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13-017.00 SvR Design: Appleway TrailAGREEMENT FOR PROFESSIONAL SERVICES SvR Design Company Appleway Trail Project #0176 SVPW Contract #13 -009 THIS AGREEMENT is made by and between the City of Spokane Valley, a code City of the State of Washington, hereinafter "City" and SvR Design 1 CompanX, hereinafter "Consultant," jointly referred to as "Parties." IN CONSIDERATION of the terms and conditions contained herein, the Parties agree as follows: 1. Work to Be Performed. Consultant shall provide all labor, services and material to satisfactorily complete the attached Scope of Services. A. Administration. The City Manager or designee shall administer and be the primary contact for Consultant. Prior to commencement of work, Consultant shall contact the City Manager or designee to review the Scope of Services, schedule and date of completion. The Scope of Services is attached hereto as Exhibit 1. Upon notice from the City Manager or designee, Consultant shall commence work, perform the requested tasks in the Scope of Services, stop work and promptly cure any failure in performance under this Agreement. B. Representations. City has relied upon the qualifications of Consultant in entering into this Agreement. By execution of this Agreement, Consultant represents it possesses the ability, skill and resources necessary to perform the work and is familiar with all current laws, rules and regulations which reasonably relate to the Scope of Services. No substitutions of agreed -upon personnel shall be made without the prior written consent of City. Consultant represents that the compensation as stated in paragraph 3 is adequate and sufficient compensation for its timely provision of all professional services required to complete the Scope of Services under this Agreement. Consultant shall be responsible for the technical accuracy of its services and documents resulting therefrom, and City shall not be responsible for discovering deficiencies therein. Consultant shall correct such deficiencies without additional compensation except to the extent such action is directly attributable to deficiencies in City furnished information. C. Standard of Care. Consultant shall exercise the degree of skill and diligence normally employed by professional consultants engaged in the same profession, and performing the same or similar services at the time such services are performed. D. Modifications. City may modify this Agreement and order changes in the work whenever necessary or advisable. Consultant will accept modifications when ordered in writing by the City Manager or designee. Compensation for such modifications or changes shall be as mutually agreed between the Parties. Consultant shall make such revisions in the work as are necessary to correct errors or omissions appearing therein when required to do so by City without additional compensation. 2. Term of Contract. This Agreement shall be in full force and effect upon execution and shall remain in effect until completion of all contractual requirements have been met as determined by City. Consultant shall complete its work within ones of execution of this Agreement, unless the time for performance Agreement for Professional Services — SvR Design Company: Appleway Trail Design Page 1 of 6 W (� -017 is extended in writing by the Parties. Either Party may terminate this Agreement for material breach after providing the other Party with at least ten days' prior notice and an opportunity to cure the breach. City may, in addition, terminate this Agreement for any reason by ten days' written notice to Consultant. In the event of termination without breach, City shall pay Consultant for all work previously authorized and satisfactorily performed prior to the termination date. 3. Compensation. City agrees to pay Consultant $100,000 as full compensation for everything done under this Agreement. Consultant shall not perform any extra, further or additional services for which it will request additional compensation from City without a prior written agreement for such services and payment therefore. 4. Payment. Consultant shall be paid monthly upon presentation of an invoice to City. Applications for payment shall be sent to the City Finance Department at the below stated address. City reserves the right to withhold payment under this Agreement which is determined in the reasonable judgment of the City Manager or designee to be noncompliant with the Scope of Services, City standards, City Code, and federal or state standards. 5. Notice. Notices other than applications for payment shall be given in writing as follows: TO THE CITY: TO THE CONSULTANT: Name: Christine Bainbridge, City Clerk Name: Dave Rodgers, SvR Design Company Phone: (509)921 -1000 Phone: (206) 223 -0326 x1010 Address: 11707 East Sprague Ave, Suite 106 Address: 1205 Second Ave #200 Spokane Valley, WA99206 Seattle, WA 98101 6. Applicable Laws and Standards. The Parties, in the performance of this Agreement, agree to comply with all applicable federal, state, and local laws and regulations. Consultant warrants that its designs, construction documents, and services shall confirm to all federal, state and local statutes and regulations. 7. Certification Reeardin2 Debarment, Suspension, and Other Responsibility Matters — Prima Covered Transactions. A. By executing this Agreement, the Consultant certifies to the best of its knowledge and belief, that it and its principals: 1. Are not presently debarred, suspended, proposed for debarment, declared ineligible, or voluntarily excluded from covered transactions by any federal department or agency; 2. Have not within a three -year period preceding this proposal been convicted of or had a civil judgment rendered against them for commission or fraud or a criminal offense in connection with obtaining, attempting to obtain, or performing a public (federal, state, or local) transaction or contract under a public transaction; violation of federal or state antitrust statues or commission of embezzlement, theft, forgery, bribery, falsification or destruction of records, making false statements, or receiving stolen property; 3. Are not presently indicted for or otherwise criminally or civilly charged by a governmental entity (federal, state, or local) with commission of any of the offenses Agreement for Professional Services — SvR Design Company: Appleway Trail Design Page 2 of 6 enumerated in paragraph (A)(2) of this certification; and 4. Have not within a three (3) year period preceding this application/proposal had one or more public transactions (federal, state, or local) terminated for cause or default. B. Where the prospective primary participant is unable to certify to any of the statements in this certification, such prospective participant shall attach an explanation to this Agreement. 8. Relationship of the Parties. It is understood, agreed and declared that Consultant shall be an independent contractor, and not the agent or employee of City, that City is interested in only the results to be achieved, and that the right to control the particular manner, method and means in which the services are performed is solely within the discretion of Consultant. Any and all employees who provide services to City under this Agreement shall be deemed employees solely of Consultant. The Consultant shall be solely responsible for the conduct and actions of all its employees under this Agreement and any liability that may attach thereto. 9. Ownership of Documents. All drawings, plans, specifications, and other related documents prepared by Consultant under this Agreement are and shall be the property of City, and may be subject to disclosure pursuant to RCW 42.56 or other applicable public record laws. The written, graphic, mapped, photographic, or visual documents prepared by Consultant under this Agreement shall, unless otherwise provided, be deemed the property of City. City shall be permitted to retain these documents, including reproducible camera -ready originals of reports, reproduction quality mylars of maps, and copies in the form of computer files, for the City's use. City shall have unrestricted authority to publish, disclose, distribute and otherwise use, in whole or in part, any reports, data, drawings, images or other material prepared under this Agreement, provided that Consultant shall have no liability for the use of Consultant's work product outside of the scope of its intended purpose. 