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CAG2023-248 - Original - Confluence Environmental Company - 2023 Rock Creek Fish Presence Surveys - 04/13/2023
FOR CITY OF KENT OFFICIAL USE ONLY Sup/Mgr: Agreement Routing Form DirAsst: • For Approvals,Signatures and Records Management Dir/Dep: KEN T This form combines&replaces the Request for Mayor's Signature and Contract Cover (optional) W A S H I N G T O N Sheet forms. Originator: Department: Dani Hodgins for Evan Swanson Public Works Date Sent: Date Required: c 04/13/2023 4/19/2023 Q Director or Designee to Sign. Date of Council Approval: Q Interlocal Agreement Uploaded to Website ❑✓ N/A Budqet Account Number: Grant? Yes ZNo W20005 Budget?W]YesD No Type: N/A Vendor Name: Category: Confluence Environmental Company Contract Vendor Number: Sub-Category: Original 0 Project Name: Rock Creek Fish Presence Surveys 2023 E `o Project Details:The Consultant shall conduct fish presence surveys in off-channel wetland habitat adjacent to lower Rock Creek. 4) Agreement Amount: $15,927 Basis for Selection of Contractor: Other *Memo to Mayor must be attached a� Start Date: 4/13/2023 Termination Date: 6/30/2023 Q Local Business 10YesF--]No* If meets requirements per KCC3.70.100,pleosecomplete"VendorPurchose-Local Exceptions"form onCityspace. Business License Verification:Yes In-Process Exempt(KCC 5.01.045) Notice required prior to disclosure? Contract Number: F ]YesFNo CAG2023-248 Comments: a1 3 GJ y •� i GJ 3 M C N Date Routed to the City Clerk's Office: 4/14/2 0 2 3 ad,V�7i__C Visit Documents.KentWA.govto obtain copies of all agreements rev.20210513 KENT 'Nn S,i-G r..n CONSULTANT SERVICES AGREEMENT between the City of Kent and Confluence Environmental Company THIS AGREEMENT is made between the City of Kent, a Washington municipal corporation (hereinafter the "City"), and Confluence Environmental Company organized under the laws of the State of Washington, located and doing business at 146 North Canal Street, Suite 111, Seattle, WA 98103, Phone: (206) 388- 8695, Contact: Natalie Dietsch (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: The Consultant shall conduct fish presence surveys in off-channel wetland habitat adjacent to lower Rock Creek. For a description, see the Consultant's Scope of Work which is attached as Exhibit A and incorporated by this reference. 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 June 30, 2023. III. COMPENSATION. A. The City shall pay the Consultant, based on time and materials, an amount not to exceed Fifteen Thousand, Nine Hundred Twenty Seven Dollars ($15,927), 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 - 1 ($20,000 or Less) 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 Consultant's services under this Agreement will be performed. C. The Consultant has an established and independent business that is eligible for a business deduction for federal income tax purposes that existed before the City retained the Consultant's services, or the Consultant is engaged in an independently established trade, occupation, profession, or business of the same nature as that involved under this Agreement. D. The Consultant is responsible for filing as they become due all necessary tax documents with appropriate federal and state agencies, including the Internal Revenue Service and the state Department of Revenue. E. The Consultant has registered its business and established an account with the state Department of Revenue and other state agencies as may be required by the Consultant's business, and has obtained a Unified Business Identifier (UBI) number from the State of Washington. F. The Consultant maintains a set of books dedicated to the expenses and earnings of its business. V. TERMINATION. Either party may terminate this Agreement, with or without cause, upon providing the other party thirty (30) days written notice at its address set forth on the signature block of this Agreement. After termination, the City may take possession of all records and data within the Consultant's possession pertaining to this project, which may be used by the City without restriction. If the City's use of the Consultant's records or data is not related to this project, it shall be without liability or legal exposure to the Consultant. VI. FORCE MAJEURE. Neither party shall be liable to the other for breach due to delay or failure in performance resulting from acts of God, acts of war or of the public enemy, riots, pandemic, fire, flood, or other natural disaster or acts of government ("force majeure event"). Performance that is prevented or delayed due to a force majeure event shall not result in liability to the delayed party. Both parties represent to the other that at the time of signing this Agreement, they are able to perform as required and their performance will not be prevented, hindered, or delayed by the current COVID-19 pandemic, any existing state or national declarations of emergency, or any current social distancing restrictions or personal protective equipment requirements that may be required under federal, state, or local law in response to the current pandemic. If any future performance is prevented or delayed by a force majeure event, the party whose performance is prevented or delayed shall promptly notify the other party of the existence and nature of the force majeure event causing the prevention or delay in performance. Any excuse from liability shall be effective only to the extent and duration of the force majeure event causing the prevention or delay in performance and, provided, that the party prevented or delayed has not caused such event to occur and continues to use diligent, good faith efforts to avoid the effects of such event and to perform the obligation. Notwithstanding other provisions of this section, the Consultant shall not be entitled to, and the City shall not be liable for, the payment of any part of the contract price during a force majeure event, or any CONSULTANT SERVICES AGREEMENT - 2 ($20,000 or Less) 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 Consultant's liability accruing from that obligation shall be only to the extent of the Consultant's negligence. IT IS FURTHER SPECIFICALLY AND EXPRESSLY UNDERSTOOD THAT THE INDEMNIFICATION PROVIDED HEREIN CONSTITUTES THE CONSULTANT'S WAIVER OF IMMUNITY UNDER INDUSTRIAL INSURANCE, TITLE 51 RCW, SOLELY FOR THE PURPOSES OF THIS INDEMNIFICATION. THE PARTIES FURTHER ACKNOWLEDGE THAT THEY HAVE MUTUALLY NEGOTIATED THIS WAIVER. In the event the Consultant refuses tender of defense in any suit or any claim, if that tender was made pursuant to this indemnification clause, and if that refusal is subsequently determined by a court having jurisdiction (or other agreed tribunal) to have been a wrongful refusal on the Consultant's part, then the Consultant shall pay all the City's costs for defense, including all reasonable expert witness fees and reasonable attorneys'fees, plus the City's legal costs and fees incurred because