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HomeMy WebLinkAboutCAG2023-041 - Original - Raedeke Associates, Inc. - Critical Area Review Outside of the Permit Fee Scope - 01/25/2023Rhonda Bylin 01/24/2023 01/28/2023 n/a 10004200.64190.6300 N/A Raedeke Associates, Inc.Contract 497749 Other Critical Area Review Outside of the Permit Fee Scope Reviews plans when the number of reviews required is > 2 $ 75,000.00 Other 12/31/2023 Okay to sign. A. Long. 1/23/23 CAG2023-041 1/23/23 1/26/23 KENT Wn3HINOTON CONSULTANT SERVICES AGREEMENT between the City of Kent and Raedeke Associates, Inc. THIS AGREEMENT is made between the City of Kent, a Washington municipal corporation (hereinafter the "City"), and Raedeke Associates, Inc. organized under the laws of the State of Washington, located and doing business at 2111 N. Northgate Way, #219, Seattle, Washington 98133, (206) 525-8122 (hereinafter the "Consultant"). I. DESCRIPTION OF WORK. The Consultant shall perform the following services for the City in accordance with the following described plans and/or specifications: Provide On -Call Services for wetland and wildlife mitigation plan review for 2023 as detailed in the attached Exhibit A. The total amount of the contract is not to exceed $75,000 and will expire on 12/31/2023. The 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. The Consultant shall complete the work described in Section I by 12/31/2023. III. COMPENSATION. A. The City shall pay the Consultant, based on time and materials, an amount not to exceed seventy-five thousand dollars ($75,000.00), 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. C. Card Payment Program. The Consultant may elect to participate in automated credit card payments provided for by the City and its financial institution. This Program is provided as an alternative to payment by check and is available for the convenience of the Consultant. If the Consultant voluntarily participates in this Program, the Consultant will be solely responsible CONSULTANT SERVICES AGREEMENT - (Over $20,000) for any fees imposed by financial institutions or credit card companies. The Consultant shall not charge those fees back to the City. 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: 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 the 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 the 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 the Consultant's business, and has obtained a Unified Business Identifier (UBI) number from the State of Washington. 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 the Consultant's records or data is not related to this project, it shall be without liability or legal exposure to the Consultant. VI. FORCE MAJEURE. Neither party shall be liable to the other for breach due to delay or failure in performance resulting from acts of God, acts of war or of the public enemy, riots, pandemic, fire, flood, or other natural disaster or acts of government ("force majeure event"). Performance that is prevented or delayed due to a force majeure event shall not result in liability to the delayed party. Both parties represent to the other that at the time of signing this Agreement, they are able to perform as required and their performance will not be prevented, hindered, or delayed by the current COVID-19 pandemic, any existing state or national declarations of emergency, or any current social distancing restrictions or personal protective equipment requirements that may be required under federal, state, or local law in response to the current pandemic. If any future performance is prevented or delayed by a force majeure event, the party whose performance is prevented or delayed shall promptly notify the other party of the existence and nature of the force majeure event causing the prevention or delay in performance. Any excuse from liability shall be effective only to the extent and duration of the force majeure event causing the prevention or delay in performance and, provided, that the party prevented or delayed has not caused such event to occur and continues to use diligent, good faith efforts to avoid the effects of such event and to perform the obligation. Notwithstanding other provisions of this section, the Consultant shall not be entitled to, and the City shall not be liable for, the payment of any part of the contract price during a force majeure event, or any costs, losses, expenses, damages, or delay costs incurred by the Consultant due to a force majeure event. CONSULTANT SERVICES AGREEMENT - 2 (Over $20,000) Performance that is more costly due to a force majeure event is not included within the scope of this Force Majeure provision. If a force majeure event occurs, the City may direct the Consultant to restart any work or performance that may have ceased, to change the work, or to take other action to secure the work or the project site during the force majeure event. The cost to restart, change, or secure the work or project site arising from a direction by the City under this clause will be dealt with as a change order, except to the extent that the loss or damage has been caused or exacerbated by the failure of the Consultant to fulfill its obligations under this Agreement. Except as expressly contemplated by this section, all other costs will be borne by the Consultant. VII. 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. The Consultant shall execute the attached City of Kent Non -Discrimination Policy Declaration and comply with City Administrative Policy 1.2. VIII. INDEMNIFICATION. The 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 the 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 the Consultant's liability accruing from that obligation shall be only to the extent of the Consultant's negligence. 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 the 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 the 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. IX. 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. X. EXCHANGE OF INFORMATION. The City will provide its best efforts to provide reasonable accuracy of any information supplied by it to the Consultant for the purpose of completion of the work under this Agreement. XI. 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 CONSULTANT SERVICES AGREEMENT - 3 (Over $20,000) become the property of the City. All records submitted by the City to the Consultant will be safeguarded by the Consultant. The 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 the Consultant for this project by anyone other than the Consultant on any other project shall be without liability or legal exposure to the Consultant. XII. CITY'S RIGHT OF INSPECTION. Even though the 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. XIII. WORK PERFORMED AT CONSULTANT'S RISK. The 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 the Consultant's own risk, and the 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. XIV. 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 DisL)utes 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 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 VIII 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 the Consultant. CONSULTANT SERVICES AGREEMENT - 4 (Over $20, 000) 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 the Consultant's business, equipment, and personnel engaged in operations covered by this Agreement or accruing out of the performance of those operations. I. Public Record 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 Re uired. 