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HomeMy WebLinkAboutCAG2023-065 - Original - JECB, LLC. - S 240th St. & Russell Road TIB Sidewalk Improvements - 02/07/2023Karin Bayes for Phil McConnell Public Works 01/27/2023 2/3/2023 N/A 22-3003 & 22-3004 N/A JECB, LLC Contract Original S. 240th St & Russell Road TIB Sidewalk Improvements JECB, LLC. will provide construction inspection and quality control services for the S 240th Street and Russell Road TIB Sidewalk Improvements project. $49,320.00 Other Okay to sign. L. Todd 1/27/23 CAG2023-065 2/7/232/1/23 CONSULTANT SERVICES AGREEMENT - 1 (Over $20,000) CONSULTANT SERVICES AGREEMENT between the City of Kent and JECB, LLC. THIS AGREEMENT is made between the City of Kent, a Washington municipal corporation (hereinafter the "City"), and JECB, LLC. organized under the laws of the State of Washington located and doing business at PO Box 832, Auburn, WA 98071, Phone: 253-405-4654, Contact: Jamie Hicks (hereinafter the "Consultant"). I. DESCRIPTION OF WORK. The Consultant shall perform the following services for the City in accordance with the following described plans and/or specifications: JECB, LLC. will provide construction inspection and quality control services for the S 240th Street and Russel Road TIB Sidewalk Improvements project. For a description, see the The Consultant further represents that the services furnished under this Agreement will be performed in accordance with generally accepted professional practices within the Puget Sound region in effect at the time those services are performed. II. TIME OF COMPLETION. The parties agree that work will begin on the tasks described in Section I above immediately upon the effective date of this Agreement. The Consultant shall complete the work described in Section I by December 31, 2023. III. COMPENSATION. A. The City shall pay the Consultant, based on time and materials, an amount not to exceed F Thousand Three Hundred Dollars ($), 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 SERVICES AGREEMENT - 2 (Over $20,000) Consultant voluntarily participates in this Program, the Consultant will be solely responsible 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 r 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 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 from the State of Washington. F. The Consultant maintains a set of books dedicated to the expenses and earnings of its business. V. TERMINATION. Either party may terminate this Agreement, with or without cause, upon providing the other party thirty (30) days written notice at its address set forth on the signature block of this Agreement. After termination, the City may take possession of all records and data within the the 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 natur 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 CONSULTANT SERVICES AGREEMENT - 3 (Over $20,000) costs, losses, expenses, damages, or delay costs incurred by the Consultant due to a force majeure event. 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 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 the pert witness fees and 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. CONSULTANT SERVICES AGREEMENT - 4 (Over $20,000) 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 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 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 ful The C , 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 Disputes and Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of Washington. If the parties are unable to settle any 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 - 5 (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 Records Act. The Consultant acknowledges that the City is a public agency subject to the Public Records Act codified in Chapter 42.56 of the Revised Code of Washington and documents, notes, emails, and other records prepared or gathered by the Consultant in its performance of this Agreement may be subject to public review and disclosure, even if those records are not produced to or possessed by the City of Kent. As such, the Consultant and obligations under the Public Records Act. J. City Business License Required. Prior to commencing the tasks described in Section I, Contractor agrees to provide proof of a current city of Kent business license pursuant to Chapter 5.01 of the Kent City Code. K. Counterparts and Sign itures 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 ell ecuting 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 be ow execute this Agreement, which shall become effective on the last date entered below. All a is consistent with the authority of this Agreement and prior to its effective date are ratified an affirmed, and the terms of the Agreement shall be deemed to have applied. CONSULTANT: By: Print me: Its DATE:'��" Z NOTICES TO BE SENT TO: CONSULTANT: CITY OF KENT: �ax�� DIP,- Printint Name: Dana Ralph Its Mayor DATE: 02/07/2023 NOTICES TO BE SENT TO: CITY OF KENT: Jamie Hicks Chad Bieren, P.E. JECB, LLC. City of Kent PO Box 832 220 Fourth Avenue South Auburn, WA 98071 Kent, WA 98032 (253) 405-4654 (telephone) N/A (facsimile) (253) 856-5500 (telephone) (253) 856-6500 (facsimile) APPROVED AS TO FORM: Kent La' Department ATTEST: -k�;u 9M& Kent City Clerk CONSULTANT SERVICES AGREEMENT - 6 (Over $20,000) EEO COMPLIANCE DOCUMENTS - 1 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 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 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 - 2 A. Compliance with Regulations: The contractor, subcontractor, consultant, vendor, and supplier (hereinafter ) 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 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 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 - 3 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; xi. Executive Order 13156, 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 I, 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 Agai st Discrimination (Ch. 49.60 RCW) 8. The submission of the final ftivoice for this contract will constitute a reaffirmation that the Preceding statements were complied with during the course of the contract's performance. By signing below, I agree to fulfill tie five requirements referenced above. By: Z- For: Title: Date: f 1 Z(9' 1e- EEO COMPLIANCE DOCUMENTS - 4 EEO COMPLIANCE DOCUMENTS - 5 CITY OF KENT ADMINISTRATIVE POLICY NUMBER: 1.2 EFFECTIVE DATE: October 20, 2022 SUBJECT: INCLUSIVE CONTRACTING SUPERSEDES: January 1, 1998 APPROVED BY Dana Ralph, Mayor POLICY: 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 Agreemen -Discrimination Policy Declaration, prior to commencing performance. 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 Title VI coordinator, and perform the following duties for their respective departments. 1. Ensuring that contractors, subcontractors, consultants, and suppliers subject to these t opportunity policy. 2. Monitoring to assure adherence to federal, state and local laws, policies and guidelines. EXHIBIT A EXHIBIT A EXHIBIT A EXHIBIT B INSURANCE REQUIREMENTS FORCONSULTANT SERVICES AGREEMENTS Insurance The Consultant shall procure and maintain for the duration of the Agreement, insurance against claims for injuries to persons or damage to property which may arise from or in connection with the performance of the work hereunder by the Consultant, their agents, representatives, employees or subcontractors. A. Minimum Scope of Insurance Consultant shall obtain insurance of the types described below: 1. Automobile Liability insurance covering all owned, non-owned, hired and leased vehicles. Coverage shall be written on Insurance Services Office (ISO) form CA 00 01 or a substitute form providing equivalent liability coverage. If necessary, the policy shall be endorsed to provide contractual liability coverage. 2. Commercial General Liability insurance shall be written on ISO occurrence form CG 00 01 and shall cover liability arising from premises, operations, independent contractors, products-completed operations, personal injury and advertising injury, and liability assumed under an insured contract. The City shall be named as an insured under the Consultant’s Commercial General Liability insurance policy with respect to the work performed for the City using ISO additional insured endorsement CG 20 10 11 85 or a substitute endorsement providing equivalent coverage. 3. Workers’ Compensation coverage as required by the Industrial Insurance laws of the State of Washington. 4. Professional Liability insurance appropriate to the Consultant’s profession. B. Minimum Amounts of Insurance Consultant shall maintain the following insurance limits: 1. Automobile Liability insurance with a minimum combined single limit for bodily injury and property damage of $1,000,000 per accident. 2. Commercial General Liability insurance shall be written with limits no less than $2,000,000 each occurrence, $2,000,000 general aggregate and a $1,000,000 products-completed operations aggregate limit. EXHIBIT B (Continued) 3. Professional Liability insurance shall be written with limits no less than $2,000,000 per claim and $2,000,000 policy aggregate limit. C. Other Insurance Provisions The insurance policies are to contain, or be endorsed to contain, the following provisions for Automobile Liability and Commercial General Liability insurance: 1. The Consultant’s insurance coverage shall be primary insurance as respect the City. Any Insurance, self-insurance, or insurance pool coverage maintained by the City shall be excess of the Consultant’s insurance and shall not contribute with it. 2. The Consultant’s insurance shall be endorsed to state that coverage shall not be cancelled by either party, except after thirty (30) days prior written notice by certified mail, return receipt requested, has been given to the City. 3. The City of Kent shall be named as an additional insured on all policies (except Professional Liability) as respects work performed by or on behalf of the Consultant and a copy of the endorsement naming the City as additional insured shall be attached to the Certificate of Insurance. The City reserves the right to receive a certified copy of all required insurance policies. The Consultant’s Commercial General Liability insurance shall also contain a clause stating that coverage shall apply separately to each insured against whom claim is made or