there was a wrongful refusal on the Consultant's part. The provisions of this section shall survive the expiration or termination of this Agreement. IX. INSURANCE. The Consultant shall procure and maintain for the duration of the Agreement, insurance of the types and in the amounts described in Exhibit B attached and incorporated by this reference. X. EXCHANGE OF INFORMATION. The City will provide its best efforts to provide reasonable accuracy of any information supplied by it to the Consultant for the purpose of completion of the work under this Agreement. CONSULTANT SERVICES AGREEMENT - 3 ($20,000 or Less) 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 City's request. The Consultant acknowledges that the City is a public agency subject to the Public Records Act codified in Chapter 42.56 of the Revised Code of Washington. As such, the Consultant agrees to cooperate fully with the City in satisfying the City's duties and obligations under the Public Records Act. The City's use or reuse of any of the documents, data, and files created by the Consultant for this project by anyone other than the Consultant on any other project shall be without liability or legal exposure to the Consultant. XII. CITY'S RIGHT OF INSPECTION. Even though the Consultant is an independent contractor with the authority to control and direct the performance and details of the work authorized under this Agreement, the work must meet the approval of the City and shall be subject to the City's general right of inspection to secure satisfactory completion. XIII. WORK PERFORMED AT CONSULTANT'S RISK. The Consultant shall take all necessary precautions and shall be responsible for the safety of its employees, agents, and subcontractors in the performance of the contract work and shall utilize all protection necessary for that purpose. All work shall be done at the Consultant's own risk, and the Consultant shall be responsible for any loss of or damage to materials, tools, or other articles used or held for use in connection with the work. XIV. MISCELLANEOUS PROVISIONS. A. Recyclable Materials. Pursuant to Chapter 3.80 of the Kent City Code, the City requires its contractors and consultants to use recycled and recyclable products whenever practicable. A price preference may be available for any designated recycled product. B. Non-Waiver of Breach. The failure of the City to insist upon strict performance of any of the covenants and agreements contained in this Agreement, or to exercise any option conferred by this Agreement in one or more instances shall not be construed to be a waiver or relinquishment of those covenants, agreements or options, and the same shall be and remain in full force and effect. C. Resolution of Disputes and Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of Washington. If the parties are unable to settle any dispute, difference or claim arising from the parties' performance of this Agreement, the exclusive means of resolving that dispute, difference or claim, shall only be by filing suit exclusively under the venue, rules and jurisdiction of the King County Superior Court, King County, Washington, unless the parties agree in writing to an alternative dispute resolution process. In any claim or lawsuit for damages arising from the parties' performance of this Agreement, each party shall pay all its legal costs and attorney's fees incurred in defending or bringing such claim or lawsuit, including all appeals, in addition to any other recovery or award provided by law; provided, however, nothing in this paragraph shall be construed to limit the City's right to indemnification under Section VIII of this Agreement. D. Written Notice. All communications regarding this Agreement shall be sent to the parties at the addresses listed on the signature page of the Agreement, unless notified to the contrary. Any written notice hereunder shall become effective three (3) business days after the date of mailing by registered or certified mail, and shall be deemed sufficiently given if sent to the addressee at the address stated in this Agreement or such other address as may be hereafter specified in writing. E. Assignment. Any assignment of this Agreement by either party without the written consent of the non-assigning party shall be void. If the non-assigning party gives its consent to any assignment, the terms of this Agreement shall continue in full force and effect and no further assignment shall be made without additional written consent. F. Modification. No waiver, alteration, or modification of any of the provisions of this Agreement shall be binding unless in writing and signed by a duly authorized representative of the City and the Consultant. CONSULTANT SERVICES AGREEMENT - 4 ($20,000 or Less) 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 agrees to cooperate fully with the City in satisfying the City's duties and obligations under the Public Records Act. J. City Business License Required. Prior to commencing the tasks described in Section I, Contractor agrees to provide proof of a current city of Kent business license pursuant to Chapter 5.01 of the Kent City Code. K. Counterparts and Signatures by Fax or Email. This Agreement may be executed in any number of counterparts, each of which shall constitute an original, and all of which will together constitute this one Agreement. Further, upon executing this Agreement, either party may deliver the signature page to the other by fax or email and that signature shall have the same force and effect as if the Agreement bearing the original signature was received in person. CONSULTANT SERVICES AGREEMENT - 5 ($20,000 or Less) IN WITNESS, the parties below execute this Agreement, which shall become effective on the last date entered below. All acts consistent with the authority of this Agreement and prior to its effective date are ratified and affirmed, and the terms of the Agreement shall be deemed to have applied. CONSULTANT: CITY OF KENT: Chad Bieren Chad Bieren 2023.04.13 By; -� �Z—� By: 10:54:25-07'00' Print Name: Chris Cziesla Print Name: Chad Bieren, P.E. Its: CEO Its: Public Works Director DATE: April 12 2023 DATE: NOTICES TO BE SENT TO: NOTICES TO BE SENT TO: CONSULTANT: CITY OF KENT: Natalie Dietsch Chad Bieren, P.E. Confluence Environmental Company City of Kent 146 North Canal Street, Suite 111 220 Fourth Avenue South Seattle, WA 98103 Kent, WA 98032 (206) 388-8695 (telephone) (253) 856-5500 (telephone) Natalie.Dietsch@confenv.com (email) PublicWorks@KentWa.gov email ATTES : e�c —/%.