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HomeMy WebLinkAboutOsborn Consulting, Inc. - Professional Services Agreement AGREEMENT BETWEEN CITY OF YAKIMA,WASHINGTON AND OSBORN CONSULTING,INC.FOR PROFESSIONAL SERVICES THIS AGREEMENT, made and entered into on this 7 day of A. , 2020, by and between the City of Yakima,Washington,a municipal corporation with its principal office at 129 North Second Street,Yakima, WA 98901,(hereinafter referred to as"CITY"),and Osborn Consulting,Inc.with its principal office at 1800 112th Ave NE, suite 220E, Bellevue, WA 98004, (hereinafter referred to as "ENGINEER"); said corporation being licensed and registered to do business in the State of Washington, and will provide Engineering/Consulting services under this Agreement for MS4 Program Evaluation on behalf of the City of Yakima, Project No. 22015Q, herein referred to as the"PROJECT." WITNESSETH: RECITALS WHEREAS,CITY desires to retain the ENGINEER to provide engineering services for design and construction of the PROJECT,as described in this Agreement and subsequent Amendments thereto;and WHEREAS, ENGINEER represents that it has available and offers to provide personnel with knowledge and experience necessary to satisfactorily accomplish the work within the required time and that it has no conflicts of interest prohibited by law from entering into this Agreement; NOW,THEREFORE,CITY and ENGINEER agree as follows: SECTION 1 INCORPORATION OF RECITALS 1.1 The above recitals are incorporated into these operative provisions of the Agreement. SECTION 2 SCOPE OF SERVICES 2.0.1 ENGINEER agrees to perform those services described hereafter. Unless modified in writing by both parties,duties of ENGINEER shall not be construed to exceed those services specifically set forth herein. 2.0.2 ENGINEER shall use its best efforts to maintain continuity in personnel and shall assign, Laura Ruppert as Principal-in-Charge throughout the term of this Agreement unless other personnel are approved by the CITY. 2.1 Basic Services: ENGINEER agrees to perform those tasks described in Exhibit A, entitled "SCOPE OF SERVICES" (WORK)which is attached hereto and made a part of this Agreement as if fully set forth herein. 2.2 Additional Services: CITY and ENGINEER agree that not all WORK to be performed by ENGINEER can be defined in detail at the time this Agreement is executed, and that additional WORK related to the Project and not covered in Exhibit A may be needed during performance of this Agreement. CITY may,at any time, by written order, direct the ENGINEER to revise portions of the PROJECT WORK previously completed in a satisfactory manner, delete portions of the PROJECT, or request that the ENGINEER perform additional WORK beyond the scope of the PROJECT WORK. Such changes hereinafter shall be referred to as "Additional Services." Page 1 2.2.1 If such Additional Services cause an increase or decrease in the ENGINEER'S cost of, or time required for, performance of any services under this Agreement, a contract price and/or completion time adjustment pursuant to this Agreement shall be made and this Agreement shall be modified in writing; any amendments to the Agreement shall become effective upon written acceptance by the parties hereto. 2.2.2 Compensation for each such request for Additional Services shall be negotiated by the CITY and the ENGINEER according to the provisions set forth in Exhibit B,attached hereto and incorporated herein by this reference,and if so authorized,shall be considered part of the PROJECT WORK. The ENGINEER shall not perform any Additional Services until so authorized by CITY and agreed to by the ENGINEER in writing. 2.3 The ENGINEER must assert any claim for adjustment in writing within thirty(30)days from the date of the ENGINEER's receipt of the written notification of change. SECTION 3 CITY'S RESPONSIBILITIES 3.1 CITY-FURNISHED DATA: The CITY will provide to the ENGINEER all technical data in the CITY'S possession relating to the ENGINEER'S services on the PROJECT including information on any pre-existing conditions known to the CITY that constitute hazardous waste contamination on the PROJECT site as determined by an authorized regulatory agency. 3.2 ACCESS TO FACILITIES AND PROPERTY: The CITY will make its facilities reasonably accessible to ENGINEER as required for ENGINEER'S performance of its services and will provide labor and safety equipment as reasonably required by ENGINEER for such access. 3.3 TIMELY REVIEW: The CITY will examine the ENGINEER'S studies, reports,sketches,drawings,specifications, proposals, and other documents; obtain advice of an attorney, insurance counselor, accountant, auditor, bond and financial advisors, and other consultants as CITY deems appropriate; and render in writing decisions required of CITY in a timely manner. Such examinations and decisions, however,shall not relieve the ENGINEER of any contractual obligations nor of its duty to render professional services meeting the standards of care applicable to its profession. 3.4 CITY shall appoint a CITY'S Representative with respect to WORK to be performed under this Agreement. CITY'S Representative shall have complete authority to transmit instructions and receive information. ENGINEER shall be entitled to reasonably rely on such instructions made by the CITY'S Representative unless otherwise directed in writing by the CITY, but ENGINEER shall be responsible for bringing to the attention of the CITY'S Representative any instructions which the ENGINEER believes are inadequate, incomplete,or inaccurate based upon the ENGINEER'S knowledge. 3.5 Any documents, services, and reports provided by the CITY to the ENGINEER are available solely as additional information to the ENGINEER and will not relieve the ENGINEER of its professional duties and obligations under this Agreement or at law. The ENGINEER shall be entitled to reasonably rely upon the accuracy and the completeness of such documents, services and reports, but shall be responsible for exercising customary professional care in using and reviewing such documents, services, and reports and drawing conclusions from them. Page 2 SECTION 4 AUTHORIZATION, PROGRESS,AND COMPLETION 4.1 In signing this Agreement,CITY grants ENGINEER specific authorization to proceed with WORK described in Exhibit A. The time for completion is defined in Exhibit A,or as amended. SECTION 5 COMPENSATION 5.1 COMPENSATION ON A TIME SPENT BASIS AT SPECIFIC HOURLY RATES: For the services described in Exhibit A, compensation shall be according to Exhibit C-Schedule of Specific Hourly Rates, attached hereto and incorporated herein by this reference, on a time spent basis plus reimbursement for direct non-salary expenses. 5.1.1 DIRECT NON-SALARY EXPENSES: Direct Non-Salary Expenses are those costs incurred on or directly for the PROJECT including, but not limited to, necessary transportation costs, including current rates for ENGINEER'S vehicles; meals and lodging; laboratory tests and analyses; printing, binding and reproduction charges; all costs associated with other outside nonprofessional services and facilities;special CITY-requested and PROJECT-related insurance and performance warranty costs; and other similar costs. Reimbursement for Direct Non-Salary Expenses will be on the basis of actual charges plus a reasonable markup, not to exceed ten percent (10%), and on the basis of current rates when furnished by ENGINEER. Estimated Direct Non-Salary Expenses are shown in Exhibit B. 5.1.1.1 Travel costs, including transportation, lodging,subsistence,and incidental expenses incurred by employees of the ENGINEER and each of the Subconsultants in connection with PROJECT WORK; provided,as follows: • That a maximum of U.S.INTERNAL REVENUE SERVICE allowed cents per mile will be paid for the operation, maintenance, and depreciation costs of company or individually owned vehicles for that portion of time they are used for PROJECT WORK. ENGINEER, whenever possible, will use the least expensive form of ground transportation. • That reimbursement for meals inclusive of tips shall not exceed a maximum of forty dollars ($40) per day per person. This rate may be adjusted on a yearly basis. • That accommodation shall be at a reasonably priced hotel/motel. • That air travel shall be by coach class, and shall be used only when absolutely necessary. 5.1.2 Telephone charges,computer charges,in-house reproduction charges,first class postage,and FAX charges are not included in the direct expense costs, but are considered included in the Schedule of Specific Hourly Billing Rates. 5.1.3 Professional Subconsultants. Professional Subconsultants are those costs for engineering, architecture, geotechnical services and similar professional services approved by the CITY. Reimbursement for Professional Subconsultants will be on the basis of actual costs billed plus a reasonable markup,not to exceed ten percent(10%)for services provided to the CITY through this Agreement. Estimated Subconsultant costs are shown in Exhibit B. Page 3 5.2 Unless specifically authorized in writing by the CITY,the total budgetary amount for this PROJECT shall not exceed Seventy Six Thousand, Nine Hundred Fifty Three Dollars ($76,953). The ENGINEER shall make all reasonable efforts to complete the WORK within the budget and will keep CITY informed of progress toward that end so that the budget or WORK effort can be adjusted if found necessary. The ENGINEER is not obligated to incur costs beyond the indicated budget, as may be adjusted, nor is the CITY obligated to pay the ENGINEER beyond these limits. When any budget has been increased, the ENGINEER'S excess costs expended prior to such increase will be allowable to the same extent as if such costs had been incurred after the approved increase,and provided that the City was informed in writing at the time such costs were incurred. 5.3 The ENGINEER shall submit to the City's Representative an invoice each month for payment for PROJECT services completed through the accounting cut-off day of the previous month. Such invoices shall be for PROJECT services and WORK performed and costs incurred prior to the date of the invoice and not covered by previously submitted invoices. The ENGINEER shall submit with each invoice a summary of time expended on the PROJECT for the current billing period, copies of subconsultant invoices, and any other supporting materials and details determined necessary by the City to substantiate the costs incurred. CITY will use its best efforts to pay such invoices within thirty(30)days of receipt and upon approval of the WORK done and amount billed.CITY will notify the ENGINEER promptly if any problems are noted with the invoice. CITY may question any item in an invoice, noting to ENGINEER the questionable item(s) and withholding payment for such item(s). The ENGINEER may resubmit such item(s) in a subsequent invoice together with additional supporting information requested. 5.4 If payment is not made within sixty(60)days following receipt of approved invoices, interest on the unpaid balance shall accrue beginning with the sixty-first(61s`)day at the rate of 1.0%per month or the maximum interest rate permitted by law,whichever is less; provided, however,that no interest shall accrue pursuant to Chapter 39.76 RCW when before the date of timely payment a notice of dispute is issued in good faith by the CITY to the ENGINEER pursuant to the terms of RCW 39.76.020(4). 5.5 Final payment of any balance due the ENGINEER for PROJECT services will be made within forty-five (45) days after satisfactory completion of the services required by this Agreement as evidenced by CITY's written acceptance and after such audit or verification as CITY may deem necessary, together with ENGINEER's execution and delivery of a release of all known payment claims against CITY arising under or by virtue of this Agreement,other than such payment claims, if any,as may be specifically exempted by the ENGINEER from the operation of the release in stated amounts to be set forth therein. 