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HomeMy WebLinkAboutCAG2024-193 - Original - Herrera Environmental Consultants - Boeing Rock Recreation and Habitat Enhancement - 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) WASHINGTON Sheet forms. (Print on pink or cherry colored paper) Originator: Department: Karin Bayes for Melissa Dahl Public Works Date Sent: Date Required: > 04/17/2024 4/23/2024 0 Q Mayor or Designee to Sign. Date of Council Approval: Q Interlocal Agreement Uploaded to Website 4/16/2024 Budclet Account Number: Grant? Yes[Z] No❑ D00062 Budget?❑✓ Yes Type: N/A Vendor Name: Category: Herrera Environmental Consultantsol Contract Vendor Number: Sub-Category: Original 0 Project Name: Boeing Rock Recreation and Habitat Enhancement CProject Details: The Consultant shall conduct a feasibility assessment and alternative analysis for the Boeing Rock Recreation and Habitat Enhancement project 40 C Basis for Selection of Contractor: � Agreement Amount: $216 117 Other GJ r *Memo to Mayor must be attached .1111 El a1 Start Date: U1 pon Execution Termination Date: Jude 30, 2025 a Local Business?❑Yes❑No*If meets requirements per KCC 3.70.100,please complete"Vendor Purchase-Local 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: ❑Yes❑No CAG2024-193 Comments: IM C C IM rw ;A = a, a Date Received:City Attorney: 4/17/24 Date Routed:Mayor's Office City Clerk's Office 4/19/24 adccW22373_7_20 Visit Documents.KentWA.gov to obtain copies of all agreements rev.20221201 KENT DATE: April 16, 2024 TO: Kent City Council SUBJECT: Consultant Services Agreement with Herrera Environmental for the Boeing Rock Enhancement Project - Authorize MOTION: I move to authorize the Mayor to sign a Consultant Services Agreement with Herrera Environmental Consultants, Inc. subject to final terms and conditions acceptable to the City Attorney and the Directors of Public Works and Parks. SUMMARY: The Boeing Rock Recreation/Habitat Enhancement Project will be designed to provide multiple benefits: improving habitat in the Lower Green River, increasing floodplain storage, and adding passive recreational facilities along the Boeing Levee. The project is located along the right (east) bank of the Green River between South 200th Street and South 212th Street and is approximately 200 feet in width. The project site is situated immediately downstream of the Lower Russell Levee Habitat Improvements and when completed, these projects will result in over two miles of newly improved riparian habitat and recreational amenities, including off-channel salmon habitat and trail networks. In February 2024, the City entered into a Salmon Recovery Funding Board grant agreement with the State of Washington and has also been awarded funds through the King County Parks Levy Open Space - River Corridors grant. Both grants will be used to complete a feasibility analysis with preliminary environmental studies, assessment of alternatives, conceptual design, and stakeholder coordination. A Request for Qualifications was advertised, and Herrera Environmental Consultants (Herrera) was selected based on their expertise and experience in designing river habitat restoration projects while integrating recreational facilities. The scope of work also includes a feasibility study and alternatives analysis, which are required elements for both grants. This contract with Herrera Environmental has a not to exceed amount of $216,117. BUDGET IMPACT: None. The project is 100% grant funded and included within existing budgets. SUPPORTS STRATEGIC PLAN GOAL: Evolving Infrastructure - Connecting people and places through strategic investments in physical and technological infrastructure. Thriving City - Creating safe neighborhoods, healthy people, vibrant commercial districts, and inviting parks and recreation. ATTACHMENTS: 1. Herrera - Boeing Rock Recreation and Habitat Enhancement Agreement (PDF) 04/02/24 Committee of the Whole MOTION PASSES RESULT: MOTION PASSES [UNANIMOUS]Next: 4/16/2024 7:00 PM MOVER: Brenda Fincher, Councilmember SECONDER: Toni Troutner, Councilmember AYES: Kaur, Boyce, Boyd, Fincher, Larimer, Michaud, Troutner KENT CONSULTANT SERVICES AGREEMENT between the City of Kent and Herrera Environmental Consultants, Inc. THIS AGREEMENT is made between the City of Kent, a Washington municipal corporation (hereinafter the "City"), and Herrera Environmental Consultants, Inc. organized under the laws of the State of Washington, located and doing business at 2200 Sixth Avenue, Suite 1100, Seattle, WA 98121, Phone: (206) 787-8236, Contact: Betsy Lyons (hereinafter the "Consultant"). I. DESCRIPTION OF WORK. The Consultant shall perform the following services for the City in accordance with the following described plans and/or specifications: The Consultant shall conduct a feasibility assessment and alternative analysis for the Boeing Rock Recreation and Habitat Enhancement 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 Two Hundred Sixteen Thousand, One Hundred Seventeen Dollars ($216,117), for the services described in this Agreement. This is the maximum amount to be paid under this Agreement for the work described in Section I above, and shall not be exceeded without the prior written authorization of the City in the form of a negotiated and executed amendment to this agreement. The Consultant agrees that the hourly or flat rate charged by it for its services contracted for herein shall remain locked at the negotiated rate(s) for a period of one (1) year from the effective date of this Agreement. The Consultant's billing rates shall be as delineated in Exhibit A. B. The Consultant shall submit monthly payment invoices to the City for work performed, and a final bill upon completion of all services described in this Agreement. The City shall provide payment within forty-five (45) days of receipt of an invoice. If the City objects to all or any portion of an invoice, it shall notify the Consultant and reserves the option to only pay that portion of the invoice not in dispute. In that event, the parties will immediately make every effort to settle the disputed portion. C. Card Payment Program. The Consultant may elect to participate in automated credit card payments provided for by the City and its financial institution. This Program is provided as an alternative to payment by check and is available for the convenience of the Consultant. If the CONSULTANT SERVICES AGREEMENT - 1 (Over$20,000) Consultant voluntarily participates in this Program, the Consultant will be solely responsible for any fees imposed by financial institutions or credit card companies. The Consultant shall not charge those fees back to the City. IV. INDEPENDENT CONTRACTOR. The parties intend that an Independent Contractor- Employer Relationship will be created by this Agreement. By their execution of this Agreement, and in accordance with Ch. 51.08 RCW, the parties make the following representations: A. The Consultant has the ability to control and direct the performance and details of its work, the City being interested only in the results obtained under this Agreement. B. The Consultant maintains and pays for its own place of business from which the Consultant's services under this Agreement will be performed. C. The Consultant has an established and independent business that is eligible for a business deduction for federal income tax purposes that existed before the City retained the Consultant's services, or the Consultant is engaged in an independently established trade, occupation, profession, or business of the same nature as that involved under this Agreement. D. The Consultant is responsible for filing as they become due all necessary tax documents with appropriate federal and state agencies, including the Internal Revenue Service and the state Department of Revenue. E. The Consultant has registered its business and established an account with the state Department of Revenue and other state agencies as may be required by the Consultant's business, and has obtained a Unified Business Identifier (UBI) number from the State of Washington. F. The Consultant maintains a set of books dedicated to the expenses and earnings of its business. V. TERMINATION. Either party may terminate this Agreement, with or without cause, upon providing the other party thirty (30) days written notice at its address set forth on the signature block of this Agreement. After termination, the City may take possession of all records and data within the Consultant's possession pertaining to this project, which may be used by the City without restriction. If the City's use of the Consultant's records or data is not related to this project, it shall be without liability or legal exposure to the Consultant. VI. FORCE MAJEURE. Neither party shall be liable to the other for breach due to delay or failure in performance resulting from acts of God, acts of war or of the public enemy, riots, pandemic, fire, flood, or other natural disaster or acts of government ("force majeure event"). Performance that is prevented or delayed due to a force majeure event shall not result in liability to the delayed party. Both parties represent to the other that at the time of signing this Agreement, they are able to perform as required and their performance will not be prevented, hindered, or delayed by the current COVID-19 pandemic, any existing state or national declarations of emergency, or any current social distancing restrictions or personal protective equipment requirements that may be required under federal, state, or local law in response to the current pandemic. If any future performance is prevented or delayed by a force majeure event, the party whose performance is prevented or delayed shall promptly notify the other party of the existence and nature of the force majeure event causing the prevention or delay in performance. Any excuse from liability shall be effective only to the extent and duration of the force majeure event causing the prevention or delay in performance and, provided, that the party prevented or delayed has not caused such event to occur and continues to use diligent, good faith efforts to avoid the effects of such event and to perform the obligation. Notwithstanding other provisions of this section, the Consultant shall not be entitled to, and the City shall not be liable for, the payment of any part of the contract price during a force majeure event, or any CONSULTANT SERVICES AGREEMENT - 2 (Over$20,000) costs, losses, expenses, damages, or delay costs incurred by the Consultant due to a force majeure event. Performance that is more costly due to a force majeure event is not included within the scope of this Force Majeure provision. If a force majeure event occurs, the City may direct the Consultant to restart any work or performance that may have ceased, to change the work, or to take other action to secure the work or the project site during the force majeure event. The cost to restart, change, or secure the work or project site arising from a direction by the City under this clause will be dealt with as a change order, except to the extent that the loss or damage has been caused or exacerbated by the failure of the Consultant to fulfill its obligations under this Agreement. Except as expressly contemplated by this section, all other costs will be borne by the Consultant. VII. DISCRIMINATION. In the hiring of employees for the performance of work under this Agreement or any subcontract, the Consultant, its subcontractors, or any person acting on behalf of the Consultant or subcontractor shall not, by reason of race, religion, color, sex, age, sexual orientation, national origin, or the presence of any sensory, mental, or physical disability, discriminate against any person who is qualified and available to perform the work to which the employment relates. The Consultant shall execute the attached City of Kent Non-Discrimination Policy Declaration and comply with City Administrative Policy 1.2. VIII. INDEMNIFICATION. The Consultant shall defend, indemnify and hold the City, its officers, officials, employees, agents and volunteers harmless from any and all claims, injuries, damages, losses or suits, including all legal costs and attorney fees, arising out of or in connection with the Consultant's performance of this Agreement, except for that portion of the injuries and damages caused by the City's negligence. The City's inspection or acceptance of any of the Consultant's work when completed shall not be grounds to avoid any of these covenants of indemnification. Should a court of competent jurisdiction determine that this Agreement is subject to RCW 4.24.115, then, in the event of liability for damages arising out of bodily injury to persons or damages to property caused by or resulting from the concurrent negligence of the Consultant and the City, its officers, officials, employees, agents and volunteers, the Consultant's duty to defend, indemnify, and hold the City harmless, and the Consultant's liability accruing from that obligation shall be only to the extent of the Consultant's negligence. IT IS FURTHER SPECIFICALLY AND EXPRESSLY UNDERSTOOD THAT THE INDEMNIFICATION PROVIDED HEREIN CONSTITUTES THE CONSULTANT'S WAIVER OF IMMUNITY UNDER INDUSTRIAL INSURANCE, TITLE 51 RCW, SOLELY FOR THE PURPOSES OF THIS INDEMNIFICATION. THE PARTIES FURTHER ACKNOWLEDGE THAT THEY HAVE MUTUALLY NEGOTIATED THIS WAIVER. In the event the Consultant refuses tender of defense in any suit or any claim, if that tender was made pursuant to this indemnification clause, and if that refusal is subsequently determined by a court having jurisdiction (or other agreed tribunal) to have been a wrongful refusal on the Consultant's part, then the Consultant shall pay all the City's costs for defense, including all reasonable expert witness fees and reasonable attorneys'fees, plus the City's legal costs and fees incurred because there was a wrongful refusal on the Consultant's part. The provisions of this section shall survive the expiration or termination of this Agreement. IX. INSURANCE. The Consultant shall procure and maintain for the duration of the Agreement, insurance of the types and in the amounts described in Exhibit B attached and incorporated by this reference. X. EXCHANGE OF INFORMATION. The City will provide its best efforts to provide reasonable accuracy of any information supplied by it to the Consultant for the purpose of completion of the work under this Agreement. CONSULTANT SERVICES AGREEMENT - 3 (Over$20,000) XI. OWNERSHIP AND USE OF RECORDS AND DOCUMENTS. Original documents, drawings, designs, reports, or any other records developed or created under this Agreement shall belong to and become the property of the City. All records submitted by the City to the Consultant will be safeguarded by the Consultant. The Consultant shall make such data, documents, and files available to the City upon the 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:77T BDax) —r- - —Print Name: Theresa M. Wood Print Name: Dana Ralph Its Vice President Its Mayor DATE: April 3, 2024 DATE: 04i1 Ri?n?4 NOTICES TO BE SENT TO: NOTICES TO BE SENT TO: CONSULTANT: CITY OF KENT: Betsy Lyons Chad Bieren, P.E. Herrera Environmental Consultants, Inc. City of Kent 2200 Sixth Avenue, Suite 1100 220 Fourth Avenue South Seattle, WA 98121 Kent, WA 98032 (206) 787-8235 (telephone) (253) 856-5500 (telephone) BLyons@herrerainc.com (email) PublicWorks@KentWa.gov (email) APPROVED AS TO FORM: Kent Law Department ATTEST: Hd';'w Hceo"I'" 'W• �f Kent City Clerk kb-3/22/2024 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: Herrera Environmental Consultants, Inc. Title: Vice President Date: April 3, 2024 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 RA HERRERA Science + Planning + Design SCOPE OF WORK BOEING ROCK RECREATION AND HABITAT ENHANCEMENT On February 21, 2024, Melissa Dahl with the City of Kent (the City) authorized Herrera Environmental Consultants (Herrera) to prepare a scope of work and cost estimate to conduct a feasibility assessment and alternatives analysis for the Boeing Rock Recreation and Habitat Enhancement project. Herrera will assess existing conditions at the project site that is owned by the City along the Green River in Kent (Figure 1) and evaluate the feasibility of an existing preliminary design concept for the site along with new alternatives. Herrera will prepare cost estimates for the alternatives and identify future technical and permitting needs. As Herrera develops and evaluates options for habitat restoration and recreation improvements, our strategy will be to maximize instream and floodplain habitat quality and complexity, integrate existing recreational facilities and provide ideas for passive public access, environmental education, and site stewardship. This scope of work includes a discussion of the activities, assumptions, deliverables, and a schedule associated with this project. Figure 1. Project extents City of Cent Boeing Rock Recreation/Habitat Enhancement Project extents i I ae& Gurewnq 'qyy 5� i nay I'Pnrlk N Prcfect extents March 1,2024 Page 1 of 5 fa scope of work boeing rock_kent 3.15.2024.doc HERRERA SCOPE OF WORK Task 2.0 - Feasibility and Existing Conditions Study Herrera will begin this phase with a kickoff meeting with City staff to understand the City's current habitat and recreational needs along the Green River corridor. Herrera will then review the preliminary plans to evaluate alignment of the plans with current City goals, which will be followed by a site characterization and feasibility review. Herrera will evaluate existing conditions of the project site through a desktop review of available information including plans, data, hydraulic models, studies conducted as part of other levee setback projects in the vicinity, and available data and documentation from the current design plan set. Available City and County GIS data including utilities, the state priority habitats and species