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HomeMy WebLinkAboutCAG2024-185 - Original - JECB, LLC - 2024 Plastic Markings - 04/18/2024 FOR CITY OF KENT OFFICIAL USE ONLY Sup/Mgr: Agreement Routing Form DirAsst: • For Approvals,Signatures and Records Management Dir/Dep: KENT 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. (Print on pink or cherry colored paper) Originator: Department: Dani Hodgins for Jason Barry Public Works Date Sent: Date Required: c 04/09/2024 4/16/2024 Q Mayor or Designee to Sign. Date of Council Approval: Q Q Interlocal Agreement Uploaded to Website N/A Budqet Account Number: Grant? Yes NoF71 11115530.7497 Budget? Yes E]No Type: N/A Vendor Name: Category JECB, LLC Contract Vendor Number: Sub-Category: Original 0 4-0 Project Name: 2024 Plastic Markings cProject Details: The Consultant shall provide Construction Management Services r_ for the 2024 Plastic Markings project. c Basis for Selection of Contractor: E AgreementAmount4r($Q Other � � *Memo to Mayor must be attached � i Start Date: Date of Mayor's Signature Termination Date: June 30, 2025 Q Local Business? Yes F—]No*If meets requirements per KCC 3.70.100,please complete'Vendor Purchose-Locol Exceptions"form on Cityspace. Business License Verification: ❑Yes In-Process❑Exempt(KCC 5.01.045) ❑Authorized Signer Verified Notice required prior to disclosure? Contract Number: F—]YesF,—/]No CAG2024-185 Comments: 1A W 3 a1 --) C C 3 a, cc Date Received:City Attorney: 4/9/24 Date Routed:Mayor's Office City Clerk's Office 4/19/24 adccW22373_1_20 Visit Documents.KentWA.gov to obtain copies of all agreements rev.20221201 KENT 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: The Consultant shall provide Construction Management for the 2024 Plastic Markings Project. 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, 2025. III. COMPENSATION. A. The City shall pay the Consultant, based on time and materials, an amount not to exceed Twenty Four Thousand, Six Hundred Eighty Dollars ($24,680), for the services described in this Agreement. This is the maximum amount to be paid under this Agreement for the work described in Section I above, and shall not be exceeded without the prior written authorization of the City in the form of a negotiated and executed amendment to this agreement. The Consultant agrees that the hourly or flat rate charged by it for its services contracted for herein shall remain locked at the negotiated rate(s) for a period of one (1) year from the effective date of this Agreement. The Consultant's billing rates shall be as delineated in Exhibit A. B. The Consultant shall submit monthly payment invoices to the City for work performed, and a final bill upon completion of all services described in this Agreement. The City shall provide payment within forty-five (45) days of receipt of an invoice. If the City objects to all or any portion of an invoice, it shall notify the Consultant and reserves the option to only pay that portion of the invoice not in dispute. In that event, the parties will immediately make every effort to settle the disputed portion. C. Card Payment Program. The Consultant may elect to participate in automated credit card payments provided for by the City and its financial institution. This Program is provided as an alternative to payment by check and is available for the convenience of the Consultant. If the Consultant voluntarily participates in this Program, the Consultant will be solely responsible CONSULTANT SERVICES AGREEMENT - 1 (Over$20,000) for any fees imposed by financial institutions or credit card companies. The Consultant shall not charge those fees back to the City. IV. INDEPENDENT CONTRACTOR. The parties intend that an Independent Contractor- Employer Relationship will be created by this Agreement. By their execution of this Agreement, and in accordance with Ch. 51.08 RCW, the parties make the following representations: A. The Consultant has the ability to control and direct the performance and details of its work, the City being interested only in the results obtained under this Agreement. B. The Consultant maintains and pays for its own place of business from which the Consultant's services under this Agreement will be performed. C. The Consultant has an established and independent business that is eligible for a business deduction for federal income tax purposes that existed before the City retained the Consultant's services, or the Consultant is engaged in an independently established trade, occupation, profession, or business of the same nature as that involved under this Agreement. D. The Consultant is responsible for filing as they become due all necessary tax documents with appropriate federal and state agencies, including the Internal Revenue Service and the state Department of Revenue. E. The Consultant has registered its business and established an account with the state Department of Revenue and other state agencies as may be required by the Consultant's business, and has obtained a Unified Business Identifier (UBI) number from the State of Washington. 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 MA]EURE. Neither party shall be liable to the other for breach due to delay or failure in performance resulting from acts of God, acts of war or of the public enemy, riots, pandemic, fire, flood, or other natural disaster or acts of government ("force majeure event"). Performance that is prevented or delayed due to a force majeure event shall not result in liability to the delayed party. Both parties represent to the other that at the time of signing this Agreement, they are able to perform as required and their performance will not be prevented, hindered, or delayed by the current COVID-19 pandemic, any existing state or national declarations of emergency, or any current social distancing restrictions or personal protective equipment requirements that may be required under federal, state, or local law in response to the current pandemic. If any future performance is prevented or delayed by a force majeure event, the party whose performance is prevented or delayed shall promptly notify the other party of the existence and nature of the force majeure event causing the prevention or delay in performance. Any excuse from liability shall be effective only to the extent and duration of the force majeure event causing the prevention or delay in performance and, provided, that the party prevented or delayed has not caused such event to occur and continues to use diligent, good faith efforts to avoid the effects of such event and to perform the obligation. Notwithstanding other provisions of this section, the Consultant shall not be entitled to, and the City shall not be liable for, the payment of any part of the contract price during a force majeure event, or any costs, losses, expenses, damages, or delay costs incurred by the Consultant due to a force majeure event. CONSULTANT SERVICES AGREEMENT - 2 (Over$20,000) Performance that is more costly due to a force majeure event is not included within the scope of this Force Majeure provision. If a force majeure event occurs, the City may direct the Consultant to restart any work or performance that may have ceased, to change the work, or to take other action to secure the work or the project site during the force majeure event. The cost to restart, change, or secure the work or project site arising from a direction by the City under this clause will be dealt with as a change order, except to the extent that the loss or damage has been caused or exacerbated by the failure of the Consultant to fulfill its obligations under this Agreement. Except as expressly contemplated by this section, all other costs will be borne by the Consultant. VII. DISCRIMINATION. In the hiring of employees for the performance of work under this Agreement or any subcontract, the Consultant, its subcontractors, or any person acting on behalf of the Consultant or subcontractor shall not, by reason of race, religion, color, sex, age, sexual orientation, national origin, or the presence of any sensory, mental, or physical disability, discriminate against any person who is qualified and available to perform the work to which the employment relates. The Consultant shall execute the attached City of Kent Non-Discrimination Policy Declaration and comply with City Administrative Policy 1.2. VIII. INDEMNIFICATION. The Consultant shall defend, indemnify and hold the City, its officers, officials, employees, agents and volunteers harmless from any and all claims, injuries, damages, losses or suits, including all legal costs and attorney fees, arising out of or in connection with the Consultant's performance of this Agreement, except for that portion of the injuries and damages caused by the City's negligence. The City's inspection or acceptance of any of the Consultant's work when completed shall not be grounds to avoid any of these covenants of indemnification. Should a court of competent jurisdiction determine that this Agreement is subject to RCW 4.24.115, then, in the event of liability for damages arising out of bodily injury to persons or damages to property caused by or resulting from the concurrent negligence of the Consultant and the City, its officers, officials, employees, agents and volunteers, the Consultant's duty to defend, indemnify, and hold the City harmless, and the Consultant's liability accruing from that obligation shall be only to the extent of the Consultant's negligence. IT IS FURTHER SPECIFICALLY AND EXPRESSLY UNDERSTOOD THAT THE INDEMNIFICATION PROVIDED HEREIN CONSTITUTES THE CONSULTANT'S WAIVER OF IMMUNITY UNDER INDUSTRIAL INSURANCE, TITLE 51 RCW, SOLELY FOR THE PURPOSES OF THIS INDEMNIFICATION. THE PARTIES FURTHER ACKNOWLEDGE THAT THEY HAVE MUTUALLY NEGOTIATED THIS WAIVER. In the event the Consultant refuses tender of defense in any suit or any claim, if that tender was made pursuant to this indemnification clause, and if that refusal is subsequently determined by a court having jurisdiction (or other agreed tribunal) to have been a wrongful refusal on the Consultant's part, then the Consultant shall pay all the City's costs for defense, including all reasonable expert witness fees and reasonable attorneys'fees, plus the City's legal costs and fees incurred because there was a wrongful refusal on the Consultant's part. The provisions of this section shall survive the expiration or termination of this Agreement. IX. INSURANCE. The Consultant shall procure and maintain for the duration of the Agreement, insurance of the types and in the amounts described in Exhibit B attached and incorporated by this reference. X. EXCHANGE OF INFORMATION. The City will provide its best efforts to provide reasonable accuracy of any information supplied by it to the Consultant for the purpose of completion of the work under this Agreement. XI. OWNERSHIP AND USE OF RECORDS AND DOCUMENTS. Original documents, drawings, designs, reports, or any other records developed or created under this Agreement shall belong to and CONSULTANT SERVICES AGREEMENT - 3 (Over$20,000) become the property of the City. All records submitted by the City to the Consultant will be safeguarded by the Consultant. The Consultant shall make such data, documents, and files available to the City upon the City's request. The Consultant acknowledges that the City is a public agency subject to the Public Records Act codified in Chapter 42.56 of the Revised Code of Washington. As such, the Consultant agrees to cooperate fully with the City in satisfying the City's duties and obligations under the Public Records Act. The City's use or reuse of any of the documents, data, and files created by the Consultant for this project by anyone other than the Consultant on any other project shall be without liability or legal exposure to the Consultant. XII. CITY'S RIGHT OF INSPECTION. Even though the Consultant is an independent contractor with the authority to control and direct the performance and details of the work authorized under this Agreement, the work must meet the approval of the City and shall be subject to the City's general right of inspection to secure satisfactory completion. XIII. WORK PERFORMED AT CONSULTANT'S RISK. The Consultant shall take all necessary precautions and shall be responsible for the safety of its employees, agents, and subcontractors in the performance of the contract work and shall utilize all protection necessary for that purpose. All work shall be done at the Consultant's own risk, and the Consultant shall be responsible for any loss of or damage to materials, tools, or other articles used or held for use in connection with the work. XIV. MISCELLANEOUS PROVISIONS. A. Recyclable Materials. Pursuant to Chapter 3.80 of the Kent City Code, the City requires its contractors and consultants to use recycled and recyclable products whenever practicable. A price preference may be available for any designated recycled product. B. Non-Waiver of Breach. The failure of the City to insist upon strict performance of any of the covenants and agreements contained in this Agreement, or to exercise any option conferred by this Agreement in one or more instances shall not be construed to be a waiver or relinquishment of those covenants, agreements or options, and the same shall be and remain in full force and effect. C. Resolution of 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 (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 agrees to cooperate fully with the City in satisfying the City's duties and obligations under the Public Records Act. J. City Business License Required. Prior to commencing the tasks described in Section I, Contractor agrees to provide proof of a current city of Kent business license pursuant to Chapter 5.01 of the Kent City Code. CONSULTANT SERVICES AGREEMENT - 5 (Over$20,000) K. Counterparts and Signatures by Fax or Email. This Agreement may be executed in any number of counterparts, each of which shall constitute an original, and all of which will together constitute this one Agreement. Further, upon executing this Agreement, either party may deliver the signature page to the other by fax or email and that signature shall have the same force and effect as if the Agreement bearing the original signature was received in person. IN WITNESS, the parties below execute this Agreement, which shall become effective on the last date entered below. All acts consistent with the authority of this Agreement and prior to its effective date are ratified and affirmed, and the terms of the Agreement shall be deemed to have applied. CONSULTANT: CITY OF KENT: By: A, av��- By Print ame: Print Name: Dana Ralph Its Te-a„n7 L"I �1 !-�,r Its Mayor DATE: DATE: 04/18/2024 NOTICES TO BE SENT TO: NOTICES TO BE SENT TO: CONSULTANT: 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) (253) 856-5500 (telephone) JECBoffice@gmail.com (email) PublicWorks@KentWa.gov (email) APPROVED AS TO FORM: kei t Law DepaRyient ATTEST: k�;u 9-A Kent City Clerk F=1AdminlCantractsl0ani CONSULTANT SERVICES AGREEMENT - 6 (Over$20,000) 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. By: For: 3 IF.0 , Title: Date: _- ` /s/Z� 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 Geotechnical Engineering Date: 3-4-24 Special Inspections Project:City of Kent-2024 JECB Materials Testing Plastic Markings Construction Inspections File#: CITY OF KENT 220-4th Avenue S. Kent,WA 98032-5895 Re: Proposed Scope of Services for"2024-Plastic Markings Contract" Attn: Mr.Jason Berry,Construction Engineering Supervisor After reviewing the project plans and specifications we have compiled a list of items that we feel will be required for our successful completion of this contract.Below please find a list of services and their brief scope that we will provide for this contract.Our personnel will perform Construction Project Management. Anticipated Construction Management Services: • Serve as a construction representative,attend and/or conduct all on site project meetings,perform project coordination with all pertinent parties,respond to property owner and contractor conflicts. • Communicate with the public, as necessary; investigate and resolve construction complaints; communicate with departments,personnel,and outside agencies to coordinate efforts and exchange information. • Maintain a construction file,keeping files in order,logs and construction records,employee's work assignments and inspection actives,including daily reports,field measurement sheets,etc. • Ensure appropriate quality control and inspection is in compliance with plans, codes, and regulations,utilization of WSDOT construction standards • Furnish weekly updates of the contractor's progress of work completed and of compliance with the progress schedule,quantity tracking and measurement of bid items,prepare progress pay estimates, review and negotiation of force account work. • Review of Plans and Specifications,engineering design conflict resolution,propose resolution of in- field constructability problems,quality control and assurance. • Review preliminary and final contract plans,specifications and submittals with appropriate staff for correctness,completeness and constructability. JECB has been performing Construction Management services in the south Puget Sound region for 15 plus years. We have successfully completed numerous large federal and city projects with similar scope to the current project.We are amply staffed to provide excellent services in a timely manner for this project and understand the importance of flexibility when scheduling. Therefore we can respond to last minute or unanticipated scheduling needs promptly. Due to the weather sensitivity for this scope of work our flexibility to be available on short notice should adequate weather be forecast is of utmost importance. If you have any questions or if JECB can be of any further assistance please call on us at(253)405-4654. Respectfully Submitted, JECB � z Jamie Hicks Phone:(253)405-4654 Email:jecboffice@gmail.com PO Box 832 Auburn WA 98071 Geotechnical Engineering Date: 3-4-24 Special Inspections Project:City of Kent-2024 JECB Materials Testing Plastic Markings Construction Inspections File#: Schedule of Fees&Services, SCHEDULE A Estimated Services- PROFESSIONAL SERVICES Price Hours Administrative Services $60.00 I Per hour 30 $1,800.00 Construction/Project Manager 1 $115.001 per hour 1 192 1 $22,080.00 M.Hicks Mileage $50.00 per trip 16 $800.00 ESTIMATED PROJECT TOTAL TOTAL $24,680.00 —Overtime rates(1.5)apply for all work-over 8 hrs per shift,before 7am,after 5 pm,holidays,or weekend Contract only executed after specific Notice to Proceed(NTP)received from City of Kent. Phone:(253)405-4654 Email:jecboffice@gmail.com PO Box 832 Auburn WA 98071 Exhibit B Insurance Requirements Insurance The Contractor 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 Contractor, their agents, representatives, employees, or subcontractors. A. Minimum Scope of Insurance Contractor shall obtain insurance of the types described below: Commercial General Liability insurance shall be written on Insurance Services Office (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 Commercial General Liability insurance shall be endorsed to provide the Aggregate Per Project Endorsement ISO form CG 25 03 11 85. The City shall be named as an insured under the Contractor'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. The Contractor may use Umbrella or Excess Policies to provide the liability limits as required in this Agreement. This form of insurance will be acceptable if all the Primary and Umbrella or Excess Policies shall provide all the insurance coverages herein required. The Umbrella or Excess policies shall be provided on a true "following form" or broader coverage basis, with coverage at least as broad as provided on the underlying Commercial General Liability insurance. Automobile Liability insurance providing bodily injury and property damage liability coverage for all owned, non-owned, hired, and leased vehicles used in the performance of this Agreement. This coverage must be on a primary and non-contributory basis only. Coverage shall be written on 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. Workers' Compensation coverage for the employees of Contractor and subcontractors as required by the Industrial Insurance laws of the State of Washington. Professional Liability or Errors & Omissions insurance appropriate to the Consultant's profession. B. Minimum Amounts of Insurance Contractor shall maintain the following insurance limits: Commercial General Liability insurance shall be written with limits no less than $2,000,000 per occurrence, $4,000,000 general aggregate, and $2,000,000 products-completed operations aggregate limit. Primary Non-Contributory Additional Insured coverage for the City of Kent, et. al. Stop Gap Liability - $1,000,000/$1,000,000/$1,000,000 Waiver of Subrogation Automobile Liability insurance with a minimum combined single limit for bodily injury and property damage of $2,000,000 per occurrence. Professional Liability or Errors & Omissions insurance shall be written with limits no less than $2,000,000 per claim and $2,000,000 policy aggregate limit. If the Contractor maintains broader coverage and/or higher limits than the minimums shown above, the City requires and shall be entitled to the broader coverage and/or the higher limits maintained by the Contractor. Any available insurance proceeds in excess of the specified minimum limits of insurance and coverage shall be available to the City. The above policy limits may be obtained with excess liability (umbrella) insurance. C. Other Insurance Provisions The insurance policies are to contain, or be endorsed to contain, the following provisions for Commercial General Liability and Automobile Liability insurance: 1. The Contractor's insurance coverage shall be primary insurance with respect to the City. Any insurance, self-insurance, or insurance pool coverage maintained by the City shall be in excess of the Contractor's insurance policies and shall not contribute to the Contractor's insurance policies. 