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Home My WebLink AboutCAG2019-436 - Original - Farallon Consulting, LLC - Mill Creek Reestablishment Subsurface Investigation at Matelich Property - 10/08/2019 Agreement Routing Form KENT For Approvals, Signatures and Records Management WAS.HINGTON 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: 10/9/19 Date Required: 10/11/19 �o C Authorized Director or Designee Date of Q, to Sign: Council N/A dMayor Approval: Budget D20086 Grant? Yes No Account Number: Type: N/A ' Vendor Name: Farallon Consulting, LLc Category: Contract c Vendor 2075986 Sub-Category 0 Number: EProject Mill Creek Reestablishment iv Name: 0 c Project Perform a supplemental subsurface investigation at the Matelich property. *. Details: c EAgreement 19 776 Basis for y Amount: Selection of 1v Contractor. v� a Start Date: 10/8/19 Termination Date: 12/30/19 Notice required prior to Yes No CA6—cX disclosure? Contract Number: � Date Received by City Attorney: Comments: 0 c 0 0 cc N i id a Date Routed to the Mayor's Office: in d Date Routed to the City Clerk's Office: 'a d Date Sent to Originator: Visit Documents.KentWA.gov to obtain copies of all agreements adccW22373_6_14 DocuSign Envelope ID:56597729-2356-4A9D-AAC9-2989B74AE7CA KENT W A S H I N G T O N CONSULTANT SERVICES AGREEMENT between the City of Kent and Farallon Consulting, LLC THIS AGREEMENT is made between the City of Kent, a Washington municipal corporation (hereinafter the "City"), and Farallon Consulting, LLC organized under the laws of the State of Washington, located and doing business at 975 Fifth Ave. NW, Issaquah, WA 98027, Phone: (425) 394- 4148, Contact: Jennifer Moore (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 supplemental subsurface investigation 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 30, 2019. III. COMPENSATION. A. The City shall pay the Consultant, based on time and materials, an amount not to exceed Nineteen Thousand, Seven Hundred Seventy Six Dollars ($19,776), 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) DocuSign Envelope ID:56597729-2356-4A9D-AAC9-2989B74AE7CA 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) DocuSign Envelope ID:56597729-2356-4A9D-AAC9-2989B74AE7CA 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:56597729-2356-4A9D-AAC9-2989B74AE7CA 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. Compliance 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:56597729-2356-4A9D-AAC9-2989B74AE7CA 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: Farallon consulting, L.L.C. CITY OF KENT: By: By. k(Ravitu rst (sig ure) Print Name:Mar Print Name: Timothy J. LaPorte, P.E. Its:Pri nci pal Engineer Its: Public Works Director 7/2019 (title) DATE:10/ DATE: /d2AA?-®/Sl NOTICES TO BE SENT TO: NOTICES TO BE SENT TO: CONSULTANT: CITY OF KENT: Jennifer Moore Timothy J. LaPorte, P.E. Farallon Consulting, LLC City of Kent 975 Fifth Ave. NW 220 Fourth Avenue South Issaquah, WA 98027 Kent, WA 98032 (425) 394-4148 (telephone) (253) 856-5500 (telephone) N/A (facsimile) 253 856-6500 facsimile ATTE T. Kent itity Clerk Farallon Consulting-Mill Creek Reestablishment 2/Dahl CONSULTANT SERVICES AGREEMENT - 5 ($20,000 or Less) DocuSign Envelope ID:56597729-2356-4A9D-AAC9-2989B74AE7CA 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: NJA �i, I4 6V4 For: Farallon Consulting, L.L.C. Title: Principal Engineer Date: 10/7/2019 EEO COMPLIANCE DOCUMENTS - 1 DocuSign Envelope ID:56597729-2356-4A9D-AAC9-2989B74AE7CA 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:56597729-2356-4A9D-AAC9-2989B74AE7CA 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 Company, hereby acknowledge and declare that the before-mentioned company was the prime contractor for the Agreement known as that was entered into on the (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: For: Title: Date: EEO COMPLIANCE DOCUMENTS - 3 DocuSign Envelope ID:56597729-2356-4A9D-AAC9-2989B74AE7CA EXHIBIT A Washington FARALuk-11tNIssaquah I Bellingham I Seattle CONl � U LT IN C Oregon Portland I Baker City California Oakland ( Folsom I Irvine j September 26, 2019 Ms. Melissa Dahl City of Kent j Kent, Washington 98032 RE: PROPOSAL FOR SUPPLEMENTAL SUBSURFACE INVESTIGATION 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 supplemental subsurface investigation 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. 