10. Records. The City or State Auditor or any of their representatives shall have full access to and the right to examine during normal business hours all of Consultant's records with respect to all matters covered in this Agreement. Such representatives shall be permitted to audit, examine and make excerpts or transcripts from such records and to make audits of all contracts, invoices, materials, payrolls and record of matters covered by this Agreement for a period of three years from the date final payment is made hereunder. 11. Insurance. Consultant shall procure and maintain for the duration of the Agreement, insurance against claims for injuries to persons or damage to property which may arise from or in connection with the performance of the work hereunder by Consultant, its agents, representatives, employees or subcontractors. A. Minimum Scope of Insurance. Consultant shall obtain insurance of the types described below: 1.Automobile liability insurance covering all owned, non - owned, hired and leased vehicles. Coverage shall be written on Insurance Services Office (ISO) form CA 00 01 or a substitute form providing equivalent liability coverage. If necessary, the policy shall be endorsed to provide contractual liability coverage. 2.Commercial general liability insurance shall be written on ISO occurrence form CG 00 01 and shall cover liability arising from premises, operations, independent contractors and personal injury and advertising injury. City shall be named as an insured under Agreement for Professional Services — SvR Design Company: Appleway Trail Design Page 3 of 6 Consultant's commercial general liability insurance policy with respect to the work performed for the City. 3.Workers' compensation coverage as required by the industrial insurance laws of the State of Washington. 4.Professional liability insurance appropriate to Consultant's profession. B. Minimum Amounts of Insurance. Consultant shall maintain the following insurance limits: 1.Automobile liability insurance with a minimum combined single limit for bodily injury and property damage of $1,000,000 per accident. 2.Commercial general liability insurance shall be written with limits no less than $1,000,000 each occurrence, $2,000,000 general aggregate. 3.Professional liability insurance shall be written with limits no less than $1,000,000 per claim and $1,000,000 policy aggregate limit. C. Other Insurance Provisions. The insurance policies are to contain, or be endorsed to contain, the following provisions for automobile liability, professional liability and commercial general liability insurance: 1.Consultant's insurance coverage shall be primary insurance with respect to City. Any insurance, self - insurance, or insurance pool coverage maintained by City shall be in excess of Consultant's insurance and shall not contribute with it. 2.Consultant shall fax or send electronically in .pdf format a copy of insurer's cancellation notice within two business days of receipt by Consultant. D. Acceptability of Insurers. Insurance is to be placed with insurers with a current A.M. Best rating of not less than ANII. E. Evidence of Coverage. As evidence of the insurance coverages required by this Agreement, Consultant shall furnish acceptable insurance certificates to the City Clerk at the time Consultant returns the signed Agreement. The certificate shall specify all of the parties who are additional insureds, and will include applicable policy endorsements, and the deduction or retention level. Insuring companies or entities are subject to City acceptance. If requested, complete copies of insurance policies shall be provided to City. Consultant shall be financially responsible for all pertinent deductibles, self - insured retentions, and/or self - insurance. 12. Indemnification and Hold Harmless. Consultant shall, at its sole expense, indemnify and hold harmless City and its officers, agents, and employees, from claims actions, suits, liability, loss, costs, reasonable attorney's fees and costs of litigation, expenses, injuries, and damages to the extent caused by the wrongful or negligent acts, errors or omissions in the services provided by Consultant, Consultant's agents, subcontractors, subconsultants and employees to the fullest extent permitted by law, subject only to the limitations provided below. Consultant's duty to, indemnify and hold harmless City shall not apply to liability for damages arising out of such services caused by or resulting from the sole negligence of City or City's agents or employees. Agreement for Professional Services — SvR Design Company: Appleway Trail Design Page 4 of 6 Consultant's duty to indemnify and hold harmless City against liability for damages arising out of such services caused by the concurrent negligence of (a) City or City's agents or employees, and (b) Consultant, Consultant's agents, subcontractors, subconsultants and employees, shall apply only to the extent of the negligence of Consultant, Consultant's agents, subcontractors, subconsultants and employees. Consultant's duty to indemnify and hold City harmless shall include, as to all claims, demands, losses and liability to which it applies, reasonable attorneys' fees, outside consultant costs, court costs, fees for collection, and all other claim - related expenses. Consultant specifically and expressly waives any immunity that may be granted it under the Washington State Industrial Insurance Act, Title 51 RCW. These indemnification obligations shall not be limited in any way by any limitation on the amount or type of damages, compensation or benefits payable to or for any third party under workers' compensation acts, disability benefit acts, or other employee benefits acts. Provided, that Consultant's waiver of immunity under this provision extends only to claims against Consultant by City, and does not include, or extend to, any claims by Consultant's employees directly against Consultant. Consultant hereby certifies that this indemnification provision was mutually negotiated. 13. Waiver. No officer, employee, agent or other individual acting on behalf of either Party has the power, right or authority to waive any of the conditions or provisions of this Agreement. No waiver in one instance shall be held to be a waiver of any other subsequent breach or nonperformance. All remedies afforded in this Agreement or by law, shall be taken and construed as cumulative, and in addition to every other remedy provided herein or by law. Failure of either Party to enforce at any time any of the provisions of this Agreement or to require at any time performance by the other Party of any provision hereof shall in no way be construed to be a waiver of such provisions nor shall it affect the validity of this Agreement or any part thereof. 14. Assignment and DeleEation. Neither Party shall assign, transfer or delegate any or all of the responsibilities of this Agreement or the benefits received hereunder without first obtaining the written consent of the other Party. 15. Subcontracts. Except as otherwise provided herein, Consultant shall not enter into subcontracts for any of the work contemplated under this Agreement without obtaining prior written approval of City. 16. Confidentiality. Consultant may, from time to time, receive information which is deemed by City to be confidential. Consultant shall not disclose such information without the prior express written consent of City or upon order of a court of competent jurisdiction. 17. Jurisdiction and Venue. This Agreement is entered into in Spokane County, Washington. Disputes between City and Consultant shall be resolved in the Superior Court of the State of Washington in Spokane County. Notwithstanding the foregoing, Consultant agrees that it may, at City's request, be joined as a party in any arbitration proceeding between City and any third party that includes a claim or claims that arise out of, or that are related to Consultant's services under this Agreement. Consultant further agrees that the Arbitrator(s) decision therein shall be final and binding on Consultant and that judgment may be entered upon it in any court having jurisdiction thereof. 