—u Kent City Clerk P:\Admin\Contracts\Dani CONSULTANT SERVICES AGREEMENT- 6 ($20,000 or Less) DECLARATION CITY OF KENT NON-DISCRIMINATION POLICY The City of Kent (City) is committed to conform to Federal and State laws regarding equal opportunity. As such all contractors, subcontractors, consultants, vendors, and suppliers who perform work with relation to this Agreement shall comply with the regulations of the City's equal employment opportunity policies. The City of Kent and its contractors are subject to and will comply with the following: • Title VI of the Civil Rights Act of 1964 (42 U.S.C. § 2000d et seq., 78 stat. 252), (prohibits discrimination on the basis of race, color, national origin); • 49 C.F.R. Part 21 (entitled Non-discrimination In Federally-Assisted Programs Of The Department Of Transportation-Effectuation Of Title VI Of The Civil Rights Act Of 1964); • 28 C.F.R. section 50.3 (U.S. Department of Justice Guidelines for Enforcement of Title VI of the Civil Rights Act of 1964). • Ch. 49.60 RCW (Washington Law Against Discrimination) The preceding statutory and regulatory cites hereinafter are referred to as "the Acts and Regulations". The following statements specifically identify the requirements the City deems necessary for any contractor, subcontractor, or supplier on this specific Agreement to adhere to. An affirmation of all of the following is required for this Agreement to be valid and binding. If any contractor, subcontractor, or supplier willfully misrepresents themselves with regard to the directives outlined below, it will be considered a breach of contract and it will be at the City's sole determination regarding suspension or termination for all or part of the Agreement. The statements are as follows: 1. I have read the attached City of Kent administrative policy number 1.2. 2. During the time of this Agreement I will not discriminate in employment on the basis of sex, race, color, national origin, age, or the presence of all sensory, mental or physical disability. 3. During the time of this Agreement I, the prime contractor, will provide a written statement to all new employees and subcontractors indicating commitment as an equal opportunity employer. 4. During the time of the Agreement I, the prime contractor, will actively consider hiring and promotion of women and minorities. 5. During the performance of this contract, the contractor, for itself, its assignees, and successors in interest (hereinafter referred to as the "contractor") agrees as follows: EEO COMPLIANCE DOCUMENTS - 1 A. Compliance with Regulations: The contractor, subcontractor, consultant, vendor, and supplier (hereinafter "Contractor") will comply with all Acts and the Regulations relative to non-discrimination, including those applicable to Federally- assisted programs of the U.S. Department of Transportation, State-assisted programs through the Washington State Department of Transportation, and generally under Washington's Law Against Discrimination, Ch. 49.60 RCW, as they may be amended from time to time, which are herein incorporated by reference and made a part of this contract. B. Non-discrimination: The contractor, with regard to the work performed by it during the contract, will not discriminate on the grounds of race, color, or national origin in the selection and retention of subcontractors, including procurements of materials and leases of equipment. The contractor will not participate directly or indirectly in the discrimination prohibited by the Acts and the Regulations, including employment practices when the contract covers any activity, project, or program set forth in Appendix B of 49 CFR Part 21. C. Solicitations for Subcontracts, Including Procurements of Materials and Equipment: In all solicitations, either by competitive bidding, or negotiation made by the contractor for work to be performed under a subcontract, including procurements of materials, or leases of equipment, each potential subcontractor or supplier will be notified by the contractor of the contractor's obligations under this contract and the Acts and the Regulations relative to non-discrimination on the grounds of race, color, or national origin. D. Information and Reports: The contractor will provide all information and reports required by the Acts and Regulations and directives issued pursuant thereto and will permit access to its books, records, accounts, other sources of information, and its facilities as may be determined applicable to contractor's contract by the City or the Washington State Department of Transportation to be pertinent to ascertain compliance with such Acts and Regulations and instructions. Where any information required of a contractor is in the exclusive possession of another who fails or refuses to furnish the information, the contractor will so certify to the City or the Washington State Department of Transportation, as appropriate, and will set forth what efforts it has made to obtain the information. E. Sanctions for Noncompliance: In the event of a contractor's noncompliance with the non-discrimination provisions of this contract, the City will impose such contract sanctions as it or the Washington State Department of Transportation may determine to be appropriate, including, but not limited to: a. withholding payments to the contractor under the contract until the contractor complies; and/or b. cancelling, terminating, or suspending a contract, in whole or in part. F. Incorporation of Provisions: The contractor will include the provisions of paragraphs (A) through (F) above in every subcontract, including procurements of materials and leases of equipment, unless exempt by the Acts and Regulations and directives issued pursuant thereto. The contractor will take action with respect to any subcontract or procurement as the City or the Washington State Department of Transportation may direct as a means of enforcing such provisions including sanctions for noncompliance. Provided, that if the contractor becomes involved in, EEO COMPLIANCE DOCUMENTS - 2 or is threatened with litigation by a subcontractor, or supplier because of such direction, the contractor may request the City to enter into any litigation to protect the interests of the City. In addition, the contractor may request the United States to enter into the litigation to protect the interests of the United States. 6. During the performance of this contract, the contractor, for itself, its assignees, and successors in interest agrees to comply with the following non-discrimination statutes and authorities; including but not limited to: Pertinent Non-Discrimination Authorities: i. Title VI of the Civil Rights Act of 1964 (42 U.S.C. § 2000d et seq., 78 stat. 252), (prohibits discrimination on the basis of race, color, national origin); and 49 CFR Part 21. ii. The Uniform Relocation Assistance and Real Property Acquisition Policies Act of 1970, (42 U.S.C. § 4601), (prohibits unfair treatment of persons displaced or whose property has been acquired because of Federal or Federal-aid programs and projects); iii. Federal-Aid Highway Act of 1973, (23 U.S.C. § 324 et seq.), (prohibits discrimination on the basis of sex); iv. Section 504 of the Rehabilitation Act of 1973, (29 U.S.C. § 794 et seq.), as amended, (prohibits discrimination on the basis of disability); and 49 CFR Part 27; V. The Age Discrimination Act of 1975, as amended, (42 U.S.C. § 6101 et seq.), (prohibits