2. Contractor's insurer must deliver, or mail written notice of cancellation to the named insured at least forty-five (45) days before the effective date of the cancellation. The Contractor's insurance policy shall include an endorsement that provides the City with written notice of cancellation forty-five (45) days before the effective date of the cancellation. If Contractor's insurer fails to provide the City with a copy of the notice of cancellation endorsement, the Contractor must notify the City of any cancellation, nonrenewal or termination within two (2) business days of their receipt of such notice. 3. The City of Kent shall be named as an additional insured on all policies (except Professional Liability) with respect to work performed by or on behalf of the Contractor and a copy of the endorsement naming the City as an 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 Contractor's Commercial General Liability insurance shall also contain a clause stating that coverage shall apply separately to each insured against whom claims are made or suit is brought, except with respect 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 Contractor 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. The City waives no rights, and the Contractor is not excused from performance if Contractor fails to provide the City with a copy of the endorsements naming the City as a Primary Non-Contributory Additional Insured. F. Subcontractors Contractor shall include all subcontractors as insureds under its policies or shall furnish separate certificates and endorsements for each subcontractor. All coverage for subcontractors shall be subject to all the same insurance requirements as stated herein for the Contractor. DATE(MMIDDIYYYY) ACOR" CERTIFICATE OF LIABILITY INSURANCE �� 08/01/2023 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: Liberty Mutual Insurance AICNNo Ext: 800-962-7132 FAX No: 800-845-3666 PO Box 188065 E-MAIL usnesservce Libert ADDRESS: gi S i Mutual.com C Y INSURER(S)AFFORDING COVERAGE NAIC# Fairfield OH 45018 INSURERA: Ohio Security Insurance Company 24082 INSURED INSURER B: Jecb Llc INSURER C: Po Box 832 INSURER D: INSURER E: Auburn WA 98071 INSURER F: COVERAGES CERTIFICATE NUMBER: 0274797505 REVISION NUMBER: 2016-03 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 EFF POLICY EXP LIMITS LTR INSD WVD POLICY NUMBER MM/DDIYYYY MM/DD/YYYY X COMMERCIAL GENERAL LIABILITY EACH OCCURRENCE $ 2,000,000 CLAIMS-MADE OCCUR PREM SESOEa oNcurrDence $ 2,000,000 X Businessowners MED EXP(Any one person) $ 15,000 A X BZS56778701 06/26/2023 06/26/2024 PERSONAL&ADV INJURY $ 2,000,000 GEN'L AGGREGATE LIMIT APPLIES PER: GENERAL AGGREGATE $ 4,000,000 X POLICY jE LOC PRODUCTS-COMP/OP AGG $ 4,000,000 OTHER: $ AUTOMOBILE LIABILITY (CEO,accidentMBINED SINGLE LIMIT $ 2,000,000 ANY AUTO BODILY INJURY(Per person) $ A OWNED SCHEDULED BZS56778701 06/26/2023 06/26/2024 BODILY INJURY(Per accident) $ AUTOS ONLY AUTOS X HIRED Ix NON-OWNED PROPERTY DAMAGE $ AUTOS ONLY AUTOS ONLY Per accident UMBRELLALIAB OCCUR EACH OCCURRENCE $ EXCESS LIAB CLAIMS-MADE AGGREGATE $ DED RETENTION$ $ WORKERS COMPENSATION PER OTH- AND EMPLOYERS'LIABILITY STATUTE ER A OFFICER//MEMBEREXCLUDED?ECUTIVE Y❑ N/A BZS56778701 - Stop Gap 06/26/2023 06/26/2024 E.L.EACH ACCIDENT $ 2,000,000 (Mandatory in NH) E.L.DISEASE-EA EMPLOYEE $ 2,000,000 If yes,describe under DESCRIPTION OF OPERATIONS below E.L.DISEASE-POLICY LIMIT $ 2,000,000 DESCRIPTION OF OPERATIONS/LOCATIONS I VEHICLES (ACORD 101,Additional Remarks Schedule,may be attached if more space is required) "See Additional Remarks— CERTIFICATE HOLDER CANCELLATION SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN City of Kent Engineering Division/Public Works Dept ACCORDANCE WITH THE POLICY PROVISIONS. 220 Fourth AM AUTHORIZED REPRESENTATIVE Kent WA 98032 Curtis Luken ©1988-2015 ACORD CORPORATION. All rights reserved. ACORD 25(2016/03) The ACORD name and logo are registered marks of ACORD AGENCY CUSTOMER ID: 56778701 LOC#: AC"J?" ADDITIONAL REMARKS SCHEDULE Page 1 of 1 AGENCY NAMED INSURED Liberty Mutual Insurance Jecb Llc POLICY NUMBER Po Box 832 BZS56778701 Auburn WA 98071 CARRIER NAIC CODE Ohio Security Insurance Company 24082 EFFECTIVE DATE: 06/26/2023 ADDITIONAL REMARKS THIS ADDITIONAL REMARKS FORM IS A SCHEDULE TO ACORD FORM, FORM NUMBER: 0025 FORM TITLE: 2016-03 City of Kent Engineering Division/Public Works Dept is Additional Insured if required by written contract or written agreement,subject to Businessowners Liability Extension,Blanket Additional Insured Provision.30*Day Notice of Cancellation*10 Day Notice of Cancellation for Cancellation for Non-Payment of Premium ACORD 101 (2008101) ©2008 ACORD CORPORATION. All rights reserved. INS101 (200801) The ACORD name and logo are registered marks of ACORD Professional Liability and Pollution Incident Liability Insurance CNAPolicy Declaration POLICY DECLARATIONS NOTICE: THIS PROFESSIONAL LIABILITY AND POLLUTION INCIDENT LIABILITY INSURANCE POLICY IS WRITTEN ON A "CLAIMS-MADE AND REPORTED" BASIS AND APPLIES ONLY TO THOSE CLAIMS FIRST MADE AGAINST AN INSURED AND REPORTED TO THE INSURER IN ACCORDANCE WITH THE SECTION OF THE POLICY ENTITLED CONDITIONS, THE CONDITION ENTITLED THE INSURED'S DUTIES IF THERE IS A CLAIM. POLICY INFORMATION PRODUCER INFORMATION I Ad Prefix: MCH Agency: 056125 Policy Number: 591896631 Insurance is Provided by: Branch: 970 Continental Casualty Company IIr151 North Franklin Street, Chicago, IL 60606 Named Insured: Address: JECB P.O. Box 832 JECB, Inc. Auburn, WA 98071 JECB - Jason Engineering & Consulting Business, Inc. Jason Engineering & ConsultingBusiness, Inc. . - • -KNOWLEDGE DATE 12/31/2023 to 12/31/2024 at 12:01 a.m. Standard Time 12/31/2015 at the Named Insured's address shown above. 4=1911191111:144M $5,000 Purchased Deductible N/A Deductible Credit $5,000 Per claim Deductible (including claim expenses) N/A Aggregate Deductible per policy year(including claim expenses) LIMITS OF $2,000,000 Each claim Limit of Liability (including claim expenses) $2,000,000 Aggregate Limit of Liability per policy year(including claim expenses) $2,000,000 Each design defect circumstance Limit of Liability $2,000,000 Aggregate design defect circumstance Limit of Liability per policy year $2,000,000 Each claim death or disability and non-practicing extended reporting period Limit of Liability (including claim expenses) $2,000,000 Aggregate death or disability and non-practicing extended reporting period Limit of Liability (including claim expenses) Form No:CNA79035XX(11-2022) Policy No: MCH591896631 Policy Declaration Page 1 of 2 Policy Effective Date: 12/31/2023 Underwriting Company:Continental Casualty Company Policy Page: 1 of 24 151 North Franklin Street,Chicago, IL 60606 ©Copyright CNA All Rights Reserved. CIVA Policy Declaration . INCEPTION DATO 10/12/2006 is the date of the first policy issued to the Named Insured and continuously renewed by the Insurer. 1! • • - • VolAd ,500 is the 0 Total Billings or the ❑ Total Contract Values ■ ' W Premium $12,196.00 INSTALLMENT PREMIUM PAYMEN; Installment Premium Payment $12,196.00 Due 01/30/2024 06 POLICY FORM AND ENDORSEMENTS ATTACHED AT EFFECTIVE DATE: -j CNA79035XX (11/2022) Professional Liability and Pollution Incident Liability Insurance Policy Declaration CNA79168WA (04/2020) Cancellation/Non-Renewal Endorsement-Washington CNA79169WA (04/2020) Amendatory Endorsement -Washington CNA79034XX (11/2022) Professional Liability and Pollution Incident Liability Insurance Policy By: Authorized Representative By: Countersignature (if required) Form No:CNA79035XX(11-2022) Policy No: MCH591896631 Policy Declaration Page 2 of 2 Policy Effective Date: 12/31/2023 Underwriting Company:Continental Casualty Company Policy Page: 2 of 24 151 North Franklin Street,Chicago, 160606 Copyright CNA All Rights Reserved. Professional Liability and Pollution Incident Liability Insurance CIVA Policy POLICYPROFESSIONAL LIABILITY AND POLLUTION INCIDENT LIABILITY INSURANCE THIS PROFESSIONAL LIABILITY AND POLLUTION INCIDENT LIABILITY INSURANCE POLICY IS WRITTEN ON A "CLAIMS-MADE AND REPORTED" BASIS AND APPLIES ONLY TO THOSE CLAIMS FIRST MADE AGAINST AN INSURED AND REPORTED TO THE INSURER IN ACCORDANCE WITH THE SECTION OF THE POLICY ENTITLED CONDITIONS, THE CONDITION ENTITLED THE INSURED'S DUTIES IF THERE IS A CLAIM. 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 DEFINITIONS section of the Policy. The Insurer and the Insured agree as follows: I. COVERAGE A. INSURING AGREEMENTS 1. Professional Liability The Insurer will pay all amounts in excess of the deductible up to the limit of liability that the Insured becomes legally obligated to pay because of a claim as a result of a wrongful act in the performance of professional services, provided that: a. on the knowledge date, none of the Insured's directors, officers, principals, partners, or insurance managers knew of any wrongful act that could reasonably be expected to become the basis of such claim; and b. such claim is first made against the Insured during the policy year and reported to the Insurer in accordance with section VI, CONDITIONS, paragraph B., The Insured's Duties if There is a Claim. Except as set forth in the section VI, CONDITIONS, paragraph C., The Insured's Rights and Duties In the Event of a Circumstance, a claim is considered first made on the earlier of the Insured's receipt of the claim or the Insurer's receipt of notice of the claim. 