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HomeMy WebLinkAboutCAG2019-370 - Original - Farallon Consulting, LLC - Mill Creek Reestablishtment: Limited Phase II - 07/23/2019 Agreement RoutingForm KEN T For Approvals,Signatures and Records Management Wws-Iry GTON This form combines&replaces the Request for Mayor's Signature and Contract Cover Sheet forms. _ (Print on pink or cherry colored paper) Originator: Nancy for Melissa Dahl Department: Public Works Date Sent: Date Required. 7/24/19 7/26/19 �o o Authorized Director or Designee Date of N/A L. to Sign: Council QMayor Approval: Budget Grant? Yes No Account D2008630 Number: Type: N/A Vendor or Name: Farallon Consulting, L.L.C. Cate 9 y: Contract C Vendor . 2075987 Sub-Category 0 Number: Project Mill Creek Reestablishment ,. Name: 0 = Project Limited Phase II Environmental Site Assessment at Matelich property. C. Details: EAgreement 16 158 Basis for y Amount: Selection of Other Contractor: Ch Q Start Date: 7/23/19 Termination Date: 12/31/19 Notice required prior to Yes No Contract Number: disclosure? Date Received by City Attorney: Comments: M c 3 0 oc H L A _ _ Date Routed to the Mayor's Office: in d Date Routed to the City Clerk's Office: 'a a, Date Sent to Originator: Visit Documents.KentWA.gov to obtain copies of all agreements adccW22373 6 19 DocuSign Envelope ID:606C315B-DD5D-4275-8A5B-15D722F5C130 KENT CONSULTANT SERVICES AGREEMENT between the City of Kent and Farallon Consulting, L.L.C. THIS AGREEMENT is made between the City of Kent, a Washington municipal corporation (hereinafter the "City"), and Farallon Consulting, L.L.C. organized under the laws of the State of Washington, located and doing business at 4380 SW Macadam Ave., Suite 500, Portland, OR 97239, Phone: (503) 280-4632, Contact: Jennifer Whaler (hereinafter the "Consultant"). I. DESCRIPTION OF WORK. Consultant shall perform the following services for the City in accordance with the following described plans and/or specifications: The Consultant shall perform a limited Phase II Environmental Site Assessment (ESA) at the Matelich property for the Mill Creek Reestablishment Project. For a description, see the Consultant's Scope of Work which is attached as Exhibit A and incorporated by this reference. Consultant further represents that the services furnished under this Agreement will be performed in accordance with generally accepted professional practices within the Puget Sound region in effect at the time those services are performed. II. TIME OF COMPLETION. The parties agree that work will begin on the tasks described in Section I above immediately upon the effective date of this Agreement. Consultant shall complete the work described in Section I by December 31, 2019. III. COMPENSATION. A. The City shall pay the Consultant, based on time and materials, an amount not to exceed Sixteen Thousand, One Hundred Fifty Eight Dollars ($16,158), for the services described in this Agreement. This is the maximum amount to be paid under this Agreement for the work described in Section I above, and shall not be exceeded without the prior written authorization of the City in the form of a negotiated and executed amendment to this agreement. The Consultant agrees that the hourly or flat rate charged by it for its services contracted for herein shall remain locked at the negotiated rate(s) for a period of one (1) year from the effective date of this Agreement. The Consultant's billing rates shall be as delineated in Exhibit A. B. The Consultant shall submit monthly payment invoices to the City for work performed, and a final bill upon completion of all services described in this Agreement. The City shall provide payment within forty-five (45) days of receipt of an invoice. If the City objects to all or any portion of an invoice, it shall notify the Consultant and reserves the option to only pay that portion of the invoice not in dispute. In that event, the parties will immediately make every effort to settle the disputed portion. IV. INDEPENDENT CONTRACTOR. The parties intend that an Independent Contractor- Employer Relationship will be created by this Agreement. By their execution of this Agreement, and in accordance with Ch. 51.08 RCW, the parties make the following representations: CONSULTANT SERVICES AGREEMENT - 1 ($20,000 or Less) DpcuSign Envelope ID:606C315B-DD5D-4275-8A5B-15D722F5C130 A. The Consultant has the ability to control and direct the performance and details of its work, the City being interested only in the results obtained under this Agreement. B. The Consultant maintains and pays for its own place of business from which Consultant's services under this Agreement will be performed. C. The Consultant has an established and independent business that is eligible for a business deduction for federal income tax purposes that existed before the City retained Consultant's services, or the Consultant is engaged in an independently established trade, occupation, profession, or business of the same nature as that involved under this Agreement. D. The Consultant is responsible for filing as they become due all necessary tax documents with appropriate federal and state agencies, including the Internal Revenue Service and the state Department of Revenue. E. The Consultant has registered its business and established an account with the state Department of Revenue and other state agencies as may be required by Consultant's business, and has obtained a Unified Business Identifier (UBI) number from the State of Washington. F. The Consultant maintains a set of books dedicated to the expenses and earnings of its business. V. TERMINATION. Either party may terminate this Agreement, with or without cause, upon providing the other party thirty (30) days written notice at its address set forth on the signature block of this Agreement. After termination, the City may take possession of all records and data within the Consultant's possession pertaining to this project, which may be used by the City without restriction. If the City's use of Consultant's records or data is not related to this project, it shall be without liability or legal exposure to the Consultant. VI. DISCRIMINATION. In the hiring of employees for the performance of work under this Agreement or any subcontract, the Consultant, its subcontractors, or any person acting on behalf of the Consultant or subcontractor shall not, by reason of race, religion, color, sex, age, sexual orientation, national origin, or the presence of any sensory, mental, or physical disability, discriminate against any person who is qualified and available to perform the work to which the employment relates. Consultant shall execute the attached City of Kent Equal Employment Opportunity Policy Declaration, Comply with City Administrative Policy 1.2, and upon completion of the contract work, file the attached Compliance Statement. VII. INDEMNIFICATION. Consultant shall defend, indemnify and hold the City, its officers, officials, employees, agents and volunteers harmless from any and all claims, injuries, damages, losses or suits, including all legal costs and attorney fees, arising out of or in connection with the Consultant's performance of this Agreement, except for that portion of the injuries and damages caused by the City's negligence. The City's inspection or acceptance of any of Consultant's work when completed shall not be grounds to avoid any of these covenants of indemnification. Should a court of competent jurisdiction determine that this Agreement is subject to RCW 4.24.115, then, in the event of liability for damages arising out of bodily injury to persons or damages to property caused by or resulting from the concurrent negligence of the Consultant and the City, its officers, officials, employees, agents and volunteers, the Consultant's duty to defend, indemnify, and hold the City harmless, and Consultant's liability accruing from that obligation shall be only to the extent of the Consultant's negligence. CONSULTANT SERVICES AGREEMENT - 2 ($20,000 or Less) DQcuSign Envelope ID:606C315B-DD5D-4275-8A5B-15D722F5C130 IT IS FURTHER SPECIFICALLY AND EXPRESSLY UNDERSTOOD THAT THE INDEMNIFICATION PROVIDED HEREIN CONSTITUTES THE CONSULTANT'S WAIVER OF IMMUNITY UNDER INDUSTRIAL INSURANCE, TITLE 51 RCW, SOLELY FOR THE PURPOSES OF THIS INDEMNIFICATION. THE PARTIES FURTHER ACKNOWLEDGE THAT THEY HAVE MUTUALLY NEGOTIATED THIS WAIVER. In the event Consultant refuses tender of defense in any suit or any claim, if that tender was made pursuant to this indemnification clause, and if that refusal is subsequently determined by a court having jurisdiction (or other agreed tribunal) to have been a wrongful refusal on the Consultant's part, then Consultant shall pay all the City's costs for defense, including all reasonable expert witness fees and reasonable attorneys' fees, plus the City's legal costs and fees incurred because there was a wrongful refusal on the Consultant's part. The provisions of this section shall survive the expiration or termination of this Agreement. VIII. INSURANCE. The Consultant shall procure and maintain for the duration of the Agreement, insurance of the types and in the amounts described in Exhibit B attached and incorporated by this reference. IX. EXCHANGE OF INFORMATION. The City will provide its best efforts to provide reasonable accuracy of any information supplied by it to Consultant for the purpose of completion of the work under this Agreement. X. OWNERSHIP AND USE OF RECORDS AND DOCUMENTS. Original documents, drawings, designs, reports, or any other records developed or created under this Agreement shall belong to and become the property of the City. All records submitted by the City to the Consultant will be safeguarded by the Consultant. Consultant shall make such data, documents, and files available to the City upon the City's request. The Consultant acknowledges that the City is a public agency subject to the Public Records Act codified in Chapter 42.56 of the Revised Code of Washington. As such, the Consultant agrees to cooperate fully with the City in satisfying the City's duties and obligations under the