HomeMy WebLinkAboutCAG2019-436 - Amendment - #2 - Farallon Consulting, LLC - Mill Creek Reestablishment Subsurface Investigation at Matelich Property - 12/20/2019 Agreement Routing Form
s
ENT For Approvals, Signatures and Records Management
WASHINGTON
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: 12/23/19 Date Required: 12/27/19
�o
Authorized Director or Designee Date of
C, to Sign: Council N/A
�a Mayor Approval:
Budget D20086 Grant? Yes No
Account
Number: Type: N/A
Vendor
Name: Farallon Consulting, LLC Category: Contract
= Vendor 2075987 Sub-Category Amendment
0 Number:
M Project
E Name: Mill Creek Reestablishment - Matelich Property
0
Project
C Details: Extend the time of completion.
c
40 E Agreement Basis for
0 Amount: $0 Selection of
40
y Contractor:
vs
Q OK/&?*V.F Start Date: 12/20/19 v4-n-- Termination Date: 12/31/20
/U-
Notice required prior to Contract Number:
disclosure? � Yes No `/34-:z,
Date Received by City Attorney: Comments:
cm
c
a
0
N
a
3
t0
o� Date Routed to the Mayor's Office:
in
1
d Date Routed to the City Clerk's Office:
d
Date Sent to Originator:
Visit Documents.KentWA.gov to obtain copies of all agreements
adccW22373 6 19
Docu&(n Envelope ID: 1 BFAA1 FO-FA76-41 DD-8D85-1 D5CE7888C27
KE •N T
WAS H I N G T O N
AMENDMENT NO. 2
NAME OF CONSULTANT OR VENDOR: Farallon Consulting, LLC
CONTRACT NAME & PROJECT NUMBER: Mill Creek Reestablishment - Matelich Property
ORIGINAL AGREEMENT DATE: October 8, 2019
This Amendment is made between the City and the above-referenced Consultant or
Vendor and amends the original Agreement and all prior Amendments. All other provisions of
the original Agreement or prior Amendments not inconsistent with this Amendment shall remain
in full force and effect. For valuable consideration and by mutual consent of the parties,
Consultant or Vendor's work is modified as follows:
1. Section I of the Agreement, entitled 'Description of Work," is hereby modified to
add additional work or revise existing work as follows:
In addition to work required under the original Agreement and any
prior Amendments, the Consultant or Vendor shall:
No change to the scope of work, however an amendment is
needed to extend the time of completion to December 31, 2020
to provide technical support during property acquisition.
2. The contract amount and time for performance provisions of Section II "Time of
Completion," and Section III, "Compensation," are modified as follows:
Original Contract Sum, $19,776
including applicable WSST
Net Change by Previous Amendments $1,302
including applicable WSST
Current Contract Amount $21,078
including all previous amendments
Current Amendment Sum $0
Applicable WSST Tax on this $0
Amendment
Revised Contract Sum $21,078
AMENDMENT - 1 OF 2
DocuSiSn Envelope ID: 1 BFAA1 FO-FA76-41 DD-81D85-1 D5CE7888C27
Original Time for Completion 12/30/19
(insert date)
Revised Time for Completion under n/a
prior Amendments
(insert date)
Add'I Days Required (f) for this 367 calendar days
Amendment
Revised Time for Completion 12/31/20
(insert date)
The Consultant or Vendor accepts all requirements of this Amendment by signing below,
by its signature waives any protest or claim it may have regarding this Amendment, and
acknowledges and accepts that this Amendment constitutes full payment and final settlement of
all claims of any kind or nature arising from or connected with any work either covered or
affected by this Amendment, including, without limitation, claims related to contract time,
contract acceleration, onsite or home office overhead, or lost profits. This Amendment, unless
otherwise provided, does not relieve the Consultant or Vendor from strict compliance with the
guarantee and warranty provisions of the original Agreement.
All acts consistent with the authority of the Agreement, previous Amendments (if any),
and this Amendment, prior to the effective date of this Amendment, are hereby ratified and
affirmed, and the terms of the Agreement, previous Amendments (if any), and this Amendment
shall be deemed to have applied.
The parties whose names appear below swear under penalty of perjury that they are
authorized to enter into this Amendment, which is binding on the parties of this contract.
IN WITNESS, the parties below have executed this Amendment, which will
become effective on the last date written below.