2. Pollution Incident Liability The Insurer will pay all amounts in excess of the deductible up to the limit of liability that the Insured becomes legally obligated to pay because of a claim as a result of a pollution incident arising out of: a. the Insured's activities or the activities of any person or entity for whom the Insured is liable; b. a covered location; or c. a non-owned disposal site, provided that: i. on the knowledge date, none of the Insured's 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 claim; and ii. such claim is first made against the Insured during the policy year and reported to the Insurer in accordance with section VI, CONDITIONS, paragraph B., The Insured's Duties if There is a Claim. Except as set forth in the section VI, CONDITIONS, paragraph C., The Insured's Rights and Duties In the Event of a Circumstance, a claim is considered first made on the earlier of the Form No:CNA79034XX(11-2022) Policy No: MCH591896631 Policy Page 1 of 17 Policy Effective Date: 12/31/2023 Underwriting Company:Continental Casualty Company Policy Page: 3 of 24 151 North Franklin Street,Chicago, 160606 Copyright CNA All Rights Reserved. Professional Liability and Pollution Incident Liability Insurance CNAPolicy Insured's receipt of the claim or the Insurer's receipt of notice of the claim. The Insurer will also pay claim expenses in connection with such covered claim. Claim expenses are included within and reduce the limits of liability. B. SUPPLEMENTAL INSURING AGREEMENT— RECTIFICATION EXPENSE The Insurer will reimburse the Named Insured for rectification expense in excess of the deductible and up to the applicable design defect circumstance limit of liability, provided that: 1. the Insured reports the design defect circumstance as soon as practicable during the policy year and in accordance with the Section of the Policy entitled CONDITIONS, the condition entitled The Insured's Rights and Duties in the Event of a Circumstance; 2. the Insured demonstrates to the Insurer's satisfaction that there is a design defect which is reasonably likely to give rise to a claim covered under this Policy; 3. the Insured provides the Insurer with details of the action being contemplated by the Insured to minimize any potential liability arising out of such design defect circumstance and the amount of rectification expense that is contemplated in connection with such action as soon as practicable during the policy year or within sixty (60) days of the expiration of the policy year; 4. prior to incurring any rectification expense, the Insurer consents in writing to such rectification expense; provided that such consent is not required if the Insured can establish that an emergency response was necessary; 5. in the event a claim is made arising out of a design defect circumstance, then the Insurer may, at its sole discretion, cease paying further rectification expense associated with such design defect circumstance; and 6. such design defect circumstance does not arise out of the same or similar design defect circumstances for which reimbursement expenses have been requested or paid. Such rectification expense will be reimbursed within ninety (90) days of the Insured's submission of a proof of loss of such rectification expense which was consented to by the Insurer. In the event that the Insurer and the Named Insured do not agree that the Insured's proposed rectification expense is reasonable, then the Insured and the Insurer agree to submit such dispute to any form of alternative dispute resolution acceptable to both parties. Should the Named Insured 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. C. DEFENSE AND SETTLEMENT 1. The Insurer has the right and duty to defend any claim against the Insured seeking amounts that are payable under the terms of this Policy, even if any of the allegations of the claim are groundless, false or fraudulent. The Insurer will designate or, at its option, approve counsel to defend the claim. The Insurer is not obligated to defend any claim or pay any amounts after the applicable limit of liability has been exhausted. 2. The Insurer will not settle any claim without the informed consent of the first Named Insured. 3. If a claim 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 substantial relationship to the Insured or the claim. Form No:CNA79034XX(11-2022) Policy No: MCH591896631 Policy Page 2 of 17 Policy Effective Date: 12/31/2023 Underwriting Company:Continental Casualty Company Policy Page: 4 of 24 151 North Franklin Street,Chicago, 160606 Copyright CNA All Rights Reserved. Professional Liability and Pollution Incident Liability Insurance CNAPolicy II. SUPPLEMENTARY PAYMENTS Except as noted in subparagraph D. 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. A. Crisis Event Expenses The Insurer will reimburse the Named Insured up to 50% of crisis event expenses up to a maximum of $15,000 per crisis event, subject to a maximum reimbursement by the Insurer of$50,000 per policy year for all crisis events, for crisis event expenses incurred as a result of a crisis event that occurs during the policy term. B. Pre-claims Assistance Until the date a claim 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 circumstance that the Insured reports in accordance with the Section of the Policy entitled CONDITIONS, the condition entitled The Insured's Rights and Duties in the Event of a Circumstance. C. Defendant Reimbursement If the Insurer requests the Insured's 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 claim. D. ADA, FHA, and OSHA The Insurer will reimburse the Insured for legal fees and expenses up to $35,000 per policy year in responding to regulatory or administrative actions brought directly against the Insured 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: 1. are first commenced during the policy year; 2. arise out of the performance of professional services; and 3. 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 claim expenses and will be subject to the Insured's deductible and be included in the limits of liability for the policy year in which the action was commenced. The Insurer will not be responsible for any fines or penalties. E. Disciplinary Proceedings The Insurer will reimburse the Insured up to $25,000 in the aggregate per policy year, regardless of the number of disciplinary proceedings, for attorney fees and other reasonable costs, expenses or fees incurred by the Insured with the Insurer's prior written consent in responding to a disciplinary proceeding commenced against the Insured during the policy year, provided that such disciplinary proceeding is reported to the Insurer during such policy year- F. Dodd-Frank Fees and Expenses The Insurer will reimburse the Insured for legal fees and expenses up to $50,000 per policy year in responding to regulatory or administrative actions brought directly against the Insured 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: 1. are first commenced during the policy year; 2. arise out of the performance of professional services; 3. do not arise out of services performed by the Insured as a "municipal advisor" as defined in Form No:CNA79034XX(11-2022) Policy No: MCH591896631 Policy Page 3 of 17 Policy Effective Date: 12/31/2023 Underwriting Company:Continental Casualty Company Policy Page: 5 of 24 151 North Franklin Street,Chicago, 160606 Copyright CNA All Rights Reserved. Professional Liability and Pollution Incident Liability Insurance CNAPolicy Dodd-Frank; and 4. 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. III. DEFINITIONS Bodily injury means bodily injury, sickness, disease, mental anguish, or emotional distress sustained by a person, including death resulting from any of these at any time. Circumstance means an event reported to the Insurer during the policy term from which the Insured reasonably expects that a claim could be made. Claim means a demand for money or services, naming the Insured and alleging a wrongful act or pollution incident. Claim expenses mean: 1. fees charged by an attorney designated or approved by the Insurer to represent the Insured; 2. all other fees, costs, and expenses resulting from the investigation, adjustment, defense, and appeal of a claim, if incurred by: a. the designated attorney, b. the Insurer, or c. the Insured, with the Insurer's prior written consent; and 3. premiums for bonds posted in connection with an appeal. However, the Insurer is not obligated to apply for or furnish any such bonds. Claim expenses 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 Insured with the Insured's prior consent. Covered location means a location that is scheduled onto this Policy as a covered location by endorsement issued by the Insurer. Covered location also includes the address shown on the Declarations. Covered location does not include a location that has been sold, given away or abandoned by the Named Insured or that has been condemned, or a rented location where the lease has expired without renewal or has been terminated. Crisis event means any: 1. wrongful act or pollution incident; 2. death, departure, or debilitating illness of a partner, officer, director or member of the Named Insured; 3. potential dissolution of the Named Insured for any reason other than bankruptcy; or 4. violent act, kidnapping, sexual assault, criminal firearm use or workplace accident resulting in negative local or national media coverage of the Named Insured, that the Named Insured reasonably believes will have a material adverse effect upon the Named Insured's reputation. Crisis event expenses mean reasonable fees, costs and expenses incurred by the Named Insured for consulting services provided by a public relations firm to the Named Insured in response to a crisis event, but only for up to sixty (60) days following a crisis event_ Design defect means a wrongful act, 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 contractors' requests for payment. Form No:CNA79034XX(11-2022) Policy No: MCH591896631 Policy Page 4 of 17 Policy Effective Date: 12/31/2023 Underwriting Company:Continental Casualty Company Policy Page: 6 of 24 151 North Franklin Street,Chicago, 160606 Copyright CNA All Rights Reserved. Professional Liability and Pollution Incident Liability Insurance CNAPolicy Design defect circumstance means a circumstance arising out of a design defect for which the Insured has requested reimbursement of a rectification expense from the Insurer. Disciplinary proceeding 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 professional services. Domestic partner means any person qualifying as such under any federal, state or local laws or under the Insured's employee benefit plans. Emergency response means an action taken by the Insured to rectify a design defect that prevents imminent bodily injury and/or material physical injury to, or destruction of, tangible property due to that design defect, which is otherwise insured under this Policy. Extended reporting period means the period of time after the end of the policy term for reporting claims to the Insurer that are first made against the Insured during the applicable extended reporting period arising out of: 1. a wrongful act that took place prior to the end of the policy term that is otherwise covered by this Policy; or 2. activities that took place prior to the end of the policy term that result in a pollution incident that is otherwise covered by this Policy. Fungi 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. Hostile fire means a fire that becomes uncontrollable or breaks out from where it was intended to be. Insured means the Named Insured, a newly acquired subsidiary and: 1. any current partner, officer, director, member, stockholder or employee of the Named Insured or newly acquired subsidiary during the policy term, but only while acting within the scope of their duties for the Named Insured or newly acquired subsidiary; 2. any current leased or contracted personnel, but only while acting within the scope of their duties for the Named Insured or newly acquired subsidiary; 3. any retired or past partner, officer, director, member, stockholder or employee or leased or contracted personnel of the Named Insured or newly acquired subsidiary, but only for professional services or activities performed for or on behalf of, at the request of, and for the benefit of the Named Insured or newly acquired subsidiary; and 4. solely with respect to Insuring Agreement A.2., Pollution Incident Liability, any client or project owner for whom the Named Insured performs activities, provided that: a. a written contract or agreement is in effect between the Named