Public Records Act. The City's use or reuse of any of the documents, data, and files created by Consultant for this project by anyone other than Consultant on any other project shall be without liability or legal exposure to Consultant. XI. CITY'S RIGHT OF INSPECTION. Even though Consultant is an independent contractor with the authority to control and direct the performance and details of the work authorized under this Agreement, the work must meet the approval of the City and shall be subject to the City's general right of inspection to secure satisfactory completion. XII. WORK PERFORMED AT CONSULTANT'S RISK. Consultant shall take all necessary precautions and shall be responsible for the safety of its employees, agents, and subcontractors in the performance of the contract work and shall utilize all protection necessary for that purpose. All work shall be done at Consultant's own risk, and Consultant shall be responsible for any loss of or damage to materials, tools, or other articles used or held for use in connection with the work. XIII. MISCELLANEOUS PROVISIONS. A. Recyclable Materials. Pursuant to Chapter 3.80 of the Kent City Code, the City requires its contractors and consultants to use recycled and recyclable products whenever practicable. A price preference may be available for any designated recycled product. B. Non-Waiver of Breach. The failure of the City to insist upon strict performance of any of the covenants and agreements contained in this Agreement, or to exercise any option conferred by this Agreement in one or more instances shall not be construed to be a waiver or relinquishment of those covenants, agreements or options, and the same shall be and remain in full force and effect. C. Resolution of Disputes and Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of Washington. If the parties are unable to settle any dispute, difference or claim arising from the parties' performance of this Agreement, the exclusive means CONSULTANT SERVICES AGREEMENT - 3 ($20,000 or Less) DocuSign Envelope ID:606C315B-DD5D-4275-8A5B-15D722F5C130 of resolving that dispute, difference or claim, shall only be by filing suit exclusively under the venue, rules and jurisdiction of the King County Superior Court, King County, Washington, unless the parties agree in writing to an alternative dispute resolution process. In any claim or lawsuit for damages arising from the parties' performance of this Agreement, each party shall pay all its legal costs and attorney's fees incurred in defending or bringing such claim or lawsuit, including all appeals, in addition to any other recovery or award provided by law; provided, however, nothing in this paragraph shall be construed to limit the City's right to indemnification under Section VII of this Agreement. D. Written Notice. All communications regarding this Agreement shall be sent to the parties at the addresses listed on the signature page of the Agreement, unless notified to the contrary. Any written notice hereunder shall become effective three (3) business days after the date of mailing by registered or certified mail, and shall be deemed sufficiently given if sent to the addressee at the address stated in this Agreement or such other address as may be hereafter specified in writing. E. Assignment. Any assignment of this Agreement by either party without the written consent of the non-assigning party shall be void. If the non-assigning party gives its consent to any assignment, the terms of this Agreement shall continue in full force and effect and no further assignment shall be made without additional written consent. F. Modification. No waiver, alteration, or modification of any of the provisions of this Agreement shall be binding unless in writing and signed by a duly authorized representative of the City and Consultant. G. Entire Agreement. The written provisions and terms of this Agreement, together with any Exhibits attached hereto, shall supersede all prior verbal statements of any officer or other representative of the City, and such statements shall not be effective or be construed as entering into or forming a part of or altering in any manner this Agreement. All of the above documents are hereby made a part of this Agreement. However, should any language in any of the Exhibits to this Agreement conflict with any language contained in this Agreement, the terms of this Agreement shall prevail. H. Comoliance with Laws. The Consultant agrees to comply with all federal, state, and municipal laws, rules, and regulations that are now effective or in the future become applicable to Consultant's business, equipment, and personnel engaged in operations covered by this Agreement or accruing out of the performance of those operations. I. Public Records Act. The Consultant acknowledges that the City is a public agency subject to the Public Records Act codified in Chapter 42.56 of the Revised Code of Washington and documents, notes, emails, and other records prepared or gathered by the Consultant in its performance of this Agreement may be subject to public review and disclosure, even if those records are not produced to or possessed by the City of Kent. As such, the Consultant agrees to cooperate fully with the City in satisfying the City's duties and obligations under the Public Records Act. J. City Business License Required. Prior to commencing the tasks described in Section I, Contractor agrees to provide proof of a current city of Kent business license pursuant to Chapter 5.01 of the Kent City Code. CONSULTANT SERVICES AGREEMENT - 4 ($20,000 or Less) DocuSign Envelope ID:606C315B-DD5D-4275-8A5B-15D722F5C130 K. Counterparts and Signatures by Fax or Email. This Agreement may be executed in any number of counterparts, each of which shall constitute an original, and all of which will together constitute this one Agreement. Further, upon executing this Agreement, either party may deliver the signature page to the other by fax or email and that signature shall have the same force and effect as if the Agreement bearing the original signature was received in person. IN WITNESS, the parties below execute this Agreement, which shall become effective on the last date entered below. All acts consistent with the authority of this Agreement and prior to its effective date are ratified and affirmed, and the terms of the Agreement shall be deemed to have applied. CONSULTANT: CITY O KENT: By: ' W. By: (si ng ware (si ature) Print Name: Cr Print Name: Timothy J. LaPorte, P.E. Its: Principal Hydrogeologist Its: Public Works Director (title) DATE: 7/12/2019 DATE: -7 242-6lQ NOTICES TO BE SENT TO: NOTICES TO BE SENT TO: CONSULTANT: CITY OF KENT: Jennifer Whaler Timothy J. LaPorte, P.E. Farallon Consulting, L.L.C. City of Kent 4380 SW Macadam Ave., Suite 500 220 Fourth Avenue South Portland, OR 97239 Kent, WA 98032 (503) 280-4632 (telephone) (253) 856-5500 (telephone) N/A (facsimile) 253 856-6500 facsimile Copy to: ATTEST: Farallon Consulting,L.L.C. 975 5th Ave NW Issaquah, WA 98027 ATTN: Contract Manager Ken City Jerk Farallon Consulting-Mill Creek Reestablish ment/Dahl CONSULTANT SERVICES AGREEMENT - 5 ($20,000 or Less) DocuSign Envelope ID:606C315B-DD5D-4275-8A5B-15D722F5C130 DECLARATION CITY OF KENT EQUAL EMPLOYMENT OPPORTUNITY POLICY The City of Kent is committed to conform to Federal and State laws regarding equal opportunity. As such all contractors, subcontractors and suppliers who perform work with relation to this Agreement shall comply with the regulations of the City's equal employment opportunity policies. The following questions specifically identify the requirements the City deems necessary for any contractor, subcontractor or supplier on this specific Agreement to adhere to. An affirmative response is required on all of the following questions for this Agreement to be valid and binding. If any contractor, subcontractor or supplier willfully misrepresents themselves with regard to the directives outlines, it will be considered a breach of contract and it will be at the City's sole determination regarding suspension or termination for all or part of the Agreement; The questions are as follows: 1. I have read the attached City of Kent administrative policy number 1.2. 2. During the time of this Agreement I will not discriminate in employment on the basis of sex, race, color, national origin, age, or the presence of all sensory, mental or physical disability. 3. During the time of this Agreement the prime contractor will provide a written statement to all new employees and subcontractors indicating commitment as an equal opportunity employer. 4. During the time of the Agreement I, the prime contractor, will actively consider hiring and promotion of women and minorities. 5. Before acceptance of this Agreement, an adherence statement will be signed by me, the Prime Contractor, that the Prime Contractor complied with the requirements as set forth above. By signing below, I agree to fulfill the five requirements referenced above. By: c W. For: Farallon consulting, LLC Title: Principal Hydrogeologist Date: 7/12/2019 EEO COMPLIANCE DOCUMENTS - 1 DocuSign Envelope ID:606C315B-DD5D-4275-8A56-15D722F5C130 CITY OF KENT ADMINISTRATIVE POLICY NUMBER: 1.2 EFFECTIVE DATE: January 1, 1998 SUBJECT: MINORITY AND WOMEN SUPERSEDES: April 1, 1996 CONTRACTORS APPROVED BY Jim White, Mayor POLICY: Equal employment opportunity requirements for the City of Kent will conform to federal and state laws. All contractors, subcontractors, consultants and suppliers of the City must guarantee equal employment opportunity within their organization and, if holding Agreements with the City amounting to $10,000 or more within any given year, must take the following affirmative steps: 1. Provide a written statement to all new employees and subcontractors indicating commitment as an equal opportunity employer. 2. Actively consider for promotion and advancement available minorities and women. Any contractor, subcontractor, consultant or supplier who willfully disregards the City's nondiscrimination and equal opportunity requirements shall be considered in breach of contract and subject to suspension or termination for all or part of the Agreement. Contract Compliance Officers will be appointed by the Directors of Planning, Parks, and Public Works Departments to assume the following duties for their respective departments. 