152204-9134, 152204-9137, and 222204-9029, which total approximately 11.22 acres of undeveloped and vegetated land. Farallon understands that the City of Kent is considering purchasing the Site for future redevelopment as a wetland area. Further, Farallon understands that the City of Kent suspects contaminated soil may be present on the Site from contaminated fill and that a former landfill was present up-gradient of the Site. Farallon previously performed a Phase I Environmental Site Assessment(ESA)(2019 Phase I ESA 1) 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 1980s, fill material was placed on the central portion of the Site from the east-adjacent Rosso landscape nursery prior to Teufel purchasing the nursery in the late 1980s. Farallon conducted a Phase II ESA at the Site based on the preliminary findings of the 2019 Phase I ESA. Carcinogenic polycyclic aromatic hydrocarbons were detected at concentrations that 'Phase I Environmental Site Assessment Report, Matelich Property,Kent, Washington dated May 31,2019,prepared by Farallon. 2 Letter Regarding Proposal for Phase II Environmental Site Assessment, Matelich Property, Kent, Washington dated September 12,2019,from Ms.Jennifer Whaler and Mr.Mark Havighorst of Farallon to Ms.Dahl of City of Kent. PA2264 City of Kent\2264001 Matelich Property\Admin\Contracts\Supp SI\2264-001 SSI Pro Ltcdocx Quality Service for Environmental Solutions I farallonconsulting.com DocuSign Envelope ID:56597729-2356-4A9D-AAC9-2989B74AE7CA City of Kent September 26, 2019 Page 2 exceeded the Washington State Model Toxics Control Act Cleanup Regulation (MTCA) Method A cleanup level in the composite soil sample collected from test pit TP-8 on the central portion of the Site.Total petroleum hydrocarbons as oil-range organics were detected in the same soil sample at a concentration less than but nearly equal to the MTCA Method A cleanup level. Asphalt was observed in test pit TP-8 and likely is the source of concentrations of carcinogenic polycyclic aromatic hydrocarbons and total petroleum hydrocarbons as oil-range organics detected in the composite soil sample. Further assessment of soil in the area of test pit TP-8 is necessary to characterize the nature and extent of contamination on this portion of the Site and to provide sufficient data for soil disposal during the proposed wetlands mitigation project. SCOPE OF WORK The scope of work for the supplemental subsurface investigation will be conducted under the following tasks: • Task 2: Project Management and Communications; • Task 3: Subsurface Investigation: o Subtask 3A: Test Pit Excavation and Sampling; o Subtask 3B: Data Compilation and Discussion; and o Subtask 3C: Reporting. A description of work under each task and subtask is provided below.Task 1 was completed under a previous scope of work. Farallon understands that the City of Kent will issue a notice to proceed on a task-specific basis and that the notices to proceed for Task 2 and Subtask 3A are likely to be received by October 4, 2019. Farallon will not initiate work on any task or subtask without prior authorization by the City of Kent. TASK 2: PROJECT MANAGEMENT AND COMMUNICATIONS Task 2 includes the following project management activities: • Coordination and project management duties such as scoping, allocation of personnel resources, meetings, subcontracting, progress updates, and communications with representatives of the City of Kent; and • Management of documentation, including progress reporting, subcontracts,budget tracking, and other administrative duties. TASK 3: SUBSURFACE INVESTIGATION Task 3 is composed of Subtasks 3A and 313, described below. Subtask 3A: Test Pit Excavation and Sampling Farallon will oversee the excavation of five test pits on the Site using a construction contractor with a mini excavator. Each test pit will be advanced to the maximum depth safely achievable by the PA2264 City of Kent\2264001 Matelich Property\Admin\Contracts\Supp SI\2264-001 SSI Pro Ltr.docx Quality Service for Environmental Solutions I farallonconsulting.com DocuSign Envelope