discrimination on the basis of age); vi. Airport and Airway Improvement Act of 1982, (49 USC § 471, Section 47123), as amended, (prohibits discrimination based on race, creed, color, national origin, or sex); vii. The Civil Rights Restoration Act of 1987, (PL 100-209), (Broadened the scope, coverage and applicability of Title VI of the Civil Rights Act of 1964, The Age Discrimination Act of 1975 and Section 504 of the Rehabilitation Act of 1973, by expanding the definition of the terms "programs or activities" to include all of the programs or activities of the Federal-aid recipients, sub-recipients and contractors, whether such programs or activities are Federally funded or not); viii. Titles II and III of the Americans with Disabilities Act, which prohibit discrimination on the basis of disability in the operation of public entities, public and private transportation systems, places of public accommodation, and certain testing entities (42 U.S.C. §§ 12131-12189) as implemented by Department of Transportation regulations at 49 C.F.R. parts 37 and 38; ix. The Federal Aviation Administration's Non-discrimination statute (49 U.S.C. § 47123) (prohibits discrimination on the basis of race, color, national origin, and sex); X. Executive Order 12898, Federal Actions to Address Environmental Justice in Minority Populations and Low-Income Populations, which ensures Non-discrimination against minority populations by discouraging programs, policies, and activities with disproportionately high and adverse human health or environmental effects on minority and low-income populations; EEO COMPLIANCE DOCUMENTS - 3 xi. Executive Order 13166, Improving Access to Services for Persons with Limited English Proficiency, and resulting agency guidance, national origin discrimination includes discrimination because of Limited English proficiency (LEP). To ensure compliance with Title VI, you must take reasonable steps to ensure that LEP persons have meaningful access to your programs (70 Fed. Reg. at 74087 to 74100); xii. Title IX of the Education Amendments of 1972, as amended, which prohibits you from discriminating because of sex in education programs or activities (20 U.S.C. 1681 et seq). xiii. Washington Law Against Discrimination (Ch. 49.60 RCW) 7. The submission of the final invoice for this contract will constitute a reaffirmation that the preceding statements were complied with during the course of the contract's performance. By signing below, I agree to fulfill the five requirements referenced above. B CC C2-=sC y� - For: Chris Cziesla for Confluence Environmental Company Title: CEO Date: April 12, 2023 EEO COMPLIANCE DOCUMENTS - 4 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 Agreement, are required to sign the City's Non-Discrimination Policy Declaration, prior to commencing performance. Any contractor, subcontractor, consultant or supplier who willfully disregards the City's nondiscrimination and equal opportunity requirements shall be considered in breach of contract and subject to suspension or termination for all or part of the Agreement. Contract Compliance Officers will be appointed by the Directors of Planning, Parks, and Public Works Departments to coordinate with the City's Title VI coordinator, and perform the following duties for their respective departments. 1. Ensuring that contractors, subcontractors, consultants, and suppliers subject to these regulations are familiar with the regulations and the City's equal employment opportunity policy. 2. Monitoring to assure adherence to federal, state and local laws, policies and guidelines. EEO COMPLIANCE DOCUMENTS - 5 Exhibit A CONFLUENCE ENVIRONMENTAL COMPANY April 5,2023 Mr. Evan Swanson Environmental Engineering City of Kent Public Works Department 220 Fourth Avenue South Kent,WA 98032 Re: Proposed scope of work for Rock Creek fish presence surveys Dear Mr. Swanson: Confluence Environmental Company(Confluence) is pleased to present the City of Kent with this Scope of Work (SOW) to conduct fish presence surveys in off-channel wetland habitat adjacent to lower Rock Creek, a tributary to the Cedar River in King County,Washington. This SOW describes the level of effort and equipment required to conduct snorkel surveys of off- channel and,if necessary, stream habitat to determine the presence of native salmonids and other fish species consistent with Monitoring and Evaluation Measure 5 (MEM-5)in the City of Kent Clark Springs Water Supply System Habitat Conservation Plan (the HCP). This scope includes the costs of planning and mobilization, post-survey data review and QA/QC, and the preparation of a memorandum reporting our findings. Per the MEM-5 requirements, monitoring will occur for the first three years following project completion. This survey effort represents Year 2 of monitoring. Task 5 is included as a contingency if no salmonids are observed in off-channel wetland habitats. Consistent with MEM-5, Confluence will conduct snorkel surveys of the Rock Creek channel to determine juvenile salmonid presence. This additional survey will be conducted only on an as- needed basis, following written approval from the City of Kent. SCOPE OF WORK The tasks described below detail our proposed SOW to conduct the Rock Creek fish presence surveys and prepare a technical memorandum of our findings. All surveys will be supervised by an experienced field lead with expertise in snorkeling surveys and underwater identification of juvenile salmonids and other native fish species, supported by a team of experienced field staff. The survey protocol developed during Year 1 will be used for the Year 2 survey. Confluence assumes that all work will be conducted on portions of Rock Creek and adjacent off- channel habitats on public lands owned by the King County Department of Natural Resources 146 N Canal St, Suite 111 • Seattle, WA 98103 • www.confenv.com Mr. Evan Swanson CONFLUENCE April 5, 2023 ENVIRONMENTAL COMPANY and Parks, specifically parcels 2222069036 and 2222069006. These parcels will be accessed via the Cedar River trail from suitable public access points. Task 1 Planning and Mobilization Confluence will assemble the necessary field equipment to conduct snorkel surveys of two off- channel wetlands approximately 150 feet by 50 feet in size, and approximately 300 feet of small stream channel approximately 30 feet in bankfull width with flows of up to 20 cubic feet per second at the time of the survey. Confluence will prepare an access and field safety plan and schedule field teams for the primary and contingency surveys as needed. Estimated cost of Task 1: $2,440 Task 2 Reach 1 and Reach 2 Wetland Snorkel Surveys Confluence will conduct one snorkel survey of off-channel wetland areas enhanced under HCM-3 and HCM-4 of the HCP. The wetlands in question are located to the west of Rock Creek in reach 1 and to the east of Rock Creek in reach 2, approximately 200 and 400 feet upstream of the Cedar River confluence, respectively. Each wetland complex