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 - 5 (Over $20,000) 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. CONSULT T: By. 4� Print Name: Its DATE: _ 1 i 20 NOTICES TO BE SENT TO: CONSULTANT: Christopher W. Wright, President Raedeke Associates, Inc. 2111 N. Northgate Way, #219 Seattle, WA 98133 (206) 525-8122 (telephone) n/a (facsimile) [In this field, you may enter the electronic filepath where the contract has been saved] CONSULTANT SERVICES AGREEMENT - 6 (Over $20, 000) CITY OF KENT: Print Name; Dana Ralph Its _ Mayor DATE: 01 25 2023 NOTICES TO BE SENT TO: CITY OF KENT: Nate Schildmeyer City of Kent 220 Fourth Avenue South Kent, WA 98032 (253) 856-5454 (telephone) (253) 856-6454 (facsimile) APPROVED AS TO FORM: --fir Kent Law Depaiiment ATTEST: INIS DECLARATION CITY OF KENT NON-DISCRIMINATION POLICY The City of Kent (City) is committed to conform to Federal and State laws regarding equal opportunity. As such all contractors, subcontractors, consultants, vendors, and suppliers who perform work with relation to this Agreement shall comply with the regulations of the City's equal employment opportunity policies. The City of Kent and its contractors are subject to and will comply with the following: • Title VI of the Civil Rights Act of 1964 (42 U.S.C. § 2000d et seq., 78 stat. 252), (prohibits discrimination on the basis of race, color, national origin); • 49 C.F.R. Part 21 (entitled Non-discrimination In Federally -Assisted Programs Of The Department Of Transportation -Effectuation Of Title VI Of The Civil Rights Act Of 1964); • 28 C.F.R. section 50.3 (U.S. Department of Justice Guidelines for Enforcement of Title VI of the Civil Rights Act of 1964). • Ch. 49.60 RCW (Washington Law Against Discrimination) The preceding statutory and regulatory cites hereinafter are referred to as "the Acts and Regulations". The following statements specifically identify the requirements the City deems necessary for any contractor, subcontractor, or supplier on this specific Agreement to adhere to. An affirmation of all of the following is required for this Agreement to be valid and binding. If any contractor, subcontractor, or supplier willfully misrepresents themselves with regard to the directives outlined below, 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 statements 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 I, 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. During the performance of this contract, the contractor, for itself, its assignees, and successors in interest (hereinafter referred to as the "contractor") agrees as follows - EEO COMPLIANCE DOCUMENTS - A. Compliance with Regulations: The contractor, subcontractor, consultant, vendor, and supplier (hereinafter "Contractor") will comply with all Acts and the Regulations relative to non-discrimination, including those applicable to Federally - assisted programs of the U.S. Department of Transportation, State -assisted programs through the Washington State Department of Transportation, and generally under Washington's Law Against Discrimination, Ch. 49.60 RCW, as they may be amended from time to time, which are herein incorporated by reference and made a part of this contract. B. Non-discrimination: The contractor, with regard to the work performed by it during the contract, will not discriminate on the grounds of race, color, or national origin in the selection and retention of subcontractors, including procurements of materials and leases of equipment. The contractor will not participate directly or indirectly in the discrimination prohibited by the Acts and the Regulations, including employment practices when the contract covers any activity, project, or program set forth in Appendix B of 49 CFR Part 21, C. Solicitations for Subcontracts, Including Procurements of Materials and Equipment: In all solicitations, either by competitive bidding, or negotiation made by the contractor for work to be performed under a subcontract, including procurements of materials, or leases of equipment, each potential subcontractor or supplier will be notified by the contractor of the contractor's obligations under this contract and the Acts and the Regulations relative to non-discrimination on the grounds of race, color, or national origin. D. Information and Reports: The contractor will provide all information and reports required by the Acts and Regulations and directives issued pursuant thereto and will permit access to its books, records, accounts, other sources of information, and its facilities as may be determined applicable to contractor's contract by the City or the Washington State Department of Transportation to be pertinent to ascertain compliance with such Acts and Regulations and instructions. Where any information required of a contractor is in the exclusive possession of another who fails or refuses to furnish the information, the contractor will so certify to the City or the Washington State Department of Transportation, as appropriate, and will set forth what efforts it has made to obtain the information. E. Sanctions for Noncompliance: In the event of a contractor's noncompliance with the non-discrimination provisions of this contract, the City will impose such contract sanctions as it or the Washington State Department of Transportation may determine to be appropriate, including, but not limited to: a. withholding payments to the contractor under the contract until the contractor complies; and/or b. cancelling, terminating, or suspending a contract, in whole or in part. F. Incorporation of Provisions: The contractor will include the provisions of paragraphs (A) through (F) above in every subcontract, including procurements of materials and leases of equipment, unless exempt by the Acts and Regulations and directives issued pursuant thereto. The contractor will take action with respect to any subcontract or procurement as the City or the Washington State Department of Transportation may direct as a means of enforcing such provisions including sanctions for noncompliance. Provided, that if the contractor becomes involved in, EEO COMPLIANCE DOCUMENTS - or is threatened with litigation by a subcontractor, or supplier because of such direction, the contractor may request the City to enter into any litigation to protect the interests of the City. In addition, the contractor may request the United States to enter into the litigation to protect the interests of the United States. 6. During the performance of this contract, the contractor, for itself, its assignees, and successors in interest agrees to comply with the following non-discrimination statutes and authorities; including but not limited to: Pertinent Non -Discrimination Authorities: i. Title VI of the Civil Rights Act of 1964 (42 U.S.C. § 2000d et seq., 78 stat. 252), (prohibits discrimination on the basis of race, color, national origin); and 49 CFR Part 21. ii. The Uniform Relocation Assistance and Real Property Acquisition Policies Act of 1970, (42 U.S.C. § 4601), (prohibits unfair treatment of persons displaced or whose property has been acquired because of Federal or Federal -aid programs and projects); iii. Federal -Aid Highway Act of 1973, (23 U.S.C. § 324 et seq.), (prohibits discrimination on the basis of sex); iv. Section 504 of the Rehabilitation Act of 1973, (29 U.S.C. § 794 et seq.), as amended, (prohibits discrimination on the basis of disability); and 49 CFR Part 27; V. The Age Discrimination Act of 1975, as amended, (42 U.S.C. § 6101 et seq.), (prohibits discrimination on the basis of age); vi. Airport and Airway Improvement Act of 1982, (49 USC § 471, Section 47123), as amended, (prohibits discrimination based on race, creed, color, national origin, or sex); vii. The Civil Rights Restoration Act of 1987, (PL 100-209), (Broadened the scope, coverage and applicability of Title VI of the Civil Rights Act of 1964, The Age Discrimination Act of 1975 and Section 504 of the Rehabilitation Act of 1973, by expanding the definition of the terms "programs or activities" to include all of the programs or activities of the Federal -aid recipients, sub -recipients and contractors, whether such programs or activities are Federally funded or not); viii. Titles II and III of the Americans with Disabilities Act, which prohibit discrimination on the basis of disability in the operation of public entities, public and private transportation systems, places of public accommodation, and certain testing