Insured and a client or project owner under which the Named Insured assumes the tort liability of the client or project owner to pay compensatory damages to a third party for a pollution incident; b. such pollution incident is caused by the Named Insured's activities, or the activities of any person or entity for whom the Named Insured is liable; and c. such written contract or agreement is executed prior to the pollution incident, and: I. incorporates an enforceable indemnity provision pertinent to the pollution incident; or ii. requires such client or project owner to be made an additional insured under the Policy that insures the Named Insured against pollution incidents. For purposes of this definition only, "tort liability" means liability for a civil or private wrong imposed by Form No:CNA79034XX(11-2022) Policy No: MCH591896631 Policy Page 5 of 17 Policy Effective Date: 12/31/2023 Underwriting Company:Continental Casualty Company Policy Page: 7 of 24 151 North Franklin Street,Chicago, 160606 Copyright CNA All Rights Reserved. Professional Liability and Pollution Incident Liability Insurance CNAPolicy law in the absence of any contract or agreement. Insured does not include the estates, heirs, legal representatives, assigns, spouses, and any domestic partner of any natural person within the definition of Insured. However, coverage is afforded to such persons or entities under this Policy as provided in the Section of the Policy entitled CONDITIONS, the condition entitled Estates, Legal Representatives, and Spouses. Knowledge date means the date set forth on the Declarations as the Knowledge Date. Leased or contracted personnel means any natural person who is working under the direct control and supervision of the Named Insured or newly acquired subsidiary as a substitute for a permanent employee on leave, or to meet seasonal or short-term workload conditions. Leased or contracted personnel does not include a subconsultant or subcontractor. Microbe means any non-fungal microorganism or non-fungal, colony-form organism that causes infection or disease. Microbe 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 microbes. But microbe does not mean microbes that were transmitted directly from person to person. Named Insured means the persons or entities identified on the Declarations as the Named Insured. Newly acquired subsidiary means any entity, newly formed or acquired by a Named Insured during the policy term, in which such Named Insured has more than a 50% legal or beneficial interest. However, no such entity will be deemed a newly acquired subsidiary beyond ninety (90) days after the Named Insured acquires or forms it. For coverage to continue beyond the first ninety (90) days, the following conditions apply: 1. within ninety (90) days of such formation or acquisition, the Named Insured must provide the Insurer with full particulars of such newly acquired subsidiary; 2. after receipt of such notice, the Insurer must agree to endorse this Policy to insure such newly acquired subsidiary; and 3. the Named Insured 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 claims made against a newly acquired subsidiary only if, prior to the acquisition date or formation date, none of the Insured's, directors, officers, principals, partners, or insurance managers of the Named Insured or such newly acquired subsidiary knew of any act, error, omission, or event that could reasonably be expected to become the basis of that claim. Non-owned disposal site means a location not owned, operated, leased or rented by the Insured that is used by the Named Insured for the treatment, storage or disposal of wastes or materials that are generated by activities performed by or on behalf of the Named Insured, provided that: 1. 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 2. 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. Nuclear facility means the site where a nuclear reactor is located or where nuclear waste or material is disposed. Policy term 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. Policy term does not include any extended reporting period. If the length of the policy term is the same as the policy year, the terms policy term and policy year are used interchangeably herein. Form No:CNA79034XX(11-2022) Policy No: MCH591896631 Policy Page 6 of 17 Policy Effective Date: 12/31/2023 Underwriting Company:Continental Casualty Company Policy Page: 8 of 24 151 North Franklin Street,Chicago, 160606 Copyright CNA All Rights Reserved. Professional Liability and Pollution Incident Liability Insurance CNAPolicy Policy year means the period of one year following the effective date of the policy term or any subsequent one-year anniversary thereof if the policy term is more than one year. As permitted by individual state law, a policy year may be extended or reduced by endorsement or by termination of the Policy. Pollutants 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. Pollutants do not mean heat, smoke, vapor, soot, or fumes from a hostile fire or explosion. Pollution incident means the actual or alleged: 1. discharge, dispersal, seepage, migration, release or escape of pollutants into or upon land, the atmosphere, or any watercourse or body of water; or 2. inhalation of, ingestion of, contact with, exposure to, existence of, growth or presence of fungi or microbes, which results in bodily injury or property damage. However, a pollution incident cannot arise from any dishonest, fraudulent, criminal, malicious act or omission, or an intentional wrongdoing committed by the Insured or at the Insured's direction or with the Insured's prior knowledge. Professional services mean those services that the Insured,or any person or entity, including joint ventures, for whom the Insured is liable, performs for others on behalf of a Named Insured in the Insured's practice as an architect, engineer, interior designer, land surveyor, LEEDO green building program consultant, landscape architect, construction manager, scientist, or technical consultant. Property damage means the following: 1. 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; 2. clean-up costs incurred by a third party or mandated by any governmental entity; or 3. loss of use of tangible property that has not been physically injured or destroyed. Rectification expense means reasonable and necessary fees, costs and expenses incurred by the Named Insured for rectification of a design defect caused by professional services in any part of the construction works or engineering works for any project upon which the Insured is responsible for design. Rectification expense does not include: overhead, mark-up, profit or any fee, charge, cost, or expense incurred by any Insured for materials supplied or services performed by any Insured. Related claims mean all claims made against the Insured and arising out of: 1. a single wrongful act or related wrongful acts that are logically or causally connected by any common fact, situation, event, transaction, advice, or decision; 2. a single design defect or related design defects that are logically or causally connected by any common fact, situation, event, transaction, advice, or decision; or 3. an activity or related activities that result in a single pollution incident or multiple pollution incidents that are logically or causally connected by any common fact, situation, event, transaction, advice, or decision. Technology based services mean professional services that utilize electronic information technology, including custom software development, modification or integration; provided, however, that such technology based services are provided solely to a specific client of the Named Insured. Totally and permanently disabled means that the Insured is so disabled as to be wholly prevented from rendering professional services, provided that such disability: 1. has existed continuously for not less than six (6) months; and 2. is reasonably expected to be continuous and permanent. Form No:CNA79034XX(11-2022) Policy No: MCH591896631 Policy Page 7 of 17 Policy Effective Date: 12/31/2023 Underwriting Company:Continental Casualty Company Policy Page: 9 of 24 151 North Franklin Street,Chicago, 160606 Copyright CNA All Rights Reserved. Professional Liability and Pollution Incident Liability Insurance CNAPolicy Wrongful act means an act, error or omission that causes liability in the performance of professional services for others by the Insured or by any person or entity, including joint ventures, for which the Insured is liable. IV. EXCLUSIONS The Insurer will not defend or pay under this Policy for any claim: A. Claims by Insureds brought by the Insured or on the Insured's behalf against another Insured covered by this Policy; However, this exclusion shall not apply to claims brought by a client or project owner who qualifies as an Insured under paragraph 4. of the definition of Insured- B. Contractual Liability arising out of: 1. the Insured's actual or alleged liability under any oral or written contract or agreement, including but not limited to express warranties or guarantees; or 2. any actual or alleged liability of others that the Insured assumes under any oral or written contract or agreement. However, this exclusion shall not apply to: a. the Insured's liability that exists in the absence of such contract or agreement; or b. the Insured's liability assumed in a written contract or agreement as set forth in subparagraphs a., b. and c. of paragraph 4. of the definition of Insured. In a foreign jurisdiction where the Insured's liability to a client is predicated only on contractual liability, subparagraph 1. of this exclusion does not apply except to the extent that the Insured has agreed to pay consequential or liquidated damages; C. Faulty Workmanship arising out of any actual or alleged cost to repair or replace faulty workmanship the Insured 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 professional services; D. Liquidated Damages/Fines and Penalties/Money Due/Return of Fees for liquidated damages in excess of the Insured's liability caused by a wrongful act or a pollution incident; for fines and penalties imposed on the Insured; or for the failure or refusal of a client to pay money due the Insured; or for return of fees paid to the Insured; E. 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 nuclear facility; F. Owned Entity made against the Insured by any entity: 1. which is operated, managed, or controlled by the Insured; 2. in which the Insured has an ownership interest in excess of 49%; or 3. which wholly or partly owns, operates, or manages the Insured; Form No:CNA79034XX(11-2022) Policy No: MCH591896631 Policy Page 8 of 17 Policy Effective Date: 12/31/2023 Underwriting Company:Continental Casualty Company Policy Page: 10 of 24 151 North Franklin Street,Chicago, 160606 Copyright CNA All Rights Reserved. CPWProfessional Liability and Pollution Incident Liability Insurance Policy G. Owned, Leased or Rented Property arising out of any actual or alleged: 1. 