18. Cost and Attorney's Fees. The prevailing party in any litigation or arbitration arising out of this Agreement shall be entitled to its attorney's fees and costs of such litigation (including expert witness fees). Agreement for Professional Services — SvR Design Company: Appleway Trail Design Page 5 of 6 19. Entire Agreement. This written Agreement constitutes the entire and complete agreement between the Parties and supersedes any prior oral or written agreements. This Agreement may not be changed, modified or altered except in writing signed by the Parties hereto. 20. Anti - kickback. No officer or employee of City, having the power or duty to perform an official act or action related to this Agreement shall have or acquire any interest in this Agreement, or have solicited, accepted or granted a present or future gift, favor, service or other thing of value from any person with an interest in this Agreement. 21. Business Registration. Prior to commencement of work under this Agreement, Consultant shall register with the City as a business. 22. Severability. If any section, sentence, clause or phrase of this Agreement should be held to be invalid for any reason by a court of competent jurisdiction, such invalidity shall not affect the validity of any other section, sentence, clause or phrase of this Agreement. 23. Exhibits. Exhibits attached and incorporated into this Agreement are: 1.Scope of Services 2.Insurance Certificates The Parties have executed this Agreement thiZ day of , 20B. Tqck OKANE VALLEY 'In- ! 3 tk City Manager ATTE Christine Bainbridge, City Cor= ompan y By Dave odge Its: ri ipal APPROVED AS TO FORM: Office of City Attorney Agreement for Professional Services — SvR Design Company: Appleway Trail Design Page 6 of 6 e C!IQ Civil Engineering Landscape Architecture Environmental Restoration Planning 1205 Second Avenue Suite 200 Seattle, WA 98101 Phone: 206.223.0326 Fax: 206.223.0125 svrsvrdesign.com �Xi�1R a� DESIGN COMPANY January 14, 2013 Revised January 23, 2013 Steve Worley City of Spokane Valley 11707 E Sprague Avenue, Ste. 106 Spokane Valley, WA 99206 Re: Civil Engineering and Landscape Architecture Services - Scope of Work Appleway Corridor Master Planning and Trail Dear Name: We are pleased to submit this proposal to provide Civil Engineering and Landscape Architecture Services for the Appleway Trail. Proposed Project Project Site Located in Spokane Valley, running parallel with E. Sprague Avenue, the Appleway Trail corridor lies between S. University Ave and S. Evergreen Ave. Project Overview The proposed project will consist of development of an Appleway Corridor Master Plan, including a shared - use path, and subsequent development of construction documents for the shared -use path. Future phase(s) may include bidding support, construction administration and as -built documents, preparing grant applications and implementation of the remainder of the Appleway Corridor Master Plan, as resources become available. Design of landscape and other linear park amenities may also be added at a later date. Schedule/Phasing Data Gathering Schematic/Master Plan: 60% PS &Es: 90% PS &Es: Bid Documents Construction Administration ASAP March 15, 2013 May 1, 2013 June 15, 2013 July 31, 2013 TBD This document is proprietary information prepared by SvR for this project only and shall not be forwarded, copied or used by other parties without written permission. R FEES & SCOPES- R\20MAppleway Trail Design\Appleway Trail Proposalpdf.docx Proposal �U3 Appleway Trail and Master Plan January 14, 2013 Revised January 23, 2013 Page 2 of 5 SCOPE OF SERVICES Data Gathering $6,500 During this first phase of work, we will understand the existing information and site conditions, including review of preliminary traffic control designs, legal descriptions, traffic counts, collision data, grant submissions and geotechnical information. We will also assist the City of Spokane Valley in scoping and requesting survey, based on understood project needs. Data Gathering tasks include: • meeting with interested City stakeholders to set and confirm project goals • site visit • compiling data including base maps, site photos and other relevant information • confirm project timeline, milestones and deliverables Deliverables: o compiled base maps, site photos and other background information Appleway Corridor Open Space Program Master Plan 130% Trail Plans $28,500 During the Master Plan phase, SvR and Michael Terrell Landscape Architect will work collaboratively with the City to establish goals, set expectations and introduce the Appleway Corridor project to the community. During facilitated design meetings, project timelines, expectations will be presented to the community and the City/design team will seek citizen/constituent feedback regarding the scope, program and aesthetics of the proposed design. The City will do mailings and announce the meeting; the consultant team will facilitate and prepare exhibits for the meetings. The Master Plan phase will include a charrette at City Hall with the consultant team and city officials invited. This will occur shortly after the first master plan meeting and will result in a draft open space master plan. The team will subsequently refine the master plan and prepare presentation graphics for the community for a second public meeting. Appleway Corridor Open Space Program Master Plan /30% Trail Plans: • preparing materials and facilitating an initial master plan community meeting to identify and understand project opportunities and prioritize desired program opportunities for the Appleway corridor; • conducting/facilitating up to a full day -long design charrette with the City to develop preliminary master plan ideas; • refine and present a refined master plan design to council/public during a second meeting. Deliverables: • initial public master plan meeting to identify and understand project opportunities and seek programming opportunities from the community • facilitated project charrette to develop preliminary master plan • second meeting with council/public to present master plan document • estimate of probable costs • rendered open space program master plan • memorandum documenting the master plan process and resulting plan. • 30% plan for trail area only This document is proprietary information prepared by SvR for this project only and shall not be forwarded, copied or used by other parties without written permission. FAFEES & SCOPES- R\2013\Appleway Trail Design\Appleway Trail Proposalpdf.docx Proposal C]� Appleway Trail and Master Plan January 14, 2013 Revised January 23, 2013 Page 3 of 5 60% PS &Es $35,000 Moving from the open space program master planning phase, the design team will begin to translate trail alignment considerations into construction documents. At this time, we understand the project implementation funding is limited to the trail component of the project, including two hawk signals; these elements will be the focus of these construction documents. Grading, drainage and TESC documentation will focus on building the trail; earth moving will be limited to the needed grading to build the trail alignment and to reconfigure stormwater facilities as needed. A draft stormwater memorandum will be prepared documenting the approach of restoring square footage of disturbed facilities rather than re- modeling the regional stormwater facilities. Signal crossing design will be limited to two hawk signals, one at SR 27 and one at Evergreen. The City of Spokane will address any in street work at the crossing relative to curb bulbs, lane reduction. Design team will carry costs for these items in the cost estimate. Documentation assumes that the trail layout will be done via an electronic file during the construction process. Vertical and horizontal trail alignment will be indicated on the plan in tables. Detailed enlargement plans will be provided at intersections and stormwater facilities. 