suit is brought, except with respects to the limits of the insurer’s liability. D. Acceptability of Insurers Insurance is to be placed with insurers with a current A.M. Best rating of not less than A:VII. E. Verification of Coverage Consultant shall furnish the City with original certificates and a copy of the amendatory endorsements, including but not necessarily limited to the additional insured endorsement, evidencing the insurance requirements of the Contractor before commencement of the work. F. Subcontractors Consultant shall include all subcontractors as insureds under its policies or shall furnish separate certificates and endorsements for each subcontractor. All coverages for subcontractors shall be subject to all of the same insurance requirements as stated herein for the Consultant. ANY PROPRIETOR/PARTNER/EXECUTIVEOFFICER/MEMBER EXCLUDED? EACH OCCURRENCE $ DAMAGE TO RENTED $PREMISES (Ea occurrence)CLAIMS-MADE OCCUR MED EXP (Any one person) $ PERSONAL & ADV INJURY $ GENERAL AGGREGATE $ GEN'L AGGREGATE LIMIT APPLIES PER: PRODUCTS - COMP/OP AGG $ $ PRO- OTHER: LOCJECT COMBINED SINGLE LIMIT $(Ea accident) BODILY INJURY (Per person) $ANY AUTO OWNED SCHEDULED BODILY INJURY (Per accident) $AUTOS ONLY AUTOS AUTOS ONLYHIRED PROPERTY DAMAGE $AUTOS ONLY (Per accident) $ OCCUR EACH OCCURRENCE $ CLAIMS-MADE AGGREGATE $ DED RETENTION $$ PER OTH-STATUTE ER E.L. EACH ACCIDENT $ E.L. DISEASE - EA EMPLOYEE $ If yes, describe under E.L. DISEASE - POLICY LIMIT $DESCRIPTION OF OPERATIONS below POLICY NON-OWNED 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. TM DESCRIPTIONS (Continued from Page 1) that provides Additional Insured status to the Certificate Holder, only when there is a written contract that requires such status, and only with regard to work performed by or on behalf of the named insured. The General Liability policy includes an endorsement providing that 30 days notice of cancellation will be given to the Certificate Holder by the Insurance Carrier. SAGITTA 25.3 (2016103) 2 of 2 #S36908547/M36845717 BUSINESSOWNERS BP 79 96 09 16 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. BUSINESSOWNERS LIABILITY EXTENSION ENDORSEMENT This endorsement modifies insurance provided under the following: BUSINESSOWNERS COVERAGE FORM Below is a summarization of the coverages provided by this endorsement. No coverages are given by this summary. Actual coverage descriptions are within this endorsement. SECTION SUBJECT A. Supplementary Payments Bail Bonds Loss Of Earnings N B. Broadened Coverage For Damage To Premises Rented To You C. Incidental Medical Malpractice Injury D. Mobile Equipment E. Blanket Additional Insured (Owners, Contractors Or Lessors) F. Newly Formed Or Acquired Organizations G. Aggregate Limits H. Duties In The Event Of Occurrence, Offense, Claim Or Suit I. Liability And Medical Expenses Definitions Bodily Injury Insured Contract Personal And Advertising Injury Section II - Liability is amended as follows: A. Supplementary Payments Section A.1. Business Liability is modified as follows: 1. The $250 limit shown in Paragraph AAJ.(1)(b) Coverage Extension - Supplementary Payments for the cost of bail bonds is replaced by a $3,000 limit. 2. The $250 limit shown in Paragraph AAJ.(1)(d) Coverage Extension - Supplementary Payments for reasonable expenses and loss of earnings is replaced by a $500 limit. B. Broadened Coverage For Damage To Premises Rented To You 1. The last paragraph of Section B.1. Exclusions - Applicable To Business Liability Coverage is replaced by the following: With respect to the premises which are rented to you or temporarily occupied by you with the permis- sion of the owner, Exclusions c., d., e., g., h., k., I., m., n. and o. do not apply to "property damage". © 2016 Liberty Mutual Insurance BP 79 96 09 16 Includes copyrighted material of Insurance Services Office, Inc., with its permission. Page 1 of 4 2. Paragraph D.2. Liability And Medical Expenses Limits Of Insurance is replaced by the following: The most we will pay under this endorsement for the sum of all damages because of all "property damage" to premises while rented to you or temporarily occupied by you with the permission of the owner is the Limit of Insurance shown in the Declarations. 3. Paragraph D.3. Liability And Medical Expenses Limits Of Insurance does not apply. C. Incidental Medical Malpractice Injury 1. Paragraph (4) under Paragraph B.1.j. Exclusions - Applicable To Business Liability Coverage - Profes- sional Services does not apply to "Incidental Medical Malpractice Injury" coverage. 2. With respect to this endorsement, the following is added to Section F. Liability And Medical Expenses Definitions: a. "Incidental Medical Malpractice Injury" means bodily injury arising out of the rendering of or failure to render, during the policy period, the following services: (1) Medical, surgical, dental, x-ray or nursing service or treatment or the furnishing of food or beverages in connection therewith; or (2) The furnishing or dispensing of drugs or medical, dental or surgical supplies or appliances. b. This coverage does not apply to: (1) Expenses incurred by the insured for first -aid to others at the time of an accident and the Duties in the Event of Occurrence, Offense, Claim or Suit Condition is amended accordingly. (2) Any insured engaged in the business or occupation of providing any of the services described under a. above. (3) Injury caused by any indemnitee if such indemnitee is engaged in the business or occupation of providing any of the services described under a. above. D. Mobile Equipment Section C. Who Is An Insured is amended to include any person driving "mobile equipment" with your permission. E. Blanket Additional Insured (Owners, Contractors Or Lessors) 1. Section C. Who Is An Insured is amended to include as an insured any person or organization whom you are required to name as an additional insured on this policy under a written contract or written agreement. The written contract or agreement must be: a. Currently in effect or becoming effective during the term of this policy; and b. Executed prior to the "bodily injury", "property damage", or "personal and advertising injury". 2. The insurance afforded to the additional insured is limited as follows: a. The person or organization is only an additional insured with respect to liability arising out of: (1) Real property, as described in a written contract or written agreement, you own, rent, lease, maintain or occupy; and (2) Caused in whole or in part by your ongoing operations performed for that insured. b. The Limit of Insurance applicable to the additional insured are those specified in the written contract or written agreement or the limits available under this policy, as stated in the Declara- tions, whichever are less. These limits are inclusive of and not in addition to the Limit of Insurance available under this policy. c. The insurance afforded to the additional insured does not apply to: (1) Liability arising out of the sole negligence of the additional insured; (2) "Bodily injury", "property damage", "personal and advertising injury", or defense coverage under the Supplementary Payments section of the policy arising out of an architect's, en- gineer's or surveyor's rendering of or failure to render any professional services including: © 2016 Liberty Mutual Insurance BP 79 96 09 16 Includes copyrighted material of Insurance Services Office, Inc., with its permission. Page 2 of 4 (a) The preparing or approving of maps, shop drawings, opinions, reports, surveys, field orders, change orders, or drawings and specifications; and (b) Supervisory, inspection, architectural or engineering activities. (3) Any 'occurrence" that takes place after you cease to be a tenant in the premises described in the Declarations; or (4) Structural alterations, new construction or demolition operations performed by or for the person or organization designated in the Declarations. 3. Any coverage provided hereunder shall be excess over any other valid and collectible insurance avail- able to the additional insured whether primary, excess, contingent or on any other basis unless a contract specifically requires that this insurance be primary or you request that it apply on a primary basis. F. Newly Formed Or Acquired Organizations The following is added to Section C. Who Is An Insured: Any business entity acquired by you or incorporated or organized by you under the laws of any individual state of the United States of America over which you maintain majority ownership interest exceeding fifty percent. Such acquired or newly formed organization will qualify as a Named Insured if there is no similar insurance available to that entity. However: N 1. Coverage under this provision is afforded only until the 180th day after the entity was acquired or incorporated or organized by you or the end of the policy period, whichever is earlier; 2. Section A.1. Business Liability does not apply to: a. 'Bodily injury" or "property damage" that occurred before the entity was acquired or incorporated or organized by you; and " b. "Personal and advertising injury" arising out of an offense committed before the entity was ac- quired or incorporated or organized by you. 3. Records and descriptions of operations must be maintained by the first Named Insured. No person or organization is an insured with respect to the conduct of any current or past partnership, joint venture or limited liability company that is not shown as a Named Insured in the Declarations. G. Aggregate Limits The following is added to Paragraph D.4. Aggregate Limits Liability and Medical Expenses Limits Of Insurance: 1. The Aggregate Limits apply separately to each of the 'locations" owned by or rented to you or temporarily occupied by you with the permission of the owner. 2. The Aggregate Limits also apply separately to each of your projects away from premises owned by or rented to you. For the purpose of this endorsement only, "location" means premises involving the same or connect- ing lots, or premises whose connection is interrupted only by a street, roadway, waterway or right- of-way of a railroad. H. Duties In The Event Of Occurrence, Offense, Claim Or Suit 1. Paragraph E.2.a. Duties In The Event Of Occurrence, Offense, Claim Or Suit Liability And Medical Expenses General Condition applies only when the 'occurrence" is known to any insured listed in Paragraph C.1. Who Is An Insured or any "employee" authorized by you to give or receive notice of an "occurrence" or claim. 