entities (42 U.S.C. §§ 12131-12189) as implemented by Department of Transportation regulations at 49 C.F.R. parts 37 and 38; ix. The Federal Aviation Administration's Non-discrimination statute (49 U.S.C. § 47123) (prohibits discrimination on the basis of race, color, national origin, and sex); X. Executive Order 12898, Federal Actions to Address Environmental Justice in Minority Populations and Low -Income Populations, which ensures Non-discrimination against minority populations by discouraging programs, policies, and activities with disproportionately high and adverse human health or environmental effects on minority and low-income populations; EEO COMPLIANCE DOCUMENTS - 3 xi. Executive Order 13166, Improving Access to Services for Persons with Limited English Proficiency, and resulting agency guidance, national origin discrimination includes discrimination because of Limited English proficiency (LEP). To ensure compliance with Title VI, you must take reasonable steps to ensure that LEP persons have meaningful access to your programs (70 Fed. Reg. at 74087 to 74100); xii. Title IX of the Education Amendments of 1972, as amended, which prohibits you from discriminating because of sex in education programs or activities (20 U.S.C. 1681 et seq). xiii. Washington Law Against Discrimination (Ch. 49.60 RCW) 8. The submission of the final invoice for this contract will constitute a reaffirmation that the preceding statements were complied with during the course of the contract's performance. By signing belom I agree to fulfill the five requirements referenced above. By: /w For: I-�- J� VcK5C Title: Date:Z`� EEO COMPLIANCE DOCUMENTS - 4 NUMBER: SUBJECT POLICY: CITY OF KENT ADMINISTRATIVE POLICY 1.2 INCLUSIVE CONTRACTING EFFECTIVE DATE: October 20, 2022 SUPERSEDES: January 1, 1998 APPROVED BY Dana Ralph, Mayor Equal employment opportunity and non-discrimination in contracting 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. Further, all contractors, subcontractors, consultants, suppliers, grantees, or subgrantees of the City, regardless of the value of the Agreement, are required to sign the City's Non -Discrimination Policy Declaration, prior to commencing performance. 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 coordinate with the City's Title VI coordinator, and perform 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 - Exhibit A - 2023 Scope of Work RAEDEKE ASSOCIATES, INC. 2111 N. NORTHGATE WAY. SUITE 219 SEATTLE, WASHINGTON 98133 (206) 525-8122 FAx: (206) 526-2880 Scope of Services For Professional Services Agreement This document shall serve as an Agreement for Professional Services between Raedeke Associates, Inc. and The City of Kent for the project known as: City of Kent 2023 On -Call Services - Wetlands and Wildlife Third -Party Review R.A.I. Project #2012-042-1200 PROJECT SUMMARY This Agreement authorizes Raedeke Associates, Inc. to provide on -call consulting services to provide third -party peer review of wetland and wildlife field investigations and documentation prepared per requirements of City of Kent environmental regulations. Expected costs for various listed services are listed below. Expected average turnaround time for completion of our initial review and written comments will be 5 to 10 working days from date of receipt of maps and other technical reports or documents that may be necessary for conducting our evaluation. Written comments will consist of a brief summary of efforts on the project and tabularized list of our comments and status of applicant response. This Agreement assumes up to one round of third - party review per project submittal by applicant. SERVICES TO BE PROVIDED • Project initiation, including initial correspondence and scoping with client and project consultants; • Review and confirmation of wetland delineations. Expected cost range: $1,500.00 to $2,200.00 per project site; • Review of Conceptual and Final Mitigation Plans. Expected cost range: $1,500.00 to $2,200.00 per plan set; • As -built Inspections. Expected cost range: $1,200.00 to $2,000.00 per project site. • Inspection, comments and approval of monitoring reports. Expected cost range: $1,200.00 to $2,000.00 per review; • Other consulting services related to the Critical Areas review and inspection of development permits. Expected cost range: $900.00 to $1,500.00 per review; • Other consulting services related to environmental code enforcement of violations to KCC 11.06. Expected cost range: $1,500.00 to $2,200.00 per review; • Associated project administration; • Project expenses, including costs for travel, mileage (federal rate), faxes, reprographics, courier services and other supplies. Raedeke Associates, Inc. December 23, 2022 Professional Services Agreement — Scope of Services Page 1 City of Kent 2023 On -Call Services — Wetlands & Wildlife Third Party Review 2012-042-1200 CLIENT RESPONSIBILITY Completion of the services described above is based upon timely receipt from the City of Kent or their consultants of maps and other technical reports or documents that may be necessary for conducting our evaluation. COMPENSATION Raedeke Associates, Inc. will invoice for services on a Time and Materials basis at the rates in effect during the 2023 calendar year. Estimated cost of providing services as described in this Agreement is $75,000.00. Invoices will reflect costs for actual hours and expenses incurred. We expect consulting tasks to be performed by Kolten Kosters, Christopher Wright, Annamaria Clark, Courtney Straight, Will Russack, and Anne Dowell, which range from Technician III to Senior Principal level, depending on specific expertise required. Other technical and support staff may be involved as appropriate. The estimated cost is valid for tasks specifically described above. To ensure that needed tasks are included, please carefully review the: Exclusions, Additional Services, and Change Order sections of this Agreement, if provided. Request to perform tasks not included in this Agreement will result in production of a Change Order for extra fees associated with the completion of the additional requested tasks and may result in project documents being held until such Change Order is executed. The Client Responsibility section provides details of documents or files to be supplied before services can be completed, please review to ensure compliance with these requirements. Raedeke Associates, Inc. December 23, 2022 Professional Services Agreement — Scope of Services Page 2 City of Kent 2023 On -Call Services — Wetlands & Wildlife Third Party Review 2012-042-1200 PI&AUX31 Lot 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. Commercial General Uability insurance shall be written on ISO occurrence form CG 00 01. The City shall be named as an Additional 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. 2. Workers' Compensation coverage as required by the Industrial Insurance laws of the State of Washington. B. Minimum Amounts of Insurance Consultant shall maintain the following insurance limits: 1. Automobile Llability insurance with a minimum combined single limit for bodily injury and property damage of $1,000,000 per accident. 2. Commercial General Liability _insurance shall be written with limits no less than $1,000,000 each occurrence, $2,000,000 general aggregate. 