database, recreational use studies, and other publicly available literature will be consulted. Previously performed environmental and habitat studies and critical areas reports will be essential to help us evaluate the current design and develop potential concept alternatives. After the desktop analysis, the team will conduct an initial site visit with the City and key project staff including Herrera's project manager, hydraulic engineer, geomorphologist, ecologist and landscape architect. During the site walk through, Herrera will evaluate habitat conditions, park infrastructure, trailheads, parking, and existing signage and wayfinding. We will use our understanding of the existing conditions and City goals to evaluate the current design and advise the City on how well the current design will meet those goals. As the preliminary plans were developed some time ago and as restoration, engineering and construction continually evolve, taking the time to evaluate the feasibility of the existing plans is a critical step. The final product from this task will be a Feasibility Assessment Report that documents the project goals, summarizes existing conditions, and presents our findings on whether the existing preliminary design is feasible given the above findings. The report will also provide recommendations on potential modifications and alternative design approaches that could be further evaluated. Assumptions • Three virtual meetings with the City including a kickoff meeting (up to 2 hours in duration and attended virtually by up to five Herrera team members, a meeting to discuss existing conditions information (up to 1 hour and attended by up to four Herrera team members) and a meeting to discuss the draft feasibility assessment report (up to 2 hour and including up to four Herrera team members). • Existing conditions assessment will be a desk-top review of readily available information provided by the City and/or publicly accessible data sites (e.g. WDFW's Priority Habitats and Species site). • The City previously completed delineations of wetlands and the ordinary high water mark but this information is outdated. Herrera will complete a field verification to determine if conditions have changed significantly since the last delineation of wetlands and ordinary high water mark. If needed, March 1,2024 Page 2 of 5 A fa scope of work boeing rock_kent 3.15.2024.doc HERRERA SCOPE OF WORK upon approval from the City, Herrera will complete a new delineation of wetlands and ordinary high water mark within the project extents. • GPS data and photos collected during the site walk through may be used to characterize habitat conditions, park infrastructure, trailheads, parking, and existing signage and wayfinding. • Summary of existing conditions information will be provided in Feasibility Assessment Report. Deliverables • Draft and Final Feasibility Assessment Report in PDF format. Verification of wetland and ordinary high water delineation or, upon approval from the City, new wetland and ordinary high water delineation. • It is assumed that the City will be responsible for survey collection of any verified or new wetland and ordinary high water data flags. Task 3.0 - Alternatives Development and Analysis Herrera will develop project alternatives based on the feasibility assessment, and habitat and recreational enhancement needs and agreed upon design principles. Alternatives will be developed to showcase a range of options for achieving project goals and differentially balancing risks, benefits, values and cost to determine the most beneficial solution to move forward in a design process. Up to three conceptual alternatives, inclusive of the current design, will be developed. Depending on the outcome of the feasibility assessment, these alternatives may be new concepts or modifications of existing concepts to improve feasibility, reduce costs or create added benefits. Evaluation criteria will be developed based on the input received from the City and project stakeholders. The alternatives will be evaluated against the criteria to inform the selection of a preferred alternative. We anticipate the criteria developed for the analysis will require evaluations to be based on a combination of qualitative assessments and quantitative data (where available). Cost estimates or relative costs (high, medium, low) will be developed for each alternative based on the major project elements and professional judgement. Herrera's team will complete draft scoring of the alternatives which will be shared with the City, and key stakeholders if desired, in a workshop where the benefits and drawbacks of each alternative will be discussed and alternatives rated. The outcome of this meeting will be selection of a preferred alternative. The final product of this task will be a written alternatives report that summarizes the alternatives, criteria evaluation and assessment scoring, and a basis of design narrative of the preferred alternative. March 1,2024 Page 3 of 5 A? fa scope of work boeing rock_kent 3.15.2024.doc HERRERA SCOPE OF WORK Assumptions • One of the three alternatives will be the existing design developed by the Army Corps of Engineers in partnership with the City. • No CAD drawings will be developed in this task. Figures provided will be GIS-based. • No hydraulic modeling will be conducted. • High-level cost estimates will be provided to support future grant applications and budgeting. The cost estimates will be based on major project elements, similar completed projects, and best professional judgement, but will not include detailed bid-item estimates. • Up to 2-hour brainstorming meeting to discuss potential alternatives and design principles to guide the project will be held with three Herrera team members. • Up to a 2-hour meeting to review and rank alternatives with three Herrera team members. Deliverables • GIS-based drawings for each alternative in PDF format. • Draft and final cost estimates • Alternatives Analysis Report in PDF format including a summary of alternatives, criteria and ranking matrix, Basis of Design, and recommendation on preferred alternative. Task 4.0 - Technical Needs and Permitting Assessment To support continued project development, funding strategies and grant applications, Herrera will complete an assessment of technical and permitting services that would be needed to advance the selected alternative forward through 60% design and the permitting phase. Assumptions • A permit matrix and assessment of technical needs will only be completed for the preferred alternative. Deliverables • Technical memo in PDF format that includes the draft permit matrix and recommendations on additional technical needs. March 1,2024 Page 4 of 5 (AV fa scope of work boeing rock-kent 3.15.2024.doc HERRERA SCOPE OF WORK Task 5.0 - Optional Technical Support This optional task includes potential survey, geotechnical or other technical support that may be needed for site characterization, to assess the feasibility of the alternatives or to evaluate and prioritize alternatives. Assumptions • Advanced written authorization required prior to any work being performed. • Budget estimate for this task includes a $20,000 placeholder for geotechnical support by Herrera's subconsultant (HWA), $5,000 for additional survey support, and approximately 50 hours in Herrera staff support if/as needed Deliverables • TBD March 1,2024 Page 5 of 5 A fa scope of work boeing rock_kent 3.15.2024.doc HERRERA �AJHERRERA Cost Estimate for Boeing Rock Recreation and Habitat Enhancement Herrera Project No. 24-08303-000 3/20/2024 Task No. Project Feasiblitly and Alternatives Optional Management Existing Techricial ©©�© r Herrera Labor based on: Burdened Labor Rates Support Schedule Staff Labor Category 2024 Burdened Labor Rates Parsons,Jeff Engineer VI $293.58 3 9 13 4 4 33 Lyons,Betsy Planner IV $227.25 36 33 51 9 2 131 Foulk Thee Engineer ll $153.38 22 53 73 8 9 165 Kayser,Gretchen Engineer IV $197.04 18 38 60 12 9 137 Forester,Kate Landscape Architect VI $223.79 10 30 48 6 16 110 Anslow,Dylan Landscape Architect 111 $150.64 3 63 4 0 70 Spear,Eliza Scientist IV $202.93 7 57 9 12 5 90 Marten,Christina Scientist VI $293.41 0 4 2 3 0 9 Zhang,Shawree Scientist 1 $115.61 0 42 0 5 47 Crlckmore,Ian David GIS Analyst IV $188.17 2 18 21 1 0 42 Jackowlch,Pamela Administrative Coordinator IV $143.83 - 9 12 6 0 27 Rudnick Tracy Project Accountant IV $173.65 16 0 0 16 Total Hours per Task 117 293 352 65 50 877 Subtotal Labor $23,248 $54,750 $66,749 $13,123 I $9,956 I $167,826 Subtotal Herrera Labor $23,248 I $54,750 I $66,749 I $13,123 I $9,966 I $167,826 5% Escalation on Herrera Labor in 2025 $415 $0 $0 $492 I $498 I $1,405 Escalated Subtotal Herrera Labor 3s63 $54,750 $66,749 $13,61s I $0,464 I S169,231 Subconsultants Hood Design $20,000 $20,000 HWA $0 $20,000 $20,000 Survey $0 $5,000 $5,000 3% Fee on Subconsultants $o $0 so $600 $750 $1,350 Subtotal Subconsultant Cost $o $0 $o $20,600 $25,750 $46,350 Travel and Per