1. Ensuring that contractors, subcontractors, consultants, and suppliers subject to these regulations are familiar with the regulations and the City's equal employment opportunity policy. 2. Monitoring to assure adherence to federal, state and local laws, policies and guidelines. EEO COMPLIANCE DOCUMENTS - 2 DocuSign Envelope ID:606C315B-DD5D-4275-8A5B-15D722F5C130 CITY OF KENT EQUAL EMPLOYMENT OPPORTUNITY COMPLIANCE STATEMENT This form shall be filled out AFTER COMPLETION of this project by the Contractor awarded the Agreement. I, the undersigned, a duly represented agent of Farallon consulting, LLC Company, hereby acknowledge and declare that the before-mentioned company was the prime contractor for the Agreement known as consulting Services Agreement that was entered into on the 7/12/2019 (date) between the firm I represent and the City of Kent. I declare that I complied fully with all of the requirements and obligations as outlined in the City of Kent Administrative Policy 1.2 and the Declaration City of Kent Equal Employment Opportunity Policy that was part of the before-mentioned Agreement. By: G.'� W. For: Farallon consulting, LLC Title: Principal Hydrogeologist Date: 7/12/2019 EEO COMPLIANCE DOCUMENTS - 3 DocuSign Envelope ID:606C315B-DD5D-4275-8A5B-15D722F5C130 EXHIBIT A FAR , i T ^ i 7 Washington .1L11�LLtV)1\V! Issaquah I Bellingham I Seattle C O N S U L T I N G Oregon ' ?ortland I Bend I Baker City California Oakland j Folsom I Irvine June 27, 2019 Ms. Melissa Dahl City of Kent Office of the Mayor 220 Fourth Avenue South Kent, Washington 98032 RE: PROPOSAL FOR PHASE II ENVIRONMENTAL SITE ASSESSMENT MATELICH PROPERTY KENT,WASHINGTON FARALLON PN: 2264-001 Dear Ms. Dahl: Farallon Consulting, L.L.C. (Farallon) has prepared this letter to present a scope of work and cost estimate to perform a limited Phase II Environmental Site Assessment (ESA) at the Matelich property in Kent, Washington (herein referred to as the Site). This proposal presents a brief description of Farallon's understanding of the Site history,a discussion of the recommended scope of work to be completed, and the cost estimate and schedule to conduct the work. BACKGROUND The Site consists of King County Parcel Nos. 152204-9124, 152204-9137, and 222204-9029, which total approximately 11.22 acres of undeveloped and vegetated land (Figure 1). Farallon understands that the City of Kent plans to purchase the Site. Further, Farallon understands that the City of Kent suspects contaminated soil may be present on the southern portion of the Site from contaminated fill and that a former landfill was present up-gradient of the Site. Farallon previously performed a Phase I ESA (2019 Phase I ESA) for the Site for the City of Kent as a subconsultant to ICF International, Inc. Farallon reviewed historical sources, including aerial photographs and previous environmental studies,and interviewed the Site owner regarding historical fill material that was placed on the Site. An interview with the current Site owner indicated fill material placed on the Site in the 1960s originated from humus excavation of Bow Lake in SeaTac, Washington. The fill material reportedly was placed on the northeastern portion of the Site. In addition, the Site reportedly received fill material from the City of Kent in the 1960s that included soil, blacktop, and curbing. In the 7 980s, fill material was placed on the central portion of the Site from the east-adjacent Rosso landscape nursery prior to Tuefel purchasing the nursery in the late 1980s.The unconfirmed sources and quantity of fill material placed on the Site represent a data gap. The potential release of hazardous substances associated with the placement of fill material on the Site represents a recognized environmental condition in connection with the Site. tledgel's02kpwjects\2264 City or KentV264001 Matelich Propeny\AdminlComractsl.SOW Phil ESA12 2 64-00 1 Ph It ESA Pro Lu docx Quality Service for Environmental Solutions I farallonconsuttjng.com DocuSign Envelope ID:606C315B-DD5D-4275-8A5B-15D722F5C130 7 City of Kent June 27, 2019 Page 2 Former landscape nursery operations of the east-adjacent property resulted in confirmed releases of dieldrin,a pesticide that historically was used for agricultural purposes,in soil and groundwater. The potential migration of hazardous substances to the Site from former landscape nursery operations on the east-adjacent property represents a recognized environmental condition in connection with the Site. Based on the preliminary findings of the 2019 Phase I ESA, the following preliminary historical recognized environmental conditions have been identified in connection with the Site. • The potential release of hazardous substances associated with the placement of fill material on the Site; and • The potential migration of hazardous substances to the Site from former landscape nursery operations on the cast-adjacent property. SCOPE OF WORK The objective of the limited subsurface investigation is to evaluate potential subsurface impacts at the Site associated with the historical use of the Site and adjacent properties. The results from the limited Phase II ESA will be used to evaluate whether further investigation and/or remediation are warranted. Farallon developed this scope of work based on the preliminary findings of the 2019 Phase I ESA. The scope of work for the limited Phase 11 ESA will be conducted under Task 1, Phase II ESA, and the following subtasks: • Subtask 1 A: Project Management and Communications; • Subtask 1 B: Field Investigation;and • Subtask 1 C: Reporting. A description of work under each subtask is provided below. Farallon anticipates an approximate date for this project's notice to proceed of July 15, 2019. SUBTASK IA: PROJECT MANAGEMENT AND COMMUNICATIONS Subtask IA includes project management duties such as project scoping, budgeting, allocating personnel resources,subcontracting,and communicating with the City of Kent. Farallon will draft a Site-specific Health and Safety Plan as required by Part 1910 of Title 29 of the Code of Federal Regulations and Chapter 296-62 of the Washington Administrative Code to address the activities to be performed as part of the drilling.Subtask I A will be ongoing from project start to completion. This task will not be started until obtaining approval from the City of Kent. SUBTASK 113: FIELD INVESTIGATION Subtask 1B includes performing a limited subsurface investigation at the Site that will include excavating up to eight test pits using an excavator to an approximate depth of 5 feet below ground surface and collecting soil samples to evaluate the potential presence of hazardous substances in 1ledger 021pwjects12264 City of Kent12264001 Matelich PropertyiAdminlCnn1rac1s\%0W Ph n E:SA12 2 64-00 1 Ph It ESA Pm 1.1,docx Quality Service for Environmentai solutions I farailonconsulting.com DoouSign Envelope ID:606C315B-DD5D-4275-8A5B-15D722F5C130 Maw 'V, City of Kent June 27,2019 Page 3 soil at the Site. The test pits will be located in areas of suspected historical fill placement and/or proximate to adjacent current and former landscape nursery operations. If proposed test pit locations are inaccessible by machinery, Farallon proposes to collect samples at the proposed test pit locations from borings using a hand auger.Preliminary test pit locations are shown on Figure 2. Farallon anticipates the field investigation will be completed within I business day. This task will not be started until obtaining approval from the City of Kent. Subsurface Utility Locate Prior to test pit and/or hand-auger activities, Farallon will retain public and private utility locating services to clear the proposed test pit and/or hand-auger locations and provide additional information pertaining to the location of subsurface utilities at the Site. The final test pit and/or hand-auger locations may be adjusted in the field based on access considerations,utility placement, additional information regarding historical and current operations at the Site,and other information obtained during execution of the scope of work. Soil Sampling 'Pest pit and/or boring spoils will be placed on plastic sheeting. Farallon proposes to collect one soil sample from each test pit and/or boring to be retained for laboratory analysis. A Farallon Geologist will observe subsurface conditions and retain soil samples from selected intervals based on field indications of fill material or potential contamination for submittal to an analytical laboratory. The information recorded on the test pit and/or boring logs will include soil types encountered, visual and olfactory evidence of contamination, and volatile organic vapor concentrations as measured using a photoionization detector. Laboratory Analysis The soil samples will be collected in laboratory-supplied containers,placed on ice in a cooler,and transported to OnSite Environmental Inc. of Redmond, Washington under standard chain-of- custody protocols for laboratory analysis.Samples will be analyzed on a standard 7-day turnaround schedule. If requested by the City of Kent, samples can be analyzed on an expedited turnaround schedule at additional cost. Select soil samples collected from each test pit or hand-auger sample location will be submitted for laboratory analysis,as follows: • Hydrocarbon identification by Northwest Method NWTPH-HCID; • Polycyclic aromatic hydrocarbons by U.S. Environmental Protection Agency (EPA) Method 82701); • Organochlorine pesticides by EPA Method 8081 B; and • Priority pollutant metals by EPA Methods 6010D/6020B/200.7/200.8/245.1/7470A/7471 B. A composite soil sample from discrete samples collected from the eight test pits and/or borings will be analyzed for the presence of pesticides. Pending the results of this analysis, discrete soil samples may be analyzed if pesticides concentrations are detected in the composite sample. llodWFS1Wp1oject9l2264 