60% PSEs tasks include: • translating the master plan trail alignment to preliminary construction drawings, including: o 60% TESC plans o 60% Layout and profile plans o 60% Trail grading and paving plans o 60% Hawk signal design o 60% Intersection plans o 60% Stormwater plans • 60% Draft stormwater memorandum • 60% Special provisions • 60% Engineer's estimate Deliverables: o 60% TESC plans o 60% Layout and profile plans o 60% Trail grading and paving plans o 60% Intersection plans o 60% Stormwater plans o 60 % Draft stormwater memorandum o 60 % Special Provisions o 60 % Engineer's Estimate This document is proprietary information prepared by SvR for this project only and shall not be forwarded, copied or used by other parties without written permission. FAFEES & SCOPES- R\201RAppleway Trail Design�Appleway Trail Proposalpdf.docx Proposal ©� Appleway Trail and Master Plan January 14, 2013 Revised January 23, 2013 Page 4 of 5 90% PS &Es $20,000 The 60% documents will be submitted to the City for comments. The design team will respond to comments in the 90% PS &E documents. 90% PSEs tasks include: • translating the master plan trail alignment to 90% construction drawings, including: o 90% TESC plans o 90% Layout and profile plans o 90% Trail grading and paving plans o 90% Hawk signal design o 90% Intersection plans o 90% Stormwater plans • 90% Draft stormwater memorandum • 90% Draft technical specifications /special provisions • 90% Engineer's estimate Deliverables: o 90% TESC plans o 90% Layout and profile plans o 90% Trail grading and paving plans o 90% Intersection plans o 90% Stormwater plans o 90 % Draft stormwater memorandum o 90 % Special Provisions o 90 % Engineer's Estimate and Draft Bid Tabs Bid Documents Phase $10,000 With comments from the 90% PSE documents, the design team will provide special provisions and plans for bid by July 31, 2013. We understand that this is a firm deadline. The City will provide a WSDOT approved front end to the Special Provisions. Bidding includes: • Bid Plan Preparation • Bid Tabs • Bid Special Provisions • Responses to Bidder Questions Deliverables: • Plans, Bid Tabs, Special provisions • Response to Bidder's questions This document is proprietary information prepared by SvR for this project only and shall not be forwarded, copied or used by other parties without written permission. FAFEES & SCOPES- R\2013Wppleway Trail Design\Appleway Trail Proposalpdf.docx Proposal ►� %US Appleway Trail and Master Plan January 14, 2013 Revised January 23, 2013 Page 5 of 5 Project Scope Assumptions (see attached) - The City of Spokane Valley will develop the arterial crossing curb revisions - The City of Spokane valley will review the operation of Appleway and University at the west end of the alignment under a separate effort. - City of Spokane Valley will coordinate with WSDOT, the design team will support that coordination effort. - Franchise utility relocation will not be part of the project - Signal poles will include street lights - Additional street lights will be installed by the utility separate from the bid package FEE For the scope of services described above, SvR shall be paid a lump sum of $100,000 including expenses. This amount includes two subconsultants: Terrell Landscape Architecture and Fehr & Peers, who will support the project through landscape architecture planning and traffic signal design, respectively. Please sign and return one copy of this letter to confirm our agreement. We look forward to working with you on this project. ACCEPTED: )aRod ign Company Name: Print Name: ge , PE Title: Date: Attachments: Project Scope Assumptions initial This document is proprietary information prepared by SvR for this project only and shall not be forwarded, copied or used by other parties without written permission. FAFEES & SCOPES- R\20MAppleway Trail Design\Appleway Trail Proposalpdfdocx Project Name: Appleway Trail and Master Plan Date: January 14, 2012 PROJECT SCOPE ASSUMPTIONS r?e ✓. 1 /is General FAFEES & SCOPES- R\2013\Appleway Trail Design\Appleway Trail Assumptions.docx Rev 10.07.09 �.,,.j tr.�l �1c.�•ok. JGii��� 1 f Yes No N/A Comments I , ❑ Electrical civil site component design included. , rv� C 4% dosign build by eafAxw-tor 2. ® ❑ ❑ engineering and 4ediesincluded. Limited to scope 3. ❑ ® ❑ production for submittal and bid sets included. 4. ❑ ® ❑ Permitting requirements and review comments Limited to overall SvR scope. SEPA included. checklist by City of required. 5. ❑ ® ❑ Permit narrative preparation included. Actual submittals by others. 6. ❑ ® ❑ Wetland delineation included. 7. ❑ ® ❑ Wetland mitigation included. g. ❑ ® ❑ Record drawings included. (not certified) Certified drawings may require higher level onsite presence and may require a survey. 9. ® ❑ ❑ Estimate of probable cost included. 10. ® ❑ ❑ Quantity take off included. 11. ❑ ® ❑ Pricing with General Contractor included. 12. ❑ ® ❑ Tree preservation plan included. SvR will show tree protection zone based on survey data. 13. ❑ ❑ ® Site stairway design and details included. 14. ❑ ® ❑ Drawing standards per . Drawing Varies per plan type. Trail Plan will be Scale set at I " =10', 1 " =20', or 1 " =40'. greater than 20 scale. 15. ❑ ® ❑ Construction documents prepared for lump sum r bid contract. 16. ® ❑ ❑ Construction documents prepared for unit price bid contract. Unit price bid descriptions and format per WSDOT standards. 17. ® ❑ ❑ Construction Type: Public Works _ Private negotiated GC _ Private Design Bid _GCCM X Other (Public Design Bid Build) 18. ® ❑ ❑ Technical specifications included. WSDOT Special Provisions _SvR standard specifications Private _ Public _ X Project specificspecialty specifications 19. ® ❑ ❑ Technical specifications format: Construction Specifications Institute (CSI) 2004 format _X_ Special Provisions per _ WSDOT agency standard Otherspecify: 20. El ❑ Division 00 and 01 specifications included. Assumes WSDOT approved front end by City. 21. ❑ ® ❑ Project manual for bid included. Special provisions by design team, manual front end by City. 22. ® ❑ ❑ Drawings provided for the following permit submittals: 60 %, 90 %, Bid. 23. ❑ ® ❑ DOE construction stormwater permit (NPDES) Owner will apply and provide public included. notice. 24. ❑ ® ❑ 3D design CAD files included. 25, 1 ❑ 1 ® I ❑ Hardscape layout and dimensioning included. Contractor will have Cad file for layout. FAFEES & SCOPES- R\2013\Appleway Trail Design\Appleway Trail Assumptions.docx Rev 10.07.09 �.,,.j tr.�l �1c.�•ok. JGii��� 1 f rR Project Name: Appleway Trail and Master Plan Date: January 14, 2012 o.�. 1 /,.I Irr PROJECT SCOPE ASSUMPTIONS Site /Civil Yes No N/A Comments 26. ® ❑ ❑ Grading of sidewalks and walkways included. 27. ® ❑ ❑ Determination of ADA path of travel included. Team will use City template. 28. ® ❑ ❑ Grading for ADA routes of travel included. 29. ❑ ❑ ® Determination of building location included. 30. ❑ ® ❑ Conform set following bidding and/or permit included. T &M unless otherwise indicated. 31. ❑ ® ❑ Construction records based on contractor information. T &M unless otherwise indicated. PROJECT SCOPE ASSUMPTIONS Site /Civil F: \FEES & SCOPES- R\2013\Appleway Trail Design\Appleway Trail Assumptions. docx Rev 10.07.09 Yes No N/A Comments 1. ❑ ® ❑ Design of offsite improvements /utility extensions included. 2. ® ❑ ❑ Stormwater management report required. Team will use City template. 3. ® ❑ ❑ Storm gravity design included. 4. ❑ ❑ ® Design of force main and pumps for storm system included. 5. ❑ ❑ ® Design of force main and pumps for sanitary sewer system included. 6. ❑ ❑ ® Design of pumps for water system included. 7. ❑ ❑ ® Street improvement plans (SIP) included. 8. ❑ ❑ ® Frontage improvements in Right -of -way for civil utilities and street section paving layout included. Frontage improvements limited to trail crossing/curb bulb etc. 9. ® ❑ ❑ Site drawings included. 10. ® ❑ ❑ Civil utility drawings included. Limited to Scope 11. ❑ ® ❑ Franchise utility phone design included. 12. ❑ ® ❑ Franchise utility for cable TV design included. 13. ❑ ® ❑ Franchise utility gas design included. 14. ❑ ® ❑ Horizontal control for franchise utilities phone and cable distribution included. 15. ❑ ® ❑ Horizontal control for franchise gas distribution included. 16. ❑ ® ❑ Irrigation sizing and demand included. 17. ® ❑ ❑ Quantities of civil improvements included. 18. ® ❑ ❑ Estimate of probable cost included. 19. ® ❑ ❑ AutoCAD 2007 file provided for layout of civil utilities shown on plan view for construction. Contractor will be responsible for signing release form for CAD files. 20. ❑ ® ❑ Asphalt Concrete (AC) pavement thickness design for vehicular loading included. 