will be surveyed on the same date in April of 2023. Each survey team will consist of two snorkelers and a field lead. The field lead will coordinate the survey,manage field forms and data collection, and oversee team safety. Snorkelers will collect underwater video using GoPro cameras for post-survey review and confirmation of fish identifications. Confluence assumes the field effort can be completed within an 8-hour workday, accounting for field conditions that may impact efficiency and travel time to the site. Estimated cost of Task 2:$3,520 Task 3 Data Compilation After the completion of the survey, Confluence staff will compile site conditions data and observed fish numbers for each wetland site.The team will review underwater video footage with an experienced fish identification expert to confirm identifications made in the field and QA/QC the fish presence data collected at each site. Estimated cost of Task 3: $1,670 Task 4 Prepare Technical Memorandum Confluence will prepare a memorandum of findings presenting the number of juvenile fish observed by species per unit of survey effort by survey location.This memorandum will also report the following pertinent environmental parameters for each survey event: www.confenv.com page 2of4 Mr. Evan Swanson 4 CONFLUENCE April 5, 2023 ENVIRONMENTAL COMPANY ■ Stream flow in Rock Creek measured at USGS gage 12118400 (gage 12118500 at the upstream end of Reach 2 has been discontinued due to lack of funding) ■ Air temperature and weather conditions ■ Water temperature in Rock Creek upstream of each wetland site ■ Surface and mid-depth water temperatures in each wetland habitat ■ Underwater visibility conditions ■ Fish passage/accessibility to each wetland habitat ■ Informative photographs The memorandum will be delivered to the City of Kent on or before June 30,2023. Estimated cost of Task 4: $2,500 Task 5 Rock Creek Snorkel Surveys (contingency) This task will only be performed following written approval from the City of Kent, if no fish are observed during the Task 2 survey. HCP MEM-5 states that"Off no salmonids are observed within the wetland areas, the mainstem of Rock Creek will be snorkeled for a minimum of 300 feet immediately upstream of the wetland access point." This task covers the effort necessary for an additional day of effort to complete the contingency survey if needed. The stream snorkeling survey will only be conducted if no juvenile salmonids are observed during the wetland sampling event. If juvenile salmon are observed in either the Reach 1 and/or Reach 2 wetland, this task will not be required. Confluence will conduct the as-needed stream snorkel survey as soon as possible after receiving permission in writing from the City, conditions permitting. The survey will be conducted by a two-person team, one snorkeler and one field lead. To remain on public property, Confluence will limit the survey effort to the approximately 300-foot-long segment of stream extending from the Reach 1 wetland inlet to the upstream boundary of King County parcel 2222069006. Estimated cost of Task 5: up to $3,500 BUDGET Table 1 provides an overview of the budget for each task presented above.A detailed budget estimate with hours by rate category is attached at the end of this memorandum. The total estimated cost for the services described above, including the full scope of contingency task 5, is $15,927. If task 5 is not required, the total estimated project cost is $12,335. The non-contingency budget accounts for the estimated time required to accommodate low-visibility conditions and/or other factors affecting survey efficiency. Confluence will only bill for the time required to complete the project, therefore the final project invoice may total less than the estimated project cost presented below. If invalid assumptions or changes to the SOW result in additional www.confenv.com page 3of4 Mr. Evan Swanson CONFLUENCE April 5, 2023 ENVIRONMENTAL COMPANY time and materials beyond those described herein, we will contact you to negotiate a contract amendment prior to conducting any unscoped work. Table 1. Summary of Tasks and Budget Task/Expense Title Estimated Budget Task 1 Planning and mobilization $2,440 Task 2 Reach 1 and Reach 2 wetland snorkel surveys $3,520 Task 3 Data compilation $1,670 Task 4 Prepare technical memorandum $2,500 Task 5 Contingency surveys $0 to$3,500 Project Management $1,160 Equipment and ODCs $1,045 to$1,137 Estimated Proposal Cost—Excluding Task 5: $12,335 Maximum Estimated Proposal Cost—Including Task 5: $15,927 CONTRACT EXECUTION If you have any comments or questions about this SOW, please feel free to contact me at the email address or phone number provided below. If you wish to proceed with contracting, please respond to our delivery email with the required documents. Confluence will review the contract terms and conditions and work with you to execute the agreement. Thank you for your consideration and I look forward to working with you on this project! Respectfully yours, ERIC DOYLE, MS Senior Aquatic Ecologist 206.321.7314 eric.doyle@confenv.com www.confenv.com page 4 of 4 Confluence Environmental Company City of Kent Fish Presence Surveys-Rack Creek Off-channel Habitat(2023) Consulting Staff Administrative Staff Senior in Project Field staff Field staff Field staff Diana Nora Employee Name Charge Manager Field Lead II III 1 Hoffer Burton Task Natalie Kerrie Project Project Staff Dlrect Labor C/asslf ation Edo Doyle Dietsoh McArthur Scientist II Scientist III Scientist Subtotal Editor Accounting Subtotal Labor Total Expenses Total Price Task 1-Plamin and mobilization 4 6 8 $2,440 $0 $2,440 ..........................................&.........................................................................................................................................................................................................................................................................._................................._............................._............................................................................................................................._...................................................................................................... Task 2-Reach 1 and Reach 2 wetland snorkel survey 8_ 8_ 8 $3,520 $0 $3,520 ...............................................ipliiatli............................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................. Task 3-Data compilation 2 2 4 4 $1,670 $0 $1,670 ........................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................ Task 4-Pre are technical memorandum 2 1 10 4 $2,290 2 $210 $2,500 ................................P...................................................................m................................................................................................................................................................................