ID:56597729-2356-4A9D-AAC9-2989B74AE7CA City of Kent September 26, 2019 Page 3 excavation equipment at the Site or until native soil is reached.The test pits will be placed proximate to former test pit TP-8, and their locations will be recorded with a global positioning system unit. Farallon will coordinate new public utility location services for this scope of work, which likely will occur more than 45 days after the original public locate ticket was submitted for the previous scope of work. Private utility location services were conducted under the previous scope of work and do not require duplication at this time. A Farallon Field Scientist will observe subsurface conditions in the test pits and record the information, including descriptions of the soil types encountered using the Unified Soil Classification System, the presence of apparent groundwater, visual and olfactory evidence of contaminant presence, and volatile organic vapor concentrations as measured using a photoionization detector on test pit logs. Soil samples will be collected from selected intervals for submittal to an analytical laboratory based on field indications of potential contamination and from the bottom of each test pit. A minimum of two soil samples will be analyzed from each test pit. The field work associated with this subtask is expected to take 1 day and can be implemented within 5 to 10 business days of Farallon's receipt of notice to proceed with this subtask. Laboratory Analysis Select soil samples will be placed directly into laboratory-prepared sample containers and placed on ice in a cooler and delivered to OnSite Environmental Inc. of Redmond, Washington under standard chain-of-custody protocols. Soil samples may be analyzed for one or more of the following: • Total petroleum hydrocarbons as diesel- and oil-range organics by Northwest Method NWTPH-Dx with and without silica gel cleanup; • Arsenic, barium, cadmium, chromium, silver, mercury, lead, and selenium (Resource Conservation and Recovery Act 8 metals)by U.S. Environmental Protection Agency 6000 and 7000 Series Methods; and • Polycyclic aromatic hydrocarbons by U.S. Environmental Protection Agency Method 8270D. Investigation-Derived Waste Each test pit will be backfilled with the material excavated from it after sampling has been conducted. Analytical data from soil samples analyzed from each test pit may be used to develop a waste profile to evaluate waste disposal or reuse options for the soil excavated from the Site for future wetland construction activities. Subtask 3B: Data Compilation and Discussion The scope of work for Subtask 3B includes compilation and evaluation of the supplemental subsurface investigation results. PA2264 City of Kent\2264001 Matelich Property\Admin\Contracts\Supp SM264-001 SSI Pro Ltr.docx Quality Service for Environmental Solutions I farallonconsulting,com DocuSign Envelope ID:56597729-2356-4A9D-AAC9-2989B74AE7CA low City of Kent September 26, 2019 Page 4 The compilation and evaluation of analytical data will include: • Preparation of draft maps showing the completed test pit locations, and soil analytical results from the Phase II ESA and supplemental subsurface investigation; • Preparation of draft summary tables with soil analytical results from the Phase II ESA and supplemental subsurface investigation; • Preparation of draft test pit logs for the supplemental subsurface investigation; • Review and evaluation of the analytical results, and comparison to their respective screening levels under MTCA; and • Development of a preliminary conceptual site model, identification of data gaps, and/or soil disposal recommendations. Following completion of the compilation and evaluation of the information above, Farallon will either meet with representatives of the City of Kent or call to discuss the combined results of the Phase II ESA and supplemental subsurface investigation. The City of Kent will determine which contact method is chosen. The work associated with this subtask is expected to take 3 to 5 business days and can be implemented immediately upon Farallon's receipt of notice to proceed with this subtask. Subtask 3C: Reporting (Optional) The above information can be finalized and summarized in a written report if