2. Paragraph E.2.b. Duties In The Event Of Occurrence, Offense, Claim Or Suit Liability And Medical Expenses General Condition will not be considered breached unless the breach occurs after such claim or "suit" is known to any insured listed under Paragraph C.1. Who Is An Insured or any "employee" authorized by you to give or receive notice of an 'occurrence" or claim. © 2016 Liberty Mutual Insurance BP 79 96 09 16 Includes copyrighted material of Insurance Services Office, Inc., with its permission. Page 3 of 4 I. Section F. Liability And Medical Expenses Definitions is modified as follows: 1. Paragraph F.3. is replaced by the following: 3. "Bodily Injury" means bodily injury, sickness, disease, or incidental medical malpractice injury sustained by a person, and includes mental anguish resulting from any of these; and including death resulting from any of these at any time. 2. Paragraph F.9. is replaced by the following: 9. "Insured contract" means: a. A contract for a lease of premises. However, that portion of the contract for a lease of prem- ises that indemnifies any person or organization for damage by fire to premises while rented to you or temporarily occupied by you with permission of the owner is not an "insured contract"; b. A sidetrack agreement; c. Any easement or license agreement, except in connection with construction or demolition operations on or within 50 feet of a railroad; d. An obligation, as required by ordinance, to indemnify a municipality, except in connection with work for a municipality; e. An elevator maintenance agreement; f. That part of any other contract or agreement pertaining to your business (including an indem- nification of a municipality in connection with work performed for a municipality) under which you assume the tort liability of another party to pay for "bodily injury" or "property damage" to a third person or organization, provided the "bodily injury" or "property damage" is caused, in whole or in part, by you or by those acting on your behalf. However, such part of a contract or agreement shall only be considered an "insured contract" to the extent your assumption of the tort liability is permitted by law. Tort liability means a liability that would be imposed by law in the absence of any contract or agreement. Paragraph f. does not include that part of any contract or agreement: (1) That indemnifies a railroad for "bodily injury" or "property damage" arising out of con- struction or demolition operations, within 50 feet of any railroad property and affecting any railroad bridge or trestle, tracks, road -beds, tunnel, underpass or crossing; (2) That indemnifies an architect, engineer or surveyor for injury or damage arising out of: (a) Preparing, approving, or failing to prepare or approve, maps, shop drawings, opin- ions, reports, surveys, field orders, change orders or drawings and specifications; or (b) Giving directions or instructions, or failing to give them, if that is the primary cause of the injury or damage; or (3) Under which the insured, if an architect, engineer or surveyor, assumes liability for an injury or damage arising out of the insured's rendering or failure to render professional services, including those listed in (2) above and supervisory, inspection, architectural or engineering activities. 3. Paragraph F.14.b. Personal And Advertising Injury is replaced by the following: b. Malicious prosecution or abuse of process; © 2016 Liberty Mutual Insurance BP 79 96 09 16 Includes copyrighted material of Insurance Services Office, Inc., with its permission. Page 4 of 4 MCH 591896631 056125 Continental Casualty Company 151 North Franklin Street, Chicago, IL 60606 970 JECB P.O. Box 832 JECB, Inc Auburn, WA 98071 JECB - Jason Engineering & Consulting Business, Inc. Jason Engineering & ConsultingBusiness, Inc. 12/31/2022 to 12/31/2023 at 12:01 a.m. Standard Time at the address shown above. 12/31/2015 $5,000 N/A $5,000 N/A Purchased Deductible Deductible Credit Per Deductible (including ) Aggregate Deductible per (including ) $2,000,000 $2,000,000 $2,000,000 $2,000,000 $2,000,000 $2,000,000 Each Limit of Liability (including Aggregate Limit of Liability per (including ) Each Limit of Liability Aggregate Limit of Liability per Each death or disability and non-practicing Limit of Liability (including ) Aggregate death or disability and non-practicing Limit of Liability (including ) Page of Policy Page: of Form No: CNA79035XX (04-2020) © Copyright CNA All Rights Reserved. Policy Declaration Underwriting Company: Continental Casualty Company Policy No: MCH591896631 Policy Effective Date: 12/31/2022 151 North Franklin Street, Chicago, IL 60606 1 2 1 24 Please check this policy and endorsements against original order. Griffin Underwriting Services assumes no responsibility for errors. NOTICE: Report all losses to Griffin Underwriting Services, PO Box 3867, Bellevue, WA 98009; Phone: 800-562-8095; claims@gogus.com NO FLAT CANCELLATIONS 10/12/2006 is the date of the first policy issued to the and continuously renewed by the Insurer. $160,000 is the Total Billings or the Total Contract Values $12,196.00 Due$12,196.00 01/30/2023 CNA79035XX (04/2020)Professional Liability and Pollution Incident Liability Insurance Policy Declaration CNA79168WA (04/2020)Cancellation/Non-Renewal Endorsement - Washington CNA79169WA (04/2020)Amendatory Endorsement - Washington CNA79034XX (04/2020)Professional Liability and Pollution Incident Liability Insurance Policy By:______________________________ Authorized Representative By:______________________________ Countersignature (if required) Page of Policy Page: of Form No: CNA79035XX (04-2020) © Copyright CNA All Rights Reserved. Policy Declaration Underwriting Company: Continental Casualty Company Policy No: MCH591896631 Policy Effective Date: 12/31/2022 151 North Franklin Street, Chicago, IL 60606 2 2 2 24 Broker Fee: $600.00 TOTAL: $12,796.00 Insurer means the Stock Insurance Company named on the Policy Declarations. Other key words and phrases, whether expressed in the singular or plural, that have special meaning are displayed in bold face type. See the section of the Policy. The Insurer and the agree as follows: The Insurer will pay all amounts in excess of the deductible up to the limit of liability that the becomes legally obligated to pay because of a as a result of a in the performance of ,provided that: on the ,none of the directors, officers, principals, partners, or insurance managers knew of any that could reasonably be expected to become the basis of such ; and such is first made against the during the and reported to the Insurer in accordance with section ,, paragraph , The Duties if There is a . Except as set forth in the section ,, paragraph , The Rights and Duties In the Event of a ,a is considered first made on the earlier of the receipt of the or the Insurer’s receipt of notice of the . The Insurer will pay all amounts in excess of the deductible up to the limit of liability that the becomes legally obligated to pay because of a as a result of a arising out of: the activities or the activities of any person or entity for whom the is liable; a ; or a , provided that: on the ,none of the directors, officers, principals, partners, or insurance managers knew of any act, error or omission that could reasonably be expected to become the basis of such ; and such is first made against the during the and reported to the Insurer in accordance with section ,, paragraph , The Duties if There is a Page of Policy Page: of Form No: CNA79034XX (04-2020) © Copyright CNA All Rights Reserved. Policy Underwriting Company: Continental Casualty Company Policy No: MCH591896631 Policy Effective Date: 12/31/2022 151 North Franklin Street, Chicago, IL 60606 1 17 3 24 . Except as set forth in the section ,, paragraph , The Rights and Duties In the Event of a ,a is considered first made on the earlier of the receipt of the or the Insurer’s receipt of notice of the . The Insurer will also pay in connection with such covered . are included within and reduce the limits of liability. The Insurer will reimburse the for in excess of the deductible and up to the applicable limit of liability, provided that: the reports the as soon as practicable during the and in accordance with the Section of the Policy entitled , the condition entitled The Rights and Duties in the Event of a ; the demonstrates to the Insurer’s satisfaction that there is a which is reasonably likely to give rise to a covered under this Policy; the provides the Insurer with details of the action being contemplated by the to minimize any potential liability arising out of such and the amount of that is contemplated in connection with such action as soon as practicable during the or within sixty (60) days of the expiration of the ; prior to incurring any , the Insurer consents in writing to such ; provided that such consent is not required if the can establish that an was necessary; in the event a is made arising out of a , then the Insurer may, at its sole discretion, cease paying further associated with such ; and such does not arise out of the same or similar for which reimbursement expenses have been requested or paid. Such will be reimbursed within ninety (90) days of the submission of a proof of loss of such which was consented to by the . In the event that the Insurer and the do not agree that the proposed is reasonable, then the and the Insurer agree to submit such dispute to any form of alternative dispute resolution acceptable to both parties. Should the and the Insurer be unable to agree on the form of alternative dispute resolution, then such dispute shall be submitted to binding arbitration administered by the American Arbitration Association under its Construction Arbitration Rules, and judgment on the award rendered by the arbitrators may be entered in any court having jurisdiction thereof. The Insurer has the right and duty to defend any against the seeking amounts that are payable under the terms of this Policy, even if any of the allegations of the are groundless, false or fraudulent. The Insurer will designate or, at its option, approve counsel to defend the . The Insurer is not obligated to defend any or pay any amounts after the applicable limit of liability has been exhausted. The Insurer will not settle any without the informed consent of the first . If a results in a