�............................._................................._..........................................................._..............................................................................................._...................................................................................................... Task 5(contingency)-Rock creek snorkel surveys 10_ 10_ $3,500 $0 $3,500 ........................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................ Project Management 1_ 6�_ $1,055 1 $105 $1,160 Total hours 1 10 25 10 28 24 2 1 Billing Rate $ 185 $ 145 $ 190 $ 145 $ 160 $ 90 105 105 Subtotals $ 185 $ 1,450 $ 4,750 $ 1450 $ 4480 $ 2160 $ 14475 $ 210 $ 105 $ 315 $ 14790 Direct Expenses Rate Unds General field supplies $50 2.00 $100 Personal gear reimbursement $25 2.00 $50 Undenvater video equipment $40 2.00 $80 GPS unit $10 2.00 $20 Snorkel equipment-Rental and/or personal gear reiumbursement $200 3.00 $600 Mileage $0.655 140 $92 Mileage(contingency task) $0.655 140 $92 $0 Reimbursable Direct Expense Subtotal $1,033 Direct expense markup10.25% $103 Direct expense total $1,137 Total price $15,927 EXHIBIT B INSURANCE REQUIREMENTS FOR CONSULTANT SERVICES AGREEMENTS Insurance The Consultant shall procure and maintain for the duration of the Agreement, insurance against claims for injuries to persons or damage to property which may arise from or in connection with the performance of the work hereunder by the Consultant, their agents, representatives, employees or subcontractors. A. Minimum Scope of Insurance Consultant shall obtain insurance of the types described below: 1. Automobile Liability insurance covering all autos used for the purpose of fulfilling this agreement.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. The City shall be named as an Additional Insured under the Consultant's Commercial General Liability insurance policy with respect to the work performed for the City using ISO additional insured endorsement CG 20 10 it 85 or a substitute endorsement providing equivalent coverage. 3. Workers' Compensation_coverage as required by the Industrial Insurance laws of the State of Washington. B. Minimum Amounts of Insurance Consultant shall maintain the following insurance limits: 1. Automobile 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 $1,000,000 each occurrence, $2,000,000 general aggregate. EXHIBIT B (Continued) C. Other Insurance Provisions The insurance policies are to contain, or be endorsed to contain, the following provisions for Automobile Liability and Commercial General Liability insurance: 1. The Consultant's insurance coverage shall be primary insurance as respect the City. Any Insurance, self-insurance, or insurance pool coverage maintained by the City shall be excess of the Consultant's insurance and shall not contribute with it. 2. The Consultant's insurance shall be endorsed to state that coverage shall not be cancelled by either party, except after thirty (30) days prior written notice by certified mail, return receipt requested, has been given to the City. 3. The City of Kent shall be named as an additional insured on all policies (except Professional Liability) as respects work performed by or on behalf of the Consultant and a copy of the endorsement naming the City as additional insured shall be attached to the Certificate of Insurance. The City reserves the right to receive a certified copy of all required insurance policies. The Consultant's Commercial General Liability insurance shall also contain a clause stating that coverage shall apply separately to each insured against whom claim is made or suit is brought, except with respects to the limits of the insurer's liability. D. Acceptability of Insurers Insurance is to be placed with insurers with a current A.M. Best rating of not less than ANII. E. Verification of Coverage Consultant shall furnish the City with original certificates and a copy of the amendatory endorsements, including but not necessarily limited to the additional insured endorsement, evidencing the insurance requirements of the Consultant before commencement of the work. F. Subcontractors Consultant shall include all subcontractors as insureds under its policies or shall furnish separate certificates and endorsements for each subcontractor. All coverages for subcontractors shall be subject to all of the same insurance requirements as stated herein for the Consultant. CONFENV-01 R1AMEARS ACORO CERTIFICATE OF LIABILITY INSURANCE FDATE(MM/DD/YYYY) 4/12/2023 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER.THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S),AUTHORIZED REPRESENTATIVE OR PRODUCER,AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder is an ADDITIONAL INSURED,the policy(ies)must have ADDITIONAL INSURED provisions or be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy,certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). PRODUCER CONTACT NAME: AssuredPartners of Washington, LLC PHONE FAx 1325 4th Ave (A/C,No,Ext): (800)429-4144 (A/C,No):(425)336-7081 Suite 2100 ADDRESS: Seattle,WA 98101 INSURERS AFFORDING COVERAGE NAIC# INSURER A:Homeslte Insurance Company INSURED INSURER B:Ohio Security Insurance Company 24082 Confluence Environmental Company INSURER C:The Ohio Casualty Insurance Company 24074 146 N Canal St #111 INSURER D:Alaska National Insurance Company 38733 Seattle,WA 98103 INSURER E INSURER F: COVERAGES CERTIFICATE NUMBER: REVISION NUMBER: THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES.LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. INSR TYPE OF INSURANCE ADDL SUBR POLICY NUMBER POLICY EFF POLICY EXP LIMITS LTR INSD WVD MM DD YYYY MM DD Y A X COMMERCIAL GENERAL LIABILITY EACH OCCURRENCE $ 5,000,000 CLAIMS-MADE X OCCUR 7930117880001 3/5/2023 3/5/2024 DAMAGE TO RENTED 300,000 X X PREMISES Ea occurrence $ X WA Stop Gap MED EXP(Any oneperson) $ 10,000 PERSONAL&ADV INJURY $ 5,000,000 GEN'L AGGREGATE LIMIT APPLIES PER: GENERAL AGGREGATE $ 5,000,000 POLICY X PECOT- LOC PRODUCTS-COMP/OP AGG $ 5,000,000 OTHER: $ B AUTOMOBILE LIABILITY COMBINED SINGLE LIMIT 1,000,000 Ea accident $ ANY AUTO BAS57702471 3/5/2023 3/5/2024 BODILY INJURY Per person $ OWNED SCHEDULED AUTOS ONLY AUTOS BODILY INJURY Per accident $ X HIRED X NON-OWNED PROPERTY DAMAGE AUTOS ONLY AUTOS ONLY Per accident $ C UMBRELLA LIAB X OCCUR EACH OCCURRENCE $ 4,000,000 X EXCESS LIAB CLAIMS-MADE ES057702471 3/5/2023 3/5/2024 AGGREGATE $ 4,000,000 DED X RETENTION$ 10,000 $ D WORKERS COMPENSATION X PER OTH- AND EMPLOYERS'LIABILITY STATUTE ER YIN 221WU09291-USL&H 9/15/2022 9/15/2023 1,000,000 ANY PROPRIETOR/PARTNER/EXECUTIVE ❑ E.L.EACH ACCIDENT $ OFFICER/MEMBER EXCLUDED? N/A (Mandatory in NH) E.L.DISEASE-EA EMPLOYEE $ 1,000,000 If yes,describe under 1,000,000 DESCRIPTION OF OPERATIONS below E.L.DISEASE-POLICY LIMIT $ A Pollution Liability 7930117880001 3/5/2023 3/5/2024 Ded:$2,500/Ea Condi 5,000,000 A Professional Liab. 7930117880001 3/5/2023 3/5/2024 Ded:$2,500/Ea Claim 5,000,000 DESCRIPTION OF OPERATIONS/LOCATIONS/VEHICLES (ACORD 101,Additional Remarks Schedule,may be attached if more space is required) Rock Creek fish presence surveys City of Kent is included as an Additional insured per written contract.Coverage is Primary and non-contributory.Waiver of Subrogation applies.See attached endorsements. CERTIFICATE HOLDER CANCELLATION SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE City of Kent THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN y ACCORDANCE WITH THE POLICY PROVISIONS. 