requested by the City of Kent. The written report will: • Summarize background information regarding the Site; • Discuss the field methods used during the supplemental subsurface investigation; • Summarize analytical results obtained through the subsurface investigation; • Present final analytical summary tables for analytical data generated during the Phase II ESA and supplemental subsurface investigation; • Provide finalized figures showing test pit locations and analytical results from the Phase II ESA and supplemental subsurface investigation; and • Include copies of analytical reports from the supplemental subsurface investigation. The work associated with this subtask is expected to take 5 to 7 business days upon completion of Subtask 3B and can be implemented immediately upon Farallon's receipt of notice to proceed with this subtask. COST ESTIMATE The estimated time and material cost to conduct the scope of work described herein, including a summary and discussion of results as outlined above in Subtask 313, is $15,811 as detailed in PA2264 City of Kent\2264001 Matelich Property\Admin\Contracts\Supp SI\2264-001 SSI Pro Ltr.docx Quality Service for Environmental Solutions I farallonconsulting.com DocuSign Envelope ID:56597729-2356-4A9D-AAC9-2989B74AE7CA go City of Kent September 26, 2019 Page 5 Table 1 in accordance with Farallon's 2019 Schedule of Charges L If the City of Kent wishes to authorize the preparation of a written report under the optional Subtask 3C,the total estimated cost for the supplemental subsurface investigation is $19,776. The laboratory analytical fees included in Table 1 are based on analysis of a total of 10 soil samples on a standard laboratory turnaround time of 7 to 10 business days. The estimated cost is based on project conditions and the scope of work described in this proposal. Variations in the scope of work and/or project schedule as defined herein may require modification of the fee, project schedule, and/or respective report contents. If any of these conditions are modified during implementation of the project,no change in the scope of work defined herein will be initiated without authorization from the City of Kent. 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. SCHEDULE The scope of work described herein will be conducted in accordance with the following schedule: Task/Subtask Anticipated Schedule Task 2 Ongoing throughout project. Subtask 3A 1 day to implement within 5 to 10 business days after receipt of notice to proceed. Subtask 3B 3 to 5 business days to implement after receipt of notice to proceed. Subtask 3C 5 to 7 business days to implement after receipt of notice to proceed. CLOSING Farallon appreciates the opportunity to provide you with environmental consulting services.Please contact either of the undersigned at(425) 295-0800 if you have questions or comments regarding this scope of work and cost estimate. Sincerely, Farallon Consulting,L.L.C. ' , -11 - Jennifer L. Moore Mark Havighorst, P.E. Senior Scientist Principal Engineer Attachments: Table 1, Cost Estimate for Supplemental Subsurface Investigation 2019 Schedule of Charges 1 J"H:kr ab PA2264 City of Kent\2264001 Matelich Property\Admin\Contracts\Supp SI\226"01 SSI Pro Ltr.docx Quality Service for Environmental Solutions I farallonconsulting.com DocuSign Envelope ID:56597729-2356-4A9D-AAC9-2989B74AE7CA Table 1 Cost Estimate for Supplemental Subsurface Investigation Matelich Property Kent,Washington Farallon PN: 2264-001 Task 2:Project Management and Communications Labor Unit Rate Cost Principal II Engineer/Geologist/Scientist(Mark Havighorst; 2 hour(s)@ $215 per hour= $430 Senior II Engineer/Geologist/Scientist(Jennifer Moore, 7 hour(s)@ $190 per hour= $1,330 Technical Editor(Melissa Mickael) 2 hour(s)@ $110 per hour= $220 Task 2 Estimated Total $1,980 Task 3:Subsurface Investigation Subtask 3A:Test Pit Excavation and Sampling Labor Unit Rote Cost Principal II Engineer/Geologist/Scientist(Mark Havighorst; 2 hour(s)@ $215 per hour= $430 Senior II Engineer/Geologist/Scientist(Jennifer Moore, 5 hour(s)@ $190 per hour= $950 Staff I Engineer/Geologist/Scientist(Greg Peters; 10 hour(s)@ $125 per hour= $1,250 Subtask 3A Estimated Labor Subtotal $2,630 Other Direct