punitive, exemplary, or multiplied damage award, the Insurer will pay such award, up to the applicable limit of liability, to the fullest extent permitted by law. The enforceability of the foregoing shall be governed by such applicable law in the jurisdiction which most favors coverage for punitive, exemplary and multiplied damages; provided that such jurisdiction has a Page of Policy Page: of Form No: CNA79034XX (04-2020) © Copyright CNA All Rights Reserved. Policy Underwriting Company: Continental Casualty Company Policy No: MCH591896631 Policy Effective Date: 12/31/2022 151 North Franklin Street, Chicago, IL 60606 2 17 4 24 substantial relationship to the or the . Except as noted in subparagraph below, payments made under this section are the Insurer’s costs, are not subject to the deductible, and are in addition to the limits of liability shown on the Declarations. Crisis Event Expenses The Insurer will reimburse the up to 50% of up to a maximum of $15,000 per , subject to a maximum reimbursement by the Insurer of $50,000 per for all , for incurred as a result of a that occurs during the . Pre-claims Assistance Until the date a is made, the Insurer may pay for all costs or expenses it incurs, at the Insurer’s sole discretion, as a result of investigating a that the reports in accordance with the Section of the Policy entitled , the condition entitled The Rights and Duties in the Event of a . Defendant Reimbursement If the Insurer requests the presence at a trial, hearing, deposition, mediation or arbitration, the Insurer will pay up to $500 a day per person, subject to a maximum amount of $15,000 per . ADA, FHA, and OSHA The Insurer will reimburse the for legal fees and expenses up to $35,000 per in responding to regulatory or administrative actions brought directly against the by a government agency under the Americans with Disabilities Act of 1990 (ADA), the Fair Housing Act (FHA), or the Occupational Safety and Health Act (OSHA), provided that the regulatory or administrative actions: are first commenced during the ; arise out of the performance of ; and are reported to the Insurer prior to any legal fees or expenses being incurred. After the Insurer has paid $35,000 under this provision, any additional amounts the Insurer agrees to pay will be treated as and will be subject to the deductible and be included in the limits of liability for the in which the action was commenced. The Insurer will not be responsible for any fines or penalties. Disciplinary Proceedings The Insurer will reimburse the up to $25,000 in the aggregate per , regardless of the number of , for attorney fees and other reasonable costs, expenses or fees incurred by the with the Insurer’s prior written consent in responding to a commenced against the during the , provided that such is reported to the Insurer during such . Dodd-Frank Fees and Expenses The Insurer will reimburse the for legal fees and expenses up to $50,000 per in responding to regulatory or administrative actions brought directly against the by a government agency under the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010 (Dodd-Frank), provided that the regulatory or administrative actions: are first commenced during the ; arise out of the performance of ; Page of Policy Page: of Form No: CNA79034XX (04-2020) © Copyright CNA All Rights Reserved. Policy Underwriting Company: Continental Casualty Company Policy No: MCH591896631 Policy Effective Date: 12/31/2022 151 North Franklin Street, Chicago, IL 60606 3 17 5 24 do not arise out of services performed by the as a “municipal advisor” as defined in Dodd-Frank; and are reported to the Insurer prior to any legal fees or expenses being incurred. The Insurer will not be responsible for any fines or penalties. means bodily injury, sickness, disease, mental anguish, or emotional distress sustained by a person, including death resulting from any of these at any time. means an event reported to the Insurer during the from which the reasonably expects that a could be made. means a demand for money or services, naming the and alleging a or . mean: fees charged by an attorney designated or approved by the Insurer to represent the ; all other fees, costs, and expenses resulting from the investigation, adjustment, defense, and appeal of a , if incurred by: the designated attorney, the Insurer, or the , with the Insurer’s prior written consent; and premiums for bonds posted in connection with an appeal. However, the Insurer is not obligated to apply for or furnish any such bonds. do not include fees and expenses of independent adjusters or salaries of the Insurer’s officials or employees, other than fees and expenses charged by the Insurer’s employed attorneys who may be designated to represent the with the prior consent. means a location that is scheduled onto this Policy as a by endorsement issued by the Insurer. also includes the address shown on the Declarations. does not include a location that has been sold, given away or abandoned by the or that has been condemned, or a rented location where the lease has expired without renewal or has been terminated. means any: or ; death, departure, or debilitating illness of a partner, officer, director or member of the ; potential dissolution of the for any reason other than bankruptcy; or violent act, kidnapping, sexual assault, criminal firearm use or workplace accident resulting in negative local or national media coverage of the , that the reasonably believes will have a material adverse effect upon the reputation. mean reasonable fees, costs and expenses incurred by the for consulting services provided by a public relations firm to the in response to a , but only for up to sixty (60) days following a . means a , but does not include any actual or alleged negligence in the review of shop drawings and submittals, issuance of change orders, observation of construction or review of any Page of Policy Page: of Form No: CNA79034XX (04-2020) © Copyright CNA All Rights Reserved. Policy Underwriting Company: Continental Casualty Company Policy No: MCH591896631 Policy Effective Date: 12/31/2022 151 North Franklin Street, Chicago, IL 60606 4 17 6 24 contractors’ requests for payment. means a arising out of a for which the has requested reimbursement of a from the Insurer. means any pending matter, including an initial inquiry, before a state or federal licensing board or a peer review committee to investigate charges alleging a violation of any rule of professional conduct in the performance of . means any person qualifying as such under any federal, state or local laws or under the employee benefit plans. means an action taken by the to rectify a that prevents imminent and/or material physical injury to, or destruction of, tangible property due to that , which is otherwise insured under this Policy. means the period of time after the end of the for reporting to the Insurer that are first made against the during the applicable arising out of: a that took place prior to the end of the that is otherwise covered by this Policy; or activities that took place prior to the end of the that result in a that is otherwise covered by this Policy. means any form of fungus including but not limited to yeast, mold, mildew, rust, smut or mushroom, and including any spores, mycotoxins, odors, or any other substances, products, or byproducts produced by, released by, or arising out of the current or past presence of fungus. means a fire that becomes uncontrollable or breaks out from where it was intended to be. means the ,a and: any person who is or becomes a partner, officer, director, member, stockholder or employee of the or during the ,but only while acting within the scope of their duties for the or ; any person who is or becomes a leased or contracted personnel under the direct control and supervision of the or during the , but only while acting within the scope of their duties for the or ; a retired partner, officer, director, member, stockholder or employee of the or , but only for or activities performed for or on behalf of, at the request of, and for the benefit of the or ; and solely with respect to Insuring Agreement A.2., Pollution Incident Liability, any client or project owner for whom the performs activities, provided that: a written contract or agreement is in effect between the and a client or project owner under which the assumes the tort liability of the client or project owner to pay compensatory damages to a third party for a ; such is caused by the activities, or the activities of any person or entity for whom the is liable; and such written contract or agreement is executed prior to the , and: incorporates an enforceable indemnity provision pertinent to the ;or requires such client or project owner to be made an additional insured under the Policy that insures the against . Page of Policy Page: of Form No: CNA79034XX (04-2020) © Copyright CNA All Rights Reserved. Policy Underwriting Company: Continental Casualty Company Policy No: MCH591896631 Policy Effective Date: 12/31/2022 151 North Franklin Street, Chicago, IL 60606 5 17 7 24 For purposes of this definition only, “tort liability” means liability for a civil or private wrong imposed by law in the absence of any contract or agreement. does not include the estates, heirs, legal representatives, assigns, spouses, and any of any natural person within the definition of . However, coverage is afforded to such persons or entities under this Policy as provided in the Section of the Policy entitled , the condition entitled Estates, Legal Representatives, and Spouses. means the date set forth on the Declarations as the Knowledge Date. means any non-fungal microorganism or non-fungal, colony-form organism that causes infection or disease.includes any spores, mycotoxins, odors, or any other substances, products, or byproducts produced by, released by, or arising out of current or past presence of But does not mean that were transmitted directly from person to person. means the persons or entities identified on the Declarations as the Named Insured. means any entity, newly formed or acquired by a during the , in which such has more than a 50% legal or beneficial interest. However, no such entity will be deemed a beyond ninety (90) days after the acquires or forms it. For coverage to continue beyond the first ninety (90) days, the following conditions apply: within ninety (90) days of such formation or acquisition, the must provide