220 Fourth Avenue South Kent,WA 98032 AUTHORIZED REPRESENTATIVE ACORD 25(2016/03) ©1988-2015 ACORD CORPORATION. All rights reserved. The ACORD name and logo are registered marks of ACORD Policy Number: 793-01-17-88-0001 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. ADDITIONAL INSURED - OWNERS, LESSEES OR CONTRACTORS - SCHEDULED PERSON OR ORGANIZATION - FORM III This endorsement modifies coverage provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART CONTRACTORS ENVIRONMENTAL LIABILITY COVERAGE PART SCHEDULE Name Of Additional Insured Person(s) Or Organization(s) Location(s) Of Covered Operations Any person or organization that the Any location where required by the Named Insured agreed to add as an written contract or written agreement in additional insured in a written contract which the Named Insured agreed to add or written agreement that was fully the person or organization qualifying as executed by the Named Insured prior to an additional insured under this the performance of the Named Insured's endorsement. work that is the subject of such written contract or written agreement. Information required to complete this Schedule, if not shown above, will be shown in the Declarations. A. SECTION II - WHO IS AN INSURED is amended to include as an additional insured the person(s) or organization(s) shown in the Schedule, but only with respect to liability for bodily injury, property damage, environmental damage or personal and advertising injury caused, in whole or in part,by: 1. Your acts or omissions; or 2. The acts or omissions of those acting on your behalf; in the performance of your ongoing operations for the additional insured(s)at the location(s)designated above. However: 1. The insurance afforded to such additional insured only applies to the extent permitted bylaw;and 2. If coverage provided to the additional insured is required by a contractor agreement,the insurance afforded to such additional insured will not be broader than that which you are required by the contract or agreement to provide for such additional insured. B. With respect to the insurance afforded to these additional insureds, the following additional exclusions apply: This insurance does not apply to bodily injury, property damage or environmental damage occurring after: 1. All work, including materials, parts or equipment furnished in connection with such work, on the project (other than service, maintenance or repairs) to be performed by or on behalf of the additional insured(s) at the location of the covered operations has been completed;or OBENV GE 346(01 19) Contains copyrighted material of Insurance Services Office,Inc.with its permission. Page 1 of 2 Copyright 2019, Intact Insurance Group USA LLC E-INSURED 2. That portion of your work out of which the injury or damage arises has been put to its intended use by any person or organization other than another contractor or subcontractor engaged in performing operations for a principal as a part of the same project. C. With respect to the insurance afforded to these additional insureds, the following is added to SECTION III— LIMITS OF INSURANCE: If coverage provided to the additional insured is required by a contract or agreement, the most we will pay on behalf of the additional insured is the amount of insurance: 1. Required by the contract or agreement; or 2. Available under the applicable Limits of Insurance shown in the Declarations; whichever is less. This endorsement shall not increase the applicable Limits of Insurance shown in the Declarations. All other terms and conditions remain the same. OBENV GE 346(01 19) Contains copyrighted material of Insurance Services Office,Inc.with its permission. Page 2 of 2 Copyright 2019, Intact Insurance Group USA LLC Policy Number: 793-01-17-88-0001 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. ADDITIONAL INSURED - OWNERS, LESSEES OR CONTRACTORS - COMPLETED OPERATIONS This endorsement modifies coverage provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART CONTRACTORS ENVIRONMENTAL LIABILITY COVERAGE PART SCHEDULE Name Of Additional Insured Person(s) Or Organization(s): Any person or organization that the Named Insured agreed to add as an additional insured in a written contract or written agreement that was fully executed by the Named Insured prior to the performance of the Named Insured' s work that is the subject of such written contract or written agreement . Location And Description Of Completed Operations: Any location, and completed operations at such location, where required by the written contract or written agreement in which the Named Insured agreed to add the person or organization qualifying as an additional insured under this endorsement . A. SECTION II - WHO IS AN INSURED is amended to include as an additional insured the person(s) or organization(s) shown in the Schedule, but only with respect to liability for bodily injury, property damage or environmental damage caused, in whole or in part, by your work at the location designated and described in the Schedule of this endorsement performed for that additional insured and included in the products- completed operations hazard. However: 1. The insurance afforded to such additional insured only applies to the extent permitted by law;and 2. If coverage provided to the additional insured is required by a contractor agreement,the insurance afforded to such additional insured will not be broader than that which you are required by the contract or agreement to provide for such additional insured. B. With respect to the insurance afforded to these additional insureds, the following is added to 1. Limits of Insurance in SECTION III-LIMITS OF INSURANCE AND DEDUCTIBLE: If coverage provided to the additional insured is required by a contract or agreement, the most we will pay on behalf of the additional insured is the amount of insurance: 1. Required by the contract or agreement; or 2. Available under the applicable Limits of Insurance shown in the Declarations; whichever is less. This endorsement shall not increase the applicable Limits of Insurance shown in the Declarations. All other terms and conditions remain the same. OBENV GE 351 (09 20) Contains copyrighted material of Insurance Services Office,Inc.with its permission. Page 1 of 1 Copyright 2020, Intact Insurance Group USA LLC E-INSURED Policy Number: 793-01-17-88-0001 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. PRIMARY AND NONCONTRIBUTORY - OTHER INSURANCE CONDITION This endorsement