21. ❑ ® ❑ Portland Cement Concrete (PCC) pavement thickness design for vehicular loading included. 22. ❑ ❑ ® Domestic service sizing for water from public main to building included. 23. ® ❑ ❑ Standard details _SvR standard details Project specific specialty details Agency standard details referenced 24. ® ❑ ❑ Landscape design op-v� work by SvR included See Scope. 125.1 ❑ I ® I ❑ SEPA checklist & submittal By City 26. ❑ 1 ❑ I ® JARPA submittal NEPA not required per City. F: \FEES & SCOPES- R\2013\Appleway Trail Design\Appleway Trail Assumptions. docx Rev 10.07.09 rR Project Name: Appleway Trail and Master Plan PROJECT SCOPE ASSUMPTIONS Landscape F:\FEES & SCOPES- R\2013\Appleway Trail Design\Appleway Trail Assumptions. docx Rev 10.07.09 `3 IS y{L. JAG.. Yes No N/A I Comments 1, ® ❑ ❑ Site layout included. Layout by Contractor per Cad file 2, ® ❑ ❑ Hardscape design included. 3, ❑ ® ❑ Reproduction for submittal and bid sets included. 4, ❑ ® ❑ Design of off -site landscape and irrigation improvements included. 5, ® El F] Fencing included. Limited to relocation of existing fence as required. 6, T 0 ❑ Right -of -way planting included. j y; . +¢� f W,- VV '], ® ❑ Site furnishings included. g, ❑ ® ❑ Site li&mg included. Si .r.. +y �+.%� 1"b'� 1`51 efiC Conduit and handholes can be placed Iii along alignment for future lighting. 9, ❑ ® ❑ Irrigation design included. 10. ® ❑ ❑ Estimate of probable cost included. 11. ® ❑ ❑ Quantities of landscape improvements included. 12, ® ❑ ❑ Standard details _SvR standard details Project specific specialty details _X_Agency standard details referenced 13. ® ❑ ❑ Civil engineering by SvR included. See Scope. F:\FEES & SCOPES- R\2013\Appleway Trail Design\Appleway Trail Assumptions. docx Rev 10.07.09 `3 IS y{L. JAG.. Project Name: Appleway Trail and Master Plan -9) Date: January 14, 2012 PROJECT SCOPE ASSUMPTIONS 9ev (WO The following services are not provided by SvR: 1. Geotechnical investigation and engineering. 2. Structural engineering. 3. Survey in AutoCAD format. Survey standard for this project is assumed to be as follows: a) F1SvR standard b) ®Agency standard c) ❑Limited survey d) ❑Other (e.g., GIS) e) EIN /A (survey not needed) 4. Architectural Design. Architectural base file (by others) shall meet the following requirements: a) AutoCAD 2007 format. b) Descriptive /intuitive layer naming convention. c) Consistent base point, rotation, and layering conventions for file updates. d) File shows the following items: 1. Adjacent Property /ROW lines. 2. Building footprint at grade (delineated with continuous polyline on separate layer). 3. External doors, roof overhangs, and downspouts. 4. Designated ADA Route(s) of Travel. 5. Any other site items for which the Architect is responsible. e) File shall not contain: 1. Nested items (colors, blocks, images, or other). 2. Forced colors or lineweights. 3. Linework by others (civil, survey, or other). 4. Xrefs (all architectural linework collected into a single file) 5. Delineation of sensitive areas (e.g., floodplains, steep slopes, liquefaction). 6. Design and detail of retaining walls four feet and higher and load bearing walls. 7. Design of rockeries four feet and higher. 8. Fire sprinkler sizing and demand. 9. Domestic services supply sizing and demand at building. 10. Pressure demand and flow at building. 11. Design of footing drains for building wall. The following terms apply to the project scope: 1. All terms and conditions of the Conditions of Agreement apply if work starts prior to contract execution. 2. From time to time, we will be required to use computer programs that have been supplied by various regulatory agencies. It is our expectation that the performance of these modeling programs provides results that are correct based on accepted engineering principles. We will endeavor to update these modeling programs with the most current patches but SvR cannot be held responsible for performance deficiencies of these programs. FAFEES & SCOPES- R\2013\Appleway Trail DesignWppleway Trail Assumptions.docx Rev 10.07.09 iATE (MM /DDNYYY) 1/29/2013 .DER. THIS IOLICIES IORIZED 1, subject to er rights to the NSRL i10- 362 -8528 POLICY NUMBER MM /DDY EFF NAIC # LIMITS 29424 GENERAL LIABILITY X COMMERCIAL GENERAL LIABILITY CLAIMS -MADE a OCCUR X Business Liability 31194 30104 10/15/2012 10/15/2013 EACH OCCURRENCE $290001000 RAVAGE RENTED u".nce $1,000,000 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 CONTRACTOR 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. LTR TYPE OF INSURANCE NSRL WVD POLICY NUMBER MM /DDY EFF MM/DDY EXP LIMITS A GENERAL LIABILITY X COMMERCIAL GENERAL LIABILITY CLAIMS -MADE a OCCUR X Business Liability 52SBAPQ9956 10/15/2012 10/15/2013 EACH OCCURRENCE $290001000 RAVAGE RENTED u".nce $1,000,000 MED EXP (Any one person) $10,000 PERSONAL &ADV INJURY $2,000,000 GENERAL AGGREGATE $4,000,000 GEN'L AGGREGATE LIMIT APPLIES PER: POLICY -X] PEa LOC PRODUCTS - COMP /OP AGG $4,000,000 $ C AUTOMOBILE LIABILITY ANY AUTO ALL OWNED SCHEDULED AUTOS AUTOS HIRED AUTOS X NON -OWNED AUTOS 52UECUM6217 10/15/2012 10115/201 Ea edeD SINGLE LIMIT $1,000,000 X BODILY INJURY (Per person) $ BODILY INJURY (Per accident) $ X PROPERTY DAMAGE Per accident $ UMBRELLA LIAR EXCESS LIAB OCCUR CLAIMS -MADE EACH OCCURRENCE $ AGGREGATE $ DED I I RETENTION $ r $ A WORKERS COMPENSATION AND EMPLOYERS' LIABILITY ANY PROPRIETOR/PARTNER/EXECUTIVE Y / N OFFICER/MEMBER EXCLUDED? a (Mandatory in NH) yes, describe under DESCRIPTION OF OPERATIONS below N / A 52SBAPQ9956 (WA Stop Gap) 10/15/2012 10/151201 WToCgSyTLAiTmWsT X OTH- ER E.L. EACH ACCIDENT $1,000,000 E.L. DISEASE - EA EMPLOYEE $1 000,000 E.L. DISEASE - POLICY LIMIT $1,000,000 B Professional Liability 105350677 0/04/2012 10104/201 $2,000,000 per claim $4,000,000 anni aggr. DESCRIPTION OF OPERATIONS / LOCATIONS / VEHICLES (Attach ACORD 101, Additional Remarks Schedule, if more space is required) Re: Project No. 13004, Appleway Trail. As required by written contract the City of Spokane Valley is named as an additional Insured and coverage is primary and non - contributory per the Business Liability Coverage form SS0008, attached to the policy. City of Spokane Valley Attn: Darla Arnold Public Works Dept. 11707 E. Sprague Ave., Suite 106; Spokane, WA 99206 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 -2010 ACORD CORPORATION. All rights reserved. ACORD 25 (2010105) 1 of 1 The ACORD name and logo are registered marks of ACORD #S9297053/M8082991 MXTJU This page has been left blank intentionally: (b) Rented to, in the care, custody or control of, or over which physical control is being exercised for any purpose by you, any of your "employees ", "volunteer workers ", any partner or member (if you are a partnership or joint venture), or any member (if you are a limited liability company). b. Real Estate Manager Any person (other than your "employee" or "volunteer worker "), or any organization while acting as your real estate manager. c. Temporary Custodians Of Your Property Any person or organization having proper temporary custody of your property if you die, but only: (1) With respect to liability arising out of the maintenance or use of that property; and (2) Until your legal representative has been appointed. d. Legal Representative If You Die Your legal representative if you die, but only with respect to duties as such. That representative will have all your rights and duties under this insurance. e. Unnamed Subsidiary Any subsidiary and subsidiary thereof, of yours which is a legally incorporated entity of which you own a financial interest of more than 50% of the voting stock on the effective,date of this Coverage Part. The insurance afforded herein for any subsidiary not shown in the Declarations as a named insured does not apply to injury or damage with respect to which an insured under this insurance is also an insured under another policy or would be an insured under such policy but for its termination or upon the exhaustion of its limits of insurance. 