City of Kent12264001 Matelich Property,AdminlContrectsL9oW Ph❑ESAQ2fiA-00I Ph II ESA Pro Ur d— Quality Service for Environmental Solutions I faraIloncon suiting.corn DopuSign Envelope ID:606C315B-DD5D-4275-8A5B-15D722F5C130 low City of Kent June 27,2019 VI Page 4 Soil samples where fill material is observed will be analyzed for hydrocarbon identification, polycyclic aromatic hydrocarbons, and priority pollutant metals. If fill material is detected in multiple test pits and appears similar in nature, a composite soil sample will be collected from the test pits with evidence of fill material.Further analysis may be warranted,including but not limited to total petroleum hydrocarbons as diesel-range organics by Northwest Methods NWTPH-Dx using acid/silica gel cleanup, total petroleum hydrocarbons as gasoline-range organics by Northwest Method NWTPH-Gx,and volatile organic compounds by EPA Method 8260B.Pending the results of these analyses, discrete soil samples may be analyzed if concentrations of contaminants of interest are detected in the composite sample. If no obvious signs of contamination are noted during test pit and/or hand-auger sampling, the excavated soil will be used to backfill the test pits and/or hand-auger borings upon completion of sampling. If obvious signs of contamination are observed during excavation, Farallon may recommend that additional soil samples be submitted for analysis.Additional soil samples will not be analyzed without prior authorization from the City of Kent. This cost estimate assumes that samples will be analyzed using 7-day turnaround times. SUBTASK IC: REPORTING Subtask 1 C includes preparation of a letter report that details compilation and evaluation of the soil sampling results and comparison to Washington State Model Toxics Control Act Cleanup Regulation(MTCA) cleanup levels and/or screening levels,as appropriate. Subtask I includes: • Preparation of test pit and/or boring logs, figures drawn to an approximate scale showing test pit and/or hand-auger and utility locations and Site features, and summary tables of analytical results; • Review and evaluation of the soil sample analytical results and comparison to MTCA cleanup levels for unrestricted future land use; • Identification of data gaps; • Development of conclusions regarding the environmental conditions at the Site, including recommendations for additional characterization and/or remediation, as appropriate; and • Preparation of the letter report summarizing Farallon's findings. Farallon anticipates Subtask 1 C will take approximately 7 business days to complete following receipt of laboratory analysis. This task will not be started until obtaining approval from the City of Kent. COST ESTIMATE The estimated time and material cost to conduct the scope of work described is$16,158. Estimated costs are detailed in Table 1, in accordance with Farallon's 2019 .Schedule pf Charges I. The estimated cost to complete the scope of work for the Site will not be exceeded without authorization from the City of Kent. Acdgcrs02\pmje m=§4 City of KentR26400I Matelich Property\Admio\Contr=w\.SOW Ph It ESAQ264-001 Ph II ESA pro U,do Quality Service for Environmental Solutions I faralionconsulting.com DocuSign Envelope ID:606C315B-DD5D-4275-8A5B-15D722F5C130 City of Kent June 27,2019 Page 5 Farallon will conduct the scope of work described above in accordance with the terms and conditions of a mutually agreed-upon services agreement to be provided by the City of Kent. Farallon will proceed with the scope of work upon receipt of the fully executed services agreement. CLOSING Farallon appreciates the opportunity to provide environmental consulting services for this project and trusts that this letter provides sufficient information for your needs. Please contact Jennifer Whaler at (503)280-4632 if you have questions or require further information. Sincerely, Farallon Consulting, L.L.C. I 7 ! &)` A Jennifer Whaler Mark 1lavighorst Associate Environmental Scientist Principal Engineer, P.E. Attachments: Figure 1,Site vicinity Map Figure 2,Site Plan Table 1, Cost Estimate for Limited Phase H Environmental Site Assessment 2019 Schedule of Charges 1 SH/JW/TMH:kr \1edgefs02yrojects\2264 City of Ken112264001 Matelich PmpertyWdminlC wimcts\SOW Ph 11 ESAU264-001 Ph 11 kSA Pro Urdocx Quality Service for Environmental Solutions ( farallonconsulting.com DocuSign Envelope ID:606C315B-DD5D-4275-8A5B-15D722F5C130 Table 1 Cost Estimate for Limited Phase I1 Environmental Site Assessment Matelich Property Kent,Washington Farallon PN: 2264-001 Task 1:Phase 11 ESA Subtask IA:Project Management and Communications Unit Rate Cost Labor Principal 11 Engineer/Geologist/Scientist:Mark Havighors I hour(s)@ $215 per hour= $215 Associate I Engineer/Gcologist/Scientist:Jennifer Whaler 4 hour(s)@ $175 per hour= $700 Project I Engineer/Geolugist/Scientist:Sara Hayne: 4 hour(s)@ $150 per hour= $600 Project lI Engineer/GeologisdScientist:Yusuf Pehlivar 2 hour(s)@ $140 per hour= $280 Subtask IA Estimated Total $1,795 Subtask IB:Field investigation Labor Unit Rate Cost Principal It Engineer/Geologist/Scientist:Mark Havighors I hour(s)@ $215 per hour $215 Associate I Engineer/Geologist/Scientist Jennifer Whaler 4 hour(s)@ $175 per hour= $700 Project II Engineer/Geologist/Scientist:Yusuf Pehlivar 10 hour(s)@ $140 per hour= $1,400 Subtask I Estimated labor Subtotal $2,315 Other Direct Costs{ODCxl Unit Rate Cost Field Instruments and Equipment: EOS Field Data Collection Unit I day(s)@ $110 per day= silo Field Tool Kit,H.D. I day(s)@ $25 per day= $25 Field Truck 1 day(s)@ $75 per day= S75 Field Truck Mileage 55 mile(s)@ $0.15 per mile= $41 Level D PPG 1 day(s)@ $20 per day— $20 Photoionization Detector I day(s)@ $90 per day= $90 Sampling/Decon Kit 1 day(s)@ $50 per day= $50 Subcontractors(Includes 10%Tax): Excavation Contractor I estimate @ $2,426= $2,426 Underground Utility Locate-Conductibles I hour(s)@ $506= $506 Laboratory Costs Soil Analysis with 3 Day Turn Around: Hydrocarbon Identification 8 sample(s)@ $58 per sample= S464 Diesel-and Heavy Oil-Range Organics 8 Sample(s)@ $81 per sample= $648 Gasoline-Range Organics 8 sample(s)@ $86 per sample= $688 Polycyclic Aromatic Hydrocarbons 8 sample(s)@ $196 per sample= $1,568 Organochlorine Pesticides 8 sample(s)@ $138 per sample= $1,104 Priority Pollutant Metals 8 sample(s)@ $196 per sample= $1,568 Subtask 18 Estimated ODCs and Laboratory Costs Subtotal $9,383 Subtask I Estimated Total $11,698 Subtask IC:Reporting Principal II Engineer/(icologist/Scientist:Mark Havighorst 1 hour(s)@ $215 per hour= $215 Associate I Engineer/Geologist/Scientist:Jennifer Whaler 2 hour(s)@ $175 per hour= $350 Project I Engineer/Geologist/Scientist:Sara Hayne: 6 hour(s)@ $150 per hour= $900 Staff Analyst:Thomas Metos 4 hour(s)@ $125 per hour= $500 GIS Technician:Josh Jones 2 hour(s)@ $130 per hour= $260 Technical Editor:Melissa Mickael 4 hour(s)@ $110 per hour= $440 Subtask I I'stimated'Fotal $2,665 ESTIMATED PROJECT TOTAL $16,158 loft \\ed9ef302\p1qect5\2264 City of Kmt\2264001 Matelich Pmperty\Admin\Convacls\SOW Ph 11 ESA\2264-001 Ph 11 Test Pit CE DocuSign Envelope ID:606C315B-DD5D-4275-8A5B-15D722F5C130 x EE "JIM @II �TO ww .. sy YSNWiG I r z�Amo9 • .. . r s,.. A 1rYW £s _ i r-61 £ till r � � »' ..2. gritll k{tt a .• ,� cam; �.`.1:«t�,+ .r -:r+ n Y. � � � ... ..:,� • !' � Ile' J SITE LOCATION ' _ e • ,tom l t £ � v f t ...f ♦� i it •" -"_ i e. s , Tr ; REFERENCE:7.5 MINUTE USGS OUAORANGLE DES MOINES,WASHINGTON,DATED 2013 A Washington . N Issaquah I Bellingham I Seattle FIGURE 1 ' t KENT 1 Oregon SITE VICINITY MAP VII Portland I Bend I Baker City y FARALLON California MATELICH PROPERTY- Oakland l Folsom I Irvine KENT,WASHINGTON p y e00 Quality service for en iron—tet}elution 1 •.trattarconsuftlrg_rfn FARALLON PN: 1670-002 scnLe INceer Drawn By'sgaymet Checked By SH Date 5l71'2019 Past%Fl tens} DtscReference: gayterenOe sl<lop�t p(t(£i,oastit674�t30: Mato*Iva PlnRefly£luek OiT;PHF SEI!Phazxl prolaat apr>! DocuSign Envelope ID:606C315B-DD5D-4275-8A5B-15D722F5C130 NIAS 04 , jr Al r 1 \ t ..F s "s a ACC ZRO ggt �' ax WE » a> c x MER ° * D �rX f ;. tA' DSCAPE ?X r .s; �r NURSERY 47 ; 'r + tIINIMAL tS + `` a � � s y k . »� lij a w t ". yr 9 H € + ` LEGEND NOTES: 1-.ALL LOCATIONS ARE APPROXIMATE POTENTIAL FILL MATERIAL 2-F1GUR6&wEe7E PRCiR ICED IN GCTLC#R.GRAY SCALE C4f?It- tAAY NOT REPRODUCE A13-ORIGINAL INFORMATION Washington MIDWAY CREEK � Issaquah I Bellingham I Seattle FIGURE Z '�• UNDERGROUND STREAM Portland I Bend I BaOre`on kerity SITE PLAN KING COUNTY PARCEL BOUNDARY MATELICH PROPERTY ® FARALLON California KENT,WASHINGTON SITE BOUNDARY Oakland I Folsom I Irvine ■ PROPOSED TEST PIT LOCATIONS q +r=«:<.r r:e:rv,:ornnental sowt:�:, l rarnllon<nn o:en9.oro FARALLON PN:1670-002 [pawn By sgaynler Checker! By'SH Dale 511W 19 Dlsc Reference Path tl.N7r cn,'1670 lCF int�mptioeatl�fsT9-p02 FA-tekh Prccar iTask 002.PHASEnPh,Tei f fZ'1ZT,a r' DocuSign Envelope ID:606C315B-DD5D-4275-8A5B-15D722F5C130 FARALLON Washington Issaquan I Bellingham I Seattle If CONSULTING OregonPortland I Bend I Baker City California OaKiand I Folsom Irvine 2019 SCHEDULE OF CHARGES I FARALLON CONSULTING, L.L.C. PERSONNEL Principal Engineer/Geologist/Scientist $280/hour Principal I Engineer/Geologist/Scientist $235/hour Principal 1I Engineer/Geologist/Scientist $215/hour Senior I Engineer/Geologist/Scientist $200/hour Senior Il Engineer/Geologist/Scientist $190/hour Associate I Engineer/Geologist/Scientist $175/hour Associate If Engineer/Geologist/Scientist $160/hour Project I Engineer/Geologist/Scientist $150/hour Project II Engineer/Geologist/Scientist $140/hour Staff I Engineer/Geologist/Scientist $125/hour Staff 11 Engineer/Geologist/Scientist $115/hour Technician $95/hour Senior Analyst $195/hour Associate Analyst $155/hour Staff Analyst $125/hour GIS Analyst $160/hour GIS Technician $130/hour Senior CAD Technician $125/hour CAD/Graphics Technician $1 15/hour "Technical Editor $1 10/hour Project Assistant $95/hour Clerical/Support $75/hour Legal Testimony and Deposition 50% premium on labor EXPENSES Subcontractors(Labor and Services) Cost+ 15% Direct