CONSULTANT/VENDOR: CITY OF KENT:
By: AkAy'L t��r� By
a Mark HaVlvi rS t ( ignature)
Print Name: Print Name: Timothy 1. LaPorte, P.E.
Its Principal Engineer Its Public Works Director
12/17/2019 (title) title) Z
DATE: DATE: �►O
ATTEST: APPROVED AS TO FORM:
(applicable if Mayor's signature required)
alk
Kent City Clerk U Kent Law Department
Farallon Consulting-Mill Creek Reestablishment 2 Amd 2/Dahl
AMENDMENT - 2 OF 2
''tea CERTIFICATE OF LIABILITY INS °"�/16/2019 '
INSURANCE N C E 07/16/20,9
THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS
—RTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES
-OW, THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED
cPRESENTATIVE 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).
PRODUCERCONTACT
NAME:
Parker,Smith R Feek,Inc. PHON o 425 709 3600 FAX
425 709 7460
2233 112th Avenue NE E-MAIL Arc No
Bellevue,WA 98004 ADORES-9
INSURE S AFFORDING COVERAGE NAIC
INSURED INSURERA: Ironshore Specialty Ins.Co.
Farallon Consulting LLC INSURERB: ONO SecurityInsurance 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 POLICY EFF POLICY EXP
TR TYPE OF INSURANCEINSR POLICY NUMBER MM/DD/YYYY MM/DD/YYYY LIMITS
A GENERAL LIABILITY 002058305 06/21/2019 06/21/2020 EACH OCCURRENCE S ,,000,000
X COMMERCIAL GENERAL LIABILITY X A 50Q000
PREMISES Ea occurrence S
CLAIMS-MADE OCCUR MED EXP(Any one person) $ 25,000
PERSONAL&ADV INJURY S 1,000,000
GENERAL AGGREGATE $ 2,000,000
GEN'L AGGREGATE LIMIT APPLIES PER: I PRODUCTS-COMPlOP AGG $ 2,000,000
POLICY X PRO- X LOC $
E 'UTOMOBILELIABILITY BAS2058011723 i06/21/2019 06/21/2020 Eaa`BIN acadDDtSINGLEUM[ 1,000,000
` ANY AUTO X BODILY INJURY(Per parson) $
ALL OWNED SCHEDULED
AUTOS AUTOS BODILY INJURY(Per accident) $
HIRED AUTOS NON-0WNED PROPERTY DAMAGE
AUTOS Per accident $
� $
A UMBRELLA UAa X occuR 002058405
X EXCESSLIAB X 06/21/2019 06/21/2020 EACH OCCURRENCE $ 1,000,000
CLAIMS-MADE AGGREGATE $ 1,000,000
DED X i RETENTIONS 0
WORKERS COMPENSATION $
A 002058305 VvC STATU X OTH
� AND EMPLOYERs'LIASILm r!N 06/21/2019 06/21/2020 PITS
ANY PROPRIETORIPARTNER/EXECUTIVE WA Stop Gap/Employers
OFFICES in NH)
EXCLUDED? N/A Liability I E.L.EACH ACCIDENT $ 1,000,000
I(Mands I E.L.DISEASE-EA EMPLOYE S 1,000,000
If yes,describe under
DESCRIPTION OF OPERATIONS below E. DISEASE-POLICY LIMIT $ 1,000,000
A Professional Liability L.002058305 $1,000,000 Occ/Incident;$2,000,000
Professional/Pollution Liability 06/21/2019 06/21/2020 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.
c/o Timothy J. LaPorte,P.E.
220 Fourth Avenue South AUTHORIZED REPRESENTATIVE
Kent, WA 98032
C)1988-2010 ACORD CORPORATION. All rights reserved.
ACORD 25(2010105) The ACORD name and logo are registered marks of ACORD
of 12
IRONS[ 10RE
IRONSHORE SPECIALTY INSURANCE COMPANY
175 Berkeley Street
Boston, MA 02116
Toll Free?(877)JRON41[1
This contract is registered and delivered as a surplus line coverage under the insurance, code of the state of
Washington,Title 48 RCW 1 ,,not protected by.)ny Washington sraie guaranty association law.
ENVIRONMENTAL PROTECTION INSURANCE COVERAGE PACKAGE
(EPIC PAC) DECLARATIONS
Policy Number, (x)20583(I5 Renewal of Policy Number: 002058304
I item i. reamed insured a&Mailing Acidrrocc f a,wnnn i& tr
975 5th Avenue NW
Issaquah,WA 9802?