Diem(PD) Auto Use Mile $0.67 0 120 60 180 60 420 Subtotal Per Diem $o $80 $40 $121 $40 az81 Other Direct Costs(ODCs) rUnit Cost GPS unit(Arrow 100 w/!Pad) Day $85.00 0 2 0 1 3 Subtotal ODCs $0 $170 $0 $0 $85 $255 Subtotal Per Diem,Lab Costs,and ODCs $o $250 $40 $121 $125 $536 Grand Subtotal $23,663 1 $55,000 1 $66,789 1 $34,336 1 $36,329 $216,ILV Grand Total Exhibit B Insurance Requirements Insurance Consultant shall procure and maintain for the duration of the Agreement, insurance against claims for injuries to persons or damage to property which may arise from or in connection with the performance of the work hereunder by the Consultant, their agents, representatives, employees, or subcontractors. A. Minimum Scope of Insurance Consultant shall obtain insurance of the types described below: 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 Consultant's Commercial General Liability insurance policy with respect to the work performed for the City using ISO additional insured endorsement CG 20 10 11 85 or a substitute endorsement providing equivalent coverage. If a general aggregate limit applies, either the general aggregate limit shall apply separately to this project/location or the general aggregate limit shall be twice the required occurrence limit. The Consultant 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 automobiles/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. Professional Liability or Errors & Omissions insurance appropriate to the Consultant's profession. Workers' Compensation coverage for the employees of Consultant and subcontractors as required by the Industrial Insurance laws of the State of Washington. B. Minimum Amounts of Insurance Consultant shall maintain the following insurance limits: Commercial General Liability insurance shall be written with limits no less than $2,000,000 per occurrence, 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 $1,000,000 per occurrence. Professional Liability or Errors & Omissions insurance shall be written with limits no less than $1,000,000 per occurrence, $2,000,000 general aggregate. If the Consultant 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 Consultant. 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: 1. The Consultant'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 Consultant's insurance policies and shall not contribute to the Consultant's insurance policies. 2. Consultant'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 Consultant'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 Consultant's insurer fails to provide the City with a copy of the notice of cancellation endorsement, the Consultant 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 Consultant 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 Consultant'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 Consultant shall furnish the City with original certificates and a copy of the amendatory endorsements, including but not necessarily limited to the additional insured endorsement, evidencing the insurance requirements of the Consultant before commencement of the work. The City waives no rights, and the Consultant is not excused from performance if Consultant fails to provide the City with a copy of the endorsement naming the City as a Primary Non-Contributory Additional Insured. F. Subcontractors Consultant 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 Consultant. Client#: 12725 HERRENVI DATE(MM/DD/YYYY) ACORD.. CERTIFICATE OF LIABILITY INSURANCE 1 4/04/2024 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER.THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW.THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S),AUTHORIZED REPRESENTATIVE OR PRODUCER,AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder is an ADDITIONAL INSURED,the policy(ies)must have ADDITIONAL INSURED provisions or be endorsed. If SUBROGATION IS WAIVED,subject to the terms and conditions of the policy,certain policies may require an endorsement.A statement on this certificate does not confer any rights to the certificate holder in lieu of such endorsement(s). PRODUCER CONTACT Rachel Reese NAME: Propel Insurance PHONE 206 262-4368 FAX 866 577-1326 A/C,No,Ext: A/C,No 601 Union Street; Suite 3400 E-MAIL ADDRESS: Rachel.Reese@propel1nsurance.com p COM Senior Care INSURER(S)AFFORDING COVERAGE NAIC# Seattle,WA 98101-1371 INSURER A:Allied World Assurance Company(US)Inc 19489 INSURED INSURER B:Ohio Security Insurance Company 24082 Herrera Environmental Consultants Inc INSURER C: 2200 6th Avenue#1100 INSURER D: Seattle,WA 98121 INSURER E INSURER F: COVERAGES CERTIFICATE NUMBER: REVISION NUMBER: THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACTOR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. LT R TYPE OF INSURANCE ADDL SUBR POLICY EFF POLICY EXP LIMITS LTR INSR WVD POLICY NUMBER MM/DD/YYYY MM/DD/YYYY A X COMMERCIAL GENERAL LIABILITY 03140764 11/24/2023 11/24/2024 EACH OCCURRENCE $1,000,000 CLAIMS-MADE �X OCCUR PREMISES ERENTED .0 nce $1,000,000 MED EXP(Any one person) $25,000 PERSONAL&ADV INJURY $1,000,000 GENT AGGREGGATTELIMIT APPLIES PER: GENERAL AGGREGATE $2,000,000 POLICY X1 JECOT LOC PRODUCTS-COMP/OPAGG $2,000,000 OTHER: $ B AUTOMOBILE LIABILITY BAS56989902 11/24/2023 11/24/202 Ea aocideD SINGLE LIMIT $1,000,000 X ANY AUTO BODILY INJURY(Per person) $ OWNED SCHEDULED BODILY INJURY(Per accident) $ AUTOS ONLY AUTOS HIRED NON-OWNED PROPERTY DAMAGE X AUTOS ONLY X AUTOS ONLY Per accident $ A UMBRELLA LIAB X OCCUR 03140768 11/24/2023 11/24/2024 EACH OCCURRENCE s4,000,000 X EXCESS LIAB CLAIMS-MADE AGGREGATE s4,000,000 DED RETENTION$ $ A WORKERS COMPENSATION 03140764 11/24/2023 11124/2024 X PER OTH- AND EMPLOYERS'LIABILITY TAT TE ER ANY PROPRIETOR/PARTNER/EXECUTIVE Y/N WA STOP GAP E.L.EACH ACCIDENT $1,000,000 OFFICER/MEMBER EXCLUDED? N N/A (Mandatory in NH) E.L.DISEASE-EA EMPLOYEE $1,000,000 If yes,describe under DESCRIPTION OF OPERATIONS below E.L.DISEASE-POLICY LIMIT $1,000,000 A Professional Liab 03140764 11/24/2023 11/24/202 $1,000,000 Each Claim Pollution Liab $2,000,000 Aggregate DESCRIPTION OF OPERATIONS/LOCATIONS/VEHICLES(ACORD 101,Additional Remarks Schedule,may be attached if more space is required) Excess Liability coverage extends over Professional & Pollution Liability. RE: Herrera Project No. 24-08303-000 City of Kent Boeing Rock Recreation and Habitat Enhancement Project Additional Insured status applies to City of Kent per the attached endorsement. CERTIFICATE HOLDER CANCELLATION City of Kent SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN 220 Fourth Avenue South ACCORDANCE WITH THE POLICY PROVISIONS. Kent,WA 98032 AUTHORIZED REPRESENTATIVE I+��nnw G��nclul� ©1988-2015 ACORD CORPORATION.All rights reserved. ACORD 25(2016/03) 1 of 1 The ACORD name and logo are registered marks of ACORD #S653691 O/M6279492 M MT01 This page has been left blank intentionally. This endorsement, effective: November 24, 2023 (at 12:01 A.M. standard time at the address of the Named Insured as shown in Item 1. of the Declarations) forms a part of Policy No: 0314-0764 Issued to: Herrera Environmental Consultants, Inc. by: Allied World Assurance Company(Non-Admitted) ADDITIONAL INSURED - OWNERS, LESSEES, OR CONTRACTORS—SCHEDULED PERSON OR ORGANIZATION SCHEDULE Name Of Additional Insured Person(s) Or Organ ization s : Location(s) Any owner, lessee, or contractor whom you have agreed to include as an additional insured under a All locations of the Named Insured fully executed written contract or written agreement, provided that such was executed prior to an "occurrence", loss, injury or damage. Solely with respect to the insurance afforded under SECTION I—COVERAGES, COVERAGE A—BODILY INJURY AND PROPERTY DAMAGE LIABILITY, COVERAGE B— PERSONAL AND ADVERTISING INJURY LIABILITY, and COVERAGE D — GENERAL POLLUTION LIABILITY 1. Insuring Agreements, a. (3) Transported Cargo Pollution Liability and a. (4) Contractors Pollution Liability, it is agreed that the following changes are made to the policy: 1. SECTION II — WHO IS AN INSURED of the policy is amended to include as an additional insured the person(s) or organization(s) shown in the Schedule, but only with respect to liability for bodily injury, property damage, environmental damage or personal and advertising injury caused, in whole or in part, by: a. Your acts or omissions; or b. The acts or omissions of those acting on your behalf; in the performance of your ongoing operations for the additional insured(s) at the location(s) designated above. However: (1) The insurance afforded to such additional insured only applies to the extent permitted by law; (2) The insurance afforded to such additional insured does not apply to a claim, suit, damages, loss bodily injury, property damage, personal and advertising injury, environmental damage, or any other injury, damage, loss, cost, or expense for which insurance is afforded under this policy that arises out of the negligence or willful misconduct of the additional insured; and (3) If coverage provided to the additional insured is required by a contract or agreement, the insurance afforded to such additional insured will not be broader than that which you are required by the contract or agreement to provide to such additional insured. 