5.6 Payment for any PROJECT services and WORK shall not constitute a waiver or release by CITY of any claims, right,or remedy it may have against the ENGINEER under this Agreement or by law,nor shall such payment constitute a waiver, remission,or discharge by CITY of any failure or fault of the ENGINEER to satisfactorily perform the PROJECT WORK as required under this Agreement. SECTION 6 RESPONSIBILITY OF ENGINEER 6.1 The ENGINEER shall be responsible for the professional quality, technical adequacy and accuracy, timely completion,and the coordination of all plans,designs,drawings,specifications, reports,and other services furnished by the ENGINEER under this Agreement. The ENGINEER shall,without additional compensation, correct or review any errors,omissions, or other deficiencies in its plans,designs,drawings,specifications, reports, and other services. The ENGINEER shall perform its WORK according to generally accepted civil engineering standards of care and consistent with achieving the PROJECT WORK within budget, on time, and in compliance with applicable laws, regulations,and permits. Page 4 6.2 CITY'S review or approval of, or payment for, any plans, drawings, designs, specifications, reports, and incidental WORK or services furnished hereunder shall not in any way relieve the ENGINEER of responsibility for the technical adequacy,completeness,or accuracy of its WORK and the PROJECT WORK. CITY'S review, approval, or payment for any of the services shall not be construed to operate as a waiver of any rights under this Agreement or at law or any cause of action arising out of the performance of this Agreement. 6.3 In performing WORK and services hereunder, the ENGINEER and its subcontractors, subconsultants, employees,agents,and representatives shall be acting as independent contractors and shall not be deemed or construed to be employees or agents of CITY in any manner whatsoever. The ENGINEER shall not hold itself out as, nor claim to be,an officer or employee of CITY by reason hereof and shall not make any claim, demand, or application to or for any right or privilege applicable to an officer or employee of CITY. The ENGINEER shall be solely responsible for any claims for wages or compensation by ENGINEER's employees, agents, and representatives, including subconsultants and subcontractors, and shall save and hold CITY harmless therefrom. 6.4 INDEMNIFICATION: (a) ENGINEER agrees to defend,indemnify,and hold harmless the CITY,its elected and appointed officials, agents, officers, employees and volunteers (hereinafter "parties protected") from (1) claims, demands, liens, lawsuits, administrative and other proceedings,(including reasonable costs and attorney's fees)and(2)judgments,awards, losses, liabilities, damages, penalties, fines, costs and expenses of any kind claimed by third parties arising out of, or related to any death, injury, damage or destruction to any person or any property to the extent caused by any negligent act, action, default, error, omission or willful misconduct arising out of the Engineer's performance under this Agreement. In the event that any lien is placed upon the City's property or any of the City's officers, employees or agents as a result of the negligence or willful misconduct of the Engineer,the Engineer shall at once cause the same to be dissolved and discharged by giving bond or other necessary satisfaction. (b) CITY agrees to indemnify and hold the ENGINEER harmless from loss,cost,or expense of any kind claimed by third parties, including without limitation such loss, cost, or expense resulting from injuries to persons or damages to property, caused solely by the negligence or willful misconduct of the CITY, its employees,or agents in connection with the PROJECT. (c) If the negligence or willful misconduct of both the ENGINEER and the CITY(or a person identified above for whom each is liable) is a cause of such third party claim,the loss,cost,or expense shall be shared between the ENGINEER and the CITY in proportion to their relative degrees of negligence or willful misconduct and the right of indemnity will apply for such proportion. (d) Nothing contained in this Section or this Agreement shall be construed to create a liability or a right of indemnification in any third party. 6.5 In any and all claims by an employee of the ENGINEER, any subcontractor, anyone directly or indirectly employed by any of them, or anyone for whose acts any of them may be liable, the indemnification obligations under this Agreement shall not be limited in any way by any limitation on the amount or types of damages, compensation,or benefits payable by or for the ENGINEER or a subcontractor under workers' or workmens' compensation acts, disability benefit acts, or other employee benefit acts. The ENGINEER specifically and expressly waives its immunity under the Industrial Insurance Act,Title 51,RCW. Such waiver has been mutually negotiated by the ENGINEER and the CITY. Page 5 6.6 It is understood that any resident engineering or inspection provided by ENGINEER is for the purpose of determining compliance with the technical provisions of PROJECT specifications and does not constitute any form of guarantee or insurance with respect to the performance of a contractor. ENGINEER does not assume responsibility for methods or appliances used by a contractor, for a contractor's safety programs or methods, or for contractors' compliance with laws and regulations. CITY shall use its best efforts to ensure that the construction contract requires that the contractor(s) indemnify and name CITY, the CITY's and the ENGINEER's officers, principals, employees, agents, representatives, and engineers as additional insureds on contractor's insurance policies covering PROJECT, exclusive of insurance for ENGINEER professional liability. 6.7 SUBSURFACE INVESTIGATIONS: In soils,foundation,groundwater,and other subsurface investigations,the actual characteristics may vary significantly between successive test points and sample intervals and at locations other than where observation, exploration, and investigations have been made. Because of the inherent uncertainties in subsurface evaluations, changed or unanticipated underground conditions may occur that could affect total PROJECT cost and/or execution. These conditions and cost/execution effects are not the responsibility of the ENGINEER,to the extent that ENGINEER has exercised the applicable and appropriate standard of professional care,thoroughness and judgment in performing such investigations. SECTION 7 PROJECT SCHEDULE AND BUDGET 7.1 The general PROJECT schedule and the budget for both the entire PROJECT and its component tasks shall be as set forth in this Agreement and attached Exhibits. The project schedule and performance dates for the individual tasks shall be mutually agreed to by the CITY and the ENGINEER within fifteen (15)days after execution of this Agreement. The performance dates and budgets for tasks may be modified only upon written agreement of the parties hereto. The performance date for tasks and the completion date for the entire PROJECT shall not be extended, nor the budget increased because of any unwarranted delays attributable to the ENGINEER, but may be extended or increased by the CITY in the event of a delay caused by special services requested by the CITY or because of unavoidable delay caused by any governmental action or other conditions beyond the control of the ENGINEER which could not be reasonably anticipated or avoided. 7.2 Not later than the tenth (loth) day of each calendar month during the performance of the PROJECT, the ENGINEER shall submit to the CITY's Representative a copy of the current schedule and a written narrative description of the WORK accomplished by the ENGINEER and subconsultants on each task,indicating a good faith estimate of the percentage completion thereof on the last day of the previous month. Additional oral or written reports shall be prepared at the CITY's request for presentation to other governmental agencies and/or to the public. SECTION 8 REUSE OF DOCUMENTS 8.1 All internal WORK products of the ENGINEER are instruments or services of this PROJECT. There shall be no reuse, change, or alteration by the CITY or others acting through or on behalf of the CITY without written permission of the ENGINEER, which shall not be unreasonably withheld and will be at the CITY's sole risk. The CITY agrees to indemnify the ENGINEER and its officers, employees, subcontractors, and affiliated corporations from all claims, damages, losses, and costs including, but not limited to, litigation expenses and attorney's fees arising out of or related to such unauthorized reuse, change, or alteration; provided, however,that the ENGINEER will not be indemnified for such claims, damages, losses,and costs including, without limitation, litigation expenses and attorney fees if they were caused by the ENGINEER's own negligent acts or omissions. Page 6 8.2 The ENGINEER agrees that any and all plans, drawings, designs, specifications, computer programs, technical reports,operating manuals,calculations,notes,and other WORK submitted or which are specified to be delivered under this Agreement or which are developed or produced and paid for under this Agreement,whether or not complete,shall be owned by and vested in the CITY. 8.3 All rights to patents,trademarks,copyrights,and trade secrets owned by ENGINEER(hereinafter"Intellectual Property") as well as any modifications, updates or enhancements to said Intellectual Property during the performance of the WORK remain the property of ENGINEER,and ENGINEER does not grant CITY any right or license to such Intellectual Property. SECTION 9 AUDIT AND ACCESS TO RECORDS 9.1 The ENGINEER, including its subconsultants,shall maintain books, records,documents and other evidence directly pertinent to performance of the WORK under this Agreement in accordance with generally accepted accounting principles and practices consistently applied. The CITY, or the CITY's duly authorized representative, shall have access to such books, records, documents, and other evidence for inspection, audit, and copying for a period of three years after completion of the PROJECT. The CITY shall also have access to such books, records, and documents during the performance of the PROJECT WORK, if deemed necessary by the CITY,to verify the ENGINEER's WORK and invoices. 9.2 Audits conducted pursuant to this section shall be in accordance with generally accepted auditing standards and established procedures and guidelines of the reviewing or auditing agency. 9.3 The ENGINEER agrees to the disclosure of all information and reports resulting from access to records pursuant to this section provided that the ENGINEER is afforded the opportunity for an audit exit conference and an opportunity to comment and submit any supporting documentation on the pertinent portions of the draft audit report and that the final audit report will include ENGINEER's written comments, if any. 9.4 The ENGINEER shall ensure that the foregoing paragraphs are included in each subcontract for WORK on the Project. 9.5 Any charges of the ENGINEER paid by the CITY which are found by an audit to be inadequately substantiated shall be reimbursed to the CITY. SECTION 10 INSURANCE 10.1 At all times during performance of the WORK, ENGINEER shall secure and maintain in effect insurance to protect the CITY and the ENGINEER from and against all claims, damages, losses, and expenses arising out of or resulting from the performance of this Agreement. ENGINEER shall provide and maintain in force insurance in limits no less than those stated below, as applicable. The CITY reserves the right to require higher limits should it deem it necessary in the best interest of the public. If ENGINEER carries higher coverage limits than the limits stated below,such higher limits shall be shown on the Certificate of Insurance and Endorsements and ENGINEER shall be named as an additional insured for such higher limits. 10.1.1 Commercial General Liability Insurance. Before this Agreement is fully executed by the parties, ENGINEER shall provide the CITY with a certificate of insurance as proof of commercial liability insurance and commercial umbrella liability insurance with a total liability limit of the limits required in the policy,subject to minimum limits of Two Million Dollars($2,000,000.00) per occurrence combined single limit bodily injury and property damage,and Two MillionDollars($2,000,000.00)general aggregate. The certificate shall clearly state who the provider is,the coverage amount,the policy number,and when the policy and provisions provided are in effect. Said policy shall be in effect for the duration of this Agreement. The policy shall name Page 7 the CITY, its elected and appointed officials,officers,agents, employees,and volunteers as additional insureds. The insured shall not cancel or change the insurance without first giving the CITY thirty(30)calendar days prior written notice. The insurance shall be with an insurance company or companies rated A-VI'or higher in Best's Guide and admitted in the State of Washington. 