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. Exhibit B 1 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 Consultant 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. Exhibit B Client#: 1045350 RAEDEASC ACORDTM CERTIFICATE OF LIABILITY INSURANCE DATE (MM/DD/YYYY) 1 3/23/2022 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must have ADDITIONAL INSURED provisions or be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer any rights to the certificate holder in lieu of such endorsement(s). PRODUCER USI Insurance Services NW PR 601 Union Street, Suite 1000 Seattle, WA 98101 CONTACT NAME: Please see below PHONE 206 441-6300 FAX A/C No Ext : A/C No): 610-362-8530 a DRESS, Seattle.PLCertRequest@usi.com INSURER(S) AFFORDING COVERAGE NAIC # INSURER A: Travelers Indemnity Co of America 25666 INSURED INSURER B : Travelers Property Cas. Co. of America 25674 Raedeke Associates Inc. Travelers Casualty & Surety Co. of Amer INSURER C : y y 31194 2111 N. Northgate Way, #219 Seattle, WA 98133 Phoenix Insurance Company INSURER D : P Y 25623 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 CONTRACTOR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. LT R LTR TYPE OF INSURANCE ADDL INSR SUBR WVD POLICY NUMBER POLICY EFF MM/DD/YYYY POLICY EXP MM/DD/YYYY LIMITS A X COMMERCIAL GENERAL LIABILITY X X 6809H3434442247 3/31/2022 03/31/2023 EACH OCCURRENCE s2,000,000 CLAIMS -MADE x OCCUR PREMISES Ea occurence $1,000,000 MED EXP (Any one person) $10,000 PERSONAL & ADV INJURY $2,000,000 GEN'L AGGREGATE LIMIT APPLIES PER: GENERAL AGGREGATE $4,000,000 POLICY F X1 JECOT FX I LOC PRODUCTS - COMP/OP AGG $ 4,000,000 $ OTHER: D AUTOMOBILE LIABILITY X X BA5R1448502247G 3/31/2022F3/3/2 EOaaocid.nt)INEDS LE LIMIT 1,000,000 X BODILY INJURY (Per person) $ ANY AUTO OWNED SCHEDULED AUTOS ONLY AUTOS BODILY INJURY (Per accident) $ X PROPERTY DAMAGE Per accident $ HIRED NON -OWNED AUTOS ONLY X AUTOS ONLY B X UMBRELLA LIAB X OCCUR X X CUP5H97811A2247 3/31/2022EACH OCCURRENCE $1 000000 AGGREGATE $1 000 000 EXCESS LIAB CLAIMS -MADE (Follow Form) DED X RETENTION $1O 000 $ AWORKERS COMPENSATION AND EMPLOYERS' LIABILITY ANY PROPRIETOR/PARTNER/EXECUTIVE Y / N OFFICER/MEMBER EXCLUDED? � (Mandatory in NH) N / A X 6809H3434442247 (WA Stop Gap) 3/31/2022 STATUTE X ORH E.L. EACH ACCIDENT $1,000,000 E.L. DISEASE - EA EMPLOYEE $1,000,000 If yes, describe under DESCRIPTION OF OPERATIONS below E.L. DISEASE - POLICY LIMIT $1,000,000 C Professional X 107062701 3/31/2022 03/31/2023 $1,000,000 per claim Liability $1,000,000 annl aggr. Incl. Pollution DESCRIPTION OF OPERATIONS / LOCATIONS / VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached if more space is required) RE: RAI Project No. 2012-042 and 2020-005. ; Project Name: Signature Point Levee with invoice group Washington Avenue Pump Station. The General Liability and Automobile Liability policies include an automatic Additional Insured endorsement that provides Additional Insured status to the Certificate Holder, City of Kent, only when there is a written contract that requires such status, and only with regard to work performed on behalf of the named insured. The General Liability and Automobile Liability policies contain a special endorsement with "Primary and Noncontributory" wording,(See Attached Descriptions) 191 a.f I111L"_\IIRS i A7J A.J aG mil.\\PJ a A AG\I P,► City of Kent 220 Fourth Avenue South Kent, WA 98032-0000 SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. AUTHORIZED REPRESENTATIVE ACORD 25 (2016/03) 1 of 2 #S35384010/M35381102 • � T ��w....n © 1988-2015 ACORD CORPORATION. All rights reserved. The ACORD name and logo are registered marks of ACORD VEKZP DESCRIPTIONS (Continued from Page 1) when required by written contract. The General Liability, Automobile Liability and Professional Liability policies include an endorsement providing that 30 days notice of cancellation will be given to the Certificate Holder by the Insurance Carrier. SAGITTA 25.3 (2016/03) 2 of 2 #S35384010/M35381102 Policy: 68O9H3434442247 COMMERCIAL GENERAL LIABILITY THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. ADDITIONAL INSURED - OWNERS, LESSEES OR CONTRACTORS - SCHEDULED PERSON OR ORGANIZATION This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART SCHEDULE Names of Additional Insured Person(s) or Organization(s): Any person or organization that you agree in a written contract to include as an additional insured on this Coverage Part, provided that such written contract was signed by you before,and is in effect when, the "bodily injury" or "property damage" occurs or the "personal injury" or "advertising injury" offense is committed. Location of Covered Operations: Any project to which a written contract with the Additional Insured Person(s) or Organization(s) in the Schedule applies. (Information required to complete this Schedule, if not shown above, will be shown in the Declarations.) A. Section II — Who Is An Insured is amended to in- This insurance does not apply to "bodily injury" or clude as an additional insured the persons) or "property damage" occurring, or "personal injury" organization(s) shown in the Schedule, but only or "advertising injury" arising out of an offense with respect to liability for "bodily injury", "property committed, after: damage", "personal injury" or "advertising injury" 1. All work. including materials. parts or equip - caused, in whole or in part, by: ment furnished in connection with such work, 1. Your acts or omissions; or on the project (other than service, mainte- 2. The acts or omissions of those acting on your nance or repairs) to be performed by or on behalf, behalf of the additional insured(s) at the loca- tion of the covered operations has been com- in the performance of your ongoing operations for pleted: or the additional insured{s) at the location(s) desig nated above. 2. That portion of "your work" out of which the B. With respect to the insurance afforded to these injury or damage arises has been put to its in- B. use by any person or organization additional insureds. the following additional exclu- other than another contractor or subcontrac- sions apply: for engaged in performing operations for a principal as a part of the same project. CG D3 61 03 05 Copyright 2005 The St_ Paul Travelers Companies, Inc_ All rights reserved. Includes copyrighted material of Insurance Services Office, Inc. with its permission. CC T8 01 03 22 DATE OF ISSUE: 02/18/2022 Page 1 of 1 Policy: BA5R1448502247G COMMERCIAL AUTO THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. AUTO COVERAGE PLUS ENDORSEMENT This endorsement modifies insurance provided under the following: BUSINESS AUTO COVERAGE FORM GENERAL DESCRIPTION OF COVERAGE —This endorsement broadens coverage. However, coverage for any injury, damage or medical expenses described in any of the provisions of this endorsement may be excluded or limited by another endorsement to the Coverage Part, and these coverage broadening provisions do not apply to the extent that coverage is excluded or limited by such an endorsement. The following listing is a general cover- age description only. Limitations and exclusions may apply to these coverages. Read all the provisions of this en- dorsement and the rest of your policy carefully to determine rights, duties. and what is and is not covered. A. BLANKET ADDITIONAL INSURED B. EMPLOYEE HIRED AUTO C. EMPLOYEES AS INSURED D. SUPPLEMENTARY PAYMENTS — INCREASED LIMITS E. TRAILERS — INCREASED LOAD CAPACITY F. HIRED AUTO PHYSICAL DAMAGE G. PHYSICAL DAMAGE — TRANSPORTATION EXPENSES — INCREASED LIMIT A. BLANKET ADDITIONAL INSURED The following is added to Paragraph A.1., Who Is An insured, of SECTION II —COVERED AUTOS LIABILITY COVERAGE: Any person or organization who is required under a written contract or agreement between you and that person or organization. that is signed and executed by you before the "bodily injury" or "property damage" occurs and that is in effect during the policy period, to be named as an addi- tional insured is an "insured" for Covered Autos Liability Coverage, but only for damages to which this insurance applies and only to the extent that person or organization qualities as an "insured" under the Who Is An Insured provision contained in Section II. B. EMPLOYEE HIRED AUTO 1. The following is added to Paragraph A.1., Who Is An Insured. of SECTION 11 — COV- ERED AUTOS LIABILITY COVERAGE: H. AUDIO, VISUAL AND DATA ELECTRONIC EQUIPMENT — INCREASED LIMIT I. WAIVER OF DEDUCTIBLE — GLASS J. PERSONAL PROPERTY K. AIRBAGS L. AUTO LOAN LEASE GAP M. BLANKET WAIVER OF SUBROGATION performing duties related to the conduct of your business. 