the glass is repaired rather than replaced. Personal Effects Coverage The following is added to SECTION III — PHYSICAL DAMAGE COVERAGE, A. Coverage, 4. Coverage Extensions: c. Personal Effects Coverage In the event of a total theft loss of your covered "auto we will pay up to $400 for "loss" to wearing apparel and other personal effects which are: (1) Owned by an "insured"; and (2) In or on your covered "auto"; No deductible applies to Personal Effects Coverage. Hired Auto Physical Damage Coverage The following is added to SECTION III — PHYSICAL DAMAGE COVERAGE, A. Coverage, 4. Coverage Extensions: d. Hired Auto Physical Damage Coverage If hired "autos" are covered "autos" for Liability Coverage and this policy also provides Physical Damage Coverage for an owned "auto", then the Physical Damage Coverage is extended to "autos" that you hire, rent or borrow subject to the following: (1) The most we will pay for "loss" in any one "accident" to a hired, rented or borrowed "auto" is the lesser of: (a) $60,000 (b) The actual cash value of the damaged or stolen property as of the time of the "loss"; or (c) The cost of repairing or replacing the damaged or stolen property with other property of like kind and quality. (2) An adjustment for depreciation and physical condition will be made 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 the part; or (b) The amount which the resale value of the "auto" is increased from the repair or replacement. (4) A deductible equal to the highest Physical Damage deductible applicable to any owned auto will apply. (5) This Coverage Extension will not apply to: (a) Any "auto" that is hired, rented or borrowed with a driver; or (b) Any "auto" that is hired, rented or borrowed from your "employee". K. Hired Auto Physical Damage — Loss Of Use The following is added to SECTION II — COVERED AUTOS LIABILITY COVERAGE, A.2. Coverage Extensions: e. We will pay sums which you legally must pay to the lessor of a covered "auto" which you have leased without a driver for thirty (30) days or less for the lessor's loss of use of the covered "auto", provided: (1) This insurance provides comprehensive, specified causes of loss or collision covered on the covered "auto", (2) The loss of use results from the covered "auto" being damaged in an "accident" while you are leasing it. We will pay up to a maximum limit of $1,500 for this covered extension. L. Hired Car —Worldwide Coverage The following is added to SECTION II — COVERED AUTOS LIABILITY COVERAGE, A.2. Coverage Extensions: PPA 300WA 03 13 Page 3 of 5 f. Hired Car— Worldwide Coverage (1) We will pay all sums an "insured" legally must pay as damages because of "bodily injury" or "property damage" to which this insurance applies, caused by an "accident' which occurs outside of the United States of America, the territories and possessions of the United States of America, Puerto Rico and Canada resulting from the maintenance, or use of any covered "auto" of the private passenger type you lease, hire, rent or borrow without a driver for thirty (30) days or less. (2) With respect to any claim made or "suit' instituted outside the United States of America, the territories and possessions of the United States of America, Puerto Rico, and Canada: (a) You shall undertake the investigation, settlement and defense of such claims and "suits" and keep us advised of all proceedings and actions. (b) You will not make any settlement without our consent. (c) We will reimburse you: (i) For the amount of damages be- cause of liability imposed upon you by law on account of "bodily' injury" or "property damage" to which this insurance applies, and (ii) For all reasonable expenses incur- red with our consent in connection with the investigation, settlement or defense of such claims or "suits". Reimbursement for expenses will be part of the Limit of Insurance for liability coverage shown in the Busi- ness Auto Coverage Declarations, and not in addition to such limits. (3) The limit of Insurance for Liability Coverage shown in the Business Auto Coverage Declarations is the most we will reimburse you for the sum of all damages imposed on you, as set forth in paragraph 2.c. above, and all expenses incurred by you arising out of any single "accident' or "loss". (4) You