2. With respect to the insurance afforded to these additional insureds, the following additional exclusions apply: This insurance does not apply to bodily injury, property damage, environmental damage, or personal and advertising injury occurring after: a. All work, including materials, parts, or equipment furnished in connection with such work, on the project(other than service, maintenance, or repairs)to be performed by or on behalf of the additional insured(s) at the location of the covered operations has been completed; or ENV-PEP2 01001 00 (01/23) Includes copyrighted material of Insurance Services Page 1 of 2 Offices, Inc., used with its permission b. That portion of your work out of which the injury or damage arises has been put to its intended use by any person or organization other than another contractor or subcontractor engaged in performing operations for a principal as a part of the same project. 3. With respect to the insurance afforded to these additional insureds, the following is added to SECTION III — LIMITS OF INSURANCE: The most we will pay on behalf of the additional insured is the amount of insurance: 1. Required by the contract or agreement; or 2. Available under the applicable Limits of Insurance shown in the Declarations; whichever is less. All other terms and conditions of the Policy remain unchanged. ENV-PEP2 01001 00 (01/23) Includes copyrighted material of Insurance Services Offices, Inc., used with Page 2 of 2 its permission (2) Comply with laws, regulations, codes, or standards. This applies not only to us but also to any rating, advisory, rate service, or similar organization which makes insurance inspections, surveys, reports, or recommendations. c. We may modify, amend or delete any of the terms and conditions of this Policy, including the right to charge additional premium and the right to cancel, rescind or void this Policy, if any inspection or survey reveals any material risk, hazard or condition that was not previously disclosed by you in the Application or supplemental materials, or which deviates from the information disclosed in the Application or supplemental materials. 12. Multiple Coverages A claim or suit, or part thereof, for which we have accepted coverage or coverage has been alleged or held to apply under one insuring agreement in this policy shall not be covered under any other insuring agreement in this policy. 13. Legal Action Against Us No person or organization has a right under this Policy: a. To join us as a party or otherwise bring us into a suit asking for damages or loss from an insured; or b. To sue us on this Policy unless there has been full compliance with all of its terms. A person or organization may sue us to recover on an agreed settlement or on a final judgment against an insured; but we will not be liable for damages or loss that are not payable under the terms of this Policy or that are in excess of the applicable limit of insurance. An agreed settlement means a settlement and release of liability signed by us, the insured, and the claimant or the claimant's legal representative. 14. Notice of Possible Claim Under SECTION I — COVERAGES, COVERAGE F — SCHEDULED LOCATION POLLUTION LIABILITY, AND COVERAGE G — PROFESSIONAL LIABILITY a. If during the policy period, the responsible manager first becomes aware of a possible claim under SECTION I — COVERAGES, COVERAGE F— SCHEDULED LOCATION POLLUTION LIABILITY, and COVERAGE G — PROFESSIONAL LIABILITY, the responsible manager must provide written notice to us during the policy period containing all the information required under paragraph b. below.Any possible claim that subsequently becomes a claim made against you and reported to us within five (5) years after the end of the policy period of this Policy or any continuous, uninterrupted renewal thereof shall be deemed to have been first made and reported during the policy period of this policy. Such claim shall be subject to the terms, conditions, and limits of coverage of the policy under which the possible claim was reported. b. It is a condition precedent to the coverage afforded by this Policy that written notice under paragraph a. above, contains all of the following information: (1) The cause of the pollution incident or act, error, or omission in the performance of professional services; (2) The scheduled location where the pollution incident took place or the location where the act, error, or omission took place; (3) The bodily injury, property damage, environmental damage, emergency response expense, professional damages, or mitigation expense which has resulted or may result from such pollution incident or act, error or omission in the rendering or failure to render professional services; (4) The insured(s)which may be subject to the claim and any potential claimant(s); (5) All engineering information available on the pollution incident or act, error, or omission in the rendering or failure to render professional services, and any other information that we deem reasonably necessary; and (6) The date and circumstances by which the insured first became aware of the possible claim. 15. Other Insurance If other valid and collectible insurance is available to the insured for any injury, damage, loss, cost, or expense we cover under this Policy, our obligations are limited as follows: ENV-PEP2 00003 00 (03/23) Includes copyrighted material of Insurance Services Page 29 of 40 Offices, Inc. with its permission a. Primary Insurance This insurance is primary except when Paragraph b. below applies. If this insurance is primary, our obligations are not affected unless any of the other insurance is also primary. Then, we will share with all that other insurance by the method described in Paragraph c. below. However, in the event that a written contract, agreement, or permit requires this insurance to be primary for any person or organization with whom you agreed to insure in an insured contract, we will not seek contribution from any other insurance issued to such person or organization. b. Excess Insurance (1) This insurance is excess over: (a) Any of the other insurance, whether primary, excess, contingent or on any other basis: (i) That is Fire, Extended Coverage, Builders' Risk, Installation Risk, or similar coverage for your work; (ii) That is Fire insurance for premises rented to you or temporarily occupied by you with permission of the owner; (iii) That is insurance purchased by you to cover your liability as a tenant for property damage to premises rented to you or temporarily occupied by you with permission of the owner; or (iv) If the damages or loss arises out of the maintenance or use of aircraft, autos, train, railcar or watercraft to the extent not subject to Exclusion g. of SECTION I—COVERAGES, COVERAGE A— BODILY INJURY AND PROPERTY DAMAGE LIABILITY; or (v) With respect to SECTION I — COVERAGES, COVERAGE G — PROFESSIONAL LIABILITY; or (vi) That is a project-specific insurance policy, contractor-controlled insurance program, owner- controlled insurance program, consolidated (wrap-up) insurance program, or any other similar insurance or program. (b) Any other primary insurance available to you covering liability for damages or loss arising out of the premises or operations, or the products-completed operations hazard, for which you have been added as an additional insured. (2) When this insurance is excess,we will have no duty under SECTION I—COVERAGES, COVERAGES A, B, D, E, F, or G to defend the insured against any claim or suit if any other insurer has a duty to defend the insured against that claim or suit. If no other insurer defends, we will undertake to do so under COVERAGES A or B, but we will be entitled to the insured's rights against all other insurers. (3) When this insurance is excess over other insurance, we will pay only our share of the amount of the damages, loss, or professional damages or any other amounts provided insurance under the policy, if any, that exceeds the sum of: (a) The total amount that all such other insurance would pay for the damages, loss, professional damages, or any other amounts provided insurance under the policy in the absence of this insurance; and (b) The total of all deductible and self-insured amounts under all the other insurance. (4) We will share the remaining damages, loss, professional damages or any other amounts provided insurance under the policy, if any, with any other insurance that is not described in this Excess Insurance provision and was not bought specifically to apply in excess of the Limit of Insurance shown in the Declarations. c. Method of Sharing If all of the other insurance permits contribution by equal shares,we will follow this method also. Under this approach, each insurer contributes equal amounts until it has paid its applicable limit of insurance or none of the damages or loss remains or the full amount of the damages has been paid, whichever comes first. If any of the other insurance does not permit contribution by equal shares,we will contribute by limits. Under this method, each insurer's share is based on the ratio of its applicable limit of insurance to the total applicable limits of insurance of all insurers. 