10.1.2. Commercial Automobile Liability Insurance. a. If ENGINEER owns any vehicles, before this Agreement is fully executed by the parties, ENGINEER shall provide the CITY with a certificate of insurance as proof of commercial automobile liability insurance and commercial umbrella liability insurance with a total liability limit of the limits required in the policy, subject to minimum limits of One Million Dollars ($1,000,000.00) per occurrence combined single limit bodily injury and property damage. Automobile liability will apply to"Any Auto"and be shown on the certificate. b. If ENGINEER does not own any vehicles,only"Non-owned and Hired Automobile Liability" will be required and may be added to the commercial liability coverage at the same limits as required in that section of this Agreement,which is Section 10.1.1 entitled"Commercial General Liability Insurance". c. Under either situation described above in Section 10.1.2.a. and Section 10.1.2.b., the required certificate of insurance shall clearly state who the provider is, the coverage amount, the policy number, and when the policy and provisions provided are in effect. Said policy shall be in effect for the duration of this Agreement. The policy shall name the CITY, its elected and appointed officials, officers, agents, employees, and volunteers as additional insureds. The insured shall not cancel or change the insurance without first giving the CITY thirty(30)calendar days prior written notice. The insurance shall be with an insurance company or companies rated A-VII or higher in Best's Guide and admitted in the State of Washington. 10.1.3. Statutory workers'compensation and employer's liability insurance as required by state law. 10.1.4. Professional Liability Coverage. Before this Contract is fully executed by the parties, ENGINEER shall provide the City with a certificate of insurance as proof of professional liability coverage with a total liability limit of the limits required in the policy, subject to minimum limits of Two Million Dollars ($2,000,000.00) per claim, and Two Million Dollars ($2,000,000.00) aggregate. The certificate shall clearly state who the provider is, the coverage amount, the policy number,and when the policy and provisions provided are in effect. Said policy shall be in effect for the duration of this Contract. The insured shall not cancel or change the insurance without first giving the CITY thirty (30) calendar days prior written notice. The insurance shall be with an insurance company or companies rated A-VII or higher in Best's Guide. If the policy is written on a claims made basis the coverage will continue in force for an additional two years after the completion of this contract. Failure of either or all of the additional insureds to report a claim under such insurance shall not prejudice the rights of the CITY, its elected and appointed officials, officers, employees, agents, and representatives there under. The CITY and the CITY's elected and appointed officials, officers,principals,employees,representatives,and agents shall have no obligation for payment of premiums because of being named as additional insureds under such insurance. None of the policies issued pursuant to the requirements contained herein shall be canceled, allowed to Page 8 expire, or changed in any manner that affects the rights of the CITY until thirty (30) days after written notice to the CITY of such intended cancellation,expiration or change. SECTION 11 SUBCONTRACTS 11.1 ENGINEER shall be entitled,to the extent determined appropriate by ENGINEER,to subcontract any portion of the WORK to be performed under this Agreement. 11.2 Any subconsultants or subcontractors to the ENGINEER utilized on this PROJECT,including any substitutions thereof,will be subject to prior approval by CITY,which approval shall not be unreasonably withheld. Each subcontract shall be subject to review by the CITY's Representative,if requested,prior to the subconsultant or subcontractor proceeding with the WORK. Such review shall not constitute an approval as to the legal form or content of such subcontract. The ENGINEER shall be responsible for the architectural and engineering performance,acts, and omissions of all persons and firms performing subcontract WORK. 11.3 CITY does not anticipate ENGINEER subcontracting with any additional persons or firms for the purpose of completing this Agreement. 11.4 The ENGINEER shall submit, along with its monthly invoices, a description of all WORK completed by subconsultants and subcontractors during the preceding month and copies of all invoices thereto. SECTION 12 ASSIGNMENT 12.1 This Agreement is binding on the heirs, successors and assigns of the parties hereto. This Agreement may not be assigned by CITY or ENGINEER without prior written consent of the other,which consent will not be unreasonably withheld. It is expressly intended and agreed that no third party beneficiaries are created by this Agreement,and that the rights and remedies provided herein shall inure only to the benefit of the parties to this Agreement. SECTION 13 INTEGRATION 13.1 This Agreement represents the entire understanding of CITY and ENGINEER as to those matters contained herein. No prior oral or written understanding shall be of any force or effect with respect to those matters covered herein. This Agreement may not be modified or altered except in writing signed by both parties. SECTION 14 JURISDICTION AND VENUE 14.1 This Agreement shall be administered and interpreted under the laws of the State of Washington. Jurisdiction of litigation arising from this Agreement shall be in Washington State. If any part of this Agreement is found to conflict with applicable laws,such part shall be inoperative, null,and void insofar as it conflicts with said laws, but the remainder of this Agreement shall be in full force and effect. Venue for all disputes arising under this Agreement shall lie in a court of competent jurisdiction in Yakima County, Washington. SECTION 15 EQUAL EMPLOYMENT and NONDISCRIMINATION 15.1 During the performance of this Agreement,ENGINEER and ENGINEER's subconsultants and subcontractors shall not discriminate in violation of any applicable federal,state and/or local law or regulation on the basis of age, sex, race, creed, religion, color, national origin, marital status, disability, honorably discharged veteran or military status, pregnancy, sexual orientation, and any other classification protected under federal, state, or local law. This provision shall include but not be limited to the following: employment, upgrading,demotion,transfer, recruitment,advertising, layoff or termination, rates of pay or other forms Page 9 of compensation, selection for training, and the provision of services under this Agreement. ENGINEER agrees to comply with the applicable provisions of State and Federal Equal Employment Opportunity and Nondiscrimination statutes and regulations. SECTION 16 SUSPENSION OF WORK 16.1 CITY may suspend, in writing by certified mail, all or a portion of the WORK under this Agreement if unforeseen circumstances beyond CITY's control are interfering with normal progress of the WORK. ENGINEER may suspend, in writing by certified mail, all or a portion of the WORK under this Agreement if unforeseen circumstances beyond ENGINEER's control are interfering with normal progress of the WORK. ENGINEER may suspend WORK on the PROJECT in the event CITY does not pay invoices when due, except where otherwise provided by this Agreement. The time for completion of the WORK shall be extended by the number of days WORK is suspended. If the period of suspension exceeds ninety (90) days, the terms of this Agreement are subject to renegotiation,and both parties are granted the option to terminate WORK on the suspended portion of Project in accordance with SECTION 17. SECTION 17 TERMINATION OF WORK 17.1 Either party may terminate this Agreement, in whole or in part, if the other party materially breaches its obligations under this Agreement and is in default through no fault of the terminating party. However, no such termination may be effected unless the other party is given: (1) not less than fifteen (15) calendar days written notice delivered by certified mail, return receipt requested,of intent to terminate;and (2) an opportunity for consultation and for cure with the terminating party before termination. Notice shall be considered issued within seventy-two (72) hours of mailing by certified mail to the place of business of either party as set forth in this Agreement. 17.2 In addition to termination under subsection 17.1 of this Section,CITY may terminate this Agreement for its convenience, in whole or in part, provided the ENGINEER is given: (1) not less than fifteen (15) calendar days written notice delivered by certified mail, return receipt requested,of intent to terminate;and(2) an opportunity for consultation with CITY before the effective termination date. 17.3 If CITY terminates for default on the part of the ENGINEER,an adjustment in the contract price pursuant to the Agreement shall be made, but (1) no amount shall be allowed for anticipated profit on unperformed services or other WORK, and (2) any payment due to the ENGINEER at the time of termination may be adjusted to the extent of any additional costs or damages CITY has incurred,or is likely to incur,because of the ENGINEER'S breach. In such event, CITY shall consider the amount of WORK originally required which was satisfactorily completed to date of termination, whether that WORK is in a form or of a type which is usable and suitable to CITY at the date of termination and the cost to CITY of completing the WORK itself or of employing another firm to complete it. Under no circumstances shall payments made under this provision exceed the contract price. In the event of default, the ENGINEER agrees to pay CITY for any and all damages, costs, and expenses whether directly, indirectly, or consequentially caused by said default. This provision shall not preclude CITY from filing claims and/or commencing litigation to secure compensation for damages incurred beyond that covered by contract retainage or other withheld payments. 17.4 If the ENGINEER terminates for default on the part of CITY or if CITY terminates for convenience, the adjustment pursuant to the Agreement shall include payment for services satisfactorily performed to the date of termination, in addition to termination settlement costs the ENGINEER reasonably incurs relating to commitments which had become firm before the termination, unless CITY determines to assume said commitments. Page 10 17.5 Upon receipt of a termination notice under subsections 17.1 or 17.2 above,the ENGINEER shall(1)promptly discontinue all services affected (unless the notice directs otherwise), and (2) deliver or otherwise make available to CITY all originals of data, drawings, specifications, calculations, reports,estimates,summaries, and such other information, documents, and materials as the ENGINEER or its subconsultants may have accumulated or prepared in performing this Agreement, whether completed or in progress, with the ENGINEER retaining copies of the same. 17.6 Upon termination under any subparagraph above, CITY reserves the right to prosecute the WORK to completion utilizing other qualified firms or individuals;provided,the ENGINEER shall have no responsibility to prosecute further WORK thereon. 17.7 If, after termination for failure of the ENGINEER to fulfill contractual obligations, it is determined that the ENGINEER has not so failed,the termination shall be deemed to have been effected for the convenience of CITY. In such event, the adjustment pursuant to the Agreement shall be determined as set forth in subparagraph 17.4 of this Section. 