the Insurer with full particulars of such ; after receipt of such notice, the Insurer must agree to endorse this Policy to insure such ; and the must pay the additional premium, if any, and agree to any amendment of the provisions of this Policy by reason of such formation or acquisition. Coverage exists for made against a only if, prior to the acquisition date or formation date, none of the , directors, officers, principals, partners, or insurance managers of the or such knew of any act, error, omission, or event that could reasonably be expected to become the basis of that . means a location not owned, operated, leased or rented by the that is used by the for the treatment, storage or disposal of wastes or materials that are generated by activities performed by or on behalf of the , provided that: such location is permitted or licensed by the applicable authority to accept such wastes or materials as of the date such wastes or materials are treated, stored or disposed of at the location; and such location is not listed on a proposed or final Federal National Priorities List or any equivalent National Priority List, Superfund or Hazardous Waste List prior to the treatment, storage or disposal of such wastes or materials at such location. means the site where a nuclear reactor is located or where nuclear waste or material is disposed. means the period of time from the effective date and time of this Policy to the date and time of termination as shown on the Declarations, or its earlier cancellation date. does not include any . If the length of the is the same as the , the terms and are used interchangeably herein. means the period of one year following the effective date of the or any subsequent one-year anniversary thereof if the is more than one year. As permitted by individual state law, a may be extended or reduced by endorsement or by termination of the Policy. Page of Policy Page: of Form No: CNA79034XX (04-2020) © Copyright CNA All Rights Reserved. Policy Underwriting Company: Continental Casualty Company Policy No: MCH591896631 Policy Effective Date: 12/31/2022 151 North Franklin Street, Chicago, IL 60606 6 17 8 24 mean any solid, liquid, gaseous, or thermal irritant or contaminant, including smoke, vapor, soot, fumes, acids, alkalis, chemicals, and waste. Waste includes materials to be recycled, reconditioned, or reclaimed. do not mean heat, smoke, vapor, soot, or fumes from a or explosion. means the actual or alleged: discharge, dispersal, seepage, migration, release or escape of into or upon land, the atmosphere, or any watercourse or body of water; or inhalation of, ingestion of, contact with, exposure to, existence of, growth or presence of or , which results in or . However, a cannot arise from any dishonest, fraudulent, criminal, malicious act or omission, or an intentional wrongdoing committed by the or at the direction or with the prior knowledge. mean those services that the or any person or entity, including joint ventures, for whom the is liable, performs for others on behalf of a in the practice as an architect, engineer, interior designer, land surveyor, LEED® green building program consultant, landscape architect, construction manager, scientist, or technical consultant. means the following: physical injury to, damage to, or destruction of tangible property, electronic data, soil, surface water, groundwater, plants, or animals, including the resulting loss of use thereof; clean-up costs incurred by a third party or mandated by any governmental entity; or loss of use of tangible property that has not been physically injured or destroyed. means reasonable and necessary fees, costs and expenses incurred by the for rectification of a caused by in any part of the construction works or engineering works for any project upon which the is responsible for design. does not include: overhead, mark-up, profit or any fee, charge, cost, or expense incurred by any for materials supplied or services performed by any . mean all made against the and arising out of: a single or related that are logically or causally connected by any common fact, situation, event, transaction, advice, or decision; a single or related that are logically or causally connected by any common fact, situation, event, transaction, advice, or decision; or an activity or related activities that result in a single or multiple that are logically or causally connected by any common fact, situation, event, transaction, advice, or decision. mean that utilize electronic information technology, including custom software development, modification or integration; provided, however, that such are provided solely to a specific client of the . means that the is so disabled as to be wholly prevented from rendering , provided that such disability: has existed continuously for not less than six (6) months; and is reasonably expected to be continuous and permanent. means an act, error or omission that causes liability in the performance of for others by the or by any person or entity, including joint ventures, for which the is liable. Page of Policy Page: of Form No: CNA79034XX (04-2020) © Copyright CNA All Rights Reserved. Policy Underwriting Company: Continental Casualty Company Policy No: MCH591896631 Policy Effective Date: 12/31/2022 151 North Franklin Street, Chicago, IL 60606 7 17 9 24 The Insurer will not defend or pay under this Policy for any : Claims by Insureds brought by the or on the behalf against another covered by this Policy; Contractual Liability arising out of: the actual or alleged liability under any oral or written contract or agreement, including but not limited to express warranties or guarantees; or any actual or alleged liability of others that the assumes under any oral or written contract or agreement. However, this exclusion shall not apply to the liability that exists in the absence of such contract or agreement. In a foreign jurisdiction where the liability to a client is predicated only on contractual liability, subparagraph of this exclusion does not apply except to the extent that the has agreed to pay consequential or liquidated damages; Faulty Workmanship arising out of any actual or alleged cost to repair or replace faulty workmanship the performs on any construction, erection, fabrication, installation, assembly, manufacture or remediation, including any materials, parts, or equipment furnished in connection therewith except that this exclusion does not apply to drilling, excavation, or other sampling or testing procedures or the supplying of furnishings as part of interior design services, necessary to perform ; Liquidated Damages/Fines and Penalties/Money Due/Return of Fees for liquidated damages in excess of the liability caused by a or a ; for fines and penalties imposed on the ; or for the failure or refusal of a client to pay money due the ;or for return of fees paid to the ; Nuclear arising out of any actual or alleged nuclear reaction, radiation, or contamination, under any circumstances and regardless of cause, within or originating from a ; Owned Entity made against the by any entity: which is operated, managed, or controlled by the ; in which the has an ownership interest in excess of 49%; or which wholly or partly owns, operates, or manages the ; Owned, Leased or Rented Property arising out of any actual or alleged: ownership, rental or leasing of any real or personal property including damage to property at any time owned by or rented or leased by or to the or by any person or entity for whom the is legally liable; or at, onto or from any real or personal property owned, leased or rented by the or by any person or entity for whom the is legally liable; however, this exclusion Page of Policy Page: of Form No: CNA79034XX (04-2020) © Copyright CNA All Rights Reserved. Policy Underwriting Company: Continental Casualty Company Policy No: MCH591896631 Policy Effective Date: 12/31/2022 151 North Franklin Street, Chicago, IL 60606 8 17 10 24 shall not apply to: temporary storage of equipment or material at any staging or storage area that is associated with the activities; or at, onto or from a of a ; Prior Notice arising out of any actual or alleged: , or any matter, fact, situation, transaction, or event, for which notice was given by the under any professional liability or pollution insurance coverage prior to the effective date of this Policy; or other or whenever occurring, which is logically or causally connected by any common fact, situation, transaction, or event to the or specified in paragraph of this exclusion; Sale or Distribution of Goods arising out of any actual or alleged sale or distribution of goods or products by the , or by others under license from the . This exclusion does not apply to furniture, furnishings or equipment created or modified specifically for a client in connection with the for that client or to software created or modified specifically for a client in connection with for that client; Transportation arising out of any actual or alleged ownership, entrustment, maintenance, use, operation, loading or unloading of any automobile, aircraft, watercraft or rolling stock. However this exclusion shall not apply to: a arising out of the ownership, entrustment, maintenance, use, operation, loading or unloading of any automobile, aircraft, watercraft or rolling stock or arising from wastes or materials transported by or on behalf of the : by an automobile, aircraft, watercraft or rolling stock during the course of activities; or to a ; amounts the becomes legally obligated to pay as a result of a for which this Policy otherwise provides coverage, even if the were performed using or operating an automobile, aircraft, watercraft or rolling stock; Unlawful Discrimination arising out of any actual or alleged unlawful discrimination by the against the personnel or employment applicants or any obligation the has under any employment, workers’ compensation, employers’ liability, unemployment compensation, disability benefits, or other similar law; Intentional Acts arising out of any actual or alleged dishonest, fraudulent, criminal, malicious act or omission or intentional wrongdoing by an except that the Insurer shall provide the with a defense of such unless or until the dishonest, fraudulent, criminal, malicious act or omission or intentional wrongdoing has been determined by any trial verdict, court ruling, regulatory ruling or legal admission, whether appealed or not. Such