3. Newly Acquired Or Formed Organization Any organization you newly acquire or form, other than a partnership, joint venture or limited liability company, and over which you maintain financial interest of more than 50% of the voting stock, will qualify as a Named Insured if there is no other similar insurance available to that organization. However: a. Coverage under this provision is afforded only until the 180th day after you acquire or form the organization or the end of the policy period, whichever is earlier; and BUSINESS LIABILITY COVERAGE FORM b. Coverage under this provision does not apply to: (1) "Bodily injury" or "property damage" that occurred; or (2) "Personal and advertising injury" arising out of an offense committed before you acquired or formed the organization. 4. Operator Of Mobile Equipment With respect to "mobile equipment' registered in your name under any motor vehicle registration law, any person is an insured while driving such equipment along a public highway with your permission. Any other person or organization responsible for the conduct of such person is also an insured, but only with respect to liability arising out of the operation of the equipment, and only if no other insurance of any kind is available to that person or organization for this liability. However, no person or organization is an insured with respect to: a. "Bodily injury" to a co- "employee" of the person driving the equipment; or b. "Property damage" to property owned by, rented to, in the charge of or occupied by you or the employer of any person who is an insured under this provision. 5. Operator of Nonowned Watercraft With respect to watercraft you do not own that is less than 51 feet long and is not being used to carry persons for a charge, any person is an insured while operating such watercraft with your permission. Any other person or organization responsible for the conduct of such person is also an insured, but only with respect to liability arising out of the operation of the watercraft, and only if no other insurance of any kind is available to that person or organization for this liability. However, no person or organization is an insured with respect to: a. "Bodily injury" to a co- "employee" of the person operating the watercraft; or b. "Property damage" to property owned by, rented to, in the charge of or occupied by you or the employer of any person who is an insured under this provision. 6. Additional Insureds When Required,: By- 1Nntten Contract, Written' Agreement; Or Permit The person(s) or organization(s) identified in Paragraphs a. through f. below are additional insureds when you have agreed, in a written Form SS 00 08 04 05 Page 11 of 24 BUSINESS LIABILITY COVERAGE FORM contract, written agreement or because of a (e) Any failure to make such permit issued by a state or political inspections, adjustments, tests or subdivision, that such person or organization servicing as the vendor has be added as an additional insured on your agreed to make or normally policy, provided the injury or damage occurs undertakes to make in the usual subsequent to the execution of the contract or course of business, in connection agreement, or the issuance of the permit. with the distribution or sale of the A person or organization is an additional products; (f]i Demonstration, installation, insured under this provision only for that period of time required by the contract, servicing or repair operations, agreement or permit. except such operations performed at the vendor's premises in However, no such person or organization is an connection with the sale of the additional insured under this provision if such product; person or organization is included as an additional insured by an endorsement issued (g) Products which, after distribution by us and made a part of this Coverage Part, or sale you, have been labeled including all persons or organizations added or relabeled used a as additional insureds under the specific container, part or r i ngredient o of f any additional insured coverage grants in Section other thing or substance by or for F. — Optional Additional Insured Coverages. the vendor; or a. Vendors (h) "Bodily injury" or "property damage" arising out of the sole Any person(s) or organization(s) (referred to negligence of the vendor for its below as vendor), but only with respect to own acts or omissions or those of "bodily injury" or "property damage" arising its employees or anyone else out of "your products" which are distributed acting on its behalf. However, this or sold in the regular course of the vendor's exclusion does not apply to: business and only if this Coverage Part "bodily (i) The exceptions contained in provides coverage for injury' or Subparagraphs (d) or (f); or "property damage" included within the "products- completed operations hazard ". (ii) Such inspections, adjustments, (1) The insurance afforded to the vendor tests or servicing as the vendor is subject to the following additional has agreed to make or normally exclusions: undertakes to make in the usual course of business, in This insurance does not apply to: connection with the distribution (a) "Bodily injury" or "property or sale of the products. damage" for which the vendor is (2) This insurance does not apply to any obligated to pay damages by insured person or organization from reason of the assumption of whom you have acquired such products, liability in a contract or agreement. or any ingredient, part or container, This exclusion does not apply to entering into, accompanying or liability for damages that the containing such products. vendor would have in the absence of the contract or agreement; b. Lessors Of Equipment (b) Any express warranty (1) Any person or organization from unauthorized by you; whom you lease equipment; but only with respect to their liability for bodily (c) Any physical or chemical change injury", "property damage" or in the product made intentionally "personal and advertising injury" by the vendor; caused, in whole or in part, by your (d) Repackaging, except when maintenance, operation or use of unpacked solely for the purpose of equipment leased to you by such inspection, demonstration, testing, person or organization. or the substitution of parts under instructions from the manufacturer, and then repackaged in the original container; Page 12 of 24 Form SS 00 08 04 05 (2) With respect to the insurance afforded to these additional insureds, this insurance does not apply to any "occurrence" which takes place after you cease to lease that equipment. c. Lessors Of Land Or Premises (1) Any person or organization from whom you lease land or premises, but only with respect to liability arising out of the ownership, maintenance or use of that part of the land or premises leased to you. (2) With respect to the insurance afforded to these additional insureds, this insurance does not apply to: (a) Any "occurrence" which takes place after you cease to lease that land or be a tenant in that premises; or (b) Structural alterations, new construction or demolition operations performed by or on behalf of such person or organization. d. Architects, Engineers Or Surveyors (1) Any architect, engineer, or surveyor, but only with respect to liability for "bodily injury", "property damage" or "personal and advertising injury' caused, in whole or in part, by your acts or omissions or the acts or omissions of those acting on your behalf: (a) In connection with your premises; or (b) In the performance of your ongoing operations performed by you or on your behalf. (2) With respect to the insurance afforded to these additional insureds, the following additional exclusion applies: This insurance does not apply to "bodily injury", "property damage" or "personal and advertising injury" arising out of the rendering of or the failure to render any professional services by or for you, including: (a) The preparing, approving, or failure to prepare or approve, maps, shop drawings, opinions, reports, surveys, field orders, change orders, designs or drawings and specifications; or (b) Supervisory, inspection, architectural or engineering activities. BUSINESS LIABILITY COVERAGE FORM e. Permits Issued By State Or Political Subdivisions (1) Any state or political subdivision, but only with respect to operations performed by you or on your behalf for which the state or political subdivision has issued a permit. (2) With respect to the insurance afforded to these additional insureds, this insurance does not apply to: (a) "Bodily injury", "property damage" or "personal and advertising injury" arising out of operations performed for the state or municipality; or (b) "Bodily injury" or "property