Costs(ODCs) Unit Rate Cost Field Instruments and Equipment: Field Truck I day(s)@ $75 per day= $75 Field Truck Mileage 55 mile(s)@ $0.75 per mile= $41 Level D PPE 1 day(s)@ $20 per day= $20 EOS Field Data Collection Unit 1 day(s)@ $110 per day= $110 Photoionization Detector 1 day(s)@ $90 per day= $90 Sampling/Decon Kit 1 day(s)@ $50 per day= $50 Subcontractors: Excavation Contractor 1 estimate @ $2,500 = $2,500 Laboratory Costs Soil Analysis: Polycyclic Aromatic Hydrocarbons 10 sample(s)@ $197 per sample= $1,970 RCRA Metals 10 sample(s)@ $127 per sample= $1,270 Diesel-and Heavy Oil-Range Organics 10 sample(s)@ $87 per sample= $870 Acid/Silica Gel Cleanup 10 sample(s)@ $46 per sample= $460 Subtask 3A Estimated ODCs and Laboratory Costs Subtotal $7,456 Subtask 3A Estimated Total $10,086 Subtask 3B:Data Compilation and Discussion Labor Unit Rate Cost Principal II Engineer/Geologist/Scientist(Mark Havighorst; 3 hour(s)@ $215 per hour= $645 Senior II Engineer/Geologist/Scientist(Jennifer Moore; 8 hour(s)@ $190 per hour= $1,520 Staff I Engineer/Geologist/Scientist(Greg Peters; 4 hour(s)@ $125 per hour= $500 Associate Analyst(Jeanette Mullin) 4 hour(s)@ $155 per hour= $620 CADD/Graphics Technician(Josh Jones) 4 hour(s)@ $115 per hour= $460 Subtask 3B Estimated Total $3,745 Subtask 3C:Reporting(Optional) Labor Unit Rate Cost Principal II Engineer/Geologist/Scientist(Mark Havighorst; 4 hour(s)@ $215 per hour= $860 Senior II Engineer/Geologist/Scientist(Jennifer Moore; 10 hour(s)@ $190 per hour= $1,900 Associate Analyst(Jeanette Mullin) 2 hour(s)@ $155 per hour= $310 CADD/Graphics Technician(Josh Jones) 3 hour(s)@ $115 per hour= $345 Technical Editor(Melissa Mickael) 5 hour(s)@ $110 per hour= $550 Subtask 3C Estimated Total $3,965 ESTIMATED WORK ORDER TOTAL(SUMMARY ONLY) $15,811 ESTIMATED WORK ORDER TOTAL(WITH WRITTEN REPORT) $19,776 \\edgefs02\projects\2264 City of Kent\2264001 Matelich Property\Adnun\Contracts\Supp SI\22644 IQF L DocuSign Envelope ID:56597729-2356-4A9D-AAC9-2989B74AE7CA FARALLON Washington _ n C0NStJLT1 NG Oregon or��; � California 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 II Engineer/Geologist/Scientist $215/hour Senior I Engineer/Geologist/Scientist $200/hour Senior II Engineer/Geologist/Scientist $190/hour Associate I Engineer/Geologist/Scientist $175/hour Associate II 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 II 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 $115/hour Technical Editor $110/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 Environmental Solutions I farallonconsulting.com DocuSign Envelope ID:56597729-2356-4A9D-AAC9-2989B74AE7CA r 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 FIELD 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 I farallonconsulting.com DocuSign Envelope ID:56597729-2356-4A9D-AAC9-2989B74AE7CA 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. DocuSign Envelope ID:56597729-2356-4A9D-AAC9-2989B74AE7CA 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. A� 07/CERTIFICATE OF LIABILITY INSURANCE DATE(MM/DD/YYYY) 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. PHONE FAX 2233 112th Avenue NE AIc No Ext: FAX A/c No 425-709 7460 E-MAIL Bellevue,WA 98004 ADDRESS: INSURERS AFFORDING COVERAGE NAIC# INSURERA: lronShore Specialty Ins.CO. INSURED Farallon Consulting LLC INSURERB: 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 POLICY EFF POLICY EXP LTR POLICY NUMBER MM/DD/YYYY) (MM/DDffYYYI LIMITS A GENERAL LIABILITY 002058305 06/21/2019 06/21/2020 EACH OCCURRENCE $ 1,000,000 X COMMERCIAL GENERAL LIABILITY DAMAGE To RENTED 500 000 X PREMISES Ea occurrence $ CLAIMS-MADE 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 17 POLICY X ; PRO X LOC $ B AUTOMOBILE LIABILITY BAS2058011723 COMBINED SINGLE LIMIT 1,000,000 06/21/2019 06/21/2020 Ea accident $ X ANY AUTO X BODILY INJURY(Per person) $ ALL OWNED SCHEDULED (Per accident AUTOS AUTOS )BODILY INJURY P $ NON-OWNED PROPERTY DAMAGE HIRED AUTOS AUTOS Paraccident $ $ A UMBRELLA LIAB IX OCCUR 002058405 06/21/2019 06/21/2020 EACH OCCURRENCE $ 1,000,000 X EXCESS LIAB CLAIMS-MADE X AGGREGATE $ 1,000,000 DED X RETENTION$ 0 $ A WORKERS COMPENSATION 002058305 WC STATU- I X OTH YIN CRY LIM - AND EMPLOYERS'LIABILITY 06/21/2019 O6/21/2020 ER ANY PROPRIETOR/PARTNER/EXECUTIVE ��WA Stop Gap/Employers E.L.EACH ACCIDENT $ 1,000,000 OFFICER/MEMBER EXCLUDED? N/A Liability (Mandatory In NH) y E.L.DISEASE-EA EMPLOYE $ 1,000,000 If yes,describe under 1,000,000 DESCRIPTION OF OPERATIONS below E.L.DISEASE-POLICY LIMIT $ A1 Professional Liability 002058305 $1,000,000 Occ/Incident;$2,000,000 Professional/Pollution Liability 06/21/2019 06/21/2020 Aggregate DESCRIPTION OF OPERATIONS I 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. c/o 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 \ >ztt�,.