defense will not waive any of the Insurer’s rights under this Policy. Criminal proceedings are not covered under this Policy regardless of the allegations made against any . Page of Policy Page: of Form No: CNA79034XX (04-2020) © Copyright CNA All Rights Reserved. Policy Underwriting Company: Continental Casualty Company Policy No: MCH591896631 Policy Effective Date: 12/31/2022 151 North Franklin Street, Chicago, IL 60606 9 17 11 24 Limits of Liability Subject to paragraph below, the limit of liability shown on the Declarations as the each Limit of Liability is the maximum the Insurer will pay for each first made against the and reported to the Insurer during the . The limit of liability shown on the Declarations as the Aggregate Limit of Liability per is the maximum the Insurer will pay for all first made against the and reported to the Insurer during the . Subject to paragraph below, the each Limit of Liability shown on the Declarations is the maximum the Insurer will pay as reimbursement expense for each reported by the in accordance with the Section of the Policy entitled , the subsection entitled SUPPLEMENTAL INSURING AGREEMENT – RECTIFICATION EXPENSE. This limit is a sublimit of liability, which further reduces and in no way increases the applicable each and aggregate limits shown on the Declarations. The aggregate Limit of Liability per shown on the Declarations is the maximum the Insurer will pay as reimbursement expense for all reported by the in accordance with the Section of the Policy entitled , the subsection entitled SUPPLEMENTAL INSURING AGREEMENT – RECTIFICATION EXPENSE. This limit is a sublimit of liability, which further reduces and in no way increases the applicable aggregate limit shown on the Declarations. All limits of liability set forth above apply on a basis and are excess over any deductible amount. The limits of liability may not be aggregated or transferred, in whole or in part, so as to provide any additional coverage with respect to first made or deemed made, or any reported by the , during any other . If the limits of liability as specified above for any are exhausted, the Insurer’s obligation for that shall be deemed completely fulfilled and extinguished. All , whenever made, shall be considered a single first made and reported to the Insurer on the date on which the earliest of the was first made and reported to the Insurer. are subject to and included within the applicable limit of liability. Deductible The obligation to pay up to the per Deductible amount shown on the Declarations and the aggregate Deductible per shown on the Declarations,if any, including but not limited to , shall apply to all Insuring Agreements and Supplemental Insuring Agreements under the Section of the Policy entitled . Reimbursement to the Insurer If the Insurer has paid any amounts in excess of the applicable limit of liability, or within the amount of the deductible, the shall be liable to the Insurer for all such amounts, and, upon demand, shall pay such amounts to the Insurer. More Than One Neither the applicable limit of liability nor the deductible shall be increased because more than one is included in a . Risk Mitigation Incentives The may be eligible for a Risk Mitigation Credit or an Early Resolution Credit for each . In Page of Policy Page: of Form No: CNA79034XX (04-2020) © Copyright CNA All Rights Reserved. Policy Underwriting Company: Continental Casualty Company Policy No: MCH591896631 Policy Effective Date: 12/31/2022 151 North Franklin Street, Chicago, IL 60606 10 17 12 24 no way shall this section be construed to afford more than one such Risk Mitigation Incentive per . Risk Mitigation Credit The Insurer will reduce the deductible obligation for a by 50%, up to $25,000, if, within sixty (60) days of the date of the Insurer’s request, the provides the Insurer with a copy of the written agreement that was executed by the and the client prior to the performance of the agreed-to giving rise to such and the demonstrates, to the Insurer’s reasonable satisfaction, the existence of any three (3) of the following six (6) conditions: The written agreement with the client specified payment terms, including a schedule of when payments were to be paid to the , which the consistently followed and enforced, or documented the attempt to do so. Prior to the performance of the agreed-to giving rise to the , the executed a separate written agreement and obtained certificates of insurance evidencing both Professional Liability and General Liability insurance with each architect, engineer, landscape architect, land surveyor, contractor, or construction manager the engaged or who engaged the . The engaged with the client in a structured, contemporaneously documented, pre-project planning process that produced a project definition document or package that substantially addressed the following project parameters (only “” through “” are required to satisfy this condition for study-contracts and report-only contracts): project objectives (e.g., business, economic, aesthetic, other); project constraints (e.g., budget, schedule, regulatory, other); the bases for the design/investigation (e.g., site data/requirements, utilities data/requirements, facility programming/requirements, equipment/technology requirements, alternatives to be considered); project execution approach (e.g., staging, procurement strategy, delivery method, other); and project monitoring and control procedures (e.g., quality, cost, schedule, other). Prior to delivery to the client of the instruments or deliverables of the , a documented, independent peer review was completed, internally or externally, by a qualified professional to assess the likelihood that such instruments or deliverables would satisfy the client’s objectives and would be in conformance with good professional practice. The engaged with representatives of the project owner, entities responsible for construction, and any other project stakeholders the deemed appropriate in a structured, contemporaneously documented constructability review process that provided for the timely integration of construction input into project planning, design, and field operations. The maintained a contemporaneously documented construction phase submittal log indicating the as-planned and actual dates the received and responded to every submittal and the action taken. Early Resolution Credit If negotiation or mediation of a results in a resolution of such within one hundred and eighty (180) days of the time it was reported to the Insurer in accordance with the Section of the Policy entitled , the condition entitled The Duties if There is a , and such resolution includes an indemnity payment by the Insurer, the deductible applicable to such Page of Policy Page: of Form No: CNA79034XX (04-2020) © Copyright CNA All Rights Reserved. Policy Underwriting Company: Continental Casualty Company Policy No: MCH591896631 Policy Effective Date: 12/31/2022 151 North Franklin Street, Chicago, IL 60606 11 17 13 24 will be reduced by 50%, up to $10,000. The Rights and Duties as the First on the Policy Declarations The first , on behalf of all , will be: authorized to make changes in the terms of this Policy with the Insurer’s written consent; authorized to receive any amounts the Insurer refunds; and responsible for: the payment of all premiums and deductible obligations due the Insurer; keeping records of the information the Insurer needs for premium computation, and sending the Insurer copies as it may request; and notifying the Insurer of any cancellation or non-renewal. The Duties if There is a If there is a , the must do the following: promptly notify the Insurer in writing. This notice must be given to the Insurer within the in which the is made or within sixty (60) days after its expiration or termination. All reported during any shall be considered as having been made during the last this Policy was in effect. If the is made during any applicable , then notice must be given to the Insurer within such . Notice of a must be sent to the attention of either of the following: CNA – Claim Reporting P.O. Box 8317 Chicago, IL 60680-8317 fax: 866-773-7504 email:SpecialtyProNewLoss@cna.com Attn: AE Claims Victor Insurance Managers Inc. AE Professional Liability Claims 7700 Wisconsin Avenue, Suite 400 Bethesda, Maryland 20814 fax: 301-951-5444 designclaims.us@victorinsurance.com specify the names and addresses of the persons making a against the and provide the Insurer with information on the time, place and nature of the ; immediately forward to the Insurer all documents that the receives in connection with the ; fully cooperate with the Insurer or the Insurer’s designee in the defense of a , including but not limited to assisting the Insurer in: the conduct of suits or other proceedings, settlement negotiations, and the enforcement of any right of contribution or indemnity against another who may be liable to the . The shall attend hearings and trials and assist in securing evidence and obtaining the attendance of witnesses; refuse, except solely at the own cost, to voluntarily make any payment, admit liability, assume any obligation, or incur any expense, without the Insurer’s prior written approval; and pay the deductible amount when due. Page of Policy Page: of Form No: CNA79034XX (04-2020) © Copyright CNA All Rights Reserved. Policy Underwriting Company: Continental Casualty Company Policy No: MCH591896631 Policy Effective Date: 12/31/2022 151 North Franklin Street, Chicago, IL 60606 12 17 14 24 After the reports a or a is made and the has the right under any contract to either reject or demand arbitration or other alternative dispute resolution process, the shall only do so with the Insurer’s prior written consent. The Rights and Duties in the Event of a If the reports a for which there may be coverage under this Policy, and the gives the Insurer written notice containing as much detail as the can reasonably provide regarding: what happened and the or activities the performed; the nature of any possible injury or damages; and how and when the first became aware of such , then any or that subsequently may be made against the arising out of such shall be deemed to have been made on the date the Insurer received written notice of the . The will cooperate with the Insurer in addressing the , and refuse, except solely at the own cost, to voluntarily make any payment, admit liability, assume any obligation, or