2. The following replaces Paragraph b. in B.5.. Other Insurance, of SECTION IV — BUSI- NESS AUTO CONDITIONS: b. For Hired Auto Physical Damage Cover- age, the following are deemed to be cov- ered "autos" you own: (1) Any covered "auto" you lease, hire, rent or borrow: and (2) Any covered "auto" hired or rented by your "employee" under a contract in an "employee's" name, with your permission, while performing duties related to the conduct of your busi- ness. However, any "auto" that is leased, hired, rented or borrowed with a driver is not a covered "auto". An "employee" of yours is an "insured" while C. .EMPLOYEES AS INSURED operating a covered "auto" hired or rented The following is added to Paragraph A.1., Who Is under a contract or agreement in an "em- An Insured, of SECTION II — COVERED AUTOS ployee's" name, with your permission, while LIABILITY COVERAGE: CA T4 20 02 15 0 2015 The Travelers Indemnity company. All rights reserved_ Page 1 of 3 Includes copyrighted material of Insurance Services Office. Inc. with its permission. COMMERCIAL AUTO Any "employee" of yours is an "insured" while us- ing a covered "auto" you don't own, hire or borrow in your business or your personal affairs. D. SUPPLEMENTARY PAYMENTS — INCREASED LIMITS 1. The following replaces Paragraph A.2.a.(2) of SECTION II — COVERED AUTOS LIABILITY COVERAGE; (2) Up to $3,000 for cost of bail bonds (in- cluding bonds for related traffic law viola- tions) required because of an "accident" we cover. We d❑ not have to furnish these bonds. 2. The following replaces Paragraph A.2.a.(4) of SECTION II — COVERED AUTOS LIABILITY COVERAGE: (4) All reasonable expenses incurred by the "insured" at our request, including actual loss of earnings up to $500 a day be- cause of time off from work. E. TRAILERS — INCREASED LOAD CAPACITY The following replaces Paragraph C.1. of SEC- TION I — COVERED AUTOS: 1. "Trailers" with a load capacity of 3,000 pounds or less designed primarily for travel on public roads. F. HIRED AUTO PHYSICAL DAMAGE The following is added to Paragraph AA., Cover- age Extensions. of SECTION III — PHYSICAL DAMAGE COVERAGE: Hired Auto Physical Damage Coverage If hired "autos" are covered "autos" for Covered Autos Liability Coverage but not covered "autos" for Physical Damage Coverage, and this policy also provides Physical Damage Coverage for an owned "auto", then the Physical Damage Cover- age is extended to "autos" that you hire, rent or Borrow subject to the following: (1) The most we will pay for "loss" to any one "auto" that you hire, rent or borrow is the lesser of: (a) $50,000; (b) The actual cash value of the damaged or stolen property as of the time of the "loss"; or (c) The cost of repairing or replacing the damaged or stolen property with other property of like kind and quality. (2) An adjustment for depreciation and physical condition will be made in determining actual cash value in the event of a total "loss". (3) It a repair or replacement results in better than like kind or quality, we will not pay for the amount of betterment. (4) A deductible equal to the highest Physical [Damage deductible applicable to any owned covered "auto". (5) This Coverage Extension does not apply to: (a) Any "auto" that is hired, rented or bor- rowed with a driver; or (b) Any "auto" that is hired, rented or bor- rowed from your "employee". G. PHYSICAL DAMAGE — TRANSPORTATION EXPENSES — INCREASED LIMIT The following replaces the first sentence in Para- graph A.4.a., Transportation Expenses, of SECTION Ill — PHYSICAL DAMAGE COVER- AGE: We will pay up to $50 per day to a maximum of $1,500 for temporary transportation expense in- curred by you because of the total theft of a cov- ered "auto" of the private passenger type. H. AUDIO, VISUAL AND DATA ELECTRONIC EQUIPMENT —INCREASED LIMIT Paragraph CA.b. of SECTION III — PHYSICAL DAMAGE COVERAGE is deleted. I. WAIVER OF DEDUCTIBLE— GLASS The following is added to Paragraph D., Deducti- ble, of SECTION III — PHYSICAL DAMAGE COVERAGE: No deductible for a covered "auto" will apply to glass damage if the glass is repaired rather than replaced. J. PERSONAL PROPERTY The following is added to Paragraph A.4., Cover- age Extensions, of SECTION III — PHYSICAL DAMAGE COVERAGE: Personal Property Coverage We will pay up to $400 for "loss" to wearing ap- parel and other personal property which is: (1) Owned by an "insured"; and (2) In or on your covered "auto". This coverage only applies in the event of a total theft of your covered "auto". No deductibles apply to Personal Property cover- age. Page 2 of 3 pc 2015 The Travelers Indemnity Company. All rights reserved. CA T4 20 02 15 Includes copyTighted material of Insurance Services Office, Inc. with its permission. COMMERCIAL AUTO K. AIRBAGS The following is added to Paragraph B.3., Exclu- sions. of SECTION III — PHYSICAL DAMAGE COVERAGE: Exclusion 3.a. does not apply to "loss" to one or more airbags in a covered "auto" you own that in- flate due to a cause other than a cause of "loss" set forth in Paragraphs A.i.b. and A-1.c., but only: a. If that "auto" is a covered "auto" for Compre- hensive Coverage under this policy; b. The airbags are not covered under any war- ranty; and c. The airbags were not intentionally inflated. We will pay up to a maximum of $1,000 for any one "lass". L. AUTO LOAN LEASE GAP The following is added to Paragraph AA.. Cover- age Extensions. of SECTION III — PHYSICAL DAMAGE COVERAGE Auto loan tease Gap Coverage for Private Passenger Type Vehicles [n the event of a total ''loss" to a covered "auto" of the private passenger type shown in the Schedule or Declarations for which Physical Damage Cov- erage is provided, we will pay any unpaid amount due on the lease or loan for such covered "auto" less the following: (1) The amount paid under the Physical Damage Coverage Section of the policy for that 'auto": and (2) Any: (a) Overdue lease or loan payments at the time of the "loss (b) Financial penalties imposed under a lease for excessive use, abnormal wear and tear or high mileage; (c) Security deposits not returned by the les- sor; (d) Costs for extended warranties, Credit Life Insurance, Health, Accident or Disability Insurance purchased with the loan or lease; and (e) Carry-over balances from previous loans or leases. M. BLANKET WAIVER OF SUBROGATION The following replaces Paragraph A.5.. Transfer Of Rights Of Recovery Against Others To Us, of SECTION IV — BUSINESS AUTO CONDI- TIONS: 5. Transfer Of Rights Of Recovery Against Others To Us We waive any right of recovery we may have against any person or organization to the ex- tent required of you by a written contract exe- cuted prior to any "accident" or "loss", pro- vided that the "accident" or ,loss" arises out of the operations contemplated by such con- tract. The waiver applies only to the person or organization designated in such contract. CA T4 20 02 15 © 2015 The Travelers Indemnity Company. All rights reserved_ Page 3 of 3 Includes copyrighted material of Insurance Services Office. Inc. with its permission. Policy: 6809H 343444224 7 Various provisions in this policy restrict coverage. 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 a Named Insured under this policy. 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 Section II — Who Is An Insured. Other words and phrases that appear in quotation marks have special meaning. Refer to Section V -- Definitions. 