must maintain the greater of the following primary auto liability insurance limits: (a) Compulsory admitted insurance with limits required to be in force to satisfy the legal requirements of the jurisdiction where the accident occurs; or (b) Insurance limits required by law and issued by a government entity or by an insurer licensed or permitted by law to do business in the jurisdiction where the "accident" occurs; or (c) Auto liability insurance limits of at least $300,000 combined single limit or $100,000 per person/$300,000 per acci- dent Bodily Injury, $100,000 Property Damage. If you fail to comply with the above, this insurance is not invalidated. However, in the event of a "loss", we will pay only to the extent that we would have been liable had you so complied. (5) The insurance provided by this coverage extension is excess over any other collectible insurance available to you whether on a primary, excess contingent or any other basis. M. Temporary Transportation Expenses SECTION III — PHYSICAL DAMAGE COVERAGE, A.4. Coverage Extensions, subparagraph a. Transportation Expenses is deleted and replaced by the following: a. Transportation Expenses (1) We will pay up to a maximum of $1,500 for temporary transportation expense incurred by you because of Physical Damage to a coverage "auto". (2) We will pay only for those covered "autos" for which you carry Comprehensive, Collision or Specified Case of Loss Coverage. (3) We will pay only for those expenses incurred by you during the period of time that begins twenty-four (24) hours after the covered "loss" and ends at the time when the covered "auto" can be reasonable repaired or replaced. (4) This coverage does not apply while there are spare or reserve "autos" available to you for your operations. N. Amended Bodily Injury Definition — Mental Anguish The following is added to SECTION V — DEFINITIONS, Definition C.: "Bodily injury" also includes mental anguish, but only when the mental anguish arises from other bodily injury, sickness or disease. PPA 300WA 03 13 Page 4 of 5 O. Airbag Coverage The following is added to SECTION III — PHYSICAL DAMAGE COVERAGE B. Exclusions 3.a.: However, this exclusion will not apply to accidental discharge of an airbag due to mechanical or electrical breakdown. P. Amended Insured Contract Definition — Railroad Easement SECTION V — DEFINITIONS paragraph H. "Insured contact" is modified as follows: 1. Paragraph H.3. is replaced by the following: 3. Any easement or license agreement. 2. Paragraph H.6.a. is deleted. Q. Coverage Extensions — Audio, Visual And Data Electronic Equipment Not Designed Solely For The Production Of Sound SECTION III — PHYSICAL DAMAGE COVERAGE B. Exclusions, exception paragraph a. to exclusion 4.c. and 4.d. is deleted and replaced with the following: a. Equipment and accessories used with such equipment, except for tapes, records, discs or other electronic media device, provided such equipment is permanently installed in the covered "auto" at the time of the "loss" or is removable from the housing unit which is permanently installed in the covered "auto" at the time of the "loss", and such equipment is designed to be solely operated by use of the power from the "autos" electrical system, in or upon the covered "autos"; or R. Notice Of An Knowledge Of Occurrence SECTION IV — BUSINESS AUTO CONDITIONS, A.2. Duties In The Event Of Accident, Claim Suit Or Loss, subparagraph a. is deleted and replaced with the following: a. In the event of "accident", claim, "suit" or "loss", you must give us or our authorized representative prompt notice of the "accident" or "loss" including: (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 person and witnesses. Your duty to give us or our authorized representative prompt notice of the "accident" or "loss" applies only when the "accident" or "loss" is known to: (1) You, if you are an individual, (2) A partner if you are a partnership; or (3) An executive officer or insurance manager, if you are a corporation. S. Unintentional Errors Or Omissions SECTION IV — BUSINESS AUTO CONDITIONS, B. General Conditions; 2. Concealment Misrepre- sentation Or Fraud is amended by adding the following: The unintentional omission of, or unintentional error in, any information given by you shall not prejudice your rights under this insurance. However this pro- vision does not affect our right to collect additional premium or exercise our right of cancellation or nonrenewal. T. Towing Coverage SECTION III — PHYSICAL DAMAGE COVERAGE, A.2. Towing, is deleted and replaced by the following. 