17.8 If, because of death, unavailability or any other occurrence, it becomes impossible for any key personnel employed by the ENGINEER in PROJECT WORK or for any corporate officer of the ENGINEER to render his services to the PROJECT, the ENGINEER shall not be relieved of its obligations to complete performance under this Agreement without the concurrence and written approval of CITY. If CITY agrees to termination of this Agreement under this provision, payment shall be made as set forth in subparagraph 17.3 of this Section. SECTION 18 DISPUTE RESOLUTION 18.1 In the event that any dispute shall arise as to the interpretation or performance of this Agreement, or in the event of a notice of default as to whether such default does constitute a breach of the contract,and if the parties hereto cannot mutually settle such differences,then the parties shall first pursue mediation as a means to resolve the dispute. If neither of the afore mentioned methods are successful then any dispute relating to this Agreement shall be decided in the courts of Yakima County,in accordance with SECTION 14. If both parties consent in writing,other available means of dispute resolution may be implemented. SECTION 19 NOTICE 19.1 Any notice required to be given under the terms of this Agreement shall be directed to the party at the address set forth below. Notice shall be considered issued and effective upon receipt thereof by the addressee-party,or seventy-two(72)hours after mailing by certified mail to the place of business set forth below,whichever is earlier. CITY: City of Yakima Attn: Randy Meloy, PE,Surface Water Engineer 2220 East Viola Ave. Yakima,WA 98901 ENGINEER: Osborn Consulting, Inc. (OCI) Attn: Laura Ruppert, PE,Vice President 1800 112th Avenue Northeast,Suite 220 Bellevue,WA 98004 Page 11 IN WITNESS WHEREOF,the parties hereto have caused this Agreement to be executed by their respective authorized officers or representatives as of the day and year first above written. 0, CITY OF YAKIMA OSBORN CONSULTING, INC. [City Manager] ( Signature • Z z • o Printed Name:Alex Meyerhoff Printed Name: Laura Ruppert, PE o Y• o w v ix Title: Interim City Manager Title: Vice President Date: rlLL Ir / ) Date: ©T `30-2020 Cbrd . "MI* Attest ��/`J 1 Y t P�r� ., "O`ro • '"c;,, City Clerk VLf7 � My I Page 12 STATE OF WASHINGTON ) )ss. COUNTY OF YAKIMA I certify that I know or have satisfactory evidence that Alex Meyerhoff is the person who appeared before me,and said person acknowledged that he signed this instrument,on oath stated that he was authorized to execute the instrument,and acknowledged it as the CITY MANAGER of the CITY OF YAKIMA,to be the free and voluntary act of such party for the uses and purposes mentioned in the instrument. Dated: Seal or Stamp (Signature) Title Printed Name My commission expires: Page 13 EXHIBIT A - SCOPE OF SERVICES Project: City of Yakima MS4 Program Evaluation PRIME Consultant: Osborn Consulting, Inc. (OCI) Contract No.: Background The City of Yakima created a stormwater utility in November 2004 in preparation for meeting the requirements for the National Pollutant Discharge Elimination System (NPDES)Municipal Stormwater Permit which was issued to the City in February 2007. In the 16 years since the first NPDES was issued, the permit has been reissued twice including in August 2014 and most recently in August 2019. With each permit, regulatory requirements have increased and become more stringent.In addition, during the 2014-2019 permit cycle the Washington State Department of Ecology(Ecology)piloted a permit compliance assurance"audit"program that audited portions of some permittees Stormwater Management Program (SWMP) program for compliance with the NPDES permit. The audit program planned for the current permit cycle(2019-2024) is more aggressive in that Ecology intends to audit each permittee in eastern Washington(EWA)once during the five-year permit cycle for compliance with the new permit requirements. In preparation for the City's Ecology audit,the City has requested that OCI conduct a mock audit that will follow the form of the Ecology audit. The specific objectives for this project include: • Assess compliance of the City's SWMP with the EWA NPDES Phase II MS4 2019-2024 permit • Identify possible gaps in the City's SWMP and develop an action plan for improving the overall strength of the program • Identify Municipal Codes that need to be updated for permit compliance • Determine and justify resources needed for the City to comply with the 2019-2024 permit • Develop recommendation including ideas/examples to improve the City's permit required record keeping process Task 100 Project Management Objective: This task covers the management, administration, and coordination of the work by OCI (Consultant) as defined in this Contract including project management, preparation of monthly invoices, project schedule maintenance, and overall coordination with the City. Consultant Services • Coordinate and manage the project team. • Prepare and electronically submit monthly invoices with attached monthly status reports describing the following: o Services completed during the month o Services planned for next month o Scope/Schedule/Budget issues, if applicable o Schedule update and financial status summary • Setup and close out the consultant contract. • Developing amendments to this contract if needed. • We have budgeted 36 hours for this work. Client Responsibilities • Process payment of invoices within 30 calendar days of invoice. • Review and process contract change requests and amendments, if needed. Assumptions • The project duration will be 3 months starting after the contract is executed. • Invoices will be the Consultant standard invoice format. Deliverables • Monthly Invoices and Status Report(emailed to client in a PDF format). Task 200 Project Meetings Objective: This task focuses on meetings with the City. Specific objectives for each meeting and scheduling are summarized below. Consultant Services • Project Kick-Off Meeting o The purpose of this meeting is for the Consultant team to meet with the City stormwater staff to confirm the City's goals, objectives, and priorities for the project; coordinate on document and record collection; and review and confirm the project schedule including scheduling meetings, identifying the timeframe for interviews and site visits, deadlines for deliverables, identify staff that will be interviewed, and identify locations for field inspection. o Materials to be developed for these meetings include an agenda, draft project schedule, draft list of documents and records needed, meeting notes, and an action item list. o One meeting will be held at the beginning of the project. o We have budgeted 12 hours for this work. • Mock Audit Kick-Off Meeting o The purpose of this meeting is for the Consultant team to meet with the City Program Leads to prepare them for the mock audit. This is expected to include: presenting an overview of the mock audit process and schedule; providing the program leads with the compliance check-list relevant to their department; requesting needed documents and records; scheduling interviews with each program lead, site visits, and deadlines for providing documents and records. o Materials to be developed for these meetings include an agenda,final list of documents and records needed, final compliance checklist for each program lead, project schedule, meeting notes, and an action item list. o One meeting will be held the first month of the project. o We have budgeted 16 hours for this work. • Project Check-in Meetings with the City o The purpose of these meetings is to discuss project status with the City (work completed since previous meeting), review upcoming tasks/activities, and provide schedule updates. o Materials to be developed for these meetings include an agenda, meeting notes, and an action item list. o A total of two meetings will be held with one per month during the last two months of the project. o We have budgeted 12 hours for this work. Client Responsibilities • Assist OCI with scheduling meetings, interviews, and field visits by providing OCI with the names and contact information of Program Leads. • Attend project meetings with OCI. Assumptions • OCI will schedule all meetings, interviews, and field visits • All meeting notes will be in a bulleted format and limited to a summary of the meeting discussion, decisions made, and action items • Project Check-in Meeting agendas will be emailed to the client one business day before the meeting and meeting notes will be emailed to the City within 5 business days after meetings • Meetings will be held via webinar Deliverables • Meeting Agendas and Notes (PDF) • Draft and Final Project Schedule(PDF) Task 300 Permit Compliance Assessment Objective: This task focuses on assessing the City's SWMP for compliance to the NPDES MS4 2019-2024 Permit. Specifically, we will conduct a gap analysis by comparing the City's existing SWMP to the NPDES permit to determine areas where improvements may be needed. Information that will be collected for the assessment includes interview response from City staff, a review of relevant documents/records, and field inspections. OCI will customize a compliance questionnaire/checklist to align with the City's specific goals and priorities for the mock audit and then utilized the document as a guide throughout the audit. Consultant Services • Customize Compliance Questionnaire/Checklist o OCI has developed a generic permit compliance questionnaire and checklist that summarizes requirements in the EWA NPDES MS4 for the 2019-2024 permit cycle. Following the project kick-off meeting we will customize the document to align with the City's goals and priorities for the project including developing a checklist for the field inspections of critical sites. o The questionnaire/checklist will cover the following program components from the City's NPDES MS4 permit: ■ General Requirements ■ S5.B.l Public Education and Outreach (E&O) • S5.B.2 Public Involvement and Participation ■ S5.B.3 Illicit Discharge Detection and Elimination (IDDE) • S5.B.4 Construction Site Stormwater Runoff Control • S5.B.5 Post Construction Stormwater Management for New Development and Redevelopment • S5.B.6 Municipal Operations and Maintenance (O&M) • S8. Monitoring and Assessment ■ S9. Reporting and Record Keeping o We have budgeted 24 hours for this task • Collect Documents and Records o Identify and collect documents and records needed to complete the compliance checklist. The draft list of needed documents and records will be provided at the Project Kick-Off meeting. This list may include but not be limited to the following: ■ SWMP and Annual Reports • Notifications of non-compliance ■ Interlocal agreements • Standard Operating Procedures(SOPs) ■ Program description documents: Stormwater Design/O&M Manuals, etc. ■ Effectiveness Study Documents • Municipal codes • Stormwater Related Standard Details • Public Education and Outreach Materials ■ GIS database of stormwater facilities: storm drain systems, outfalls, BMPs, etc. ■ Maintenance Records • Training Records ■ Public Notices ■ Construction Site Project Files o Develop an inventory of the documents and records collected. o We have budgeted 16 hours for this work. • Field Inspections o Conduct f►eld visits with City personnel to locations where critical permit compliance elements may need to be observed. The purpose of these visits is to provide the City with an example of the field inspection expected during an Ecology audit and an assessment of the inspection outcome. The location of field inspections may include: ■ Outfalls and receiving waters ■ Locations of potential illicit discharges ■ Critical connections in the MS4 ■ Construction sites ■ Stormwater BMP locations ■ Locations where operations and maintenance activities are being performed ■ Stormwater monitoring locations o Field inspection locations will be selected by the City and/or recommended by OCI during the review of documents and records for up to 40 hours. o Inspections will be conducted using field inspection checklists developed when the compliance questionnaire/checklist is customized • Interview Program Leads o Interview City personnel who are the program leads for different elements of NPDES compliance. Interviews will cover all elements of permit compliance that are under the lead's authority. The following leads are expected to be interviewed: ■ The City's Stormwater Manager ■ Operations and Maintenance Lead ■ E&O Lead • New development/redevelopment(post construction) Lead ■ Construction Lead ■ Illicit Discharge Detection and Elimination Lead ■ Monitoring and Assessment Lead o Develop interview notes on SWMP components discussed in the interviews. o Complete follow-up interviews if necessary o We have budgeted 40 hours for this work. • Review Documentation and Complete Compliance Checklist o Review documents and records collected during the documentation collection portion of Task 300. o Evaluate