41imlfl [H COVERAGE A — BODILY INJURY AND PROPERTY DAMAGE LIABILITY 1. Insuring Agreement a. We will pay those sums that the insured becomes legally obligated to pay as damages because of "bodily injury" or "property damage" to which this insurance applies. We will have the right and duty to defend the insured against any "suit" seeking those damages. However, we will have no duty to defend the insured against any "suit" seeking damages for "bodily injury" or "property damage" to which this insurance does not apply. We may, at our discretion, investigate any "occurrence" and settle any claim or "suit" that may result, But: (1) The amount we will pay for damages is limited as described in Section III — Limits Of Insurance; and (2) Our right and duty to defend end when we have used up the applicable limit of insurance in the payment of judgments or settlements under Coverages A or B or medical expenses under Coverage C. COMMERCIAL GENERAL LIABILITY (1) The "bodily injury" or "property damage" is caused by an "occurrence" that takes place in the "coverage territory'; (2) The "bodily injury" or "property damage" occurs during the policy period; and (3) Prior to the policy period, no insured listed under Paragraph 1. of Section II -- Who Is An Insured and no "employee" authorized by you to give or receive notice of an "occurrence" or claim knew that the "bodily injury" or "property damage" had occurred, in whole or in part. If such a listed insured or authorized "employee" knew, prior to the policy period, that the "bodily injury" or "property damage" occurred, then any continuation, change or resumption of such "bodily injury" or "property damage" during or after the policy period will be deemed to have been known prior to the policy period. c. "Bodily injury" or "property damage" which occurs during the policy period and was not, prior to the policy period, known to have occurred by any insured listed under Paragraph 1. of Section II — Who Is An Insured or any "employee" authorized by you to give or receive notice of an "occurrence" or claim, includes any continuation, change or resumption of that "bodily injury" or "property damage" after the end of the policy period. d. "Bodily injury" or "property damage" will be deemed to have been known to have occurred at the earliest time when any insured listed under Paragraph 1. of Section li — Who Is An Insured or any "employee" authorized by you to give or receive notice of an 'occurrence" or claim: (1) Reports all, or any part, of the "bodily injury" or "property damage" to us or any other insurer; No other obligation or liability to pay sums or (2) Receives a written or verbal demand or perform acts or services is covered unless claim for damages because of the "bodily explicitly provided for under Supplementary injury" or "property damage or Payments. (3) Becomes aware by any other means that b. This insurance applies to "bodily injury" and "bodily injury" or "property damage" has "property damage" only if: occurred or has begun to occur. CG T1 00 02 19 Q 2017 The Travelers Indemnity Company. All rights reserved. Page 1 of 21 Includes copyrighted material of Insurance Services Office, Inc. with its permission. COMMERCIAL GENERAL LIABILITY venture or limited liability company that is not shown as a Named Insured in the Declarations, This paragraph does not apply to any such partnership, joint venture or limited liability company that otherwise qualifies as an insured under Section II — Who Is An Insured. SECTION III — LIMITS OF INSURANCE 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; or c. Persons or organizations making claims or bringing "suits". 2. The General Aggregate Limit is the most we will pay for the sum of: a. Medical expenses under Coverage C; b. Damages under Coverage A, except damages because of "bodily injury" or "property damage" Included in the "products -completed operations hazard"; and c. Damages under Coverage B. 3. The Products -Completed Operations Aggregate Limit is the most we will pay under Coverage A for damages because of "bodily injury" and "property damage" included in the "products -completed operations hazard". 4. Subject to Paragraph 2. above, the Personal And Advertising Injury Limit is the most we will pay under Coverage B for the sum of all damages because of all "personal injury" and "advertising injury" sustained by any one person or organization, 5. Subject to Paragraph 2. or 3. above, whichever applies, the Each Occurrence Limit is the most we will pay for the sum of: a. Damages under Coverage A; and b. Medical expenses under Coverage C; because of all "bodily injury" and "property damage" arising out of any one "occurrence". For the purposes of determining the applicable Each Occurrence Limit, all related acts or omissions committed in providing or failing to provide first aid or "Good Samaritan services" to any one person will be deemed to be one "occurrence". a. The amount shown for the Damage To Premises Rented To You Limit in the Declarations of this Coverage Part; or b. $300,000 if no amount is shown for the Damage To Premises Rented To You Limit in the Declarations of this Coverage Part. 7. Subject to Paragraph S. above, the Medical Expense Limit is the most we will pay under Coverage C for all medical expenses because of "bodily injury" sustained by any one person. The Limits of Insurance of this Coverage Part apply separately to each consecutive annual period and to any remaining period of less than 12 months, starting with the beginning of the policy period shown in the Declarations, unless the policy period is extended after issuance for an additional period of less than 12 months. In that case, the additional period will be deemed part of the last preceding period for purposes of determining the Limits of Insurance. SECTION IV — COMMERCIAL GENERAL LIABILITY CONDITIONS 1. Bankruptcy Bankruptcy or insolvency of the insured or of the insured's estate will not relieve us of our obligations under this Coverage Part, 2. Duties In The Event Of Occurrence, Offense, Claim Or Suit a. You must see to it that we are notified as soon as practicable of an "occurrence" or an offense which may result in a claim. To the extent possible, notice should include: (1) How, when and where the "occurrence" or offense took place; (2) The names and addresses of any injured persons and witnesses; and (3) The nature and location of any injury or damage arising out of the 'occurrence" or offense. b. If a claim is made or "sult" is brought against any insured, you must: (1) Immediately record the specifics of the claim or "suit" and the date received: and (2) Notify us as soon as practicable. You must see to it that we receive written notice of the claim or "suit" as soon as practicable, 6. Subject to Paragraph 5. above, the Damage To Premises Rented To You Limit is the most we will c. You and any other involved insured must: pay under Coverage A for damages because of (1) Immediately send us copies of any "premises damage" to any one premises. The demands, notices, summonses or legal Damage To Premises Rented To You Limit will be: papers received in connection with the claim or "suit"; CG T1 00 02 19 Q 2017 The Travelers Indemnity Company. All rights reserved. Page 13 of 21 Includes copyrighted material of Insurance Services Office, Inc. with its permission. COMMERCIAL GENERAL LIABILITY (2) Authorize us to obtain records and other information; (3) Cooperate with us in the investigation or settlement of the claim or defense against the "suit": and (4) Assist us, upon our request, in the enforcement of any right against any person or organization which may be liable to the insured because of injury or damage to which this insurance may also apply. d. No insured will, except at that insured's own cost, voluntarily make a payment, assume any obligation, or incur any expense, other than for first aid, without our consent. e. The following provisions apply to Paragraph a. above, but only for purposes of the insurance provided under this Coverage Part to you or any insured listed in Paragraph 1. or 2. of Section it — Who Is An Insured: (1) Notice to us of such "occurrence" or offense must be given as soon as practicable only after the "occurrence" or offense is known to you (if you are an individual), any of your partners or members who is an individual (if you are a partnership or joint venture), any of your managers who is an individual (if you are a limited liability company). any of your "executive officers" or directors (if you are an organization other than a partnership, joint venture, or limited liability company), any of your trustees who is an individual (if you are a trust) or any "employee" authorized by you to give notice of an "occurrence" or offense. (2) If you are a partnership, joint venture, limited liability company or trust, and none of your partners, joint venture members, managers or trustees are individuals, notice to us of such "occurrence" or offense must be given as soon as practicable only after the "occurrence" or offense is known by: (a) Any individual who is: (i) A partner or member of any partnership or joint venture; (ii) A manager of any limited liability company; (iii) An executive officer or director of any other organization; or (iv) A trustee of any trust: that is your partner, joint venture member, manager or trustee; or (b) Any employee authorized by such partnership, joint venture, limited liability company, trust or other organization to give notice of an "occurrence" or offense. (3) Notice to us of such "occurrence" or offense will be deemed to be given as soon as practicable if it is given in good faith as soon as practicable to your workers' compensation insurer. This applies only if you subsequently give notice to us of the "occurrence" or offense as soon as practicable after any of the persons described in Paragraph e.