2. We will pay up to $750 for towing and labor costs incurred each time a covered "auto" is disabled due to a covered cause of loss. However: a. All labor must be performed at the place of disablement; and b. If the covered auto is a private passenger type no deductible applies; and c. If the covered auto is not of the private passenger type our obligation to pay will be reduced by a $250 deductible per disablement. ALL OTHER TERMS AND CONDITIONS OF THIS POLICY REMAIN UNCHANGED. PPA 300WA 03 13 Page 5 of 5 ACORO® CERTIFICATE OF LIABILITY INSURANCE DATE (MM/DD/YYY`n 2/19/2026 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must have ADDITIONAL INSURED provisions or be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). PRODUCER CONTACT NAME: Rhonda AUsbun AssuredPartners Design Professionals Insurance Services, LLC PHONE AX 3697 Mt. Diablo Blvd Suite 230 360 483-2126 Na : 360 483-2126 E-MAIL ADDRESS: CertsDesi nPro AssuredPartners.com Lafayette CA 94549 INSURERS AFFORDING COVERAGE NAIC# INSURER A: RLI INSURANCE COMPANY 13056 License#:6003745 INSURED COWL&CO.01 INSURER B : CUM IS Insurance Society Inc 10847 Cowling & Company LLC 1902 120th PL SE Ste. 202 INSURERC: INSURER D : Everett WA 98208 INSURER E : INSURER F : COVERAGES CERTIFICATE NUMBER: 1459626727 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 LTR OF INSURANCE ADDLTYPE INSD WVDSUBR POLICY NUMBER MMIDDPOLICY EFF MM/ DY EXP LIMITS A X COMMERCIAL GENERALLIABILITY Y Y PSB0010519 1/28/2026 1/28/2027 EACH OCCURRENCE $2,000,000 CLAIMS -MADE � OCCUR DAMAGE TO RENTED PREMISES Ea occurrence1 $ 1,000,000 MED EXP (Any one person) $ 10,000 PERSONAL & ADV INJURY $ 2,000,000 GEN'L AGGREGATE LIMIT APPLIES PER: GENERAL AGGREGATE $ 4,000,000 PEC7 LOC POLICY � PRODUCTS - COMP/OP AGG $ 4,000,000 $ OTHER: A AUTOMOBILE LIABILITY Y Y PSA0003417 1/28/2026 1/28/2027 COMBINED SINGLE LIMIT Ea accident $1,000,000 BODILY INJURY (Per person) $ AUTO IANY OWNED SCHEDULED AUTOS ONLY AUTOS BODILY INJURY (Per accident) $ PROPERTYDAMAGE Per accident $ HIRED E NON -OWNED AUTOS ONLY AUTOS ONLY UMBRELLA LIAB OCCUR EACH OCCURRENCE $ HCLAIMS-MADE AGGREGATE $ EXCESS LIAB DED I I RETENTION $ $ A WORKERS COMPENSATION AND EMPLOYERS' LIABILITY Y / N PSB0010519 1/28/2026 1/28/2027 PER X OTH- STATUTEI ER WA Stop Gap ANYPROPRIETOR/PARTNER/EXECUTIVE E.L. EACH ACCIDENT $ 1,000,000 OFFICER/MEMBER EXCLUDED? ❑ N / A E.L. DISEASE - EA EMPLOYEE $ 1,000,000 (Mandatory in NH) If yes, describe under DESCRIPTION OF OPERATIONS below E.L. DISEASE - POLICY LIMIT $ 2,000,000 B Professional Liab; Claims made PRB250090601 2/17/2026 2/17/2027 Per Claim $2,000,000 Aggregate $3,000,000 DESCRIPTION OF OPERATIONS / LOCATIONS I VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached if more space is required) Insured owns no company vehicles; therefore, hired/non-owned auto is the maximum coverage that applies. Pines Rd BNSF Grade Separation (20-135) CERTIFICATE HOLDER CANCELLATION SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN City of Spokane Valley ACCORDANCE WITH THE POLICY PROVISIONS. 10210 E Sprague Avenue AUTHORIZED REPRESENTATIVE Spokane Valley WA 98206 United States ©1988-2015 ACORD CORPORATION. All rights reserved. ACORD 25 (2016/03) The ACORD name and logo are registered marks of ACORD Policy Number: PSBOO10519 RLI Insurance Company Named Insured: Cowling&company LLc THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. RLIPack° FOR PROFESSIONALS BLANKET ADDITIONAL INSURED ENDORSEMENT This endorsement modifies insurance provided under the following: BUSINESSOWNERS COVERAGE FORM - SECTION II — LIABILITY C. WHO IS AN INSURED is amended to include as an additional insured any person or organization that you agree in a contract or agreement requiring insurance to include as an additional insured on this policy, but only with respect to liability for "bodily injury", "property damage" or "personal and advertising injury" caused in whole or in part by you or those acting on your behalf: a. In the performance of your ongoing operations; b. In connection with premises owned by or rented to you; or c. In connection with "your work" and included within the "product -completed operations hazard". 