Expenses Cost+ 15% Lodging/Meals Per Diem Cost+ 15% OR $175/day Report Production Expenses Cost+ 15% Vehicle Mileage IRS rate per mile + 15% Unless otherwise agreed, Farallon Consulting, L.L.C. reserves the right to make reasonable adjustments to compensation rates. Confidential 1 of 2 Quality Service for Envirormeotal Solutions I farallonconsulting.com DocuSign Envelope ID:606C315B-DD5D-4275-8A5B-15D722F5C130 kn�.. FIELD INSTRUMENTS AND EQUIPMENT DAILY RATE WEEKLY RATE Air Gauge/Sensor Kit $45/day $180/week AS/SVE Pilot Test Kit $350/day $1,400/week Bladder Pump $160/day $600/week Borehole Camera $165/day $650/week EOS Field Data Collection Unit $110/day $400/week Drill &Tap Set $20/day $80/week Field Tool Kit,H.D. $25/day $100/week Field Truck $75/day+$0.75/mile $300/week+$0.75/mile Fluorometer/DO Meter $50/day $170/week Gastec System $20/day $80/week Hand Auger and Extensions $50/day $200/week Helium Detector $100/day $400/week Level C PPE $75/day $300/week Level D PPE $20/day $80/week Magnetic Locator $75/day $300/week Mini Air Pump $35/day $140/week Multigas Meter $55/day $200/week Oil-Water Interface Probe $65/day $260/week Peristaltic Pump $65/day $260/week pH Meter $15/day $60/week Photoionization Detector $90/day $360/week Pipe System Pressure Test Kit $35/day $140/week Portovac Pump $30/day $120/week Rotohammer $55/day $200/week Sampling/Decon Kit $50/day $200/week SSD Pilot Test Kit $350/day $1,400/week Submersible Pump $40/day $140/week Surveying Equipment $75/day $300/week Swing Sampler $10/day $40/week Traffic Control $20/day $80/week Turbidity Meter $30/day $120/week Vapor Intrusion Sampling Kit $50/day $200/week Water Level Meter $25/day $100/week Water Quality Test Kit $20/day $80/week YSI/Horiba Multiparameter Meter $130/day $520/week CONSUMABLE FIElal)SUPPLIES UNIT 55-gallon Drum $90/each Bladders $20/each Disposable Bailers $15/each Gastec Detection Tubes $20/each Padlocks $15/each Tyvek Suits $10/each Water Sample Field Filter $20/each Well Caps(2-inch PVC) $12/each Well Caps(4-inch PVC) $16/each Confidential 2 of 2 Quality Service for Environmental Solutions farallonconsulting.com DocuSign Envelope ID:606C3156-DD5D-4275-8A5B-15D722F5C130 EXHIBIT B INSURANCE REQUIREMENTS FOR CONSULTANT SERVICES AGREEMENTS Insurance The Consultant shall procure and maintain for the duration of the Agreement, insurance against claims for injuries to persons or damage to property which may arise from or in connection with the performance of the work hereunder by the Consultant, their agents, representatives, employees or subcontractors. A. Minimum Scope of Insurance Consultant shall obtain insurance of the types described below: 1. Automobile Liability insurance covering all owned, non-owned, hired and leased vehicles. Coverage shall be written on Insurance Services Office (ISO) form CA 00 01 or a substitute form providing equivalent liability coverage. If necessary, the policy shall be endorsed to provide contractual liability coverage. 2. Commercial General Liability insurance shall be written on ISO occurrence form CG 00 01 and shall cover liability arising from premises, operations, independent contractors, products-completed operations, personal injury and advertising injury, and liability assumed under an insured contract. The City shall be named as an insured under the Consultant's Commercial General Liability insurance policy with respect to the work performed for the City using ISO additional insured endorsement CG 20 10 11 85 or a substitute endorsement providing equivalent coverage. 3. Workers' Compensation coverage as required by the Industrial Insurance laws of the State of Washington. 4. Professional Liability insurance appropriate to the Consultant's profession. B. Minimum Amounts of Insurance Consultant shall maintain the following insurance limits: 1. Automobile Liability insurance with a minimum combined single limit for bodily injury and property damage of $1,000,000 per accident. 2. Commercial General Liability insurance shall be written with limits no less than $2,000,000 each occurrence, $2,000,000 general aggregate and a $1,000,000 products-completed operations aggregate limit. EXHIBIT B (Continued) 3. Professional Liability insurance shall be written with limits no less than $1,000,000 per claim and $2,000,000 policy aggregate limit. C. Other Insurance Provisions The insurance policies are to contain, or be endorsed to contain, the following provisions for Automobile Liability and Commercial General Liability insurance: 1. The Consultant's insurance coverage shall be primary insurance as respect the City. Any Insurance, self-insurance, or insurance pool coverage maintained by the City shall be excess of the Consultant's insurance and shall not contribute with it. 2. The Consultant's insurance shall be endorsed to state that coverage shall not be cancelled by either party, except after thirty (30) days prior written notice by certified mail, return receipt requested, has been given to the City. 3. The City of Kent shall be named as an additional insured on all policies (except Professional Liability) as respects work performed by or on behalf of the Consultant and a copy of the endorsement naming the City as additional insured shall be attached to the Certificate of Insurance. The City reserves the right to receive a certified copy of all required insurance policies. The Consultant's Commercial General Liability insurance shall also contain a clause stating that coverage shall apply separately to each insured against whom claim is made or suit is brought, except with respects to the limits of the insurer's liability. D. Acceptability of Insurers Insurance is to be placed with insurers with a current A.M. Best rating of not less than ANII. E. Verification of Coverage Consultant shall furnish the City with original certificates and a copy of the amendatory endorsements, including but not necessarily limited to the additional insured endorsement, evidencing the insurance requirements of the Contractor before commencement of the work. F. Subcontractors Consultant shall include all subcontractors as insureds under its policies or shall furnish separate certificates and endorsements for each subcontractor. All coverages for subcontractors shall be subject to all of the same insurance requirements as stated herein for the Consultant. DATE(MM/DD/YYYY) ACoRO CERTIFICATE OF LIABILITY INSURANCE 07/16/2019 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 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: Parker,Smith&Feek,Inc. aIC No Ext:425-709-3600 a/c No:425-709-7460 2233 112th Avenue NE E-MAIL Bellevue,WA 98004 ADDRESS: INSURERS AFFORDING COVERAGE NAIC# INSURER A: Ironshore Specialty Ins.Co. INSURED Farallon Consulting LLC INSURER B: Ohio Security Insurance Company 975 5th Avenue NW INSURER C: Issaquah,WA 98027 INSURER D: INSURER E: INSURER F: COVERAGES CERTIFICATE NUMBER: REVISION NUMBER: THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES.LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. INSR TYPE OF INSURANCE ADDL UBR POLICPOLICY NUMBER MMIDDY/YYYY MMIDD//YYYY LIMITS LTR A GENERAL LIABILITY 002058305 06/21/2019 06/21/2020 EACH OCCURRENCE $ 1,000,000 X COMMERCIAL GENERAL LIABILITY X PREMISES Es occurrence) $ 500,000 CLAIMS-MADE FXI OCCUR MED EXP(Any one person) $ 25,000 PERSONAL&ADV INJURY $ 1,000,000 GENERAL AGGREGATE $ 2,000,000 GEN'L AGGREGATE LIMIT APPLIES PER: PRODUCTS-COMP/OP AGG $ 2,000,000 POLICY X PRO X LOC 1 $ B AUTOMOBILE LIABILITY BAS2058011723 06/21/2019 06/21/2020 Ee BINEDtSINGLE LIMIT $ 1 000 000 X ANY AUTO X BODILY INJURY(Per person) $ ALL OWNED r--I SCHEDULED BODILY INJURY(Per accident) $ AUTOS r�AUTOS HIRED AUTOS NON-OWNED PROPERTY DAMAGE AUTOS Per accident $ A UMBRELLALIAB I X I OCCUR 002058405 06/21/2019 06/21/2020 EACH OCCURRENCE $ 1,000,000 X EXCESS LIAR CLAIMS-MADE X AGGREGATE $ 1,000,000 DED X RETENTION$ 0 $ A WORKERS COMPENSATION 002058305 WC STATU- X OTH- ANDEMPLOYERS'LIABILITY YIN oyers 06/21/2019 06/21/2020 IdIUT I FIR ANY PROPRIETOR/PARTNER/EXECUTIVE WA Stop Gap/Employers E.L.EACH ACCIDENT $ 1,000,000 OFFICER/MEMBER EXCLUDED? N/A Liability (Mandatory In NH) E.L.DISEASE-EA EMPLOYEE $ 1,000,000 If yes,describe under 1,000,000 DESCRIPTION OF OPERATIONS below E.L.DISEASE-POLICY LIMIT $ A Professional Liability 002058305 06/21/2019 O6/21/2020 $1,000,000 Occ/Incident;$2,000,000 Professional/Pollution Liability Aggregate DESCRIPTION OF OPERATIONS/LOCATIONS/VEHICLES (Attach ACORD 101,Additional Remarks Schedule,If more space Is required) 2264-001 CSA-Phase II Environmental Site Assessment. The City of Kent,its officers,officials,employees,agents and volunteers are an additional insured and coverage is primary and non-contributory on the general liability,automobile,and excess liability policies per the attached endorsements/forms.The excess liability policy is over the general liability and professional liability policies.Notice of cancellation will be provided in accordance with the provisions of the policy. CERTIFICATE HOLDER CANCELLATION SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN City of Kent ACCORDANCE WITH THE POLICY PROVISIONS. Go Timothy J.LaPorte,P.E. 220 Fourth Avenue South AUTHORIZED REPRESENTATIVE Kent,WA 98032 ©1988-2010 ACORD CORPORATION. All rights reserved. ACORD 25(2010/05) The ACORD name and logo are registered marks of ACORD (JCFOO) Item S. Form of Business: [ j Individual (_j Partnership ❑ loint Venture (Trust []Limited liability Company L ]Organization,knciuding a Corporation(But not including a Partnership,loirt Venture,or Hini,ed t,ability Company) Item G. Compliance with at)surplus lines placement requirements,indLding stomping the Policy and roolectirrn and payment of surplus lines taxes,is the responsibility of the broker. Item 7, Minimum Earned Premium: 25" Item 8. Site Pollution Incident Legal Liability Retroactive Date: See INSURED SITE SC.HED'JLE(If Applicable) Item 9. Professional Liability Retroactive Date: 00121./1999 Item 10. Poliry Coverage Form: IE.COV.EPIC.001(0513)Environmental Protection Insurance Coverage Peckage Endorsements: See SCHEDULE OF ENDORSEMENTS Oate: ;yne 27.2019 