Item 2. Broker&Mailing Address: Parker,Smith&Feek,Inc.
?2 33 112th Avenue NE
Betievue,WA 98004
Item 3. Policy Period: Effective: Jj',e 21,20)9 Expiration: June 71,J020
12:01 a.m time atyour mailing ac&?Ps5 shown above
Item 4, Limits Of insurance And Deductible: LIMIT DEDUCTIBLE
Each Occurrence Limit-COVERAGE PART 1:Coverage A, B,C Inclusive $L,UO(�,000 50
.'Ove+age A General Bodily In ui y end Property Damage I lability
•:overage B: Hnstde Fop and Building Eouipmcot bdbiLty
:.overage C: Products i'ullutlo1 and Exposure Liability
Each Occurrence limit-COVERAGE PART I:Coverage 0,E,f inclusive $1,000,3C0 $10,000
Coverage D: Tirne-Elemrnr Prilhitior,Hod,,y injury and Property Damage Liability
Coverage E. Non-Owned Slte Poilulion 6cidi1y Injur,,and Property Damage Liability
Cnveragt f:Pollution Liability during Transportation
Each Occurrence Limit-Contractors Pollution Liability:Coverage G $1,000,000 55,000
Damage to Premises Rented to You limit:Any one premises StifiO,OQi) N/A
Personal and Advertising Injury Limit:Any one person or organization S;;OP0,000 WA
Employee Benefits Administration Liability Limit:Any one employee $1.000,000 NjA
Medical Expense Limit:Any one person 51,5,000 NjA
Each Incident Limit COVERAGE PART ul;Site Pollution incident Legal liability 51,CH.N),OOC $25,000
Each Incident Limit COVERAGE PART IV:Professional liability $1,000,00u $25,009
GENERAL AGGREGATE LIMIT y2.000,000 N/A.
PRODUCTS COMPLETED OPERATIONS AGGREGATE LIMIT 52,00Q000 N/A
.. ,. .; `.,'I r ..
Item S. Form of Business:
[]Indivinal U Partnership ]joint Venturi �TruSI [)Lim.ited lia6 iity Corrtpany
`
Item 6. Organirah n en, clud rig e Corporation(But not Including a Pa(tnership,loirt Venture,sir I ilni:F rd t lability Company)
Comphence wirh at)surplus Gnrq ptorernerrt:equire,nenrs,including stumping the Ppficv and coitr-,.;i ,Jnd puyrnr.nf
r:f surplusnrs l, texPS, ;.s the of the oroker.
Item 7. Minimum Earned Premium: 1S.
Item 9. Site Pollution Incident Legal Liability Retroactive Date: «e INSUHtU SI"ri-SCHEDJLE(if Applicable)
Item 9, Professional Liability Retroactive Date:
Item 10- Policy Coverage Form: IE,COV.EPJC.001(0513)Environmental Protection Insurance Cove,aRe Peckage
£ndorsements: See SCHEDUIF_Of ENOORSFMENTS
i
Gate: .�tnjt—,'L2S1L2 ;
—.. _
MO/DAY/YR. AuthuntetJ Represr_ntaii�•n
IE.QFC.E?IC.001(O5,'13) tndudes ropyr Ehted,,,rteriai vrin,uran(E 5ervice,OfIke,Inc with its permission. Page 2 of.i
Named Insured: I araflrm,!nr
Policy Number: 002058305
Effective 12�01 AM: iun�21,2019
SCHEDULE Of ENDORSEMENTS
Endorsement nurn-bcr _form Number—Edition Oate—Form Name
1.Service of Suit Clause-Washington-SC-9(11_18)
?.IF PN.Au 002(0316)Notice of Claim
3.tE.ENO.Al .00<(0409)Terrorism Exclusion
4.IROWENUALL.016(0419)Insurer Address Change
5.SL-0FAC(0419)Sanctionimitation and Excluslon Clause
6.IE.liNO.f:PlC 003(0409)Insured Site Schedule
7. IE.END LPIC.006(0509)Employers Liability Coverage Cndorsement(OH NO WA)
8.ILENO,EPIC.026(0110)Professional Services Exclusion Coverage Part I
IF 0I`-t:PIC 001 WS/13) Includes Lopyrighted material of Insurance Service Office,inc.with its permitsion. Page 3 of:1
(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 SO%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:—Ts Me mos�T ay" Tie 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 11;
(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
(4) Damages, clean-up costs, emergency response expense and legal and claims expense payments under
COVERAGE PART Ill;and
(5) Damages and legal and claims expense payments under COVERAGE PART IV.