2. The insurance provided to the additional insured by this endorsement is limited as follows: a. This insurance does not apply on any basis to any person or organization for which coverage as an additional insured specifically is added by another endorsement to this policy. b. This insurance does not apply to the rendering of or failure to render any "professional services". c. This endorsement does not increase any of the limits of insurance stated in D. Liability And Medical Expenses Limits of Insurance. 3. The following is added to SECTION III H.2. Other Insurance — COMMON POLICY CONDITIONS (BUT APPLICABLE ONLY TO SECTION II — LIABILITY) However, if you specifically agree in a contract or agreement that the insurance provided to an additional insured under this policy must apply on a primary basis, or a primary and non-contributory basis, this insurance is primary to other insurance that is available to such additional insured which covers such additional insured as a named insured, and we will not share with that other insurance, provided that: a. The "bodily injury" or "property damage" for which coverage is sought occurs after you have entered into that contract or agreement; or b. The "personal and advertising injury" for which coverage is sought arises out of an offense committed after you have entered into that contract or agreement. 4. The following is added to SECTION III K. 2. Transfer of Rights of Recovery Against Others to Us — COMMON POLICY CONDITIONS (BUT APPLICABLE TO ONLY TO SECTION II — LIABILITY) We waive any rights of recovery we may have against any person or organization because of payments we make for "bodily injury", "property damage" or "personal and advertising injury" arising out of "your work" performed by you, or on your behalf, under a contract or agreement with that person or organization. We waive these rights only where you have agreed to do so as part of a contract or agreement with such person or organization entered into by you before the "bodily injury" or "property damage" occurs, or the "personal and advertising injury" offense is committed. ALL OTHER TERMS AND CONDITIONS OF THIS POLICY REMAIN UNCHANGED. PPB 304 02 12 Page 1 of 1 Policy Number: .........7 Named Insured: cowling&company LLc A. B. C. D. E. F. G. H. I. J. K. L. M. N. O. P. Q. R. S. T. RLI Insurance Company THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. RLIPack° BUSINESS AUTO ENHANCEMENT SCHEDULE OF COVERAGES ADDRESSED BY THIS ENDORSEMENT Broad Form Named Insured Employees As Insureds Blanket Additional Insured Blanket Waiver Of Subrogation Employee Hired Autos Fellow Employee Coverage Auto Loan Lease Gap Coverage Glass Repair —Waiver Of Deductible Personal Effects Coverage Hired Auto Physical Damage Coverage Hired Auto Physical Damage — Loss Of Use Hired Car —Worldwide Coverage Temporary Transportation Expenses Amended Bodily Injury Definition — Mental Anguish Airbag Coverage Amended Insured Contract Definition — Railroad Easement Coverage Extensions — Audio, Visual And Data Electronic Equipment Not Designed Solely For The Production Of Sound Notice Of And Knowledge Of Occurrence Unintentional Errors Or Omissions Towing Coverage PPA 300WA 03 13 Page 1 of 5 This endorsement modifies insurance provided under the following: BUSINESS AUTO COVERAGE FORM A. Broad Form Named Insured The following is added to the SECTION II — COVERED AUTOS LIABILITY COVERAGE, Para- graph A.1. Who Is An Insured Provision: Any business entity newly acquired or formed by you during the policy period, provided you own fifty percent (50%) or more of the business entity and the business entity is not separately insured for Business Auto Coverage. Coverage is extended up to a maximum of one hundred eighty (180) days following the acquisition or formation of the business entity. This provision does not apply to any person or organization for which coverage is excluded by endorsement. B. Employees As Insureds The following is added to the SECTION II — COVERED AUTOS LIABILITY COVERAGE, Para- graph