MO/DAY/YR. Authorized Representative E.DEC.EPIC.001(05/13) Includes ropyriChted material of insurance Service Office,Inc-with its permission. Page 2 of 3 Named Insured: ferallcx:,+r,r Policy Number: 002058305 Effective 12:01 AW June 21,2019 SCHEDULE OF ENDORSEMENTS Endorsement number—Form Number Edition Date—Form Name 1 Service of Suit Clause- Washington-5C-9(11_18) ?.IE.PN.AL.002(0316)Notice of Claim 3.IE.END.A11-002(0409)Terrorism Exclusion 4.IRON.END.ALL.016(0419)Insurer Address Change 5.SL-CFAC(0419)Sanction:,imitation and Exclusion Clause 6. iF.I Nn.FPIC:003(0409)Insured Site Schedule 7. IE.cNDJYK,A06(05091 Employers Liability Coverage Endorsement(OH NO WA) S.iE.END.EPIC.026(0110) Professional Services Exclusion Coverage Part I If DFC EPIC 001(05/131 Includes copyrighted material of Insurance Service Office,,nc.with ts permission. Page 3 of 3 (1) A vendor is not an insured as respects bodily injury, property damage, environmental damage or personal and advertising injury: (a) For which the vendor is obligated to pay damages by reason of the assumption of liability in a contract or agreement except that which the vendor would have in the absence of the contract or agreement; (b) Arising out of any express warranty unauthorized by you; (c) Arising out of any physical or chemical change in the product made intentionally by the vendor, (d) Arising out of repackaging, except when unpacked solely for the purpose of inspection, demonstration, testing, or the substitution of parts under instructions from you, and then repackaged in the original container; (e) Arising out of any failure to make inspections,adjustments,tests or servicing as the vendor has agreed to make or normally undertakes to make in the usual course of business,in connection with the distribution or sale of the products; (f) Arising out of demonstration, installation servicing or repair operations, except such operations performed at the vendor's location in connection with the sale of the product;or (g) Arising out of products which,after distribution or sale by you, have been labeled or relabeled or used as a container,part or ingredient of any other thing or substance by or for the vendor. (2) A manager or lessor of premises,a lessor of leased equipment,or a mortgagee,assignee,or receiver is not an insured as respects bodily injury, property damage, environmental damage or personal and advertising injury: (a) Arising out of any occurrence that takes place after the equipment lease expires or you cease to be a tenant;or (b) Arising out of structural alterations,new construction or demolition operations performed by or on behalf of the manager or lessor of premises,or mortgagee,assignee,or receiver. f. Any person or organization that has at least a 50%controlling interest in you but only with respect to bodily injury, property damage,environmental damage or personal and advertising injury arising out of their financial control of you. SECTION Ili—LIMITS OF INSURANCE AND DEDUCTIBLE 1. The Limits of insurance shown in the Declarations and the rules below fix the most we will pay regardless of the number of: a. Insureds; b. Claims made or suits brought; c. Persons or organizations making claims or bringing suits; d. Pollution incidents; e. Acts,errors or omissions;or f. Benefits included in your employee benefit program. P 7—Th , eneral Aggregate Limit: a TK_1"ie most we"'w li pa o iTie"sure of: (1) Damages and emergency response expense under COVERAGE PART 1, except damages because of bodily injury, property damage or environmental damage included in the products-completed operations hazard other than damages covered under COVERAGE PART I—Coverage G:Contractors Pollution Liability; (2) Damages under COVERAGE PART It; (3) Medical expense under COVERAGE PART 11; IE.COV.EPIC.001(05/13) Includes copyrighted material of Insurance 5e�r,'ices Offices,Inc.with its permission._ Pape 28 of 44 (4) Damages, clean-up costs, emergency response expense and legal and claims expense payments under COVERAGE PART III;and (5) Damages and legal and claims expense payments under COVERAGE PART IV_ b. Shall apply separately as respects all damages caused by: _— (1) Occurrences covered under COVERAGE PART I,Coverages A, B or D arising out of operations at a location owned or occupied by you; (2) Occurrences covered under COVERAGE PART I,Coverage A or G arising out of ongoing operations at a project where you are performing your work;or (3) Pollution incidents covered under COVERAGE PART III arising out of operations at an insured site_ 3. The Products-Completed Operations Aggregate Limit is the most we will pay for damages because of bodily injury, property damage or environmental damage included in the products-completed operations hazard other than damages covered under COVERAGE PART I—Coverage G:Contractors Pollution Liability. 4. Subject to Paragraph 2.or 3.above,whichever applies,the Each Occurrence Limit—COVERAGE PART 1:Coverage A,B, C inclusive is the most we will pay for the sum of: a. Damages under COVERAGE PART I—Coverage A:General Bodily Injury and Property Damage Liability; b. Damages under COVERAGE PART I—Coverage B:Hostile Fire and Building Equipment Liability;and c. Damages under COVERAGE PART I—Coverage C:Products Pollution and Exposure Liability because of all bodily injury,property damage and environmental damage arising out of any one occurrence. S. Subject to Paragraph 4,above,the Damage To Premises Rented To You Limit is the most we will pay under COVERAGE PART I-Coverage A for damages because of property damage to any one prernises,while rented to you,or in the case of damage by fire,while rented to you or temporarily occupied by you with permission of the owner. 6. Subject to Paragraph 2.above,the Each Occurrence Limit COVERAGE PART 1:Coverage D,E,F inclusive is the most we will pay for the sum of: a. Damages under COVERAGE PART I —Coverage D.-Time-Element Pollution Bodily Injury and Property Damage Liability; b. Damages under COVERAGE PART I—Coverage E:Non-Owned Site Pollution Bodily Injury and Property Damage Liability;and c. Damages under COVERAGE PART I—Coverage F:Pollution Liability during Transportation because of all bodily injury,property damage and environmental damage arising out of any one occurrence. I. Subject to Paragraph 2.above, the Each Occurrence Limit-Contractors Pollution Liability:Coverage G is the most we will pay for the sum of all damages under COVERAGE PART I—Coverage G:Contractors Pollution Liability because of bodily injury,property damage or environmental damage arising out of any one occurrence. 8. Subject to Paragraph 2. above, the Personal and Advertising Injury Limit is the most we will pay for the sum of all damages because of all personal and advertising injury sustained by any one person or organization. 9. Subject to Paragraph 2,above,the Employee Benefits Administration Liability Limit is the most we will pay for the sum of all damages sustained by any one employee, including damages sustained by such employee's dependents and beneficiaries.However,the amount paid shall not exceed,and will be subject to,the limits and restrictions that apply to the payment of benefits in any plan included in the employee benefit program. 10. Subject to Paragraph 2.above,the Medical Expense Limit is the most we will pay under COVERAGE PART it-Coverage C for all medical expenses because of bodily injury sustained by any one person. 11. Subject to Paragraph 2.above,the Each incident Limit—COVERAGE PART III:Site Pollution Legal Liability 1s the most we will pay for the sum of: a. Damages and legal and claims expense payments under, COVERAGE PART III — Coverage A: Bodily Injury and Property Damage; IE.00V.EPIC.001(U5/13) Includes copyrighted material of Insurance Services Offices,Inc.with its permission. Page 29 of 44 p. Nuclear Material Based upon or arising out of the radioactive,toxic or explosive properties of nuclear material and with respect to which the insured is: (1) Required to maintain financial protection pursuant to the Atomic Energy Act of 1954; (2) Entitled to indemnity from the United States of America or any agency thereof;or (3) An insured under a nuclear energy liability policy issued by Nuclear Energy Liability Insurance Association, Mutual Atomic Energy Liability Underwriters, Nuclear Insurance Association of Canada or any of their successors,or would be an insured under any such policy but for its termination upon exhaustion of limits. q. Owned Facilities Arising from or in connection with any location which is or was at any time owned,operated,rented,or occupied by you or by any entity that: (1) Wholly or partly owns,operates,manages,or otherwise controls you;or (2) Is wholly or partly owned,operated,managed,or otherwise controlled by you. r. Personal and Advertising Injury Arising out of personal and advertising injury. s. Previously Reported Claim Arising from the same,related or continuous professional incident that was the subject of a claim reported under any policy of which this policy is a renewal or replacement or which it may succeed in time, whether or not such prior policy affords coverage for such claim. t. Prior Professional Incident Arising from any professional incident known to a responsible executive prior to the effective date of the policy period, if such responsible executive knew or could have reasonably foreseen that such professional incident could give rise to damages,claims or suits under this policy. This exclusion does not apply if we have been notified,in writing,of such professional incident giving rise to such damages,claims,or suits during the policy period of a policy previously issued by us. u. Your Product Based upon or arising out of your product. v. Warranties Based upon or arising out of express warranties or guarantees.This exclusion shall not apply if liability would have resulted in the absence of such express warranties or guarantees. w. Workers'Compensation And Similar Laws Any obligation of the insured under a workers' compensation,disability benefits or unemployment compensation law or any similar law. SECTION II—WHO IS AN INSURED 1. If you are designated in the Declarations as: i a. An individual,you and your spouse are insureds, but only with respect to the conduct of a business of which you are the sole owner. b. A partnership or joint venture, you are an insured. Your members, your partners, and their spouses are also insureds,but only with respect to the conduct of your business. c. A limited liability company, you are an insured. Your members are also insureds, but only with respect to the conduct of your business.Your managers are insureds,but only with respect to their duties as your managers. IE.COV.EPIC.001(05/13) Includes copyrighted material of Insurance Services Offices,Inc.with its permission. Page 26 of 44 4of12 (JCF40) d. An organization other than a partnership, joint venture or limited liability company, you are an insured. Your ! executive officers and directors are insureds, but only with respect to their duties as your officers or directors. Your stockholders are also insureds,but only with respect to their liability as stockholders. e. A trust,you are an insured.Your trustees are also insureds,but only with respect to their duties as trustees. 