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 Insured or by any person or entity for whom the Insured is legally liable; or 2. pollution incident at, onto or from any real or personal property owned, leased or rented by the Insured or by any person or entity for whom the Insured is legally liable; however, this exclusion shall not apply to: a. temporary storage of equipment or material at any staging or storage area that is associated with the Insured's activities; or b. pollution incidents at, onto or from a covered location of a Named Insured; H. Prior Notice arising out of any actual or alleged: 1. wrongful act, pollution incident or any matter, fact, situation, transaction, or event, for which notice was given by the Insured under any professional liability or pollution insurance coverage prior to the effective date of this Policy; or 2. other wrongful act or pollution incident whenever occurring, which is logically or causally connected by any common fact, situation, transaction, or event to the wrongful act or pollution incident specified in paragraph 1. of this exclusion; I. Sale or Distribution of Goods arising out of any actual or alleged sale or distribution of goods or products by the Insured, or by others under license from the Insured. This exclusion does not apply to furniture, furnishings or equipment created or modified specifically for a client in connection with the Insured's professional services for that client or to software created or modified specifically for a client in connection with technology based services for that client; J. 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: 1. a pollution incident 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 Named Insured: a. by an automobile, aircraft, watercraft or rolling stock during the course of activities; or b. to a non-owned disposal site; 2. amounts the Insured becomes legally obligated to pay as a result of a wrongful act for which this Policy otherwise provides coverage, even if the professional services were performed using or operating an automobile, aircraft, watercraft or rolling stock; K. Unlawful Discrimination arising out of any actual or alleged unlawful discrimination by the Insured against the Insured's personnel or employment applicants or any obligation the Insured has under any employment, workers' compensation, employers' liability, unemployment compensation, disability benefits, or other similar law; Form No:CNA79034XX(11-2022) Policy No: MCH591896631 Policy Page 9 of 17 Policy Effective Date: 12/31/2023 Underwriting Company:Continental Casualty Company Policy Page: 11 of 24 151 North Franklin Street,Chicago, 160606 Copyright CNA All Rights Reserved. Professional Liability and Pollution Incident Liability Insurance NAPolicy L. Intentional Acts arising out of any actual or alleged dishonest, fraudulent, criminal, malicious act or omission or intentional wrongdoing by an Insured except that the Insurer shall provide the Insured with a defense of such claim 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 Insured. V. LIMITS OF LIABILITY/DEDUCTIBLE A. Limits of Liability 1. Subject to paragraph 2. below, the limit of liability shown on the Declarations as the each claim Limit of Liability is the maximum the Insurer will pay for each claim first made against the Insured and reported to the Insurer during the policy year. 2. The limit of liability shown on the Declarations as the Aggregate Limit of Liability per policy year is the maximum the Insurer will pay for all claims first made against the Insured and reported to the Insurer during the policy year. 3. Subject to paragraph 4. below, the each design defect circumstance Limit of Liability shown on the Declarations is the maximum the Insurer will pay as reimbursement expense for each design defect circumstance reported by the Insured in accordance with the Section of the Policy entitled COVERAGE, 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 claim and aggregate limits shown on the Declarations. 4. The aggregate design defect circumstance Limit of Liability per policy year shown on the Declarations is the maximum the Insurer will pay as reimbursement expense for all design defect circumstances reported by the Insured in accordance with the Section of the Policy entitled COVERAGE, 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. 5. All limits of liability set forth above apply on a policy year basis and are excess over any deductible amount. The policy year limits of liability may not be aggregated or transferred, in whole or in part, so as to provide any additional coverage with respect to claims first made or deemed made, or any design defect circumstance reported by the Insured, during any other policy year. If the limits of liability as specified above for any policy year are exhausted, the Insurer's obligation for that policy year shall be deemed completely fulfilled and extinguished. 6. All related claims, whenever made, shall be considered a single claim first made and reported to the Insurer on the dates on which the earliest of the related claims was first made and reported to the Insurer. 7. Claim expenses are subject to and included within the applicable limit of liability. B. Deductible The Insured's obligation to pay up to the per claim Deductible amount shown on the Declarations and the aggregate Deductible per policy year shown on the Declarations, if any, including but not limited to claim expenses, shall apply to all Insuring Agreements and Supplemental Insuring Agreements under the Section of the Policy entitled COVERAGE. C. Reimbursement to the Insurer If the Insurer has paid any amounts in excess of the applicable limit of liability, or within the amount of Form No:CNA79034XX(11-2022) Policy No: MCH591896631 Policy Page 10 of 17 Policy Effective Date: 12/31/2023 Underwriting Company:Continental Casualty Company Policy Page: 12 of 24 151 North Franklin Street,Chicago, 160606 Copyright CNA All Rights Reserved. Professional Liability and Pollution Incident Liability Insurance CNAPolicy the Insured's deductible, the Insured shall be liable to the Insurer for all such amounts, and, upon demand, shall pay such amounts to the Insurer. D. More Than One Insured Neither the applicable limit of liability nor the Insured's deductible shall be increased because more than one Insured is included in a claim. E. Risk Mitigation Incentives The Insured may be eligible for a Risk Mitigation Credit or an Early Resolution Credit for each claim. In no way shall this section be construed to afford more than one such Risk Mitigation Incentive per claim. 1. Risk Mitigation Credit The Insurer will reduce the Insured's deductible obligation for a claim by 50%, up to $25,000, if, within sixty (60) days of the date of the Insurer's request, the Insured provides the Insurer with a copy of the written agreement that was executed by the Insured and the Insured's client prior to the Insured's performance of the agreed-to professional services giving rise to such claim and the Insured demonstrates, to the Insurer's reasonable satisfaction, the existence of any three (3) of the following six (6) conditions: a. The Insured's written agreement with the Insured's client specified payment terms, including a schedule of when payments were to be paid to the Insured, which the Insured consistently followed and enforced, or documented the Insured's attempt to do so. b. Prior to the performance of the agreed-to professional services giving rise to the claim, the Insured 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 Insured engaged or who engaged the Insured. c. The Insured engaged with the Insured's 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 "i" through "Hi" are required to satisfy this condition for study-contracts and report-only contracts): i. project objectives (e.g., business, economic, aesthetic, other); ii. project constraints (e.g., budget, schedule, regulatory, other); iii. the bases for the design/investigation (e.g., site data/requirements, utilities data/requirements, facility programming/requirements, equipment/technology requirements, alternatives to be considered); iv. project execution approach (e.g., staging, procurement strategy, delivery method, other); and v. project monitoring and control procedures (e.g., quality, cost, schedule, other). d. Prior to delivery to the Insured's client of the instruments or deliverables of the Insured's professional services, 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 Insured's client's objectives and would be in conformance with good professional practice. e. The Insured engaged with representatives of the project owner, entities responsible for construction, and any other project stakeholders the Insured 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. Form No:CNA79034XX(11-2022) Policy No: MCH591896631 Policy Page 11 of 17 Policy Effective Date: 12/31/2023 Underwriting Company:Continental Casualty Company Policy Page: 13 of 24 151 North Franklin Street,Chicago, 160606 Copyright CNA All Rights Reserved. Professional Liability and Pollution Incident Liability Insurance CNAPolicy f. The Insured maintained a contemporaneously documented construction phase submittal log indicating the as-planned and actual dates the Insured received and responded to every submittal and the action taken. 2. Early Resolution Credit If negotiation or mediation of a claim results in a resolution of such claim 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 CONDITIONS, the condition entitled The Insured's Duties if There is a Claim, and such resolution includes an indemnity payment by the Insurer, the deductible applicable to such claim will be reduced by 50%, up to $10,000. VI. CONDITIONS A. The Insured's Rights and Duties as the First Named Insured on the Policy Declarations The first Named Insured, on behalf of all Insureds, will be: 1. authorized to make changes in the terms of this Policy with the Insurer's written consent; 2. authorized to receive any amounts the Insurer refunds; and 3. responsible for: a. the payment of all premiums and deductible obligations due the Insurer; b. keeping records of the information the Insurer needs for premium computation, and sending the Insurer copies as it may request; and c. notifying the Insurer of any cancellation or non-renewal. B. The Insured's Duties if There is a Claim If there is a claim, the Insured must do the following: 1. promptly notify the Insurer in writing. This notice must be given to the Insurer within the policy year in which the claim is made or within sixty (60) days after its expiration or termination. All claims reported during any extended reporting period shall be considered as having been made during the last policy year this Policy was in effect. If the claim is made during any applicable extended reporting period, then notice must be given to the Insurer within such extended reporting period. Notice of a claim must be sent to the attention of either of the following: a. CNA— Claim Reporting P.O. Box 8317 Chicago, IL 60680-8317 fax: 866-773-7504 email: SpecialtVProNewLoss(aD_cna.com b. 