16. Premiums and Deductible ENV-PEP2 00003 00 (03/23) Includes copyrighted material of Insurance Services Page 30 of 40 Offices, Inc. with its permission The first Named Insured shown in Item 1. of the Declarations: a. Is responsible for the payment of all premiums; b. Will be the payee for any return premiums we pay; and c. Is responsible for the payment of all Deductibles. 17. Representations a. By accepting this policy, you agree: (1) The statements and information in the Application and other supplemental materials submitted to us are accurate and complete and are material to our underwriting of this policy; (2) The statements and information provided are based upon representations you made to us; and (3) We have issued this policy in reliance upon your representations. b. Misrepresentation, concealment, breach of a term or condition, or violation of any duty under this Policy by one insured shall not prejudice the interest of coverage for another insured under this Policy. Provided, however, that this condition shall not apply to any insured who is a parent, subsidiary, or affiliate of the first Named Insured. c. The unintentional failure by you or any insured to provide accurate and complete representations as of the inception of the policy will not prejudice the coverages afforded by this Policy. 18. Separation of Insureds Except with respect to the Limits of Insurance, and any rights or duties specifically assigned in this Policy to the first Named Insured, this insurance applies: a. As if each Named Insured were the only Named Insured; and b. Separately to each insured against whom claim is made or suit is brought. 19. Service of Suit In the event of our failure to pay any amount claimed to be due hereunder, we, at the request of the insured, will submit to the jurisdiction of a court of competent jurisdiction within the United States. Nothing in this condition constitutes or should be understood to constitute a waiver of our rights to commence an action in any court of competent jurisdiction in the United States, to remove an action to a United States District Court, or to seek a transfer of a case to another court as permitted by the laws of the United States or of any state in the United States. It is further agreed that service of process in such suit may be made upon counsel, Legal Department, Allied World Assurance Company (U.S.) Inc., 199 Water Street, 24th Floor, New York, New York 10038 or his or her representative, and that in any suit instituted against us upon this Policy, we will abide by the final decision of such court or of any appellate court in the event of an appeal. Further, pursuant to any statute of any state, territory, or district of the United States which makes provision, therefore, we hereby designate the Superintendent, Commissioner, Director of Insurance, or other officer specified for that purpose in the statute, or his or her successors in office as its true and lawful agent upon whom may be served any lawful process in any action, suit or proceeding instituted by or on behalf of the insured or any beneficiary hereunder arising out of this Policy of insurance. 20. Transfer of Rights of Recovery Against Others to Us If the insured has the right to recover all or part of any payment we have made under this Policy, those rights are transferred to us. At our request, the insured will bring a suit or transfer those rights to us and help us enforce them. However, if the insured has waived rights of recovery against any person or organization in a written contract or agreement prior to the occurrence, pollution incident, or act, error or omission in the rendering of or failure to render professional services that are the subject of the claim or suit against the insured, we waive any right of recovery we may have under this Policy against such person or organization. 21. Transfer of Your Rights and Duties Under This Policy Your rights and duties under this policy may not be transferred without our prior written consent, which shall not be unreasonably withheld or delayed, except in the case of the death of an individual named insured. If you die, your rights and duties will be transferred to your legal representative but only while acting within the scope of duties as your legal representative. Until your legal representative is appointed, anyone having ENV-PEP2 00003 00 (03/23) Includes copyrighted material of Insurance Services Page 31 of 40 Offices, Inc. with its permission This page has been left blank intentionally. COMMERCIAL AUTO AC 85 01 06 18 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. BUSINESS AUTO COVERAGE ENHANCEMENT ENDORSEMENT This endorsement modifies insurance provided under the following: BUSINESS AUTO COVERAGE FORM With respect to coverage afforded by this endorsement, the provisions of the policy apply unless modified by the endorsement. If the policy to which this endorsement is attached also contains a Business Auto Coverage Enhancement Endorsement with a specific state named in the title, this endorsement does not apply to vehicles garaged in that specified state. COVERAGEINDEX SUBJECT PROVISION NUMBER ACCIDENTAL AIRBAG DEPLOYMENT 13 ADDITIONAL INSURED BY CONTRACT, AGREEMENT OR PERMIT 4 AMENDED DUTIES IN THE EVENT OF ACCIDENT, CLAIM, SUIT OR LOSS 21 AMENDED FELLOW EMPLOYEE EXCLUSION 6 AUDIO, VISUAL AND DATA ELECTRONIC EQUIPMENT COVERAGE 15 BODILY INJURY REDEFINED 25 EMPLOYEES AS INSUREDS (Including Employee Hired Auto) 3 EXTRA EXPENSE - BROADENED COVERAGE 11 GLASS REPAIR-WAIVER OF DEDUCTIBLE 17 HIRED AUTO COVERAGE TERRITORY 23 HIRED AUTO PHYSICAL DAMAGE (Including Employee Hired Auto) 7 LOAN / LEASE GAP (Coverage Not Available In New York) 16 NEWLY FORMED OR ACQUIRED SUBSIDIARIES 2 PARKED AUTO COLLISION COVERAGE (WAIVER OF DEDUCTIBLE) 18 PERSONAL EFFECTS COVERAGE 12 PHYSICAL DAMAGE - ADDITIONAL TRANSPORTATION EXPENSE COVERAGE 9 PHYSICAL DAMAGE DEDUCTIBLE -VEHICLE TRACKING SYSTEM 14 PRIMARY AND NON-CONTRIBUTORY - WRITTEN CONTRACT OR WRITTEN AGREEMENT 24 RENTAL REIMBURSEMENT 10 SUPPLEMENTARY PAYMENTS 5 TOWING AND LABOR 8 TRAILERS - INCREASED LOAD CAPACITY 1 TWO OR MORE DEDUCTIBLES 19 UNINTENTIONAL FAILURE TO DISCLOSE HAZARDS 20 WAIVER OF TRANSFER OF RIGHTS OF RECOVERYAGAINST OTHERS TO US 22 SECTION I - COVERED AUTOS is amended as follows: 1. TRAILERS- INCREASED LOAD CAPACITY The following replaces Paragraph C.1. Certain Trailers, Mobile Equipment And Temporary Substitute Autos of SECTION I - COVERED AUTOS: "Trailers" with a load capacity of 3,000 pounds or less designed primarily for travel on public roads. © 2017 Liberty Mutual Insurance AC 85 01 06 18 Includes copyrighted material of Insurance Services Office Inc.,with its Permission. Page 1 of 7 SECTION II - LIABILITY COVERAGE is amended as follows: 2. NEWLY FORMED OR ACQUIRED SUBSIDIARIES SECTION II - LIABILITY COVERAGE, Paragraph A.1. - Who Is An Insured is amended to include the following as an "insured": d. Any legally incorporated subsidiary of which you own more than 50 percent interest during the policy period. Coverage is afforded only for 90 days from the date of acquisition or formation. However, "insured" does not include any organization that: (1) Is a partnership or joint venture; or (2) Is an "insured" under any other automobile policy except a policy written specificall y to apply in excess of this policy; or (3) Has exhausted its Limit of Insurance or had its policy terminated under any other automobile policy. Coverage under this provision d. does not apply to "bodily injury" or "property damage" that occurred before you acquired or formed the organization. 3. EMPLOYEES AS INSUREDS SECTION II - LIABILITY COVERAGE, Paragraph A.1. Who Is An Insured is amended to include the following as an "insured": e. Any "employee" of yours while using a covered "auto" you do not own, hire or borrow but only for acts within the scope of their employment by you. Insurance provided by this endorsement is excess over any other insurance available to any "employee". f. Any "employee" of yours while operating an "auto" hired or borrowed under a written contract or agreement in that "employee's" name, with your permission, while performing duties related to the conduct of your business and within the scope of their employment. Insurance provided by this endorsement is excess over any other insurance available to the "employee". 