damage" included within the "products - completed operations hazard ". f. Any Other Party (1) Any other person or organization who is not an insured under Paragraphs a. through e. above, but only with respect to liability for "bodily injury", "property damage" or "personal and advertising injury" caused, in whole or in part, by your acts or omissions or the acts or omissions of those acting on your behalf: (a) In the performance of your ongoing operations; (b) In connection with your premises owned by or rented to you; or (c) In connection with "your work" and included within the "products - completed operations hazard ", but only if (i) The written contract or written agreement requires you to provide such coverage to such additional insured; and (ii) This Coverage Part provides coverage for "bodily injury" or "property damage" included within the "products - completed operations hazard ". (2) With respect to the insurance afforded to these additional insureds, this insurance does not apply to: "Bodily injury", "property damage" or "personal and advertising injury" arising out of the rendering of, or the failure to render, any professional architectural, engineering or surveying services, including: Form SS 00 08 04 05 Page 13 of 24 BUSINESS LIABILITY COVERAGE FORM (a) The preparing, approving, or failure to prepare or approve, maps, shop drawings, opinions, reports, surveys, field orders, change orders, designs or drawings and specifications; or (b) Supervisory, inspection, architectural or engineering activities. The limits of insurance that apply to additional insureds are described in Section D. — Limits Of Insurance. How this insurance applies when other insurance is available to an additional insured is described in the Other Insurance Condition in Section E. — Liability And Medical Expenses General Conditions. No person or organization is an insured with respect to the conduct of any current or past partnership, joint venture or limited liability company that is not shown as a Named Insured in the Declarations. D. LIABILITY AND MEDICAL EXPENSES LIMITS OF INSURANCE 1. The Most We Will Pay The Limits of Insurance shown in the Declarations and the rules below fix the most we will pay regardless of the number of: a. Insureds; b. Claims made or "suits" brought; or c. Persons or organizations making claims or bringing "suits ". 2. Aggregate Limits The most we will pay for: a. Damages because of "bodily injury" and "property damage" included in the "products- completed operations hazard" is the Products- Completed Operations Aggregate Limit shown in the Declarations. b. Damages because of all other "bodily injury", "property damage" or "personal and advertising injury", including medical expenses, is the General Aggregate Limit shown in the Declarations. This General Aggregate Limit applies separately to each of your "locations" owned by or rented to you. "Location" means premises involving the same or connecting lots, or premises whose connection is interrupted only by a street, roadway or right -of -way of a railroad. This General Aggregate limit does not apply to "property damage" to premises while rented to you or temporarily occupied by you with permission of the owner, arising out of fire, lightning or explosion. 3. Each Occurrence Limit Subject to 2.a. or 2.b above, whichever applies, the most we will pay for the sum of all damages because of all "bodily injury", "property damage" and medical expenses arising out of any one 'occurrence" is the Liability and Medical Expenses Limit shown in the Declarations. The most we will pay for all medical expenses because of "bodily injury" sustained by any one person is the Medical Expenses Limit shown in the Declarations. 4. Personal And Advertising Injury Limit Subject to 2.b. above, the most we will pay for the sum of all damages because of all "personal and advertising injury" sustained by any one person or organization is the Personal and Advertising Injury Limit shown in the Declarations. 5. Damage To Premises Rented To You Limit The Damage To Premises Rented To You Limit is the most we will pay under Business Liability Coverage for damages because of "property damage" to any one premises, while rented to you, or in the case of damage by fire, lightning or explosion, while rented to you or temporarily occupied by you with permission of the owner. In the case of damage by fire, lightning or explosion, the Damage to Premises Rented To You Limit applies to all damage proximately caused by the same event, whether such damage results from fire, lightning or explosion or any combination of these. 6. How Limits Apply To Additional Insureds The most we will pay on behalf of a person or organization who is an additional insured under this Coverage Part is the lesser of: a. The limits of insurance specified in a written contract, written agreement or permit issued by a state or political subdivision; or b. The Limits of Insurance shown in the Declarations. Such amount shall be a part of and not in addition to the Limits of Insurance shown in the Declarations and described in this Section. Page 14 of 24 Form SS 00 08 04 05 If more than one limit of insurance under this policy and any endorsements attached thereto applies to any claim or "suit ", the most we will pay under this policy and the endorsements is the single highest limit of liability of all coverages applicable to such claim or "suit ". However, this paragraph does not apply to the Medical Expenses limit set forth in Paragraph 3. above. The Limits of Insurance of this Coverage Part apply separately to each consecutive annual period and to any remaining period of less than 12 months, starting with the beginning of the policy period shown in the Declarations, unless the policy period is extended after issuance for an additional period of less than 12 months. In that case, the additional period will be deemed part of the last preceding period for purposes of determining the Limits of Insurance. E. LIABILITY AND MEDICAL EXPENSES GENERAL CONDITIONS 1. Bankruptcy Bankruptcy or insolvency of the insured or of the insured's estate will not relieve us of our obligations under this Coverage Part. 2. Duties In The Event Of Occurrence, Offense, Claim Or Suit a. Notice Of Occurrence Or Offense You or any additional insured must see to it that we are notified as soon as practicable of an "occurrence" or an offense which may result in a claim. To the extent possible, notice should include: (1) How, when and where the "occurrence" or offense took place; (2) The names and addresses of any injured persons and witnesses; and (3) The nature and location of any injury or damage arising out of the "occurrence" or offense. b. Notice Of Claim If a claim is made or "suit" is brought against any insured, you or any additional insured must: (1) Immediately record the specifics of the claim or "suit" and the date received; and (2) Notify us as soon as practicable. You or any additional insured must see to it that we receive a written notice of the claim or "suit" as soon as practicable. c. Assistance And Cooperation Of The Insured You and any other involved insured must: BUSINESS LIABILITY COVERAGE FORM (1) Immediately send us copies of any demands, notices, summonses or legal papers received in connection with the claim or "suit "; (2) Authorize us to obtain records and other information; (3) Cooperate with us in the investigation, settlement of the claim or defense against the "suit'; and (4) Assist us, upon our request, in the enforcement of any right against any person or organization that may be liable to the insured because of injury or damage to which this insurance may also apply. d. Obligations At The Insured's Own Cost No insured will, except at that insured's own cost, voluntarily make a payment, assume any obligation, or incur any expense, other than for first aid, without our consent. e. Additional Insured's Other Insurance If we cover a claim or "suit" under this Coverage Part that may also be covered by other insurance available to an additional insured, such additional insured must submit such claim or "suit" to the other insurer for defense and indemnity. However, this provision does not apply to the extent that you have agreed in a written contract, written agreement or permit that this insurance is primary and non - contributory with the additional insured's own insurance. f. Knowledge Of An Occurrence, Offense, Claim Or Suit Paragraphs a. and b. apply to you or to any additional insured only when such "occurrence ", offense, claim or "suit" is known to: (1) You or any additional insured that is an individual; (2) Any partner, if you or an additional insured is a partnership; (3) Any manager, if you or an additional insured is a limited liability company; (4) Any "executive officer" or insurance manager, if you or an additional insured is a corporation; (5) Any trustee, if you or an additional insured is a trust; or (6) Any elected or appointed official, if you or an additional insured is a political subdivision or public entity. Form SS 00 08 04 05 Page 15 of 24 BUSINESS LIABILITY COVERAGE FORM This Paragraph f. applies separately to you and any additional insured. 