A.1. Who Is An Insured Provision: Any "employee" of yours is an "insured" while using a covered "auto" you don't own, hire or borrow in your business or your personal affairs. C. Blanket Additional Insured The following is added to the SECTION II — COVERED AUTOS LIABILITY COVERAGE, Para- graph A.1. Who Is An Insured Provision: Any person or organization that you are required to include as an additional insured on this coverage form in a contract or agreement that is executed by you before the "bodily injury" or "property damage" occurs is an "insured" for liability coverage, but only for damages to which this insurance applies and only to the extent that person or organization qualifies as an "insured" under the Who Is An Insured provision contained in SECTION II — COVERED AUTOS LIABILITY COVERAGE. The insurance provided to the additional insured will be on a primary and non-contributory basis to the additional insured's own business auto coverage if you are required to do so in a contract or agreement that is executed by you before the "bodily injury" or "property damage" occurs. D. Blanket Waiver Of Subrogation The following is added to the SECTION IV — BUSINESS AUTO CONDITIONS, A. Loss Conditions, 5. Transfer Of Rights Of Recovery Against Others To Us: We waive any right of recovery we may have against any person or organization to the extent required of you by a contract executed prior to any "accident" or "loss", provided that the "accident" or "loss" arises out of the operations contemplated by such contract. The waiver applies only to the person or organization designated in such contract. E. Employee Hired Autos 1. The following is added to the SECTION II — COVERED AUTOS LIABILITY COVERAGE, Paragraph A.1. Who Is An Insured Provision: An "employee" of yours is an "insured" while operating an "auto" hired or rented under a contract or agreement in that "employee's" name, with your permission, while performing duties related to the conduct of your business. 2. Changes In General Conditions: Paragraph 5.b. of the Other Insurance Condition in the BUSINESS AUTO CONDITIONS is deleted and replaced with the following: b. For Hired Auto Physical Damage Coverage, the following are deemed to be covered "autos" you own: (1) Any covered "auto" you lease, hire, rent or borrow; and (2) Any covered "auto" hired or rented by your "employee" under a contract in that individual "employee's" name, with your permission, while performing duties related to the conduct of your business. However, any "auto" that is leased, hired, rented or borrowed with a driver is not a covered "auto". F. Fellow Employee Coverage SECTION II — COVERED AUTOS LIABILITY COVERAGE, Exclusion B.S. does not apply if you have workers compensation insurance in -force covering all of your employees. G. Auto Loan Lease Gap Coverage SECTION III — PHYSICAL DAMAGE COVERAGE, C. Limit Of Insurance, is amended by the addition of the following: In the event of a total "loss" to a covered "auto" shown in the Schedule of Declarations, we will pay any unpaid amount due on the lease or loan for a covered "auto", less: PPA 300WA 03 13 Page 2 of 5 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; 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. H. Glass Repair— Waiver Of Deductible SECTION III — PHYSICAL DAMAGE COVERAGE, D. Deductible is amended by adding the following: No deductible for a covered "auto" will apply to glass damage if the glass is repaired rather than replaced. I. Personal Effects Coverage The following is added to SECTION III — PHYSICAL DAMAGE COVERAGE, A. Coverage, 4. Coverage Extensions: c. Personal Effects Coverage In the event of a total theft loss of your covered "auto we will pay up to $400 for "loss" to wearing apparel and other personal effects which are: (1) Owned by an "insured"; and (2) In or on your covered "auto"; No deductible applies to Personal Effects Coverage. J. Hired Auto Physical Damage Coverage The following is added to SECTION III — PHYSICAL DAMAGE COVERAGE, A. Coverage, 4. Coverage Extensions: d. Hired Auto Physical Damage Coverage If hired "autos" are covered "autos" for Liability Coverage and this policy also provides Physical Damage Coverage for an owned "auto", then the Physical Damage Coverage is extended