2. Any subsidiary,associated,affiliated,allied or limited liability company or corporation,including subsidiaries thereof,of which you have more than 50% ownership interest at the effective date of the policy period qualify as a Named Insured. 3. Any organization you newly acquire or form, other than a partnership,joint venture or limited liability company, and over which you maintain ownership or majority interest, will qualify as a Named Insured if there is no other similar insurance available to that organization.However: a. Coverage under this provision is afforded only until the 180th day after you acquire or form the organization or the end of the policy period,whichever is earlier; b. Coverage under this policy does not apply to bodily injury, property damage or environmental damage that occurred before you acquired or formed the organization; c. Coverage under this policy does not apply to personal and advertising injury arising out of an offense committed before you acquired or formed the organization;and d. Coverage under this policy does not apply to damages arising out of any act, error or omission or professional F incident that took place before you acquired or formed the organization. 4. Each of the following is also an insured: a. Your volunteer workers only while performing duties related to the conduct of your business,or your employees, other than either your executive officers (if you are an organization other than a partnership, joint venture or limited liability company) or your managers (if you are a limited liability company), but only for acts within the scope of their employment by you or while performing duties related to the conduct of your business. However, " none of these employees or volunteer workers are insureds for: (1) Bodily injury or personal and advertising injury: (a) To you,to your partners or members(if you are a partnership or joint venture)or to your members(if you are a limited liability company); (b) for which there is any obligation to share damages with or repay someone else who must pay damages because of the injury described in Paragraphs(1)(a)above;or (c) Arising out of the providing or failure to provide professional health care services except incidental health care services provided by any physician, dentist, nurse, emergency medical technician or paramedic who is employed by you to provide such services and provided you are not engaged in the business of providing such services. (2) Property damage or environmental damage to property owned, occupied or used by, rented to, in the care, custody or control of, or over which physical control is being exercised for any purpose by you, any of your employees, volunteer workers, any partner or member (if you are a partnership or joint venture), or any member(if you are a limited liability company). b. Any person(other than your employee),or any organization while acting as your real estate manager. c. Any person or organization having proper temporary custody of your property if you die, but only with respect to liability arising out of the maintenance or use of that property and until your legal representative has been appointed. d. Your legal representative if you die, but only with respect to duties as such.That representative will have all your rights and duties under this policy. e. Any person or organization you agree to include as an insured in a written contract,written agreement or permit, but only with respect to bodily injury, property damage, environmental damage or personal and advertising injury arising out of your operations,your work,equipment or premises leased or rented by you,or your products which are distributed or sold in the regular course of a vendor's business,however: IE.COV.EPIC.001(05/13) Includes copyrighted material of Insurance Services Offices,Inc.with its permission. Page 27 of 44 5 of 12 (JCF00) (1) A vendor is not an insured as respects bodily injury, property damage, environmental damage or personal and advertising injury: (a) For which the vendor is obligated to pay damages by reason of the assumption of liability in a contract or agreement except that which the vendor would have in the absence of the contract or agreement; (b) Arising out of any express warranty unauthorized by you; (c) Arising out of any physical or chemical change in the product made intentionally by the vendor; j t (d) Arising out of repackaging, except when unpacked solely for the purpose of inspection, demonstration, testing, or the substitution of parts under instructions from you, and then repackaged in the original container; i (e) Arising out of any failure to make inspections,adjustments,tests or servicing as the vendor has agreed to make or normally undertakes to make in the usual course of business, in connection with the distribution or sale of the products; i (f) Arising out of demonstration, installation servicing or repair operations, except such operations performed at the vendor's location in connection with the sale of the product;or (g) Arising out of products which, after distribution or sale by you, have been labeled or relabeled or used as a container,part or ingredient of any other thing or substance by or for the vendor. (2) A manager or lessor of premises,a lessor of leased equipment,or a mortgagee,assignee, or receiver is not an I insured as respects bodily injury, property damage, environmental damage or personal and advertising I injury: (a) Arising out of any occurrence that takes place after the equipment lease expires or you cease to be a € tenant;or (b) Arising out of structural alterations,new construction or demolition operations performed by or on behalf of the manager or lessor of premises,or mortgagee,assignee,or receiver. f. Any person or organization that has at least a 50%controlling interest in you but only with respect to bodily injury, € property damage, environmental damage or personal and advertising injury arising out of their financial control of you. SECTION III—LIMITS OF INSURANCE AND DEDUCTIBLE 1. The Limits of Insurance shown in the Declarations and the rules below fix the most we will pay regardless of the number of: a. Insureds; b. Claims made or suits brought; c. Persons or organizations making claims or bringing suits; d. Pollution incidents; e. Acts,errors or omissions;or f. Benefits included in your employee benefit program. 2. The General Aggregate Limit: a. Is the most we will pay for the sum of: (1) Damages and emergency response expense under COVERAGE PART I, except damages because of bodily injury, property damage or environmental damage included in the products-completed operations hazard other than damages covered under COVERAGE PART I—Coverage G:Contractors Pollution Liability; (2) Damages under COVERAGE PART II; (3) Medical expense under COVERAGE PART II; IE.COV.EPIC.001(05/13) Includes copyrighted material of Insurance Services Offices,Inc.with its permission. Page 28 of 44 6of12 (JCF00) a. We have the right to: (1) Make inspections and surveys at anytime; (2) Give you reports on the conditions we find;and (3) Recommend changes. b. We are not obligated to make any inspections,surveys, reports or recommendations and any such actions we do undertake relate only to insurability and the premiums to be charged.We do not make safety inspections.We do not undertake to perform the duty of any person or organization to provide for the health or safety of workers or the public.And we do not warrant that conditions: (1) Are safe or healthful;or (2) Comply with laws,regulations,codes or standards. This applies not only to us, but also to any rating, advisory, rate service or similar organization which makes insurance inspections,surveys,reports or recommendations. 15. Legal Action Against Us No person or organization has a right under this policy: a. To join us as a party or otherwise bring us into a suit asking for damages from an insured;or b. To sue us on this policy unless all of its terms have been fully complied with. A person or organization may sue us to recover on an agreed settlement or on a final judgment against an insured;but we will not be liable for damages that are not payable under the terms of this policy or that are in excess of the applicable limit of insurance.An agreed settlement means a settlement and release of liability signed by us,the insured and the claimant or the claimant's legal representative. 16. Multiple Coverage Sections No claim or suit,or part thereof,for which we have accepted coverage or coverage has been held to apply under one or more Coverages in this policy shall be covered under any other Coverages in this policy. 