program components identified in the Customized Compliance Questionnaire and Checklist compared to the City's SWMP to assess permit compliance. For each section and subsection of the NPDES permit, the following information will be entered into the compliance checklist: • Summary of existing and planned activities associated with compliance. For planned activities, the planned date for implementation will also be noted. • Rating of program's permit requirement coverage, rated as "none", "partial", "meets", or"exceeds" • Description of program gap • List of responsible staff • Estimated annual FTEs associated with permit requirement • Each program component requirements will be categorized by the following six types to assist with organizing gaps and recommendations: — Data Management — Requirements regarding the collection of sets of information such as monitoring, mapping, water quality, etc. — Policy Development& Implementation - Requirements regarding utility and/or City procedures, ordinances, municipal code, new and redevelopment requirements, LID, etc. — Training — Requirements regarding education of staff, businesses, and public — Documentation - Requirements regarding the submittal of documents/reports to Ecology and/or the creation of documents/reports for internal use or distribution to the public — Record Keeping- Requirements to retain information, records, and forms — Operations& Maintenance— Requirements for the physical operation and maintenance of structural stormwater system elements o Create inventory of City resources required for implementing the SWMP and identify additional needed resources. This may include personnel and financial resources as well as office equipment, field and monitoring equipment, and operations and maintenance equipment. o We have budgeted 80 hours for this work. o Gap Analysis and Recommendations for Improvement o Compare the NPDES permit requirements in the compliance checklist to the information collected about the City's existing SWMP to identify gaps in permit compliance. Identify and develop a summary of each gap and areas for improvement. o Develop a plan and schedule (table format) for implementing improvements. Possible improvement recommendations may include updates to City ordinances, modifications to the O&M program, increased monitoring,changes to record keeping procedures,and other improvements that may help with improving permit compliance. o Identify resources needed for implementing improvements including funding, FTEs required, and equipment needed o We have budgeted 80 hours for this work. • • Record Keeping Recommendations: o During interview with Program Leads, questions will be asked about existing processes for • collecting and maintaining permit required records as well as existing processes for conducting related work. o Using the information collected, draft flow chart(s) will be developed that outline the existing processes and draft recommended processes. Follow up meetings with Program Leads will be scheduled through via webinar or phone call to confirm the existing process and review/collect their feedback on the recommended processes. o Feedback collected will be incorporated into the flow charts which will be submitted with the draft report(Task 400)for review. o We have budgeted 36 hours for this work. • QA/QC Review o Complete QA/QC review of task deliverables. o We have budgeted 8 hours for this work. Client Responsibilities • Provide the requested documents, records, and information to complete the compliance checklist within 2 weeks of receiving OCI's request for information • The City is responsible for coordinating with the Program Leads to identify all the staff that need to attend interviews to address questions that focus on the specific section(s) of the permit under the Program Leads authority. • Facilitate field visits to critical permit compliance locations • Attend interviews with program leads Assumptions • Interviews will be scheduled with each program lead and all relevant staff to focus on the specific section(s) of the permit under the program leads authority. If follow-up questions are needed with the program lead,they will be conducted over the phone. • Interviews are assumed to be face to face at the City of Yakima offices as such the budget includes round trip travel from Spokane to Yakima for two days for two OCI staff. • The hours budgeted for OCI to review the City's documentation and complete the compliance checklist assume that documentations (documents and records) provided by the City are complete (contain the information needed to complete the checklist), readable, in an electronic format that is searchable, and organized in a way that is efficient for obtaining information (e.g. organized by type of document, City department, date collected,etc.). After receiving the City's documentation, if more time is needed for organizing or sorting documents,OCI will set up a meeting with the City to discuss document and determine whether the City will complete additional organization work or issue an amendment for OCI to organize the documents. • OCI will use the comment option in Excel or a PDF compatible program to respond to all City comments on draft deliverables. Revisions to draft deliverables will be submitted via email back to the City for official record of how the comments were addressed. • The budget assumes one round of comments from the City on draft deliverables which OCI will incorporate into the final documents. Deliverables • Information/Data Requests (email) • Customized Compliance Checklist(Excel File) • The following deliverables will be submitted as part of the Task 400 Draft Report o Invento►y Summarizing Documents and Records Collected and Reviewed (Excel file) o Completed field inspection checklist(Excel file) o Typed Interview Notes (Word file) o Completed Compliance Checklist(Excel file) o Tables Summarizing: Program Gaps, Recommended Improvements and Schedule for Implementation, and Needed Resources o Flow Chart(s) Illustrating Recommendations for Record Keeping Process Task 400 Reporting Objective: Develop a written summary of the mock audit process, findings, and recommendations. Consultant Services • Develop a draft report which includes the content described in Table I and submit draft report to the City for review • A project check-in meeting will be scheduled to review and discuss the City's comments on the draft report. • Advance the draft report to the final version. This is expected to include incorporating the City's comments into the draft report • Provide a complete QA/QC review of the report before submitting the final version to the City • We have budgeted 96 hours for this work. Client Responsibilities • The City will use track changes, mark-up, and/or comment options in Word, Excel, and/or a PDF compatible program to provide comments on draft deliverables. • All City comments will be consolidated into a single document for each deliverable on the project OneDrive site within 14 calendar days of receiving the comments. • The City Project Manager will review comments provided by City staff and identify which comments OCI will address as well as provide proposed resolution for conflicting comments. Assumptions • The report is expected to be up to 16 pages not including the appendix items. • OCI will set up a OneDrive project site for sharing project documents with the City. • OCI will use the comment option in Word, Excel, and/or a PDF compatible program to respond to all City comments on draft deliverables. Revisions to draft deliverables will be submitted via email back to the City for official record of how the comments were addressed. • The budget assumes one round of comments from the City on draft deliverables. Deliverables • Draft and Final Summary Report(Word and PDF). Table 1. Outline of Summary Report Chapters Chapter Title and Description Executive Summary Purpose: Provide an overview of the project including goals, methods, key findings, recommendations. Chapter 1.Background and Introduction Purpose: Describe the City's MS4 NPDES permit background and the reason for this project including the City's goals and priorities. Chapter 2.Methods Purpose: Provide an overview of the methods used to conduct the mock audit. Chapter 3. Summary of Program Gaps Purpose: Provide a summary of the SWMP gaps that were identified during the mock audit. The summary will be organized by permit section and requirement types. Chapter 4.Recommendations for Improvement Plan Purpose: Summarize recommendations for improving the overall strength of the SWMP including a plan to address gaps and recommended schedule for implementing improvements. Chapter 5. Summary of Needed Resources Purpose: Summarize estimated resources needed to implement the permit required SWMP. Chapter 6.Record Keeping Recommendations Purpose: Summarize recommendations/ideas/examples to improve the City's organization and process for collecting and maintaining their permit required records. Appendix • Completed Permit Compliance Checklist • Table Summarizing Documents and Records Reviewed • Interview Notes • Completed Field Inspection Checklist(s) • Table Summarizing Program Gaps • . Table Summarizing Recommended Improvements • Table Summarizing Needed Resources • Flow Chart(s) illustrating Recommendations for Record Keeping Process Improvements Project Schedule and Fee The proposed project schedule and proposed fees are summarized in Table 2 and Table 3 respectively. The project schedule will be further developed and finalized during the project kick-off meeting. Table 2. Proposed Project Schedule Tasks Jul-20 Aug-20 Sep-20 Task 100: Project Management r-', 'tl Task 200: Project Meetings Project Kickoff Meeting Mock Audit Kickoff Meeting Project Check-in Meetings w/Client Task 300: Review Permit Compliance Customize Compliance Checklist Collect Documents and Records Field Inspections Interview Program Leads Review Documentation & Complete Checklist Gap Analysis & Improvement Recommendations Record Keeping Recommendations Task 400: Reporting • Draft Report City Review Period Final Report w/City Comments Addressed Table 3. Summary of Fees by Task Task Task Title Fees 100 Project Management $6,309 200 Meetings & Presentations $6,390 300 Review Permit Compliance $48,482 400 Reporting $14,772 Total $76,953 Exhibit B — Schedule of Osborn Consulting, Inc. Rates for 2020 City of Yakima Mock Audit Labor Classification NTE Billing Rate* Principal $216 Project Manager $200 Senior Engineer $176 Project Engineer $144 Design Engineer $120 Engineer II $105 Engineer I $90 CADD Manager $142 CADD Tech $90 Accountant $140 Administration $80 *Staff to be billed using their DSC with a 3.0 multiplier. The rates shown are the max fully burdened billing rates per classification. Reimbursables Item Rate Mileage Current IRS Rate Parking At Cost Reproductions At Cost Postage/Shipping At Cost ® Exhibit C Ac®R® CERTIFICATE OF LIABILITY INSURANCE DATE(MMIDDIYYYY) 07/01/2020 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: Leanne Holmes Guide Insurance Services, Inc. P.O. Box 473 _(AIC.No,Ext): (360) 354-2200 FAX P.O. (360) 933-41451 ADDRESS: leanneh@guideinsuranceservices.com Lynden WA 98264 INSURER(S)AFFORDING COVERAGE NAIC# INSURER A:The Travelers Casualty Company 41769 INSURED (425) 451-4009 INSURER B:The Ohio Casualty Insurance Co 24074 Osborn Consulting Inc. INSURER C:Ohio Security Insurance Compan 24082 ! 1800 112th Ave Ne Ste 220e INSURERD: Bellevue WA 98004 INSURERE: INSURER F: COVERAGES CERTIFICATE NUMBER:Cert ID 1931 REVISION NUMBER: THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD' INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES.LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. INSR TYPE OF INSURANCE ADDL SUBRI POLICY EFF POLICY EXP LIMITS LTR INSD WVD POLICY NUMBER (MM/DD/YYYY) (MM/DDIYYYY) B X COMMERCIAL GENERAL LIABILITY EACH OCCURRENCE $ 1,000,000 DAMAGE TO RENTED CLAIMS-MADE X OCCUR Y Y BZ059038638 07/28/2019 07/28/2020 PREMISES(Ea occurrence) $ 1,000,0001 MED EXP(Any one person) $ 15,0001 PERSONAL&ADV INJURY $ Included! GEN'L AGGREGATE LIMIT APPLIES PER: GENERAL AGGREGATE $ 2,000,000 X POLICY PRO- JECT LOC PRODUCTS-COMP/OPAGG $ 2,000,0001 OTHER: $ AUTOMOBILE LIABILITY COMBINED SINGLE LIMIT $ 1,000,0001 000 _(Ea accident). 