4. ADDITIONAL INSURED BY CONTRACT, AGREEMENT OR PERMIT SECTION II - LIABILITY COVERAGE, Paragraph A.1. Who Is An Insured is amended to include the following as an "insured": g. Any person or organization with respect to the operation, maintenance or use of a covered "auto", provided that you and such person or organization have agreed in a written contract, written agreement, or permit issued to you by governmental or public authority, to add such person, or organization, or governmental or public authority to this policy as an "insured". However, such person or organization is an "insured": (1) Only with respect to the operation, maintenance or use of a covered "auto"; (2) Only for "bodily injury" or "property damage" caused by an "accident" which takes place after you executed the written contract or written agreement, or the permit has been issued to you; and (3) Only for the duration of that contract, agreement or permit. The "insured" is required to submit a claim to any other insurer to which coverage could apply for defense and indemnity. Unless the "insured" has agreed in writing to primary noncontributory wording per enhancement number 24, this policy is excess over any other collectible insurance. 5. SUPPLEMENTARY PAYMENTS SECTION II - LIABILITY COVERAGE, Coverage Extensions, 2.a. Supplementary Payments, Paragraphs (2) and (4) are replaced by the following: (2) Up to $3,000 for cost of bail bonds (including bonds for related traffic violations ) required because of an "accident" we cover. We do not have to furnish these bonds. (4) All reasonable expenses incurred by the "insured" at our request, including actual loss of earnings up to $500 a day because of time off from work. © 2017 Liberty Mutual Insurance AC 85 01 06 18 Includes copyrighted material of Insurance Services Office Inc.,with its Permission. Page 2 of 7 6. AMENDED FELLOW EMPLOYEE EXCLUSION In those jurisdictions where, by law, fellow "employees" are not entitled to the protection afforded to the employer by the workers compensation exclusivity rule, or similar protection, the following provi- sion is added: SECTION II - LIABILITY, Exclusion B.5. Fellow Employee does not apply if the "bodily injury" results from the use of a covered "auto" you own or hire if you have workers compensation insurance in force for all of your "employees" at the time of "loss". This coverage is excess over any other collectible insurance. SECTION III - PHYSICAL DAMAGE COVERAGE is amended as follows: 7. HIRED AUTO PHYSICAL DAMAGE Paragraph A.4. Coverage Extensions of SECTION III - PHYSICAL DAMAGE COVERAGE, is amended by adding the following: If hired "autos" are covered "autos" for Liability Coverage, and if Comprehensive, Specified Causes of Loss or Collision coverage are provided under the Business Auto Coverage Form for any "auto" you own, then the Physical Damage coverages provided are extended to "autos": a. You hire, rent or borrow; or b. Your "employee" hires or rents under a written contract or agreement in that "employee's" name, but only if the damage occurs while the vehicle is being used in the conduct of your business, subject to the following limit and deductible: a. The most we will pay for "loss" in any one "accident" or "loss" is the smallest of: (1) $50,000; or (2) The actual cash value of the damaged or stolen property as of the time of the "loss"; or (3) The cost of repairing or replacing the damaged or stolen property with other property of like kind and quality, minus a deductible. b. The deductible will be equal to the largest deductible applicable to any owned "auto" for that coverage. c. Subject to the limit, deductible and excess provisions described in this provision, we will provide coverage equal to the broadest coverage applicable to any covered "auto" you own. d. Subject to a maximum of $1,000 per "accident", we will also cover the actual loss of use of the hired "auto" if it results from an "accident", you are legally liable and the lessor incurs an actual financial loss. e. This coverage extension does not apply to: (1) Any "auto" that is hired, rented or borrowed with a driver; or (2) Any "auto" that is hired, rented or borrowed from your "employee" or any member of your "employee's" household. Coverage provided under this extension is excess over any other collectible insurance available at the time of "loss". 8. TOWING AND LABOR SECTION III - PHYSICAL DAMAGE COVERAGE, Paragraph A.2. Towing, is amended by the addition of the following: We will pay towing and labor costs incurred, up to the limits shown below, each time a covered "auto" classified and rated as a private passenger type, "light truck" or "medium truck" is disabled: a. For private passenger type vehicles, we will pay up to $75 per disablement. b. For "light trucks", we will pay up to $75 per disablement. "Light trucks" are trucks that have a gross vehicle weight (GVW) of 10,000 pounds or less. c. For "medium trucks" , we will pay up to $150 per disablement. "Medium trucks" are trucks that have a gross vehicle weight (GVW) of 10,001 -20,000 pounds. However, the labor must be performed at the place of disablement. © 2017 Liberty Mutual Insurance AC 85 01 06 18 Includes copyrighted material of Insurance Services Office Inc.,with its Permission. Page 3 of 7 9. PHYSICAL DAMAGE -ADDITIONAL TRANSPORTATION EXPENSE COVERAGE Paragraph AA.a. Coverage Extensions, Transportation Expenses of SECTION III - PHYSICAL DAMAGE COVERAGE, is amended to provide a limit of $50 per day and a maximum limit of $1,500. 10. RENTAL REIMBURSEMENT SECTION III -PHYSICAL DAMAGE COVERAGE, A. Coverage, is amended by adding the following: a. We will pay up to $75 per day for rental reimbursement expenses incurred by you for the rental of an "auto" because of "accident" or "loss", to an "auto" for which we also pay a "loss" under Comprehensive, Specified Causes of Loss or Collision Coverages. We will pay only for those ex- penses incurred after the first 24 hours following the "accident" or "loss" to the covered "auto." b. Rental Reimbursement requires the rental of a comparable or lessor vehicle, which in many cases may be substantially less than $75 per day, and will only be allowed for the period of time it should take to repair or replace the vehicle with reasonable speed and similar quality, up to a maximum of 30 days. c. We will also pay up to $500 for reasonable and necessary expenses incurred by you to remove and replace your tools and equipment from the covered "auto". This limit is excess over any other collectible insurance. d. This coverage does not apply unless you have a business necessity that other "autos" available for your use and operation cannot fill. e. If "loss" results from the total theft of a covered "auto" of the private passenger type, we will pay under this coverage only that amount of your rental reimbursement expenses which is not already provided under Paragraph 4. Coverage Extension. f. No deductible applies to this coverage. g. The insurance provided under this extension is excess over any other collectible insurance. If this policy also provides Rental Reimbursement Coverage you purchased, the coverage provided by this Enhancement Endorsement is in addition to the coverage you purchased. For the purposes of this endorsement provision, materials and equipment do not include "personal effects" as defined in provision 12.13. 11. EXTRA EXPENSE- BROADENED COVERAGE Under SECTION III - PHYSICAL DAMAGE COVERAGE, A. Coverage, we will pay for the expense of returning a stolen covered "auto" to you. The maximum amount we will pay is $1,000. 12. PERSONAL EFFECTS COVERAGE A. SECTION III -PHYSICAL DAMAGE COVERAGE, A. Coverage, is amended by adding the following: If you have purchased Comprehensive Coverage on this policy for an "auto" you own and that "auto" is stolen, we will pay, without application of a deductible, up to $600 for "personal effects" stolen with the "auto." The insurance provided under this provision is excess over any other collectible insurance. B. SECTION V - DEFINITIONS is amended by adding the following: For the purposes of this provision, "personal effects" mean tangible property that is worn or carried by an "insured." "Personal effects" does not include tools, equipment, jewelry, money or securi- ties. 13. ACCIDENTAL AIRBAG DEPLOYMENT SECTION III -PHYSICAL DAMAGE COVERAGE, B. Exclusions is amended by adding the following: If you have purchased Comprehensive or Collision Coverage under this policy, the exclusion for "loss" relating to mechanical breakdown does not apply to the accidental discharge of an airbag. Any insurance we provide shall be excess over any other collectible insurance or reimbursement by manufacturer's warranty. However, we agree to pay any deductible applicable to the other coverage or warranty. © 2017 Liberty Mutual Insurance AC 85 01 06 18 Includes copyrighted material of Insurance Services Office Inc.,with its Permission. Page 4 of 7 14. PHYSICAL DAMAGE DEDUCTIBLE -VEHICLE TRACKING SYSTEM SECTION III -PHYSICAL DAMAGE COVERAGE, D. Deductible, is amended by adding the following: Any Comprehensive Deductible shown in the Declarations will be reduced by 50% for any "loss" caused by theft if the vehicle is equipped with a vehicle tracking device such as a radio tracking device or a global position device and that device was the method of recovery of the vehicle. 