17. Otherinsurance If other valid and collectible insurance is available to the insured for a loss we cover under this policy, our obligations are limited as follows: a. Primary Insurance This insurance is primary except when Paragraph b. below applies. If this insurance is primary,our obligations are not affected unless any of the other insurance is also primary.Then,we will share with all that other insurance by the method described in Paragraph c.below.However,regardless of whether b.below applies,in the event that a written contract or agreement or permit requires this insurance to be primary for any person or organization you agreed to insure and such person or organization is an insured under this policy, we will not seek contributions from any such other insurance issued to such person or organization b. Excess Insurance (1) This insurance is excess over: (a) Any of the other insurance,whether primary,excess,contingent or on any other basis: (i) That is Fire,Extended Coverage,Builder's Risk,Installation Risk or similar coverage for your work; (ii) That is Fire insurance for premises rented to you or temporarily occupied by you with permission of the owner; (III) That is insurance purchased by you to cover your liability as a tenant for property damage to premises rented to you or temporarily occupied by you with permission of the owner;or IE.COV.EPIC.001(05/13) Includes copyrighted material of Insurance Services Offices,Inc.with its permission. Page 34 of 44 7of12 (Iv) If the loss arises out of the maintenance or use of aircraft, autos or watercraft to the extent not subject to Exclusion a. of COVERAGE PART I — Coverage A — General Bodily Injury And Property Damage Liability. (b) Any other primary insurance available to you covering liability for damages arising out of the premises or operations, or the products and completed operations,for which you have been added as an additional insured. (c) Any project specific primary insurance available to you covering liability for damages arising out of your work,for which you are an insured (2) When this insurance is excess,we will have no duty to defend the insured against any suit if any other insurer has a duty to defend the insured against that suit. If no other insurer defends,we will undertake to do so,but we will be entitled to the insured's rights against all those other insurers. (3) When this insurance is excess over other insurance, we will pay only our share of the amount of the loss, if any,that exceeds the sum of: (a) The total amount that all such other insurance would pay for the loss in the absence of this insurance; (b) The total of all deductible and self-insured amounts under all that other insurance;and (c) The deductible and self-insured amounts under this insurance. (4) We will share the remaining loss,if any,with any other insurance that is not described in this Excess Insurance provision and was not bought specifically to apply in excess of the Limits of Insurance shown in the Declarations of this policy. c. Method Of Sharing If all of the other insurance permits contribution by equal shares, we will follow this method also. Under this approach each insurer contributes equal amounts,excess of applicable deductible and self-insured amounts under all such insurance, until it has paid its applicable limit of insurance or none of the loss remains, whichever comes first. If any of the other insurance does not permit contribution by equal shares,we will contribute by limits.Under this method, each insurer's share is based on the ratio of its applicable limit of insurance to the total applicable limits of insurance of all insurers. 18. Premiums and Deductible The first Named Insured shown in the Declarations: a. Is responsible for the payment of all premiums; b. Will be the payee for any return premiums we pay;and c. Is responsible for the payment of all deductibles. 19. Representations By accepting this policy,you agree: a. The statements in the Declarations are accurate and complete; b. Those statements are based upon representations you made to us;and c. We have issued this policy in reliance upon your representations. 20. Separation Of Insureds Except with respect to the Limits of Insurance, any insured versus insured exclusions, and any rights or duties specifically assigned in this policy to the first Named Insured,this insurance applies: a. As if each Named Insured were the only Named Insured;and b. Separately to each insured against whom claim is made or suit is brought. IE.COV.EPIC.001(05/13) Includes copyrighted material of Insurance Services Offices,Inc.with its permission. Page 35 of 44 3 i1" 2 `=l ". SECTION 11-LIABILITY COVERAGE is amended as follows: ' 2. NEWLY FORMED OR ACQUIRED SUBSIDIARIES SECTION 11 - 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 specifically 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 11 - LIABILITY COVERAGE, Paragraph A.1. Who Is An Insured is amended to include the following as an "insured": e. Any "employee" of yours while using a covered "auto" you do not own, hire or borrow but only for acts within the scope of their employment by you. Insurance provided by this endorsement is excess over any other insurance available to any "employee". f. Any "employee" of yours while operating an "auto" hired or borrowed under a written contract or agreement in that "employee's" name, with your permission, while performing duties related to the conduct of your business and within the scope of their employment. Insurance provided by this endorsement is excess over any other insurance available to the "employee". 4. ADDITIONAL INSURED BY CONTRACT,AGREEMENT OR PERMIT SECTION II - LIABILITY COVERAGE, Paragraph A.1. Who Is An Insured is amended to include the following as an "insured": g. Any person or organization with respect to the operation, maintenance or use of a covered "auto", provided that you and such person or organization have agreed in a written contract, written agreement, or permit issued to you by governmental or public authority, to add such person, or organization,or governmental or public authority to this policy as an "insured". However, such person or organization is an "insured": (1) Only with respect to the operation, maintenance or use of a covered "auto"; (2) Only for "bodily injury" or "property damage" caused by an "accident" which takes place after " you executed the written contract or written agreement, or the permit has been issued to you; and (3) Only for the duration of that contract, agreement or permit. The "insured" is required to submit a claim to any other insurer to which coverage could apply for defense and indemnity. Unless the "insured" has agreed in writing to primary noncontributory wording per enhancement number 24, this policy is excess over any other collectible insurance. 5. SUPPLEMENTARY PAYMENTS SECTION 11 - 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. 0 2017 Liberty Mutual insurance AC 85 01 06 18 Includes copyrighted material o;insurance Services office inc,with its Permission. Page 2 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.S. 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.S. Other Insurance and supersedes any provision to the contrary: This Coverage Form's Covered Autos Liability Coverage is primary to and will not seek contribution from any other insurance available to an "insured" under your policy provided that: 1. Such "insured" is a Named Insured under such other insurance; and 2. You have agreed in a written contract or written agreement that this insurance would be primary and would not seek contribution from any other insurance available to such "insured". SECTION V-DEFINITIONS is amended as follows: _ _m 25. BODILY INJURY REDEFINED Under SECTION V-DEFINITIONS, Definition C. is replaced by the following: "Bodily injury" means physical injury, sickness or disease sustained by a person, including mental anguish, mental injury, shock,fright or death resulting from any of these at any time. © 2017 Liberty Mutual Insurance AC 85 0106 18 Includes copyrighted material of Insurance Services Office Inc.,with its Permission. Page 7 of 7 IRONSHORE SPECIALTY INSURANCE COMPANY Mailing Address: 75 Federal Street 5th Floor Boston, MA 02110 Toll Free: (877) IRON411 Insured Name:Farallon Consulting LLC Policy Number: ENVIRONMENTAL EXCESS LIABILITY COVERAGE FORM Various provisions in this policy restrict coverage. Please read the entire policy carefully to determine rights, duties and what is and is not covered. Throughout this policy the words"you"and "your" refer to the Named Insured shown in the Declarations, and any other person or organization qualifying as such under the controlling underlying insurance.The words"we","us"and"our'refer to the company providing this insurance. The word "insured" means any person or organization qualifying as such under the controlling underlying insurance. Defined terms, other than headings, appear in bold face type. Refer to SECTION V—DEFINITIONS. The headings do not constitute terms or conditions of this policy and are included solely for convenience.The headings shall not in any manner modify or otherwise affect any of the provisions of this policy I. COVERAGES I A. INSURING AGREEMENT i 1. We will provide the insured with Excess Liability coverage in accordance with the same terms, conditions, exclusions, limitations and warranties as are contained, as of the inception of this policy period, in the controlling underlying insurance. However, coverage under this policy is subject to the premium, limits of liability, retention, policy period, warranties, exclusions, limitations and any other terms and conditions of this policy including any and all endorsements attached hereto,inconsistent with or supplementary to the controlling underlying insurance. Z. In no event shall this policy follow the terms,conditions,exclusions or limitations in the controlling underlying insurance or provide coverage under this policy with respect to or as a result of any of the following in the controlling underlying insurance: a. Cancellation,non-renewal or change in policy period provisions. b. Kidnap,Ransom or Extortion coverage c. Liberalization Clause Any clause stipulating automatic expansion of coverage with or without an additional premium because of, but not limited to, legislative acts, acts of insurance regulatory authorities or an insurer's policy revision. IE.COV.EEL.001(04/09) Page 1 of 6 THIS PAGE INTENTIONALLY LEFT BLANK