to "autos" that you hire, rent or borrow subject to the following: (1) The most we will pay for "loss" in any one "accident" to a hired, rented or borrowed "auto" is the lesser of: (a) $60,000 (b) The actual cash value of the damaged or stolen property as of the time of the "loss"; or (c) The cost of repairing or replacing the damaged or stolen property with other property of like kind and quality. (2) An adjustment for depreciation and physical condition will be made 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 the part; or (b) The amount which the resale value of the "auto" is increased from the repair or replacement. (4) A deductible equal to the highest Physical Damage deductible applicable to any owned auto will apply. (5) This Coverage Extension will not apply to: (a) Any "auto" that is hired, rented or borrowed with a driver; or (b) Any "auto" that is hired, rented or borrowed from your "employee". K. Hired Auto Physical Damage — Loss Of Use The following is added to SECTION II — COVERED AUTOS LIABILITY COVERAGE, A.2. Coverage Extensions: e. We will pay sums which you legally must pay to the lessor of a covered "auto" which you have leased without a driver for thirty (30) days or less for the lessor's loss of use of the covered "auto", provided: (1) This insurance provides comprehensive, specified causes of loss or collision covered on the covered "auto"; (2) The loss of use results from the covered "auto" being damaged in an "accident" while you are leasing it. We will pay up to a maximum limit of $1,500 for this covered extension. L. Hired Car —Worldwide Coverage The following is added to SECTION II — COVERED AUTOS LIABILITY COVERAGE, A.2. Coverage Extensions: PPA 300WA 03 13 Page 3 of 5 f. Hired Car— Worldwide Coverage (1) We will pay all sums an "insured" legally must pay as damages because of "bodily injury" or "property damage" to which this insurance applies, caused by an "accident' which occurs outside of the United States of America, the territories and possessions of the United States of America, Puerto Rico and Canada resulting from the maintenance, or use of any covered "auto" of the private passenger type you lease, hire, rent or borrow without a driver for thirty (30) days or less. (2) With respect to any claim made or "suit' instituted outside the United States of America, the territories and possessions of the United States of America, Puerto Rico, and Canada: (a) You shall undertake the investigation, settlement and defense of such claims and "suits" and keep us advised of all proceedings and actions. (b) You will not make any settlement without our consent. (c) We will reimburse you: (i) For the amount of damages be- cause of liability imposed upon you by law on account of "bodily' injury' or "property damage" to which this insurance applies, and (ii) For all reasonable expenses incur- red with our consent in connection with the investigation, settlement or defense of such claims or "suits". Reimbursement for expenses will be part of the Limit of Insurance for liability coverage shown in the Busi- ness Auto Coverage Declarations, and not in addition to such limits. (3) The limit of Insurance for Liability Coverage shown in the Business Auto Coverage Declarations is the most we will reimburse you for the sum of all damages imposed on you, as set forth in paragraph 2.c. above, and all expenses incurred by you arising out of any single "accident' or "loss". (4) You must maintain the greater of the following primary auto liability insurance limits: (a) Compulsory admitted insurance with limits required to be in force to satisfy the legal requirements of the jurisdiction where the accident occurs; or (b) Insurance limits required by law and issued by a government entity or by an insurer licensed or permitted by law to do business in the jurisdiction where the "accident" occurs; or (c) Auto liability insurance limits of at least $300,000 combined single limit or $100,000 per person/$300,000 per acci- dent Bodily Injury, $100,000 Property Damage. If you fail to comply with the above, this insurance is not invalidated. However, in the event of a "loss", we will pay only to the extent that we would have been liable had you so complied. (5) The insurance provided by this coverage