1 C x ANY AUTO Y Y BAS59038638 07/28/2019 07/28/2020 BODILY INJURY(Per person) $ OWNED SCHEDULED BODILY INJURY(Per accident) $ AUTOS ONLY AUTOS HIRED NON-OWNED PROPERTY DAMAGE $ AUTOS ONLY AUTOS ONLY (Per accident) $ B X UMBRELLA LIAB X OCCUR Y Y US059038638 07/28/2019 07/28/2020 EACH OCCURRENCE $ 1,000,000 EXCESS LIAB CLAIMS-MADE AGGREGATE $ 1,000,000 DED X RETENTION$ 10,000 $ 1,000,000 B WORKERSNDE EMPLOYERTIONS' PER YIN BZ059038638 07/28/2019 07/28/2020 STATUTE X ERH- AND EMPLOYERS'LIABILITY ANYPROPRIETOR/PARTNER/EXECUTIVE WA STOP GAP E L.EACH ACCIDENT $ 1,000,000 OFFICER/MEMBEREXCLUDED? N/A (Mandatory in NH) E.L.DISEASE-EA EMPLOYEE $ 1,000,000 If yes,describe under DESCRIPTION OF OPERATIONS below E.L.DISEASE-POLICY LIMIT $ 1,000,000i A Professional Liability 106565360 07/28/2019 07/28/2020Limit-Each Claim $ 2,000,000 Limit-Aggregate $ 5,000,0001 DESCRIPTION OF OPERATIONS I LOCATIONS/VEHICLES (ACORD 101,Additional Remarks Schedule,may be attached if more space is required) Additional Insured & Waiver of Subrogation, as applicable by written contract per forms: Businessowners Liability Extension Endorsement BP 79 96 09 16 Waiver of Transfer of Rights of Recovery Against Others to Us BP 04 97 01 06 Primary and NonContributory-Other Insurance Condition BP 14 88 07 13 Business Auto Coverage Enhancement Endorsement AC 85 01 06 18 1 CERTIFICATE HOLDER CANCELLATION SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. City of Yakima/County of Yakima Purchasing Department 129 N. 2nd Street AUTHORIZED REPRESENTATIVE Yakima WA 98901 + ,1 . �Q ©1988-2015 ACORD CORPORATION. All rights reserved. ACORD 25(2016/03) The ACORD name and logo are registered marks of ACORD Page 1 of 1 BUSINESSOWNERS BP 79 96 09 16 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. BUSINESSOWNERS LIABILITY EXTENSION ENDORSEMENT This endorsement modifies insurance provided under the following: BUSINESSOWNERS COVERAGE FORM Below is a summarization of the coverages provided by this endorsement. No coverages are given by this ® summary. Actual coverage descriptions are within this endorsement. 5 SECTION SUBJECT A. Supplementary Payments Bail Bonds 8 Loss Of Earnings s _ B. Broadened Coverage For Damage To Premises Rented To You C. Incidental Medical Malpractice Injury D. Mobile Equipment E. Blanket Additional Insured (Owners, Contractors Or Lessors) F. Newly Formed Or Acquired Organizations G. Aggregate Limits H. Duties In The Event Of Occurrence, Offense, Claim Or Suit I. Liability And Medical Expenses Definitions Bodily Injury Insured Contract Personal And Advertising Injury Section II -Liability is amended as follows: A. Supplementary Payments Section A.1. Business Liability is modified as follows: 1. The $250 limit shown in Paragraph A.1.f.(1)(b) Coverage Extension -Supplementary Payments for the cost of bail bonds is replaced by a$3,000 limit. 2. The $250 limit shown in Paragraph A.1.f.(1)(d) Coverage Extension - Supplementary Payments for reasonable expenses and loss of earnings is replaced by a$500 limit. B. Broadened Coverage For Damage To Premises Rented To You 1. The last paragraph of Section B.1. Exclusions -Applicable To Business Liability Coverage is replaced by the following: With respect to the premises which are rented to you or temporarily occupied by you with the permis- sion of the owner, Exclusions c., d., e., g., h., k., I., m., n. and o. do not apply to "property damage". 0 2016 Liberty Mutual Insurance BP 79 96 09 16 Includes copyrighted material of Insurance Services Office,Inc.,with its permission. Page 1 of 4 2. Paragraph D.2. Liability And Medical Expenses Limits Of Insurance is replaced by the following: The most we will pay under this endorsement for the sum of all damages because of all "property damage" to premises while rented to you or temporarily occupied by you with the permission of the owner is the Limit of Insurance shown in the Declarations. 3. Paragraph D.3. Liability And Medical Expenses Limits Of Insurance does not apply. C. Incidental Medical Malpractice Injury 1. Paragraph (4) under Paragraph B.1.j. Exclusions -Applicable To Business Liability Coverage -Profes- sional Services does not apply to "Incidental Medical Malpractice Injury" coverage. 2. With respect to this endorsement, the following is added to Section F. Liability And Medical Expenses Definitions: a. "Incidental Medical Malpractice Injury" means bodily injury arising out of the rendering of or failure to render, during the policy period, the following services: (1) Medical, surgical, dental, x-ray or nursing service or treatment or the furnishing of food or beverages in connection therewith; or (2) The furnishing or dispensing of drugs or medical, dental or surgical supplies or appliances. b. This coverage does not apply to: (1) Expenses incurred by the insured for first-aid to others at the time of an accident and the Duties in the Event of Occurrence, Offense, Claim or Suit Condition is amended accordingly. (2) Any insured engaged in the business or occupation of providing any of the services described under a. above. (3) Injury caused by any indemnitee if such indemnitee is engaged in the business or occupation of providing any of the services described under a. above. D. Mobile Equipment Section C. Who Is An Insured is amended to include any person driving "mobile equipment" with your permission. E. Blanket Additional Insured (Owners, Contractors Or Lessors) 1. Section C. Who Is An Insured is amended to include as an insured any person or organization whom you are required to name as an additional insured on this policy under a written contract or written agreement. The written contract or agreement must be: a. Currently in effect or becoming effective during the term of this policy; and b. Executed prior to the "bodily injury", "property damage", or "personal and advertising injury". 2. The insurance afforded to the additional insured is limited as follows: $ a. The person or organization is only an additional insured with respect to liability arising out of: (1) Real property, as described in a written contract or written agreement, you own, rent, lease, maintain or occupy; and (2) Caused in whole or in part by your ongoing operations performed for that insured. b. The Limit of Insurance applicable to the additional insured are those specified in the written contract or written agreement or the limits available under this policy, as stated in the Declara- tions, whichever are less. These limits are inclusive of and not in addition to the Limit of Insurance available under this policy. c. The insurance afforded to the additional insured does not apply to: (1) Liability arising out of the sole negligence of the additional insured; (2) "Bodily injury", "property damage", "personal and advertising injury", or defense coverage under the Supplementary Payments section of the policy arising out of an architect's, en- gineer's or surveyor's rendering of or failure to render any professional services including: © 2016 Liberty Mutual Insurance BP 79 96 09 16 Includes copyrighted material of Insurance Services Office,Inc.,with its permission. Page 2 of 4 (a) The preparing or approving of maps, shop drawings, opinions, reports, surveys, field orders, change orders, or drawings and specifications; and (b) Supervisory, inspection, architectural or engineering activities. (3) Any "occurrence" that takes place after you cease to be a tenant in the premises described in the Declarations; or (4) Structural alterations, new construction or demolition operations performed by or for the person or organization designated in the Declarations. 3. Any coverage provided hereunder shall be excess over any other valid and collectible insurance avail- able to the additional insured whether primary, excess, contingent or on any other basis unless a contract specifically requires that this insurance be primary or you request that it apply on a primary basis. mamma F. Newly Formed Or Acquired Organizations 1 The following is added to Section C.Who Is An Insured: Any business entity acquired by you or incorporated or organized by you under the laws of any individual state of the United States of America over which you maintain majority ownership interest exceeding fifty percent. Such acquired or newly formed organization will qualify as a Named Insured if there is no similar insurance available to that entity. However: 1. Coverage under this provision is afforded only until the 180th day after the entity was acquired or incorporated or organized by you or the end of the policy period, whichever is earlier; 2. Section A.1. Business Liability does not apply to: a. "Bodily injury" or "property damage" that occurred before the entity was acquired or incorporated or organized by you; and b. "Personal and advertising injury" arising out of an offense committed before the entity was ac- quired or incorporated or organized by you. 3. Records and descriptions of operations must be maintained by the first Named Insured. No person or organization is an insured with respect to the conduct of any current or past partnership, joint venture or limited liability company that is not shown as a Named Insured in the Declarations. G. Aggregate Limits The following is added to Paragraph D.4. Aggregate Limits Liability and Medical Expenses Limits Of Insurance: 1. The Aggregate Limits apply separately to each of the "locations" owned by or rented to you or temporarily occupied by you with the permission of the owner. 2. The Aggregate Limits also apply separately to each of your projects away from premises owned by or rented to you. For the purpose of this endorsement only, "location" means premises involving the same or connect- ing lots, or premises whose connection is interrupted only by a street, roadway, waterway or right- of-way of a railroad. H. Duties In The Event Of Occurrence, Offense, Claim Or Suit 1. Paragraph E.2.a. Duties In The Event Of Occurrence, Offense, Claim Or Suit Liability And Medical Expenses General Condition applies only when the "occurrence" is known to any insured listed in Paragraph C.1. Who Is An Insured or any "employee" authorized by you to give or receive notice of an "occurrence" or claim. 2. Paragraph E.2.b. Duties In The Event Of Occurrence, Offense, Claim Or Suit Liability And Medical Expenses General Condition will not be considered breached unless the breach occurs after such claim or "suit" is known to any insured listed under Paragraph C.1. Who Is An Insured or any "employee" authorized by you to give or receive notice of an "occurrence" or claim. © 2016 Liberty Mutual Insurance BP 79 96 09 16 Includes copyrighted material of Insurance Services Office,Inc.,with its permission. Page 3 of 4 I. Section F.Liability And Medical Expenses Definitions is modified as follows: 1. Paragraph F.3. is replaced by the following: 3. "Bodily Injury" means bodily injury, sickness, disease, or incidental medical malpractice injury sustained by a person, and includes mental anguish resulting from any of these; and including death resulting from any of these at any time. 2. Paragraph F.9. is replaced by the following: 9. "Insured contract" means: a. A contract for a lease of premises. However, that portion of the contract for a lease of prem- ises that indemnifies any person or organization for damage by fire to premises while rented to you or temporarily occupied by you with permission of the owner is not an "insured contract"; b. A sidetrack agreement; c. Any easement or license agreement, except in connection with construction or demolition operations on or within 50 feet of a railroad; d. An obligation, as required by ordinance, to indemnify a municipality, except in connection with work for a municipality; e. An elevator maintenance agreement; f. That part of any other contract or agreement pertaining to your business (including an indem- nification of a municipality in connection with work performed for a municipality) under which you assume the tort liability of another party to pay for "bodily injury" or "property damage" to a third person or organization, provided the "bodily injury" or "property damage" is caused, in whole or in part, by you or by those acting on your behalf. However, such part of a contract or agreement shall only be considered an "insured contract" to the extent your assumption of the tort liability is permitted by law. Tort liability means a liability that would be imposed by law in the absence of any contract or agreement. Paragraph f. does not include that part of any contract or agreement: (1) That indemnifies a railroad for "bodily injury" or "property damage" arising out of con- struction or demolition operations, within 50 feet of any railroad property and affecting any railroad bridge or trestle, tracks, road-beds, tunnel, underpass or crossing; (2) That indemnifies an architect, engineer or surveyor for injury or damage arising out of: (a) Preparing, approving, or failing to prepare or approve, maps, shop drawings, opin- ions, reports, surveys, field orders, change orders or drawings and specifications; or (b) Giving directions or instructions, or failing to give them, if that is the primary cause of the injury or damage; or (3) Under which the insured, if an architect, engineer or surveyor, assumes liability for an injury or damage arising out of the insured's rendering or failure to render professional services, including those listed in (2) above and supervisory, inspection, architectural or engineering activities. 