j b. Shall apply separately as respects all damages caused by:
i
(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 1,Coverage A or G arising out of ongoing operations at a project i
where you are performing your work:or
ii (3) Pollution incidents covered under COVERAGE PART Ill 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;
i b. Damages inkier COVEPAGE,PART i -Coverage u: iv.-tile i-iic srid"Building Equip neat Liability;and 1
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 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 ana 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.
g. 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 ill: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 Ill - Coverage A: Bodily Injury and
Property Damage;
IE.COv.EPIC.0U1(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.
I SECTION II—WHO IS AN INSURED
1. If you are designated in the Declarations as:
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,
y, 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. i
I
IE.COV.EPIC.001(05/13) Includes copyrighted material of Insurance Services Offices,Inc.with its permission. Page 26 of 44
4 of IZ
{JCr00} -.
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; I
i
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 polity does not apply to personal and advertising injury arising out of an offense committed 1
before you acquired or formed the organization;and +!
a. Coverage under this policy does nut dppiy to ddrndkes drisink uui Of driy dCt, eflU Of UfrilSSiUri ui prafessI r i
incident that took place before you acquired or formed the organization. ?
i
4. Each of the following is also an insured:
1
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: j
(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 i
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 I
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
(1) vendor t not an insured as respects bodily
a injury, property damage, environmental damage or personal I
and advertising injury:u I
a
+ (a) For which the vendor is obligated to pay damages by reason of the assumption of liability in a contract or {
I agreement except that which the vendor would have in the absence of the contract or agreement; {
i (b) Arising out of any express warranty unauthorized by you;
1 j
(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 j
container;
(e) Arising out of any failure to make inspections,adjustments,tests or servicing as the vendor has agreed to I
make or normally undertakes to make in the usual course of business, in connection with the distribution
jj 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.
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: f
3
(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 I
I 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 11;
IE.COV.EPIC.001(05/13) Includes copyrighted material of Insurance Services Offices,Inc.with its permission. Page 28 of 44
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(JCFo0)
a. We have the right to:
(1) Make inspections and surveys at any time;
(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. Other Insurance
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;
(ill) 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
(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.
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- -
SECTION II-LIABILITY COVERAGE is amended as follows:
2. NEWLY FORMED OR ACOUIRED 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":
a. Any "employee" of yours while using a covered "auto" you do not own, hire or borrow but only for
acts itnin tna scope of tngir s+mninvmanr nv vnu ingiiranrg rnvirisari iw inic PT1rIQlSPMgT17 i5
ul._..... S_�rn_ .r.._,....-. . .mil r__. provided r
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", 4
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;
1 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 II - LIABILITY COVERAGE, Coverage Extensions, 2.a. Supplementary Payments, Paragraphs
(2) and (4) are replaced by the following:
(2) Up to $3,000 for cost of bail bonds (including bonds for related traffic violations) required because
of an "accident" we cover. We do not have to furnish these bonds.
(4) All reasonable expenses incurred by the "insured" at our request, including actual loss of earnings
up to$500 a day because of time off from work.
— ® 2017 Liberty Mutual Insurance
AC-85 01 06 18 Includes copyrighted material of Insurance Services Office Inc.,with its Permission. Page 2 of 7
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:
25. BODILY INJURY REDEFINED
Under SECTION V- DEFINITIONS, Definition C. is replaced by the following:
"Bodily injury" means physical injury, sickness or disease sustained by a person, including mental
anguish, mental injury, shock,fright or death resulting from any of these at any time,
0 2017 Liberty Mutual Insurance
AC 85 01 011 1S _ . _Jncludes copyrighted material of Insurance-Services Office tnc.,WITh ittPermission.
Page 7 of 7
)vIt"sc�r hark,II r'A
IRONSHORE SPECIALTY INSURANCE COMPANY
Mailing Address:
75 Federal Street
5th Floor
Boston, MA 02110
Toll Free: (877) IRON411
Insured Name:Farallon Consulting LLC
Poiicy 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.
ai
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
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.
1
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
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