15. AUDIO, VISUAL AND DATA ELECTRONIC EQUIPMENT COVERAGE SECTION III - PHYSICAL DAMAGE COVERAGE, B. Exclusions, Paragraph a. of the exception to exclu- sions 4.c. and 4.d. is deleted and replaced with the following: Exclusions 4.c. and 4.d. do not apply to: a. Electronic equipment that receives or transmits audio, visual or data signals, whether or not de- signed solely for the reproduction of sound, if the equipment is: (1) Permanently installed in the covered "auto" at the time of the "loss" or removable from a housing unit that is permanently installed in the covered "auto"; and (2) Designed to be solely operated by use from the power from the "auto's" electrical system; and (3) Physical damage coverages are provided for the covered "auto". If the "loss" occurs solely to audio, visual or data electronic equipment or accessories used with this equipment, then our obligation to pay for, repair, return or replace damaged or stolen property will be reduced by a$100 deductible. 16. LOAN / LEASE GAP COVERAGE (Not Applicable In New York) A. Paragraph C. Limit Of Insurance of SECTION III - PHYSICAL DAMAGE COVERAGE is amended by adding the following: The most we will pay for a "total loss" to a covered "auto" owned by or leased to you in any one "accident" is the greater of the: 1. Balance due under the terms of the loan or lease to which the damaged covered "auto" is subject at the time of the "loss" less the amount of: a. Overdue payments and financial penalties associated with those payments as of the date of the "loss"; b. Financial penalties imposed under a lease due to high mileage, excessive use or abnormal wear and tear; c. Costs for extended warranties, Credit Life Insurance, Health, Accident or Disability Insur- ance purchased with the loan or lease; d. Transfer or rollover balances from previous loans or leases; e. Final payment due under a "Balloon Loan"; f. The dollar amount of any unrepaired damage which occurred prior to the "total loss" of a covered "auto"; g. Security deposits not refunded by a lessor; h. All refunds payable or paid to you as a result of the early termination of a lease agreement or as a result of the early termination of any warranty or extended service agreement on a covered "auto"; i. Any amount representing taxes; j. Loan or lease termination fees; or 2. The actual cash value of the damage or stolen property as of the time of the "loss". An adjustment for depreciation and physical condition will be made in determining the actual cash value at the time of the "loss". This adjustment is not applicable in Texas. B. Additional Conditions This coverage applies only to the original loan for which the covered "auto" that incurred the "loss" serves as collateral, or lease written on the covered "auto" that incurred the "loss". © 2017 Liberty Mutual Insurance AC 85 01 06 18 Includes copyrighted material of Insurance Services Office Inc.,with its Permission. Page 5 of 7 C. SECTION V - DEFINITIONS is changed by adding the following: As used in this endorsement provision, the following definitions apply: "Total loss" means a 'loss" in which the cost of repairs plus the salvage value exceeds the actual cash value. A "balloon loan" is one with periodic payments that are insufficient to repay the balance over the term of the loan, thereby requiring a large final payment. 17. GLASS REPAIR-WAIVER OF DEDUCTIBLE Paragraph D. Deductible of SECTION III - PHYSICAL DAMAGE COVERAGE is amended by the addition of the following: No deductible applies to glass damage if the glass is repaired rather than replaced. 18. PARKED AUTO COLLISION COVERAGE (WAIVER OF DEDUCTIBLE) Paragraph D. Deductible of SECTION III - PHYSICAL DAMAGE COVERAGE is amended by the addition of the following: The deductible does not apply to 'loss" caused by collision to such covered "auto" of the private passenger type or light weight truck with a gross vehicle weight of 10,000 lbs. or less as defined by the manufacturer as maximum loaded weight the "auto" is designed to carry while it is: a. In the charge of an "insured"; b. Legally parked; and c. Unoccupied. The 'loss" must be reported to the police authorities within 24 hours of known damage. The total amount of the damage to the covered "auto" must exceed the deductible shown in the Declarations. This provision does not apply to any 'loss" if the covered "auto" is in the charge of any person or organization engaged in the automobile business. 19. TWO OR MORE DEDUCTIBLES Under SECTION III - PHYSICAL DAMAGE COVERAGE, if two or more company policies or coverage forms apply to the same "accident", the following applies to Paragraph D. Deductible: a. If the applicable Business Auto deductible is the smaller (or smallest) deductible, it will be waived; or b. If the applicable Business Auto deductible is not the smaller (or smallest) deductible , it will be reduced by the amount of the smaller (or smallest) deductible; or c. If the 'loss" involves two or more Business Auto coverage forms or policies, the smaller (or smallest) deductible will be waived. For the purpose of this endorsement, company means any company that is part of the Liberty Mutual Group. SECTION IV -BUSINESS AUTO CONDITIONS is amended as follows: 20. UNINTENTIONAL FAILURE TO DISCLOSE HAZARDS SECTION IV- BUSINESS AUTO CONDITIONS, Paragraph B.2. is amended by adding the following: If you unintentionally fail to disclose any hazards, exposures or material facts existing as of the incep- tion date or renewal date of the Business Auto Coverage Form, the coverage afforded by this policy will not be prejudiced. However, you must report the undisclosed hazard of exposure as soon as practicable after its discovery, and we have the right to collect additional premium for any such hazard or exposure. © 2017 Liberty Mutual Insurance AC 85 01 06 18 Includes copyrighted material of Insurance Services Office Inc.,with its Permission. Page 6 of 7 21. AMENDED DUTIES IN THE EVENT OF ACCIDENT, CLAIM, SUIT, OR LOSS SECTION IV - BUSINESS AUTO CONDITIONS, Paragraph A.2.a. is replaced in its entirety by the follow- ing: a. In the event of "accident", claim, "suit" or "loss", you must promptly notify us when it is known to: (1) You, if you are an individual; (2) A partner, if you are a partnership; (3) Member, if you are a limited liability company; (4) An executive officer or the "employee" designated by the Named Insured to give such notice, if you are a corporation. To the extent possible, notice to us should include: (a) How, when and where the "accident" or "loss" took place; (b) The "insureds" name and address; and (c) The names and addresses of any injured persons and witnesses. 22. WAIVER OF TRANSFER OF RIGHTS OF RECOVERY AGAINST OTHERS TO US SECTION IV - BUSINESS AUTO CONDITIONS, Paragraph A.5. Transfer Of Rights Of Recovery Against Others To Us, is amended by the addition of the following: If the person or organization has in a written agreement waived those rights before an "accident" or "loss", our rights are waived also. 23. HIRED AUTO COVERAGE TERRITORY SECTION IV - BUSINESS AUTO CONDITIONS, Paragraph B.7. Policy Period, Coverage Territory, is amended by the addition of the following: f. For "autos" hired 30 days or less, the coverage territory is anywhere in the world, provided that the "insured's" responsibility to pay for damages is determined in a "suit", on the merits, in the United States, the territories and possessions of the United States of America, Puerto Rico or Canada or in a settlement we agree to. This extension of coverage does not apply to an "auto" hired, leased, rented or borrowed with a driver. 24. PRIMARY AND NON-CONTRIBUTING IF REQUIRED BY WRITTEN CONTRACT OR WRITTEN AGREE- MENT The following is added to SECTION IV - BUSINESS AUTO CONDITIONS, General Conditions, B.5. Other Insurance and supersedes any provision to the contrary: This Coverage Form's Covered Autos Liability Coverage is primary to and will not seek contribution from any other insurance available to an "insured" under your policy provided that: 1. Such "insured" is a Named Insured under such other insurance; and 2. You have agreed in a written contract or written agreement that this insurance would be primary and would not seek contribution from any other insurance available to such "insured". SECTION V - DEFINITIONS is amended as follows: 25. BODILY INJURY REDEFINED Under SECTION V -DEFINITIONS, Definition C. is replaced by the following: "Bodily injury" means physical injury, sickness or disease sustained by a person, including mental anguish, mental injury, shock, fright or death resulting from any of these at any time. © 2017 Liberty Mutual Insurance AC 85 01 06 18 Includes copyrighted material of Insurance Services Office Inc.,with its Permission. Page 7 of 7 This page has been left blank intentionally.