incur any expense without the Insurer’s prior written approval. Subrogation If any has rights to recover amounts from another, those rights are transferred to the Insurer to the extent of the Insurer’s payment. The must do everything necessary to secure these rights and must do nothing after a is made to jeopardize them. The Insurer hereby waives subrogation rights against any person or organization to the extent that the has, prior to a or , entered into a written agreement to waive such rights. Premium All premium charges under this Policy will be computed according to the rules, rates and rating plans that apply at the effective date of the current . Examination and Audit The agrees to allow the Insurer to examine and audit the financial books and records that relate to this insurance. The Insurer may do this at any time during the or any extensions, and up to three years after the end of the . Legal Action Limitation The agrees not to bring any legal action against the Insurer concerning this Policy unless the has fully complied with all the provisions of this Policy. If, after the final adjudication or settlement of a , there is any dispute concerning tort allegations against the Insurer regarding the handling or settlement of any , the and the Insurer agree to submit such dispute to any form of alternative dispute resolution acceptable to both parties. Should the and the Insurer be unable to agree on the form of alternative dispute resolution, then such dispute shall be submitted to binding arbitration administered by the American Arbitration Association under its Commercial Arbitration Rules, and judgment on the award rendered by the arbitrators may be entered in any court having jurisdiction thereof. Changes to Policy None of the provisions of this Policy will be waived, changed, or modified except by written endorsement to this Policy. Transfer of Interest Page of Policy Page: of Form No: CNA79034XX (04-2020) © Copyright CNA All Rights Reserved. Policy Underwriting Company: Continental Casualty Company Policy No: MCH591896631 Policy Effective Date: 12/31/2022 151 North Franklin Street, Chicago, IL 60606 13 17 15 24 For a transfer of interest or an assignment of this Policy to be effective, the first must obtain the Insurer’s written consent. Other Insurance If there is other collectible insurance, including but not limited to project specific insurance, that applies to a covered by this Policy, the other insurance must pay first, and this Policy is excess over the other insurance. This Policy applies to the amount of the that exceeds the available limit of liability and any deductibles or retention amounts of the other insurance. Provided, however, that for liability assumed by the pursuant to the definition of , subparagraph , this insurance is primary and non-contributory. Cancellation/Non-Renewal The and the Insurer’s rights are stated below and in the attached State Provisions endorsement. The Insurer will make the premium adjustment at the time that cancellation is effective, or as soon as practicable after that time. Premium return will be computed pro rata if the Insurer cancels or if the cancels at the end of a . But if the cancels at any other time, only 90% of the prorated premium will be returned. Severability/Innocent Parties Any who did not commit, participate in, or have prior knowledge of any dishonest, fraudulent, criminal, malicious act or omission, or an intentional wrongdoing, or who did not fail to comply with the Section of the Policy entitled , the condition entitled The Duties if There is a , paragraph , shall have the coverage otherwise provided by this Policy. Estates, Legal Representatives, and Spouses Coverage is afforded under this Policy to the estates, heirs, legal representatives, assigns, spouses, and any of any natural person within the definition of ,but only for a arising solely out of their status as such. In the case of a spouse or , coverage is also afforded under this Policy where such seeks damages from marital community property, jointly held property, or property transferred from any natural person designated in the definition of to their spouse or . No coverage is provided for any act, error, or omission of an estate, heir, legal representative, assign, spouse or . All terms and conditions of this Policy, including without limitation the deductible applicable to any , shall also apply to any made against such estates, heirs, legal representatives, assigns, spouses, and . Extended Reporting Periods Automatic If this Policy is canceled or non-renewed either by the Insurer or by the first and the first has not obtained similar coverage, the Insurer will provide an automatic, non-cancelable starting at the termination of the . This automatic will terminate after sixty (60) days. Optional If this Policy is canceled or non-renewed either by the Insurer or by the first , then the first shall have the right to purchase a non-cancelable optional . If purchased, the first sixty (60) days of the optional run concurrently with the sixty (60) days of the automatic . The additional premium for the optional shall be fully earned at Page of Policy Page: of Form No: CNA79034XX (04-2020) © Copyright CNA All Rights Reserved. Policy Underwriting Company: Continental Casualty Company Policy No: MCH591896631 Policy Effective Date: 12/31/2022 151 North Franklin Street, Chicago, IL 60606 14 17 16 24 inception and based upon the rates for such coverage in effect at the beginning of the and shall be for one (1) year at 100% of the premium divided by the total number of in the ; three (3) years at 190% of the premium divided by the total number of in the ; and five (5) years at 250% of the premium divided by the total number of in the . The first must provide the Insurer with written notice of its election to purchase the optional and pay the full payment for such period within sixty (60) days after the end of the . Death or disability If an dies or becomes during the , then, upon the latter of the expiration of: the ; any renewal or successive renewal of this Policy; or any automatic or optional , such shall be provided with a death or disability , as provided below. In the event of death, such estate, heirs, executors or administrators must, within sixty (60) days of the expiration of the , provide the Insurer with written proof of the date of death. This is provided to such estate, heirs, executors and administrators. If such becomes , such or such legal guardian must, within sixty (60) days of the expiration of the , provide the Insurer with written proof that such is , including the date the disability commenced, certified by such physician. The Insurer retains the right to contest the certification made by such physician, and it is a condition precedent to this coverage that such agrees to submit to medical examinations by any physician designated by the Insurer at the Insurer’s expense. This is provided until such shall no longer be or until such death, in which case subparagraph hereof shall apply. No additional premium will be charged for any death or disability . Non-practicing If, during the , an retires from, or otherwise voluntarily ceases, permanently and totally, such practice as an architect, engineer or any other profession specifically listed in the definition of , and has been continuously insured by the Insurer for at least ten (10) consecutive years, then such shall have the right to purchase a non-practicing commencing upon the latter of the expiration of: the ; any renewal or successive renewal of this Policy; or any automatic or optional . The additional premium for the non-practicing shall be fully earned at inception and based upon the rates for such coverage in effect at the beginning of the and shall be for ten (10) years at 250% of the premium divided by the total number of in the . The must provide the Insurer with written notice of such election to purchase the non-practicing and pay the full premium for such period within sixty (60) days after such date of retirement or sixty (60) days after the end of the , whichever is earlier. As used herein, the “practice as an architect, engineer or any other profession specifically listed in the definition of ” means such practice of any such profession for a fee, whether as a sole practitioner or as a partner, officer, director, member, stockholder or employee. The “practice as an architect, engineer or any other profession Page of Policy Page: of Form No: CNA79034XX (04-2020) © Copyright CNA All Rights Reserved. Policy Underwriting Company: Continental Casualty Company Policy No: MCH591896631 Policy Effective Date: 12/31/2022 151 North Franklin Street, Chicago, IL 60606 15 17 17 24 specifically listed in the definition of ” does not include any pro bono services performed by the . limits of liability Automatic and optional limits of liability The Insurer’s liability for all reported during any automatic and optional shall be part of and not in addition to the remaining limits of liability for the final . Separate death or disability and non-practicing limits of liability Limit of Liability - each Subject to paragraph below, the Insurer’s limit of liability for each first made against the , and reported to the Insurer during the death or disability or non-practicing , shall not exceed the amount shown on the Declarations as the each death or disability and non-practicing Limit of Liability. Limit of Liability - in the aggregate The Insurer’s limit of liability for all first made against the , and reported to the Insurer during the death or disability or non-practicing , shall not exceed the amount shown on the Declarations as the aggregate death or disability and non-practicing Limit of Liability. Elimination of right to an There is no right to any if the Insurer cancels or refuses to renew this Policy due to: non-payment of amounts due the Insurer; non-compliance by the with any of the terms and conditions of this Policy; or any misrepresentation or omission in the application for this Policy. limitations No shall apply to: any or proceedings pending at the inception date of such ; any paid ; or that are covered under any subsequent insurance purchased by the , or that would be covered but for exhaustion of the limits of liability applicable to such . not a new policy It is understood and agreed that the shall not be construed to be a new policy and any submitted during such period shall otherwise