3. Paragraph F.14.b. Personal And Advertising Injury is replaced by the following: b. Malicious prosecution or abuse of process; © 2016 Liberty Mutual Insurance BP 79 96 09 16 Includes copyrighted material of Insurance Services Office,Inc.,with its permission. Page 4 of 4 POLICY NUMBER: BUSINESSOWNERS BP 04 97 01 06 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. WAIVER OF TRANSFER OF RIGHTS OF RECOVERY AGAINST OTHERS TO US This endorsement modifies insurance provided under the following: BUSINESSOWNERS COVERAGE FORM SCHEDULE* Name Of Person Or Organization: As required by written contract or agreement • Paragraph K. Transfer Of Rights Of Recovery Against Others To Us in Section III - Common Policy Conditions is amended by the addition of the following: We waive any right of recovery we may have against the person or organization shown in the Schedule above because of payments we make for injury or damage arising out of your ongoing operations or "your work" done under a contract with that person or organization and included in the "products-completed operations hazard". This waiver applies only to the person or organi- zation shown in the Schedule above. *Information required to complete this Schedule, if not shown above, will be shown in the Declarations. BP 04 97 01 06 ©ISO Properties, Inc., 2004 Page 1 of 1 BUSINESSOWNERS BP 14 88 07 13 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. PRIMARY AND NONCONTRIBUTORY - OTHER INSURANCE CONDITION This endorsement modifies insurance provided under the following: BUSINESSOWNERS COVERAGE FORM The following is added to Paragraph H. Other In- 2. You have agreed in writing in a contract surance of Section III - Common Policy Condi- or agreement that this insurance would tions and supersedes any provision to the con- be primary and would not seek contribu- trary: tion from any other insurance available Primary And Noncontributory Insurance to the additional insured. This insurance is primary to and will not seek contribution from any other insurance avail- able to an additional insured under your poli- cy provided that: 1. The additional insured is a Named In- sured under such other insurance; and • 3 � S BP 14 88 07 13 © Insurance Services Office, Inc., 2012 Page 1 of 1 COMMERCIAL AUTO AC 85 01 06 18 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. BUSINESS AUTO COVERAGE ENHANCEMENT ENDORSEMENT This endorsement modifies insurance provided under the following: BUSINESS AUTO COVERAGE FORM With respect to coverage afforded by this endorsement, the provisions of the policy apply unless modified by the endorsement. If the policy to which this endorsement is attached also contains a Business Auto Coverage Enhancement Endorsement with a specific state named in the title, this endorsement does not apply to vehicles garaged in that specified state. COVERAGE INDEX SUBJECT PROVISION NUMBER ACCIDENTAL AIRBAG DEPLOYMENT 13 ADDITIONAL INSURED BY CONTRACT, AGREEMENT OR PERMIT 4 AMENDED DUTIES IN THE EVENT OF ACCIDENT, CLAIM, SUIT OR LOSS 21 - AMENDED FELLOW EMPLOYEE EXCLUSION 6 AUDIO, VISUAL AND DATA ELECTRONIC EQUIPMENT COVERAGE 15 BODILY INJURY REDEFINED 25 EMPLOYEES AS INSUREDS (Including Employee Hired Auto) 3 EXTRA EXPENSE- BROADENED COVERAGE 11 GLASS REPAIR- WAIVER OF DEDUCTIBLE 17 HIRED AUTO COVERAGE TERRITORY 23 HIRED AUTO PHYSICAL DAMAGE (Including Employee Hired Auto) 7 LOAN / LEASE GAP (Coverage Not Available In New York) 16 NEWLY FORMED OR ACQUIRED SUBSIDIARIES 2 PARKED AUTO COLLISION COVERAGE(WAIVER OF DEDUCTIBLE) 18 PERSONAL EFFECTS COVERAGE 12 PHYSICAL DAMAGE -ADDITIONAL TRANSPORTATION EXPENSE COVERAGE 9 PHYSICAL DAMAGE DEDUCTIBLE -VEHICLE TRACKING SYSTEM 14 PRIMARY AND NON-CONTRIBUTORY -WRITTEN CONTRACT OR WRITTEN AGREEMENT 24 RENTAL REIMBURSEMENT 10 SUPPLEMENTARY PAYMENTS 5 TOWING AND LABOR 8 3 TRAILERS - INCREASED LOAD CAPACITY 1 TWO OR MORE DEDUCTIBLES 19 UNINTENTIONAL FAILURE TO DISCLOSE HAZARDS 20 WAIVER OF TRANSFER OF RIGHTS OF RECOVERYAGAINST OTHERS TO US 22 SECTION I -COVERED AUTOS is amended as follows: 1. TRAILERS-INCREASED LOAD CAPACITY The following replaces Paragraph C.1. Certain Trailers, Mobile Equipment And Temporary Substitute Autos of SECTION I-COVERED AUTOS: "Trailers" with a load capacity of 3,000 pounds or less designed primarily for travel on public roads. © 2017 Liberty Mutual Insurance AC 85 01 06 18 Includes copyrighted material of Insurance Services Office Inc.,with its Permission. Page 1 of 7 SECTION II -LIABILITY COVERAGE is amended as follows: 2. NEWLY FORMED OR ACQUIRED SUBSIDIARIES SECTION II - LIABILITY COVERAGE, Paragraph A.1. - Who Is An Insured is amended to include the following as an "insured": d. Any legally incorporated subsidiary of which you own more than 50 percent interest during the policy period. Coverage is afforded only for 90 days from the date of acquisition or formation. However, "insured" does not include any organization that: (1) Is a partnership or joint venture; or (2) Is an "insured" under any other automobile policy except a policy written specificall y to apply in excess of this policy; or (3) Has exhausted its Limit of Insurance or had its policy terminated under any other automobile policy. Coverage under this provision d. does not apply to "bodily injury" or "property damage" that occurred before you acquired or formed the organization. 3. EMPLOYEES AS INSUREDS SECTION II - LIABILITY COVERAGE, Paragraph A.1. Who Is An Insured is amended to include the following as an "insured": e. Any "employee" of yours while using a covered "auto" you do not own, hire or borrow but only for acts within the scope of their employment by you. Insurance provided by this endorsement is excess over any other insurance available to any "employee". f. Any "employee" of yours while operating an "auto" hired or borrowed under a written contract or agreement in that "employee's" name, with your permission, while performing duties related to the conduct of your business and within the scope of their employment. Insurance provided by this endorsement is excess over any other insurance available to the "employee". 4. ADDITIONAL INSURED BY CONTRACT, AGREEMENT OR PERMIT SECTION II - LIABILITY COVERAGE, Paragraph A.1. Who Is An Insured is amended to include the following as an "insured": g. Any person or organization with respect to the operation, maintenance or use of a covered "auto", provided that you and such person or organization have agreed in a written contract, written agreement, or permit issued to you by governmental or public authority, to add such person, or organization, or governmental or public authority to this policy as an "insured". However, such person or organization is an "insured": (1) Only with respect to the operation, maintenance or use of a covered "auto"; (2) Only for "bodily injury" or "property damage" caused by an "accident" which takes place after you executed the written contract or written agreement, or the permit has been issued to you; and ° (3) Only for the duration of that contract, agreement or permit. s The "insured" is required to submit a claim to any other insurer to which coverage could apply for defense and indemnity. Unless the "insured" has agreed in writing to primary noncontributory wording per enhancement number 24, this policy is excess over any other collectible insurance. 5. SUPPLEMENTARY PAYMENTS SECTION II - LIABILITY COVERAGE, Coverage Extensions, 2.a. Supplementary Payments, Paragraphs (2)and (4) are replaced by the following: (2) Up to $3,000 for cost of bail bonds (including bonds for related traffic violations ) required because of an "accident" we cover. We do not have to furnish these bonds. (4) All reasonable expenses incurred by the "insured" at our request, including actual loss of earnings up to $500 a day because of time off from work. © 2017 Liberty Mutual Insurance AC 85 01 06 18 Includes copyrighted material of Insurance Services Office Inc.,with its Permission. Page 2 of 7 6. AMENDED FELLOW EMPLOYEE EXCLUSION In those jurisdictions where, by law, fellow "employees" are not entitled to the protection afforded to the employer by the workers compensation exclusivity rule, or similar protection, the following provi- sion is added: SECTION II - LIABILITY, Exclusion B.5. Fellow Employee does not apply if the "bodily injury" results from the use of a covered "auto" you own or hire if you have workers compensation insurance in force for all of your "employees" at the time of "loss". This coverage is excess over any other collectible insurance. SECTION III -PHYSICAL DAMAGE COVERAGE is amended as follows: - 7. HIRED AUTO PHYSICAL DAMAGE Paragraph A.4. Coverage Extensions of SECTION III - PHYSICAL DAMAGE COVERAGE, is amended by re adding the following: If hired "autos" are covered "autos" for Liability Coverage, and if Comprehensive, Specified Causes of Loss or Collision coverage are provided under the Business Auto Coverage Form for any "auto" you own, then the Physical Damage coverages provided are extended to "autos": a. You hire, rent or borrow; or b. Your "employee" hires or rents under a written contract or agreement in that "employee's" name, but only if the damage occurs while the vehicle is being used in the conduct of your business, 8 subject to the following limit and deductible: a. The most we will pay for "loss" in any one "accident" or "loss" is the smallest of; (1) $50,000; or (2) The actual cash value of the damaged or stolen property as of the time of the "loss"; or (3) The cost of repairing or replacing the damaged or stolen property with other property of like kind and quality, minus a deductible. b. The deductible will be equal to the largest deductible applicable to any owned "auto" for that coverage. c. Subject to the limit, deductible and excess provisions described in this provision, we will provide coverage equal to the broadest coverage applicable to any covered "auto" you own. d. Subject to a maximum of $1,000 per "accident", we will also cover the actual loss of use of the hired "auto" if it results from an "accident", you are legally liable and the lessor incurs an actual financial loss. e. This coverage extension does not apply to: (1) Any "auto" that is hired, rented or borrowed with a driver; or (2) Any "auto" that is hired, rented or borrowed from your "employee" or any member of your "employee's" household. Coverage provided under this extension is excess over any other collectible insurance available at the time of "loss". 8. TOWING AND LABOR SECTION III - PHYSICAL DAMAGE COVERAGE, Paragraph A.2. Towing, is amended by the addition of the following: We will pay towing and labor costs incurred, up to the limits shown below, each time a covered "auto" classified and rated as a private passenger type, "light truck" or "medium truck" is disabled: a. For private passenger type vehicles, we will pay up to $75 per disablement. b. For "light trucks", we will pay up to $75 per disablement. "Light trucks" are trucks that have a gross vehicle weight (GVW) of 10,000 pounds or less. c. For "medium trucks" , we will pay up to $150 per disablement. "Medium trucks" are trucks that have a gross vehicle weight (GVW) of 10,001 -20,000 pounds. However, the labor must be performed at the place of disablement. © 2017 Liberty Mutual Insurance AC 85 01 06 18 Includes copyrighted material of Insurance Services Office Inc.,with its Permission. Page 3 of 7 9. PHYSICAL DAMAGE -ADDITIONAL TRANSPORTATION EXPENSE COVERAGE Paragraph A.4.a. Coverage Extensions, Transportation Expenses of SECTION III - PHYSICAL DAMAGE COVERAGE, is amended to provide a limit of$50 per day and a maximum limit of $1,500. 