(1) or (2) above discovers that the "occurrence" or offense may result in sums to which the insurance provided under this Coverage Part may apply. However, if this policy includes an endorsement that provides limited coverage for "bodily injury" or "property damage" or pollution costs arising out of a discharge, release or escape of "pollutants" which contains a requirement that the discharge, release or escape of "pollutants" must be reported to us within a specific number of days after its abrupt commencement, this Paragraph e. does not affect that requirement. 3. Legal Action Against Us No person or organization has a right under this Coverage Part: a. To join us as a parry or otherwise bring us into a "suit" asking for damages from an insured; or b. To sue us on this Coverage Part 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 Coverage Part 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. Page 14 of 21 Q 2017 The Travelers Indemnity Company. All rights reserved. CG T1 DO 02 19 Includes copyrighted material of Insurance Services Office, Inc. with its permission. COMMERCIAL GENERAL LIABILITY 4. Other Insurance If valid and collectible other insurance is available to the insured for a loss we cover under Coverages A or B of this Coverage Part, our obligations are limited as described in Paragraphs a. and b. below. As used anywhere in this Coverage Part, other insurance means insurance, or the funding of losses, that is provided by, through or on behalf of - Another insurance company; (ii) Us or any of our affiliated insurance companies, except when the Non cumulatlon of Each Occurrence Limit provision of Paragraph 5. of Section III — Limits Of insurance or the Non cumulation of Personal and Advertising Injury Limit provision of Paragraph 4. of Section Ill — Limits of Insurance applies because the Amendment — Ikon Cumulation Of Each Occurrence Limit Of Liability And Non Cumulation Of Personal And Advertising Injury Limit endorsement is included in this policy; (iii) Any risk retention group; or (iv) Any self-insurance method or program, in which case the insured will be deemed to be the provider of other insurance. Other insurance does not include umbrella insurance, or excess insurance, that was bought specifically to appiy in excess of the Limits of Insurance shown in the Declarations of this Coverage Part. As used anywhere in this Coverage Part, other insurer means a provider of other insurance. As used in Paragraph c. below, insurer means a provider of insurance. 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, except when Paragraph d. below applies. b. Excess Insurance (1) This insurance is excess over: (a) Any of the other insurance, whether primary, excess, contingent or on any other basis: (1) That is Fire, Extended Coverage, Builder's Risk, Installation Risk or similar coverage for "your work"; (ii) That is insurance for "premises damage"; (ill) If the loss arises out of the maintenance or use of aircraft, "autos" or watercraft to the extent not subject to any exclusion in this Coverage Part that applies to aircraft, "autos" or watercraft; (iv) That is insurance avai#able to a premises owner, manager or lessor that quailfies as an insured under Paragraph 4. of Section II — Who Is An Insured, except when Paragraph d. below applies; or (v) That is insurance available to an equipment lessor that qualifies as an insured under Paragraph 5. of Section II — Who Is An Insured, except when Paragraph d. below applies. (b) Any of the other insurance, whether primary, excess, contingent or on any other basis, that is available to the insured when the insured is an additional insured, or is any other insured that does not qualify as a named insured, under such other insurance. (2) When this insurance is excess, we will have no duty under Coverages A or B 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; and (b) The total of all deductible and self - insured amounts under all that other 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 Coverage Part. CIS T1 00 02 19 Q 2017 The Travelers Indemnity Company. All rights reserved. Page 15 of 21 Includes copyrighted material of Insurance Services Office, Inc. with its permission. COMMERCIAL GENERAL LIABILITY 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 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. d. Primary And Non -Contributory Insurance If Required By Written Contract If you specifically agree in a written contract or agreement that the insurance afforded to an insured under this Coverage Part must apply on a primary basis. or a primary and non- contributory basis, this insurance is primary to other insurance that is available to such insured which covers such insured as a named insured, and we will not share with that other insurance, provided that: (1) The "bodily injury" or "property damage" for which coverage is sought occurs; and (2) The "personal and advertising injury" for which coverage is sought is caused by an offense that is committed; subsequent to the signing of that contract or agreement by you. 5. Premium Audit a. We will compute all premiums for this Coverage Part in accordance with our rules and rates. b. Premium shown in this Coverage Part as advance premium is a deposit premium only. At the close of each audit period we will compute the earned premium for that period and send notice to the first Named Insured. The due date for audit and retrospective premiums is the date shown as the due date on the bill. if the sum of the advance and audit premiums paid for the policy period is greater than the earned premium, we will return the excess to the first Named Insured. 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. The unintentional omission of, or unintentional error in, any information provided by you which we relied upon in issuing this policy will not prejudice your rights under this insurance. However, this provision does not affect our right to collect additional premium or to exercise our rights of cancellation or nonrenewal in accordance with applicable insurance (laws or regulations. 7. Separation Of Insureds Except with respect to the Limits of Insurance, and any rights or duties specifically assigned in this Coverage Part 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. 