extension is excess over any other collectible insurance available to you whether on a primary, excess contingent or any other basis. M. Temporary Transportation Expenses SECTION III — PHYSICAL DAMAGE COVERAGE, A.4. Coverage Extensions, subparagraph a. Transportation Expenses is deleted and replaced by the following: a. Transportation Expenses (1) We will pay up to a maximum of $1,500 for temporary transportation expense incurred by you because of Physical Damage to a coverage "auto". (2) We will pay only for those covered "autos" for which you carry Comprehensive, Collision or Specified Case of Loss Coverage. (3) We will pay only for those expenses incurred by you during the period of time that begins twenty-four (24) hours after the covered "loss" and ends at the time when the covered "auto" can be reasonable repaired or replaced. (4) This coverage does not apply while there are spare or reserve "autos" available to you for your operations. N. Amended Bodily Injury Definition — Mental Anguish The following is added to SECTION V — DEFINITIONS, Definition C.: "Bodily injury" also includes mental anguish, but only when the mental anguish arises from other bodily injury, sickness or disease. PPA 300WA 03 13 Page 4 of 5 O. Airbag Coverage The following is added to SECTION III — PHYSICAL DAMAGE COVERAGE B. Exclusions 3.a.: However, this exclusion will not apply to accidental discharge of an airbag due to mechanical or electrical breakdown. P. Amended Insured Contract Definition — Railroad Easement SECTION V — DEFINITIONS paragraph H. "Insured contact" is modified as follows: 1. Paragraph H.3. is replaced by the following: 3. Any easement or license agreement. 2. Paragraph H.6.a. is deleted. Q. Coverage Extensions — Audio, Visual And Data Electronic Equipment Not Designed Solely For The Production Of Sound SECTION III — PHYSICAL DAMAGE COVERAGE B. Exclusions, exception paragraph a. to exclusion 4.c. and 4.d. is deleted and replaced with the following: a. Equipment and accessories used with such equipment, except for tapes, records, discs or other electronic media device, provided such equipment is permanently installed in the covered "auto" at the time of the "loss" or is removable from the housing unit which is permanently installed in the covered "auto" at the time of the "loss", and such equipment is designed to be solely operated by use of the power from the "autos" electrical system, in or upon the covered "autos"; or R. Notice Of An Knowledge Of Occurrence SECTION IV — BUSINESS AUTO CONDITIONS, A.2. Duties In The Event Of Accident, Claim Suit Or Loss, subparagraph a. is deleted and replaced with the following: a. In the event of "accident", claim, "suit" or "loss", you must give us or our authorized representative prompt notice of the "accident" or "loss" including: (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 person and witnesses. Your duty to give us or our authorized representative prompt notice of the "accident" or "loss" applies only when the "accident" or "loss" is known to: (1) You, if you are an individual; (2) A partner if you are a partnership; or (3) An executive officer or insurance manager, if you are a corporation. S. Unintentional Errors Or Omissions SECTION IV — BUSINESS AUTO CONDITIONS, B. General Conditions; 2. Concealment Misrepre- sentation Or Fraud is amended by adding the following: The unintentional omission of, or unintentional error in, any information given by you shall not prejudice your rights under this insurance. However this pro- vision does not affect our right to collect additional premium or exercise our right of cancellation or nonrenewal. T. Towing Coverage SECTION III — PHYSICAL DAMAGE COVERAGE, A.2. Towing, is deleted and replaced by the following: 2. We will pay up to $750 for towing and labor costs incurred each time a covered "auto" is disabled due to a covered cause of loss. However: a. All labor must be performed at the place of disablement; and b. If the covered auto is a private passenger type no deductible applies; and C. If the covered auto is not of the private passenger type our obligation to pay will be reduced by a $250 deductible per disablement. ALL OTHER TERMS AND CONDITIONS OF THIS POLICY REMAIN UNCHANGED. PPA 300WA 03 13 Page 5 of 5