modifies coverage provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART CONTRACTORS ENVIRONMENTAL LIABILITY COVERAGE PART The following is added to the Other Insurance Condition and supersedes any provision to the contrary: Primary And Noncontributory Insurance This insurance is primary to, and will not seek contribution from, any other insurance available to an additional insured under this policy provided that: a. The additional insured is a named insured under such other insurance;and b. The Named Insured has agreed in writing in a contractor agreement that this insurance would: (1) Act primary to any other insurance available to the additional insured; and (2) Would not seek contribution from any other insurance available to the additional insured. All other terms and conditions remain the same. OBENV GE 319(11 20) Contains copyrighted material of Insurance Services Office,Inc.with its permission. Page 1 of 1 E-INSURED Policy Number: 7 93-01-17-88-0001 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. WAIVER OF TRANSFER OF RIGHTS OF RECOVERY AGAINST OTHERS TO US This endorsement modifies coverage provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART CONTRACTORS ENVIRONMENTAL LIABILITY COVERAGE PART SCHEDULE Name Of Person Or Organization: Any person or organization that the "Named Insured" agreed to waive its rights of recovery against in a fully executed written contract . The following is added to the Transfer Of Rights Of Recovery Against Others To Us condition of SECTION IV- CONDITIONS: We waive any right of recovery we may have against the person or organization shown in the SCHEDULE above because of payments we make for injury or damage arising out of your negligence during: 1. Your ongoing operations; or 2. Your work; performed under a written contract with such person or organization and included in the products-completed operations hazard. Such waiver by us applies only to the extent that the insured has waived its right of recovery against such person(s) or organization(s) in the written contract prior to loss. This waiver applies only to the person or organization shown in the SCHEDULE above. All other terms and conditions remain the same. OBENV GE 320(11 20) Contains copyrighted material of Insurance Services Office, Inc.with its permission. Page 1 of 1 E-INSURED Policy Number: 793-01-17-88-0001 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. DESIGNATED CONSTRUCTION PROJECT(S) AGGREGATE LIMIT This endorsement modifies coverage provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE FORM SCHEDULE Designated Construction Project(s): Any construction project for which the "Named Insured" agreed to provide a designated per project aggregate limit in a written contract or written agreement that was fully executed by the "Named Insured" prior to the performance of the "Named Insured' s" work that is the subject of such written contract or written agreement . Coverage afforded for such construction project will not be broader than the scope of insurance agreed to by the "Named Insured" in such written contract or written agreement . Total Designated Construction Project(s)Aggregate Limit: $ 5, 0 0 0, 0 0 0 A. For all sums which the insured becomes legally obligated to pay as damages caused by occurrences under Section I - Coverage A, and for all medical expenses caused by accidents under Section I - Coverage C, which can be attributed only to ongoing operations at a single designated construction project shown in the SCHEDULE above: 1. A separate Designated Construction Project General Aggregate Limit applies to each designated construction project, and that limit is equal to the amount of the General Aggregate Limit shown in the Declarations. 2. The Designated Construction Project General Aggregate Limit is the most we will pay for the sum of all damages under Section I - Coverage A, except damages because of bodily injury or property damage included in the products-completed operations hazard, and for medical expenses under Section I -Coverage C regardless of the number of: a. Insureds; b. Claims made or suits brought; or C. Persons or organizations making claims or bringing suits. 3. The Total Designated Construction Project(s) Aggregate Limit shown in the SCHEDULE above is the most we will pay for the sum of all damages caused by occurrences under Section I - Coverage A, except damages because of bodily injury or property damage included in the products-completed operations hazard, and for all medical expenses caused by accidents under Section I - Coverage C, which can be attributed only to ongoing operations at designated construction projects. OBENV GL 324(07 13) Includes copyrighted material of Insurance Services Office,Inc. Page 1 of 2 Copyright 2013, Intact Insurance Group USA LLC E-INSURED 4. Any payments made under Coverage A for damages or under Coverage C for medical expenses will reduce the Designated Construction Project General Aggregate Limit for that designated construction project. Such payments will also reduce the Total Designated Construction Project(s) Aggregate Limit shown in the SCHEDULE above. However, such payments will not reduce: a. The General Aggregate Limit or Policy Aggregate Limit shown in the Declarations;or b. Any other Designated Construction Project General Aggregate Limit for any other designated construction project shown in the SCHEDULE above. 5. The limits shown in the Declarations for Each Occurrence, Damage To Premises Rented To You and Medical Expense continue to apply. However, instead of being subject to the General Aggregate Limit or Policy Aggregate Limit shown in the Declarations, such limits will be subject to the applicable Designated Construction Project General Aggregate Limit. B. For all sums which the insured becomes legally obligated to pay as damages caused by occurrences under Section I — Coverage A, and for all medical expenses caused by accidents under Section I — Coverage C, which cannot be attributed only to ongoing operations at a single designated construction project shown in the SCHEDULE above, any payments made under Section I — Coverage A, and for all medical expenses caused by accidents under Section I—Coverage C will: 1. Reduce the amount available under the General Aggregate Limit and Policy Aggregate Limit shown in the Declarations; and 2. Not reduce any Designated Construction Projects Aggregate Limit or the Total Designated Construction Project(s)Aggregate Limit. C. If the applicable designated construction project has been abandoned, delayed or abandoned and restarted, or if the authorized contracting parties deviate from plans, blueprints, specifications or timetables, we will deem the project to be the same construction project as it was originally listed in the SCHEDULE above. All other terms and conditions remain the same. OBENV GL 324(07 13) Includes copyrighted material of Insurance Services Office,Inc. Page 2 of 2 Copyright 2013, Intact Insurance Group USA LLC