10. RENTAL REIMBURSEMENT SECTION III -PHYSICAL DAMAGE COVERAGE, A. Coverage, is amended by adding the following: a. We will pay up to $75 per day for rental reimbursement expenses incurred by you for the rental of an "auto" because of "accident" or "loss", to an "auto" for which we also pay a "loss" under Comprehensive, Specified Causes of Loss or Collision Coverages. We will pay only for those ex- penses incurred after the first 24 hours following the "accident" or "loss" to the covered "auto." b. Rental Reimbursement requires the rental of a comparable or lessor vehicle, which in many cases may be substantially less than $75 per day, and will only be allowed for the period of time it should take to repair or replace the vehicle with reasonable speed and similar quality, up to a maximum of 30 days. c. We will also pay up to $500 for reasonable and necessary expenses incurred by you to remove and replace your tools and equipment from the covered "auto". This limit is excess over any other collectible insurance. d. This coverage does not apply unless you have a business necessity that other "autos" available for your use and operation cannot fill. e. If "loss" results from the total theft of a covered "auto" of the private passenger type, we will pay under this coverage only that amount of your rental reimbursement expenses which is not already provided under Paragraph 4. Coverage Extension. f. No deductible applies to this coverage. g. The insurance provided under this extension is excess over any other collectible insurance. If this policy also provides Rental Reimbursement Coverage you purchased, the coverage provided by this Enhancement Endorsement is in addition to the coverage you purchased. For the purposes of this endorsement provision, materials and equipment do not include "personal effects" as defined in provision 12.B. 11. EXTRA EXPENSE-BROADENED COVERAGE Under SECTION III - PHYSICAL DAMAGE COVERAGE, A. Coverage, we will pay for the expense of returning a stolen covered "auto" to you. The maximum amount we will pay is $1,000. 12. PERSONAL EFFECTS COVERAGE A. SECTION III -PHYSICAL DAMAGE COVERAGE, A. Coverage, is amended by adding the following: If you have purchased Comprehensive Coverage on this policy for an "auto" you own and that "auto" is stolen, we will pay, without application of a deductible, up to $600 for "personal effects" stolen with the "auto." The insurance provided under this provision is excess over any other collectible insurance. $ B. SECTION V -DEFINITIONS is amended by adding the following: For the purposes of this provision, "personal effects" mean tangible property that is worn or carried by an "insured." "Personal effects" does not include tools, equipment, jewelry, money or securi- ties. 13. ACCIDENTAL AIRBAG DEPLOYMENT SECTION III -PHYSICAL DAMAGE COVERAGE, B.Exclusions is amended by adding the following: If you have purchased Comprehensive or Collision Coverage under this policy, the exclusion for "loss" relating to mechanical breakdown does not apply to the accidental discharge of an airbag. Any insurance we provide shall be excess over any other collectible insurance or reimbursement by manufacturer's warranty. However, we agree to pay any deductible applicable to the other coverage or warranty. © 2017 Liberty Mutual Insurance AC 85 01 06 18 Includes copyrighted material of Insurance Services Office Inc.,with its Permission. Page 4 of 7 14. PHYSICAL DAMAGE DEDUCTIBLE -VEHICLE TRACKING SYSTEM SECTION III -PHYSICAL DAMAGE COVERAGE, D. Deductible, is amended by adding the following: Any Comprehensive Deductible shown in the Declarations will be reduced by 50% for any "loss" caused by theft if the vehicle is equipped with a vehicle tracking device such as a radio tracking device or a global position device and that device was the method of recovery of the vehicle. 15. AUDIO, VISUAL AND DATA ELECTRONIC EQUIPMENT COVERAGE SECTION III - PHYSICAL DAMAGE COVERAGE, B. Exclusions, Paragraph a. of the exception to exclu- sions 4.c. and 4.d. is deleted and replaced with the following: Exclusions 4.c. and 4.d. do not apply to: a. Electronic equipment that receives or transmits audio, visual or data signals, whether or not de- signed solely for the reproduction of sound, if the equipment is: (1) Permanently installed in the covered "auto" at the time of the "loss" or removable from a housing unit that is permanently installed in the covered "auto"; and (2) Designed to be solely operated by use from the power from the "auto's" electrical system; and (3) Physical damage coverages are provided for the covered "auto". If the "loss" occurs solely to audio, visual or data electronic equipment or accessories used with this equipment, then our obligation to pay for, repair, return or replace damaged or stolen property will be reduced by a$100 deductible. 16. LOAN/LEASE GAP COVERAGE(Not Applicable In New York) A. Paragraph C. Limit Of Insurance of SECTION III - PHYSICAL DAMAGE COVERAGE is amended by adding the following: The most we will pay for a "total loss" to a covered "auto" owned by or leased to you in any one "accident" is the greater of the: 1. Balance due under the terms of the loan or lease to which the damaged covered "auto" is subject at the time of the "loss" less the amount of: a. Overdue payments and financial penalties associated with those payments as of the date of the "loss"; b. Financial penalties imposed under a lease due to high mileage, excessive use or abnormal wear and tear; c. Costs for extended warranties, Credit Life Insurance, Health, Accident or Disability Insur- ance purchased with the loan or lease; d. Transfer or rollover balances from previous loans or leases; e. Final payment due under a "Balloon Loan"; f. The dollar amount of any unrepaired damage which occurred prior to the "total loss" of a covered "auto"; g. Security deposits not refunded by a lessor; h. All refunds payable or paid to you as a result of the early termination of a lease agreement or as a result of the early termination of any warranty or extended service agreement on a covered "auto"; i. Any amount representing taxes; j. Loan or lease termination fees; or 2. The actual cash value of the damage or stolen property as of the time of the "loss". An adjustment for depreciation and physical condition will be made in determining the actual cash value at the time of the "loss". This adjustment is not applicable in Texas. B. Additional Conditions This coverage applies only to the original loan for which the covered "auto" that incurred the "loss" serves as collateral, or lease written on the covered "auto" that incurred the "loss". © 2017 Liberty Mutual Insurance AC 85 01 06 18 Includes copyrighted material of Insurance Services Office Inc.,with its Permission. Page 5 of 7 C. SECTION V -DEFINITIONS is changed by adding the following: As used in this endorsement provision, the following definitions apply: "Total loss" means a "loss" in which the cost of repairs plus the salvage value exceeds the actual cash value. A "balloon loan" is one with periodic payments that are insufficient to repay the balance over the term of the loan, thereby requiring a large final payment. 17. GLASS REPAIR-WAIVER OF DEDUCTIBLE Paragraph D. Deductible of SECTION III - PHYSICAL DAMAGE COVERAGE is amended by the addition of the following: No deductible applies to glass damage if the glass is repaired rather than replaced. 18. PARKED AUTO COLLISION COVERAGE (WAIVER OF DEDUCTIBLE) Paragraph D. Deductible of SECTION III - PHYSICAL DAMAGE COVERAGE is amended by the addition of the following: The deductible does not apply to "loss" caused by collision to such covered "auto" of the private passenger type or light weight truck with a gross vehicle weight of 10,000 lbs. or less as defined by the manufacturer as maximum loaded weight the "auto" is designed to carry while it is: a. In the charge of an "insured"; b. Legally parked; and c. Unoccupied. The "loss" must be reported to the police authorities within 24 hours of known damage. The total amount of the damage to the covered. "auto" must exceed the deductible shown in the Declarations. This provision does not apply to any "loss" if the covered "auto" is in the charge of any person or organization engaged in the automobile business. 19. TWO OR MORE DEDUCTIBLES Under SECTION III - PHYSICAL DAMAGE COVERAGE, if two or more company policies or coverage forms apply to the same "accident", the following applies to Paragraph D. Deductible: a. If the applicable Business Auto deductible is the smaller (or smallest) deductible, it will be waived; or b. If the applicable Business Auto deductible is not the smaller (or smallest) deductible , it will be reduced by the amount of the smaller (or smallest) deductible; or c. If the "loss" involves two or more Business Auto coverage forms or policies, the smaller (or smallest) deductible will be waived. For the purpose of this endorsement, company means any company that is part of the Liberty Mutual Group. 2 SECTION IV -BUSINESS AUTO CONDITIONS is amended as follows: 20. UNINTENTIONAL FAILURE TO DISCLOSE HAZARDS SECTION IV- BUSINESS AUTO CONDITIONS, Paragraph B.2. is amended by adding the following: If you unintentionally fail to disclose any hazards, exposures or material facts existing as of the incep- tion date or renewal date of the Business Auto Coverage Form, the coverage afforded by this policy will not be prejudiced. However, you must report the undisclosed hazard of exposure as soon as practicable after its discovery, and we have the right to collect additional premium for any such hazard or exposure. ® 2017 Liberty Mutual Insurance AC 85 01 06 18 Includes copyrighted material of Insurance Services Office Inc.,with its Permission. Page 6 of 7 21. AMENDED DUTIES IN THE EVENT OF ACCIDENT, CLAIM, SUIT, OR LOSS SECTION IV - BUSINESS AUTO CONDITIONS, Paragraph A.2.a. is replaced in its entirety by the follow- ing: a. In the event of"accident", claim, "suit" or"loss", you must promptly notify us when it is known to: (1) You, if you are an individual; (2) A partner, if you are a partnership; (3) Member, if you are a limited liability company; (4) An executive officer or the "employee" designated by the Named Insured to give such notice, if you are a corporation. To the extent possible, notice to us should include: (a) How, when and where the "accident" or "loss" took place; (b) The "insureds" name and address; and (c) The names and addresses of any injured persons and witnesses. 22. WAIVER OF TRANSFER OF RIGHTS OF RECOVERY AGAINST OTHERS TO US SECTION IV - BUSINESS AUTO CONDITIONS, Paragraph A.5. Transfer Of Rights Of Recovery Against Others To Us, is amended by the addition of the following: If the person or organization has in a written agreement waived those rights before an "accident" or "loss", our rights are waived also. 23. HIRED AUTO COVERAGE TERRITORY SECTION IV - BUSINESS AUTO CONDITIONS, Paragraph B.7. Policy Period, Coverage Territory, is amended by the addition of the following: f. For"autos" hired 30 days or less, the coverage territory is anywhere in the world, provided that the "insured's" responsibility to pay for damages is determined in a"suit", on the merits, in the United States, the territories and possessions of the United States of America, Puerto Rico or Canada or in a settlement we agree to. This extension of coverage does not apply to an "auto" hired, leased, rented or borrowed with a driver. 24. PRIMARY AND NON-CONTRIBUTING IF REQUIRED BY WRITTEN CONTRACT OR WRITTEN AGREE- MENT The following is added to SECTION IV -BUSINESS AUTO CONDITIONS, General Conditions, B.5. Other Insurance and supersedes any provision to the contrary: This Coverage Form's Covered Autos Liability Coverage is primary to and will not seek contribution from any other insurance available to an "insured" under your policy provided that: 1. Such "insured" is a Named Insured under such other insurance; and 2. You have agreed in a written contract or written agreement that this insurance would be primary 5 and would not seek contribution from any other insurance available to such "insured". SECTION V -DEFINITIONS is amended as follows: 25. BODILY INJURY REDEFINED Under SECTION V -DEFINITIONS, Definition C. is replaced by the following: "Bodily injury" means physical injury, sickness or disease sustained by a person, including mental anguish, mental injury, shock, fright or death resulting from any of these at any time. 0 2017 Liberty Mutual Insurance AC 85 01 06 18 Includes copyrighted material of Insurance Services Office Inc.,with its Permission. Page 7 of 7