8. Transfer Of Rights Of Recovery Against Others To Us If the insured has rights to recover all or part of any payment we have made under this Coverage Part, those rights are transferred to us. The insured must do nothing after loss to impair them. At our request, the insured will bring "suit" or transfer those rights to us and help us enforce them. 9. When We Do Not Renew If we decide not to renew this Coverage Part, we will mail or deliver to the first Named Insured shown in the Declarations written notice of the nonrenewal not less than 30 days before the expiration date. If notice is mailed, proof of mailing will be sufficient proof of notice. SECTION V — DEFINITIONS 1. "Advertisement" means a notice that is broadcast or published to the general public or specific market segments about your goods, products or services for the purpose of attracting customers or supporters. For the purposes of this definition: c. The first Named Insured must keep records of a. Notices that are published include material the information we need for premium placed on the Internet or on similar electronic computation, and send us copies at such times means of communication; and as we may request. b. Regarding websites, only that part of a website 6. Representations that is about your goods, products or services for the purposes of attracting customers or By accepting this policy, you agree: supporters is considered an advertisement. Page 15 of 21 0 2017 The Travelers Indemnity Company. All rights reserved. CG T1 00 02 19 Includes copyrighted material of Insurance Services Office, Inc. with its permission. Policy. BA5R1448502247G COMMERCIAL AUTO THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. BLANKET ADDITIONAL INSURED - PRIMARY AND NON-CONTRIBUTORY WITH OTHER INSURANCE This endorsement modifies insurance provided under the following: BUSINESS AUTO COVERAGE FORM PROVISIONS 1. The following is added to Paragraph A.1.c., Who Is An Insured, of SECTION II — COVERED AUTOS LIABILITY COVERAGE: This includes any person or organization who you are required under a written contract or agreement between you and that person or organization, that is signed by you before the "bodily injury" or "property damage" occurs and that is in effect during the policy period, to name as an additional insured for Covered Autos Liabifity Coverage, but only for damages to which this insurance applies and only to the extent of that person's or organization's liability for the conduct of another "insured". 2. The following is added to Paragraph B.S., Other Insurance of SECTION IV — BUSINESS AUTO CONDITIONS: Regardless of the provisions of paragraph a. and paragraph d. of this part 5. Other Insurance, this insurance is primary to and non-contributory with applicable other insurance under which an additional insured person or organization is the first named insured when the written contract or agreement between you and that person or organization, that is signed by you before the "Bodily injury" or "property damage" occurs and that is in effect during the policy period, requires this insurance to be primary and non-contributory. CA T4 74 02 16 O 2016 The Travelers Indemnity Company. All rights reserved. Page 1 of 1 Includes copyrighted material of Insurance Services Office. Inc. with its permission. POLICY NUMBER: 580-9H343444-22-47 ISSUE DATE: 02/18/2022 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. DESIGNATED PERSON OR ORGANIZATION - NOTICE OF CANCELLATION OR NONRENEWAL PROVIDED BY US This endorsement modifies insurance provided under the following: ALL COVERAGE PARTS INCLUDED IN THIS POLICY CANCELLATION: SCHEDULE Number of Days Notice: 30 WHEN WE D❑ NOT RENEW (Nonrenewal): Number of Days Notice: PERSON OR ORGANIZATION: ANY PERSON OR ORGANIZATION TO WHOM YOU HAVE AGREED IN A WRITTEN CONTRACT THAT NOTICE OF CANCELLATION OR NONRENEWAL OF THIS POLICY WILL BE GIVEN, BUT ONLY IF: 1. YOU SEND US A WRITTEN REQUEST TO PROVIDE SUCH NOTICE, INCLUDING? THE NAME ANI] ADDRESS OF SUCH PERSON OR ORGANIZATION, AFTER THE FIRST NAMED INSURED RECEIVES NOTICE FROM US OF THE CANCELLATION OR NONRENEWAL OF THIS POLICY; AND 2. WE RECEIVE SUCH WRITTEN REQUEST AT LEAST 14 DAYS BEFORE THE BEGINNING OF THE APPLICABLE NUMBER OF DAYS SHOWN IN THIS SCHEDULE, ADDRESS: THE ADDRESS FOR THAT PERSON OR ORGANIZ- ATION INCLUDED IN SUCH WRITTEN REQUEST FROM YOU TO US. PROVISIONS A. If we cancel this policy for any legally permitted reason other than nonpayment of premium. and a number of days is shown for Cancellation in the Schedule above, we will mail notice of cancellation to the person or organization shown in such Schedule. We will mail such notice to the address shown in the Schedule above at least the number of days shown for Cancellation in such Schedule before the effective date of cancellation. 30 B. If we do not renew this policy for any legally permitted reason other than nonpayment of premium, and a number of days is shown for When We Do Not Renew (Nonrenewal) in the Schedule above. we will mail notice of nonrenewal to the person or organization shown in such Schedule. We will mail such notice to the address shown in the Schedule above at least the number of days shown for When We Do Not Renew (Nonrenewal) in such Schedule before the effective date of nonrenewal. IL T4 00 05 19 CO 2019 The Travelers Indemnity Company. All rights reserved. Page 7 Of 1 POLICY NUMBER: BA-5R144850-22-47-G ISSUE DATE: 02-18-22 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. DESIGNATED PERSON OR ORGANIZATION - NOTICE OF CANCELLATION OR NONRENEWAL PROVIDED BY US This endorsement modifies insurance provided under the following: ALL COVERAGE PARTS INCLUDED IN THIS POLICY CANCELLATION: SCHEDULE Number of Days Notice: 30 WHEN WE D❑ NOT RENEW (Nonrenewal): Number of Days Notice: PERSON OR ORGANIZATION: ISLAND COUNTY PUBLIC WORKS ADDRESS: P. O. BOX 5000 COUPEVILLE WA 98239 PROVISIONS A. If we cancel this policy for any legally permitted reason other than nonpayment of premium, and a number of days is shown for Cancellation in the Schedule above, we will mail notice of cancellation to the person or organization shown in such Schedule. We will mail such notice to the address shown in the Schedule above at least the number of days shown for Cancellation in such Schedule before the effective date of cancellation. 1 B. If we do not renew this policy for any legally permitted reason other than nonpayment of premium, and a number of days is shown for When We Do Not Renew (Nonrenewal) in the Schedule above, we will mail notice of nonrenewal to the person or organization shown in such Schedule. We will mail such notice to the address shown in the Schedule above at least the number of days shown for When We ❑o Not Renew (Nonrenewal) in such Schedule before the effective date of nonrenewal. IL T4 00 05 19 V 2019 The Travelers indemnity Company. All rights reserved. Page 7 of 1 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. NOTICE OF CANCELLATION PROVIDE❑ BY THE COMPANY This endorsement changes the following: Professional Liability Terms and Conditions PROVISIONS: If the Company cancels this policy for any statutorily permitted reason other than nonpayment of premium, the Company will mail or deliver notice of cancellation to the Person ❑r Entity shown in the Notice Schedule below. The Company will rnail or deliver such notice to the address provided by the Named Insured at least the number of days shown for cancellation in such Notice Schedule before the effective date of cancellation. Notice Schedule Number of Days Notice of Cancellation: 30 Person or Entity: Any person or entity to whom the Named insured has agreed in a written contract that notice of cancellation of this policy will be given, but only if: 1. the Named Insured sends the Company a written request to provide such notice, including the name and address of such person or entity, after the Named Insured receives notice from us of the cancellation of this policy; and 2. The Company receives such written request no later than 10 days after the Named Insured receives the notice of cancellation. Nothing herein contained shall be held to vary, alter. waive or extend any of the terms. conditions, exclusions or limitations of the above -mentioned policy, except as expressly stated herein. This endorsement is part of such policy and incorporated therein. Issuing Company: Travelers Casualty and Surety Company of America Policy Number: 107062701 PTC-2070 Ed. 05-11 Page 1 of 1 02011 The Travelers Indemnity Company. All Rights Reserved