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(a)victorinsurance.com 2. specify the names and addresses of the persons making a claim against the Insured and provide the Insurer with information on the time, place and nature of the claim; 3. immediately forward to the Insurer all documents that the Insured receives in connection with the claim; Form No:CNA79034XX(11-2022) Policy No: MCH591896631 Policy Page 12 of 17 Policy Effective Date: 12/31/2023 Underwriting Company:Continental Casualty Company Policy Page: 14 of 24 151 North Franklin Street,Chicago, 160606 Copyright CNA All Rights Reserved. Professional Liability and Pollution Incident Liability Insurance NAPolicy 4. fully cooperate with the Insurer or the Insurer's designee in the defense of a claim, 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 Insured. The Insured shall attend hearings and trials and assist in securing evidence and obtaining the attendance of witnesses; 5. refuse, except solely at the Insured's own cost, to voluntarily make any payment, admit liability, assume any obligation, or incur any expense, without the Insurer's prior written approval; and 6. pay the deductible amount when due. After the Insured reports a circumstance or a claim is made and the Insured has the right under any contract to either reject or demand arbitration or other alternative dispute resolution process, the Insured shall only do so with the Insurer's prior written consent. C. The Insured's Rights and Duties in the Event of a Circumstance If the Insured reports a circumstance for which there may be coverage under this Policy, and the Insured gives the Insurer written notice containing as much detail as the Insured can reasonably provide regarding: 1. what happened and the professional services or activities the Insured performed; 2. the nature of any possible injury or damages; and 3. how and when the Insured first became aware of such circumstance, then any claim or related claims that subsequently may be made against the Insured arising out of such circumstance shall be deemed to have been made on the date the Insurer received written notice of the circumstance. The Insured will cooperate with the Insurer in addressing the circumstance, and refuse, except solely at the Insured's own cost, to voluntarily make any payment, admit liability, assume any obligation, or incur any expense without the Insurer's prior written approval. D. Subrogation If any Insured has rights to recover amounts from another, those rights are transferred to the Insurer to the extent of the Insurer's payment. The Insured must do everything necessary to secure these rights and must do nothing after a claim is made to jeopardize them. The Insurer hereby waives subrogation rights against any person or organization to the extent that the Named Insured has, prior to a wrongful act or circumstance, entered into a written agreement to waive such rights. E. 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 policy term. F. Examination and Audit The Insured agrees to allow the Insurer to examine and audit the Insured's financial books and records that relate to this insurance. The Insurer may do this at any time during the policy term or any extensions, and up to three years after the end of the policy term. G. Legal Action Limitation 1. The Insured agrees not to bring any legal action against the Insurer concerning this Policy unless the Insured has fully complied with all the provisions of this Policy. 2. If, after the final adjudication or settlement of a claim, there is any dispute concerning tort allegations against the Insurer regarding the handling or settlement of any claim, the Insured and the Insurer agree to submit such dispute to any form of alternative dispute resolution acceptable to both Form No:CNA79034XX(11-2022) Policy No: MCH591896631 Policy Page 13 of 17 Policy Effective Date: 12/31/2023 Underwriting Company:Continental Casualty Company Policy Page: 15 of 24 151 North Franklin Street,Chicago, 160606 Copyright CNA All Rights Reserved. Professional Liability and Pollution Incident Liability Insurance NAPolicy parties. Should the Insured 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. H. Changes to Policy None of the provisions of this Policy will be waived, changed, or modified except by written endorsement to this Policy. I. Transfer of Interest For a transfer of interest or an assignment of this Policy to be effective, the first Named Insured must obtain the Insurer's written consent. J. Other Insurance If there is other collectible insurance, including but not limited to project specific insurance, that applies to a claim 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 claim 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 Named Insured pursuant to the definition of Insured, subparagraph 4., this insurance is primary and non-contributory. K. Cancellation/Non-Renewal The Insured's 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 Insured cancels at the end of a policy year. But if the Insured cancels at any other time, only 90% of the prorated premium will be returned. L. Severability/Innocent Parties Any Insured 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 CONDITIONS, the condition entitled The Insured's Duties if There is a Claim, paragraph 1., shall have the coverage otherwise provided by this Policy. M. Estates, Legal Representatives, and Spouses Coverage is afforded under this Policy to the estates, heirs, legal representatives, assigns, spouses, and any domestic partner of any natural person within the definition of Insured, but only for a claim arising solely out of their status as such. In the case of a spouse or domestic partner, coverage is also afforded under this Policy where such claim seeks damages from marital community property,jointly held property, or property transferred from any natural person designated in the definition of Insured to their spouse or domestic partner. No coverage is provided for any act, error, or omission of an estate, heir, legal representative, assign, spouse or domestic partner. All terms and conditions of this Policy, including without limitation the deductible applicable to any claim, shall also apply to any claim made against such estates, heirs, legal representatives, assigns, spouses, and domestic partners. N. Extended Reporting Periods 1. Automatic extended reporting period If this Policy is canceled or non-renewed either by the Insurer or by the first Named Insured and the first Named Insured has not obtained similar coverage, the Insurer will provide an automatic, non-cancelable extended reporting period starting at the termination of the policy term. This Form No:CNA79034XX(11-2022) Policy No: MCH591896631 Policy Page 14 of 17 Policy Effective Date: 12/31/2023 Underwriting Company:Continental Casualty Company Policy Page: 16 of 24 151 North Franklin Street,Chicago, 160606 Copyright CNA All Rights Reserved. Professional Liability and Pollution Incident Liability Insurance CNAPolicy automatic extended reporting period will terminate after sixty (60) days. 2. Optional extended reporting period a. If this Policy is canceled or non-renewed either by the Insurer or by the first Named Insured, then the first Named Insured shall have the right to purchase a non-cancelable optional extended reporting period. If purchased, the first sixty (60) days of the optional extended reporting period run concurrently with the sixty (60) days of the automatic extended reporting period. b. The additional premium for the optional extended reporting period shall be fully earned at inception and based upon the rates for such coverage in effect at the beginning of the policy term and shall be for one (1) year at 100% of the policy term premium divided by the total number of policy years in the policy term; three (3) years at 190% of the policy term premium divided by the total number of policy years in the policy term; and five (5) years at 250% of the policy term premium divided by the total number of policy years in the policy term. c. The first Named Insured must provide the Insurer with written notice of its election to purchase the optional extended reporting period and pay the full payment for such period within sixty (60) days after the end of the policy term. 3. Death or disability extended reporting period a. If an Insured dies or becomes totally and permanently disabled during the policy term, then, upon the latter of the expiration of: the policy term; any renewal or successive renewal of this Policy; or any automatic or optional extended reporting period, such Insured shall be provided with a death or disability extended reporting period, as provided below. i. In the event of death, such Insured's estate, heirs, executors or administrators must, within sixty (60)days of the expiration of the policy term, provide the Insurer with written proof of the date of death. This extended reporting period is provided to such Insured's estate, heirs, executors and administrators. ii. If such Insured becomes totally and permanently disabled, such Insured or such Insured's legal guardian must, within sixty (60) days of the expiration of the policy term, provide the Insurer with written proof that such Insured is totally and permanently disabled, including the date the disability commenced, certified by such Insured's physician. The Insurer retains the right to contest the certification made by such Insured's physician, and it is a condition precedent to this coverage that such Insured agrees to submit to medical examinations by any physician designated by the Insurer at the Insurer's expense. This extended reporting period is provided until such Insured shall no longer be totally or permanently disabled or until such Insured's death, in which case subparagraph i. hereof shall apply. b. No additional premium will be charged for any death or disability extended reporting period. 4. Non-practicing extended reporting period a. If, during the policy term, an Insured retires from, or otherwise voluntarily ceases, permanently and totally, such Insured's practice as an architect, engineer or any other profession specifically listed in the definition of professional services, and has been continuously insured by the Insurer for at least ten (10) consecutive years, then such Insured shall have the right to purchase a non-practicing extended reporting period commencing upon the latter of the expiration of: the policy term; any renewal or successive renewal of this Policy; or any automatic or optional extended reporting period. b. The additional premium for the non-practicing extended reporting period shall be fully earned at inception and based upon the rates for such coverage in effect at the beginning of the policy term and shall be for ten (10) years at 250% of the policy term premium divided by the total Form No:CNA79034XX(11-2022) Policy No: MCH591896631 Policy Page 15 of 17 Policy Effective Date: 12/31/2023 Underwriting Company:Continental Casualty Company Policy Page: 17 of 24 151 North Franklin Street,Chicago, 160606 Copyright CNA All Rights Reserved. Professional Liability and Pollution Incident Liability Insurance NAPolicy number of policy years in the policy term. c. The Insured must provide the Insurer with written notice of such Insured's election to purchase the non-practicing extended reporting period and pay the full premium for such period within sixty (60) days after such Insured's date of retirement or sixty (60) days after the end of the policy term, whichever is earlier. As used herein, the Insured's "practice as an architect, engineer or any other profession specifically listed in the definition of professional services" means such Insured's practice of any such profession for a fee, whether as a sole practitioner or as a partner, officer, director, member, stockholder or employee. The Insured's "practice as an architect, engineer or any other profession specifically listed in the definition of professional services" does not include any pro bono services performed by the Insured. 