be governed by this Policy. Liberalization If, during the , the Insurer files with the appropriate regulator, general revisions to the terms and conditions of this Policy that are intended to apply to all and provide broadened coverage without an additional or increased premium charge, then such broadened coverage will apply immediately to this Policy as of the date the filed revision is effective in the state shown in the mailing address of the Declarations (hereinafter “effective date”). However, this provision will not apply to that were first made against the prior to the effective date of such revision. Page of Policy Page: of Form No: CNA79034XX (04-2020) © Copyright CNA All Rights Reserved. Policy Underwriting Company: Continental Casualty Company Policy No: MCH591896631 Policy Effective Date: 12/31/2022 151 North Franklin Street, Chicago, IL 60606 16 17 18 24 Economic and Trade Sanctions This Policy does not provide coverage for any , any transactions, or any part of a if uninsurable under the laws or regulations of the United States concerning trade or economic sanctions. Territory The coverage afforded by this Policy applies worldwide. Headings The descriptions in the headings of this Policy are solely for convenience, and form no part of the terms and conditions of coverage. IN WITNESS WHEREOF,the Insurer has caused this Policy to be signed by its Chairman and Secretary at Chicago,Illinois,but the same shall not be binding upon the Insurer unless signed by its duly authorized representative. Chairman Secretary Page of Policy Page: of Form No: CNA79034XX (04-2020) © Copyright CNA All Rights Reserved. Policy Underwriting Company: Continental Casualty Company Policy No: MCH591896631 Policy Effective Date: 12/31/2022 151 North Franklin Street, Chicago, IL 60606 17 17 19 24 CANCELLATION/NON-RENEWAL ENDORSEMENT - WASHINGTON Wherever used in this endorsement: 1) “Named Insured” means the first person or entity named on the Declarations page; 2) “policy period” means ;and 3) “Insured(s)” means all persons or entities afforded coverage under the policy. Any cancellation, non-renewal or termination provision(s) in the policy are deleted in their entirety and replaced with the following: The Named Insured may cancel the policy at any time. To do so, the Named Insured must: return the policy to the Insurer or any of its authorized representatives indicating the effective date of cancellation; or provide a written notice by mail fax or e-mail to the Insurer or any of its authorized representative stating when the cancellation is to be effective; provide verbal notice to the Insurer or any of its authorized representative indicating when the cancellation is to be effective. The Insurer will promptly cancel the policy upon notice of cancellation from the Named Insured the date the Notice is received or the date the Named Insured requests cancellation. The Insurer may cancel the policy by mailing or delivering to the Named Insured written notice of cancellation, including the actual reason for the cancellation, at the last mailing address known to the Insurer, at least: ten (10) days before the effective date of cancellation if the insurer cancels for nonpayment of premium; or forty-five (45) days before the effective date of cancellation if the Insurer cancels for any other reason. Like notice of cancellation will also be mailed to any mortgagee holder, pledgee or other person shown in the policy with an interest in any loss which may occur thereunder, at their last mailing address known to the Insurer. Notice of cancellation will state the effective date of cancellation. The policy period will end on that date. If notice is mailed, proof of mailing will be sufficient proof of notice. If this policy is canceled, the Insurer will send the Named Insured any premium refund due. If the Insurer cancels, the refund will be pro rata. If the Named Insured cancels, the refund will be on a short rate basis. The cancellation will be effective even if the Insurer has not made or not offered a refund. The Insurer can non-renew the policy by giving written notice to the Named Insured, at the last mailing address known, at least forty-five (45) days before the expiration date. If notice is mailed, proof of mailing will be sufficient proof of notice. The notice of non-renewal will state the actual reason for non-renewal. The Insurer will also mail written notice of non-renewal to any mortgagee holder, pledgee or other person shown in the policy Page of Policy Page: of Form No: CNA79168WA (04-2020) © Copyright CNA All Rights Reserved. Endorsement Effective Date: 12/31/2022 Endorsement No: 1 ; Underwriting Company: Continental Casualty Company Policy No: MCH591896631 Policy Effective Date: 12/31/2022 151 North Franklin Street, Chicago, IL 60606 1 3 20 24 with an interest in any loss which may occur thereunder, at their last mailing address known to the Insurer. The Insurer will mail notice of any change in rates or coverage to the Named Insured at least twenty (20) days prior to the expiration date of the policy. All other terms and conditions of the policy remain unchanged. Page of Policy Page: of Form No: CNA79168WA (04-2020) © Copyright CNA All Rights Reserved. Endorsement Effective Date: 12/31/2022 Endorsement No: 1 ; Underwriting Company: Continental Casualty Company Policy No: MCH591896631 Policy Effective Date: 12/31/2022 151 North Franklin Street, Chicago, IL 60606 2 3 21 24 This endorsement, which forms a part of and is for attachment to the policy issued by the designated Insurers, takes effect on the Policy Effective date of said policy at the hour stated in said policy, unless another effective date (the Endorsement Effective Date) is shown below, and expires concurrently with said policy unless another expiration date is shown below. Page of Policy Page: of Form No: CNA79168WA (04-2020) © Copyright CNA All Rights Reserved. Endorsement Effective Date: 12/31/2022 Endorsement No: 1 ; Underwriting Company: Continental Casualty Company Policy No: MCH591896631 Policy Effective Date: 12/31/2022 151 North Franklin Street, Chicago, IL 60606 3 3 22 24 AMENDATORY ENDORSEMENT - WASHINGTON It is understood and agreed that the Policy is amended as follows: The Section entitled , subsection entitled the last paragraph of item is deleted in its entirety and replaced with the following: In the event that the Insurer and the do not agree that the proposed is reasonable, then the and the Insurer may agree to submit such dispute to any form of alternative dispute resolution acceptable to both parties. Should the and the Insurer be unable to agree on the form of alternative dispute resolution, then such dispute, if both parties agree by mutual consent, may be submitted to binding arbitration administered by the American Arbitration Association under its Construction Arbitration Rules, and judgment on the award rendered by the arbitrators may be entered in any court having jurisdiction thereof. The Section entitled is amended as follows: The Condition entitled Subrogation is deleted in its entirety and replaced by the following: Subrogation If any has rights to recover amounts from another, those rights are transferred to the Insurer to the extent of the Insurer’s payment but only after the has been made whole and is fully compensated. The must do everything necessary to secure these rights and must do nothing after a is made to jeopardize them. The Insurer hereby waives subrogation rights against any person or organization to the extent that the has, prior to a wrongful act or circumstance, entered into a written agreement to waive such rights. The Section entitled is amended as follows: The Condition entitled Legal Action Limitation, paragraph only, is deleted in its entirety and replaced by the following: If, after the final adjudication or settlement of a , there is any dispute concerning tort allegations against the Insurer regarding the handling or settlement of any , the and the Insurer may agree to submit such dispute to any form of alternative dispute resolution acceptable to both parties. Should the and the Insurer be unable to agree on the form of alternative dispute resolution, then such dispute, if both parties agree by mutual consent, may be submitted to binding arbitration administered by the American Arbitration Association under its Commercial Arbitration Rules, and judgment on the award rendered by the arbitrators may be entered in any court having jurisdiction thereof. The Section entitled is amended as follows: The Condition entitled Extended Reporting Periods, paragraph and paragraph only are deleted in their entirety and replaced with the following: Automatic If this Policy is canceled or non-renewed either by the Insurer or by the first or if this policy is renewed by the Insurer with terms less favorable to the ,and the first has not obtained similar coverage, the Insurer will provide an automatic, non-cancelable Page of Policy Page: of Form No: CNA79169WA (04-2020) © Copyright CNA All Rights Reserved. Endorsement Effective Date: 12/31/2022 Endorsement No: 2 ; Underwriting Company: Continental Casualty Company Policy No: MCH591896631 Policy Effective Date: 12/31/2022 151 North Franklin Street, Chicago, IL 60606 1 2 23 24 starting at the termination of the policy term. This automatic will terminate after sixty (60) days. Optional If this Policy is canceled or non-renewed either by the Insurer or by the first or if this policy is renewed by the Insurer with terms less favorable to the , then the first shall have the right to purchase a non-cancelable optional . If purchased, the first sixty (60) days of the optional run concurrently with the sixty (60) days of the automatic . This endorsement, which forms a part of and is for attachment to the policy issued by the designated Insurers, takes effect on the Policy Effective date of said policy at the hour stated in said policy, unless another effective date (the Endorsement Effective Date) is shown below, and expires concurrently with said policy unless another expiration date is shown below. All other terms and conditions of the policy remain unchanged. Page of Policy Page: of Form No: CNA79169WA (04-2020) © Copyright CNA All Rights Reserved. Endorsement Effective Date: 12/31/2022 Endorsement No: 2 ; Underwriting Company: Continental Casualty Company Policy No: MCH591896631 Policy Effective Date: 12/31/2022 151 North Franklin Street, Chicago, IL 60606 2 2 24 24