�'tr`t#,ttidl Crmtl :atv IRONSHORE SPECIALTY INSURANCE COMPANY 175 Berkeley Street Boston, MA 02116 Tall free.-(877)IRON411 This contract is registered and delivered as a surplus line coverage under the insurance code of the state of Washington,Title 48 RCVV It is not protected by any Washington state guaranty association law. ENVIRONMENTAL PROTECTION INSURANCE COVERAGE PACKAGE (EPIC PAC) DECLARATIONS Policy Number: 0020583U5 Renewal of Policy Number: 002058304 Item 1- Namrd Insured&Mailing Address: Farallon,Inc- 975 Sth Avenue NW Issaquah,WA 9802? Item 2. Broker&Mailing Address; Parker,Smith&Feek,Inc. 223:3 112thAvenue NE Bellevue,WA 98004 Item 3. Policy Period: Effective: June 21,2019 Expiration: June.M.?020 12:01 a.m,time at your mailing address shown above Item 4. Limits Of Insurance And Deductible: LIMIT DEDUCTIBLE Each Occurrence Limit-COVERAGE PART l:Coverage A,8,C Inclusive 51,000,000 S0 Coverage A•General Bodily In my and Property Damage liability Coverage.B:Hostile Fire and BVilding Equigm nt Liability Coverage C: Products Pollution&rid Exposure Liability Each Occurrence Limit-COVERAGE PART1:Coverage D,E.f Inclusive $1,000,000 $10,000 Coverage D:Time-Ele;mrnt Pnlhriior-HpdityInjury and Property Damage Liability Coverage E,Non-Owned Site Pollution ili;dily Injury and Property Damage Liability Cow fagr:F:Poliutlon Liability during Transpor tation Each Occurrence Limit-Contractors Pollution Liability:Coverage G $1,000,000 55,000 Damage to Premises Rented to You Limit:Any one Premises S`i+'U,001) N/A Personal and Advertising Injury Limit:Any one person or organization 51,0001000 N/A Employee Benefits Administration Liability Limit:Anyonc employee $?.,wo'claG NIA Medical Expense Limit:Any one person $25,000 NiA Each Incident Limit-COVERAGE PART III:Site Pollution Incident Legal Liability 51,0M,00C 525,000 Each Incident Limit-COVERAGE PART IV:Professional Liability $1,000,00(1 $25,000 GENERAL AGGREGATE LIMIT $2.000000 NIP PRODUCTS COMPLETED OPERATIONS AGGREGATE LIMIT $2,OOU,000 N/A his oontr_,"t � fE' °at•;�IG (,'f�i�,�.:3x P'f#Y4�,+?`-x, a'{, t'lc.. ti.1`s #.`s ;�. .. ,`,'a r`it c�. ti a§T?t i Ir Item 5. Form of Business: .1 IndiviPlual ❑Partnership I!mint Venturr ('Trust �l.imited 1i34 lity fornpany I`jOrganizatwn. mlud ng a Corporutloo(But not Including a Partnership,loirl Venture,or I imi:vd Liability Company) Item 6. Compliance with at1 surplus hrips placement requirements,includrrtrg stomping the Polity ani raUec,,ion and puprrrenr of wrphis fines Loxes;is The re5pon5ibihty of the broker. Item 7, Minimum Earned Premium: 1SX Item 9, Site Pollution Incident Legal Liatill"Retroactive Date: SN«INSURED SIT'F SCHEOJtE(If Applicable) Item 9. Professional Liability Retroactive Date: 06/21/299't Item 10. Policy Coverage Form: iE,CO'V.EPIC.001(0513)Environmental Protection Insurance Coverage✓ickage Endorsements: See SCHEOUCE Of ENODRSEME NLS Cate: MO/DAY/YR. AutEaor,zed RCprCSentOticC !E.DEC_E''IC.001.105113j includes ropynehted materiai crf t();uran(e 5ervice Office,ir)C Witt)its pPrrmi,iion. page 2 of Named Insured: I vallon, Policy Number U02058305 Effective 12r01 AM: luny 21,2019 SCHEDULE OF ENDORSEMENTS t ndarsemeet number Form Number Edition Date—For_,.,,,,_m Nar v 1,service of Suit Clause-Washington-SC-9(31_18) 2,IE;.PN.Al1 UO2(0316)Notice of Claim 3,1E.END.AI.I.M2(0409)Terrorism Exclusion 4.IRON.END.ALL.016(0419)Insurer Address Change 5,SL-CFAC(0419)Sanction Limitation and Exclusion Clause: 6.IF.FNl7;r.PIC-003(0409)Insured Site Schedule, 1,1E.END1 LPIC_006(0509)Employers Liability Coverage Endorsement(OH NO WA) 8,1UNO.EPIC,026(0110)Professional Services Exclusion Coverage Part I IF DECA-PIC 001(05/13) Includes topyrighied material of Insurance Service C1#rrr_e,+nc with-ts parr fission. 