5. Extended reporting periods limits of liability a. Automatic and optional extended reporting periods limits of liability The Insurer's liability for all claims reported during any automatic and optional extended reporting periods shall be part of and not in addition to the remaining limits of liability for the final policy year. b. Separate death or disability and non-practicing extended reporting period limits of liability i. Limit of Liability - each claim Subject to paragraph H. below, the Insurer's limit of liability for each claim first made against the Insured, and reported to the Insurer during the death or disability extended reporting period or non-practicing extended reporting period, shall not exceed the amount shown on the Declarations as the each claim death or disability and non-practicing extended reporting period Limit of Liability. ii. Limit of Liability- in the aggregate The Insurer's limit of liability for all claims first made against the Insured, and reported to the Insurer during the death or disability extended reporting period or non-practicing extended reporting period, shall not exceed the amount shown on the Declarations as the aggregate death or disability and non-practicing extended reporting period Limit of Liability. 6. Elimination of right to an extended reporting period There is no right to any extended reporting period if the Insurer cancels or refuses to renew this Policy due to: a. non-payment of amounts due the Insurer; b. non-compliance by the Insured with any of the terms and conditions of this Policy; or c. any misrepresentation or omission in the application for this Policy. 7. Extended reporting period limitations No extended reporting period shall apply to: a. any claim or proceedings pending at the inception date of such extended reporting period; b. any paid claim; or c. claims that are covered under any subsequent insurance purchased by the Insured, or that would be covered but for exhaustion of the limits of liability applicable to such claims_ 8. Extended reporting period not a new policy Form No:CNA79034XX(11-2022) Policy No: MCH591896631 Policy Page 16 of 17 Policy Effective Date: 12/31/2023 Underwriting Company:Continental Casualty Company Policy Page: 18 of 24 151 North Franklin Street,Chicago, 160606 Copyright CNA All Rights Reserved. Professional Liability and Pollution Incident Liability Insurance NAPolicy It is understood and agreed that the extended reporting period shall not be construed to be a new policy and any claim submitted during such period shall otherwise be governed by this Policy. O. Liberalization If, during the policy term, the Insurer files with the appropriate regulator, general revisions to the terms and conditions of this Policy that are intended to apply to all Insureds 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 claims that were first made against the Insured prior to the effective date of such revision. P. Economic and Trade Sanctions This Policy does not provide coverage for any Insured, any transactions, or any part of a claim if uninsurable under the laws or regulations of the United States concerning trade or economic sanctions. Q. Territory The coverage afforded by this Policy applies worldwide. R. 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 Form No:CNA79034XX(11-2022) Policy No: MCH591896631 Policy Page 17 of 17 Policy Effective Date: 12/31/2023 Underwriting Company:Continental Casualty Company Policy Page: 19 of 24 151 North Franklin Street,Chicago, 160606 Copyright CNA All Rights Reserved. Professional Liability and Pollution Incident Liability Insurance CIVAPolicy Endorsement ' • • D•' • Wherever used in this endorsement: 1) "Named Insured" means the first person or entity named on the Declarations page; 2) "policy period" means policy term; 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: CANCELLATION AND NON-RENEWAL I. CANCELLATION A. The Named Insured may cancel the policy at any time. To do so, the Named Insured must: 1. return the policy to the Insurer or any of its authorized representatives indicating the effective date of cancellation; or 2. 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; 3. 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. B. 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: 1. ten (10) days before the effective date of cancellation if the insurer cancels for nonpayment of premium; or 2. forty-five (45) days before the effective date of cancellation if the Insurer cancels for any other reason. C. 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. D. 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. E. 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. II. NON-RENEWAL A. 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. B. 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 Form No:CNA79168WA(04-2020) Policy No: MCH591896631 Endorsement Effective Date: 12/31/2023 Policy Effective Date: 12/31/2023 Endorsement No: 1 ; Page 1 of 3 Policy Page: 20 of 24 Underwriting Company:Continental Casualty Company 151 North Franklin Street,Chicago, 160606 Copyright Rights Reserved. Professional Liability and Pollution Incident Liability Insurance NAPolicy Endorsement with an interest in any loss which may occur thereunder, at their last mailing address known to the Insurer. III. CONDITIONAL RENEWAL 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. Form No:CNA79168WA(04-2020) Policy No: MCH591896631 Endorsement Effective Date: 12/31/2023 Policy Effective Date: 12/31/2023 Endorsement No: 1 ; Page 2 of 3 Policy Page: 21 of 24 Underwriting Company:Continental Casualty Company 151 North Franklin Street,Chicago, 160606 Copyright Rights Reserved. NAPolicy Endorsement 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. Form No:CNA79168WA(04-2020) Policy No: MCH591896631 Endorsement Effective Date: 12/31/2023 Policy Effective Date: 12/31/2023 Endorsement No: 1 ; Page 3 of 3 Policy Page: 22 of 24 Underwriting Company:Continental Casualty Company 151 North Franklin Street,Chicago, 160606 Copyright Rights Reserved. Professional Liability and Pollution Incident Liability Insurance C!NA Policy Endorsement AMENDATORY ENDORSEMENT-WASHINGTON It is understood and agreed that the Policy is amended as follows: I. The Section entitled COVERAGE, subsection B. entitled SUPPLEMENTAL INSURING AGREEMENT— RECTIFICATION EXPENSE,the last paragraph of item 6. is deleted in its entirety and replaced with the following: In the event that the Insurer and the Named Insured do not agree that the Insured's proposed rectification expense is reasonable, then the Insured and the Insurer may agree to submit such dispute to any form of alternative dispute resolution acceptable to both parties. Should the Named Insured 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. II. The Section entitled CONDITIONS is amended as follows: The Condition entitled Subrogation is deleted in its entirety and replaced by the following: Subrogation If any Insured 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 Insured has been made whole and is fully compensated. The Insured must do everything necessary to secure these rights and must do nothing after a claim is made to jeopardize them. The Insurer hereby waives subrogation rights against any person or organization to the extent that the Named Insured has, prior to a wrongful act or circumstance, entered into a written agreement to waive such rights. III. The Section entitled CONDITIONS is amended as follows: The Condition entitled Legal Action Limitation, paragraph 2. only, is deleted in its entirety and replaced by the following: 2. If, after the final adjudication or settlement of a claim, there is any dispute concerning tort allegations against the Insurer regarding the handling or settlement of any claim, the Insured and the Insurer may agree to submit such dispute to any form of alternative dispute resolution acceptable to both parties. Should the Insured 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. IV. The Section entitled CONDITIONS is amended as follows: The Condition entitled Extended Reporting Periods, paragraph 1. and paragraph 2. a. only are deleted in their entirety and replaced with the following: 1. Automatic extended reporting period If this Policy is canceled or non-renewed either by the Insurer or by the first Named Insured or if this policy is renewed by the Insurer with terms less favorable to the Insured, and the first Named Insured has not obtained similar coverage, the Insurer will provide an automatic, non-cancelable extended Form No:CNA79169WA(04-2020) Policy No: MCH591896631 Endorsement Effective Date: 12/31/2023 Policy Effective Date: 12/31/2023 Endorsement No:2 ; Page 1 of 2 Policy Page: 23 of 24 Underwriting Company:Continental Casualty Company 151 North Franklin Street,Chicago, 160606 Copyright Rights Reserved. Professional Liability and Pollution Incident Liability Insurance CNAPolicy Endorsement reporting period starting at the termination of the policy term. This automatic extended reporting period will terminate after sixty (60) days. 2. Optional extended reporting period a. If this Policy is canceled or non-renewed either by the Insurer or by the first Named Insured or if this policy is renewed by the Insurer with terms less favorable to the Insured, then the first Named Insured shall have the right to purchase a non-cancelable optional extended reporting period. If purchased, the first sixty (60) days of the optional extended reporting period run concurrently with the sixty (60) days of the automatic extended reporting period. All other terms and conditions of the policy remain unchanged. 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. Form No:CNA79169WA(04-2020) Policy No: MCH591896631 Endorsement Effective Date: 12/31/2023 Policy Effective Date: 12/31/2023 Endorsement No:2 ; Page 2 of 2 Policy Page: 24 of 24 Underwriting Company:Continental Casualty Company 151 North Franklin Street,Chicago, 160606 Copyright Rights Reserved.