3. Financial Responsibility Laws a. When this policy is certified as proof of financial responsibility for the future under the provisions of any motor vehicle financial responsibility law, the insurance provided by the policy for "bodily injury" liability and "property damage" liability will comply with the provisions of the law to the extent of the coverage and limits of insurance required by that law. b. With respect to "mobile equipment" to which this insurance applies, we will provide any liability, uninsured motorists, underinsured motorists, no -fault or other coverage required by any motor vehicle law. We will provide the required limits for those coverages. 4. Legal Action Against Us No person or organization has a right under this Coverage Form: a. To join us as a party or otherwise bring us into a "suit" asking for damages from an insured; or b. To sue us on this Coverage Form unless all of its terms have been fully complied with. A person or organization may sue us to recover on an agreed settlement or on a final judgment against an insured; but we will not be liable for damages that are not payable under the terms of this insurance or that are in excess of the applicable limit of insurance. An agreed settlement means a settlement and release of liability signed by us, the insured and the claimant or the claimant's legal representative. 5. Separation. Of; Insureds Except with respect to the Limits of Insurance, and any rights or duties specifically assigned in this policy to the first Named Insured, this insurance applies: a. As if each Named Insured were the only Named Insured; and b. Separately to each insured against whom a claim is made or "suit" is brought. 6. Representations a. When You Accept This Policy By accepting this policy, you agree: (1) The statements in the Declarations are accurate and complete; (2) Those statements are based upon representations you made to us; and (3) We have issued this policy in reliance upon your representations. b. Unintentional Failure To Disclose Hazards If unintentionally you should fail to disclose all hazards relating to the conduct of your business at the inception date of this Coverage Part, we shall not deny any coverage under this Coverage Part because of such failure. 7. Other Insurance If other valid and collectible insurance is available for a loss we cover under this Coverage Part, our obligations are limited as follows: a. Primary Insu'ra.nce This insurance is primary except when b. below applies. If other insurance is also primary, we will share with all that other insurance by the method described in c. below. b. Excess Insurance This insurance is excess over any of the other insurance, whether primary, excess, contingent or on any other basis: (1) Your Work That is Fire, Extended Coverage, Builder's Risk, Installation Risk or similar coverage for "your work'; (2) Premises Rented To You That is fire, lightning or explosion insurance for premises rented to you or temporarily occupied by you with permission of the owner; (3) Tenant Liability That is insurance purchased by you to cover your liability as a tenant for "property damage" to premises rented to you or temporarily occupied by you with permission of the owner; (4) Aircraft, Auto Or Watercraft If the loss arises out of the maintenance or use of aircraft, "autos" or watercraft to the extent not subject to Exclusion g. of Section A. — Coverages. (5) Property Damage To Borrowed Equipment Or Use Of Elevators If the loss arises out of "property damage" to borrowed equipment or the use of elevators to the extent not subject to Exclusion k. of Section A. — Coverages. Page 16 of 24 Form SS 00 08 04 05 (6) When You Are Added As An Additional Insured To Other Insurance That is other insurance available to you covering liability for damages arising out of the premises or operations, or products and completed operations, for which you have been added as an additional insured by that insurance; or (7) When You Add Others As An Additional Insured To This Insurance That is other insurance available to an additional insured. However, the following provisions apply to other insurance available to any person or organization who is an additional insured under this Coverage Part: (a) Primary Insurance When Required By Contract This insurance is primary if you have agreed in a written contract, written agreement or permit that this insurance be primary. If other insurance is also primary, we will share with all that other insurance by the method described in c. below. (b) Primary; And Non Contnbuto,ry To Other Insurance. When Required By Contract If you have agreed in a written contract, written agreement or permit that this insurance is primary and non - contributory with the additional insured's own insurance, this insurance is primary and we will not seek contribution from that other insurance. Paragraphs (a) and (b) do not apply to other insurance to which the additional insured has been added as an additional insured. When this insurance is excess, we will have no duty under this Coverage Part to defend the insured against any "suit" if any other insurer has a duty to defend the insured against that "suit ". If no other insurer defends, we will undertake to do so, but we will be entitled to the insured's rights against all those other insurers. BUSINESS LIABILITY COVERAGE FORM When this insurance is excess over other insurance, we will pay only our share of the amount of the loss, if any, that exceeds the sum of: (1) The total amount that all such other insurance would pay for the loss in the absence of this insurance; and (2) The total of all deductible and self - insured amounts under all that other insurance. We will share the remaining loss, if any, with any other insurance that is not described in this Excess Insurance provision and was not bought specifically to apply in excess of the Limits of Insurance shown in the Declarations of this Coverage Part. c. Method Of Sharing If all the other insurance permits contribution by equal shares, we will follow this method also. Under this approach, each insurer contributes equal amounts until it has paid its applicable limit of insurance or none of the loss remains, whichever comes first. If any of the other insurance does not permit contribution by equal shares, we will contribute by limits. Under this method, each insurer's share is based on the ratio of its applicable limit of insurance to the total applicable limits of insurance of all insurers. 8. Transfer Of Rights Of Recovery Against Others To Us a. Transfer Of Rights Of Recovery If the insured has rights to recover all or part of any payment, including Supplementary Payments, we have made under this Coverage Part, those rights are transferred to us. The insured must do nothing after loss to impair them. At our request, the insured will bring "suit" or transfer those rights to us and help us enforce them. This condition does not apply to Medical Expenses Coverage. b Waivei'.Of Rights Of Reco iei ` very (Waiver Of Subrogation) If the insured has waived any rights of recovery against any person or organization for all or part of any payment, including Supplementary Payments, we have made under this Coverage Part, we also waive that right, provided the insured waived their rights of recovery against such person or organization in a contract, agreement or permit that was executed prior to the injury or damage. Form SS 00 08 04 05 Page 17 of 24