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 front 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 Drily 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. The7Geral Aggregate Limit: ae most we w pay or L e sum ca#: (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 11; (3) Medical expense under COVERAGE PART 11; IF.00V.EPIC.001(05/13) Includes copyrighted material of Insurance services C>*tices,Inc.with its permiss}on. Page 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 1, Coverages A, 8 or D arising out of operations at a location owned or occupied by you; (2) Occurrences covered under COVERAGE PART 1,Coverage A or 6 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. 5. 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 Premises,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 0: Time-Element Pollution Bodily Injury and Property Damage Liability; b. Darnages 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. 7. 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 11-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 is 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'EI'IC.()u1(05/13) 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. t 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 ar+ (JCFOO) 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. j 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. I 3. Any organization you newly acquire or form, other than a partnership,joint venture or limited liability company, and j 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: i a. Coverage under this provision is afforded only until the 180th day after you acquire or form the organization or the s 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 t 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 r d. Coverage under this policy does not apply to damages arising out of any act, error or omission or professional i 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: i (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); i (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. i (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 5of12 (JCE 00) (1) A vendor is not an insured as respects bodily injury, property damage, environmental damage or personal and advertising injury: E (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; 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; ) (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. I (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: ; s (a) Arising out of any occurrence that takes place after the equipment lease expires or you cease to be a I tenant;or i (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. j I f. An person or organization that has at least a 50%controlling interest in you but only with respect to bodily injury, Y g g� Y p Yt 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 11; IE.COV.EPIC.001(05/13) Includes copyrighted material of Insurance Services Offices,Inc.with its permission. Page 28 of 44 (JGFOO) 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. Excessinsurance (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 7 bf 12 (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 fi rst. 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 8 of 12 (JGFOO) 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 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.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 8.7. 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: 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. d 2017 Liberty Mutual Insurance AC 85 01 06 18 Includes copyrighted material of Insurance Services Office Inc.,with its Permission. Page 7 of 7 oI#rsfc e ar#,�It r• 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 A. INSURING AGREEMENT 1. We will provide the insured with Excess Liability coverage in accordance with the same terms conditions , s, exclusions, limitations and warranties as are contained, as of the inception of this policy period, in the controlling underlying Insurance. I 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. 2. 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