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AG 17-129RETURN TO: PW ADMIN EXT: 2700 ID #: S1 14_ CITY OF FEDERAL WAY LAW DEPARTMENT ROUTING FORM 1. ORIGINATING DEPT/DIV: PUBLIC WORKS / Gift) ill 2. ORIGINATING STAFF PERSON:I I I % J 1� �1 EXT: t 4� 3. DATE REQ. BY: �1 ! � I 3. TYPE OF DOCUMENT (CHECK ONE): ❑ CONTRACTOR SELECTION DOCUMENT (E.G., RFB, o PUBLIC WORKS CONTRACT V PROFESSIONAL SERVICE AGREEMENT ❑ GOODS AND SERVICE AGREEMENT ❑ REAL ESTATE DOCUMENT ❑ ORDINANCE o CONTRACT AMENDMENT (AG #): RFP, RFQ) ❑ SMALL OR LIMITED PUBLIC WORKS CONTRACT ❑ MAINTENANCE AGREEMENT ❑ HUMAN SERVICES / CDBG ❑ SECURITY DOCUMENT (E.G. BOND RELATED DOCUMENTS) ❑ RESOLUTION ❑ INTERLOCAL ❑ OTHER 4. PROJECT NAME: 're.4( ,JIyK r1iY I IL .. 1- /g o F MAe ro nv-e,4 k.- a.rnpi s 5. NAME OFC0NTRACTOR:.,4. !v /A 1G' ADDRESS: ' <# V Z E -MAIL: w / i @ri-i i H'1 Uy1 . CD r✓I /. j4 e- . TELEPPH,ONE:. • FAX: - • 7 'Ly SIGNATURE NAME: eQ I 1/711/..4-1 TITLE: i'ZSlGi fi- 6. EXHIBITS AND ATTACHMENTS: ❑ SCOPE, WORK OR SERVICES ❑ COMPENSATION ❑ INSURANCE REQUIREMENTS /CERTIFICATE ❑ ALL REFERENCED EXHIBITS Cr? -�PROOF OF AUTHORITY TO SIGN D REQUIRED LICENSES ❑ PRIOR CO TRACT /AMENDMENTS CFW LICENSE #C l jD( /'i BL, EXP. 12/31/ 7 UBI # t� p` )02 14L, EXP. l/J'/ OTHER 7. TERM: COMMENCEMENT DATE: COMPLETION DATE: /02/J! /cam, 8. TOTAL COMPENSATION: $ ,5a, w3O, OQ (INCLUDE EXPENSES AND SALES TAX, IF ANY) (IF CALCULATED ON HOURLY LABOR CHARGE - REIMBURSABLE EXPENSE: ❑ YES ❑ NO IF IS SALES TAX OWED: ❑ YES ❑ NO IF RETAINAGE: RETAINAGE AMOUNT: ATTACH SCHEDULES OF EMPLOYEES TITLES AND HOLIDAY RATES) YES, MAXIMUM DOLLAR AMOUNT: $ YES, $ PAID BY: ❑ CONTRACTOR ❑ CITY ❑ RETAINAGE AGREEMENT (SEE CONTRACT) OR ❑ RETAINAGE BOND PROVIDED ❑ PURCHASING: PLEASE CHARGE TO: 40 l - 31a) ,-(1)30 -5 -2 �s -' 1 9. DOCUMENT / CONTRACT REVIEW /' PROJECT MANAGER 1 DIVISION MANAGER DEPUTY DIRECTOR ,49 DIRECTOR ❑ RISK MANAGEMENT (IF APPLICABLE) t LAW DEPT 10. COUNCIL APPROVAL (IF APPLICABLE) COMMITTEE CT SIGNATURE ROUTING 11. CONo S E N T TO VENDOR/CONTRACTOR ❑ ATTACH: SIGNATURE AUTHORITY, INSURANCE o CREATE ELECTRONIC REMINDER/NOTIFICATION (INCLUDE DEPT. SUPPORT STAFF IF NECESSARY AND ❑ FINANCE DEPARTMENT XLAW DEPT SIGNATORY (MAYOR OR DIRECTOR)__ CITY CLERK >k ASSIGNED AG # A SIGNED COPY RETURNED RETURN ONE ORIGINAL COMMENTS: EXECUTE " " ORIGINALS INITIAL / P A E ' EVIEWED INITIAL / DATE APPROVED A nekilill IIW 1Z•\ \'I l"1 4 � t _ -% i © 7(17('7 APPROVAL DATE: COUNCIL APPROVAL DATE: A DATE SENT: Will 1l 0 . / DATE RECD: i ` t l 17 NEEDED.) CERTIFICATE, LICENSES, EXHIBITS FOR 1 MONTH PRIOR TO EXPIRATION DATE FEEL FREE TO SET NOTIFICATION MORE THAN A MONTH IN ADVANCE IF COUNCIL APPROVAL IS INITIAL / DATE SIGNED ,I,,L-1, , // _ 4_: Mk rt ,A % I 111 # lAI • E SENT: O ?'IS -ice " 4/2017 CITY OF CITY HALL 33325 8th Avenue South Federal Way. WA 98003 -6325 (253) 835 -7000 www cttyoffederalway com Federal Way PROFESSIONAL SERVICES AGREEMENT FOR FRESHWATER BENTHIC TAXONOMY OF MACROINVERTEBRATE SAMPLES This Professional Services Agreement ( "Agreement ") is made between the City of Federal Way, a Washington municipal corporation ( "City "), and Rhithron Associates, Inc., a Montana corporation ( "Contractor "). The City and Contractor (together "Parties ") are located and do business at the below addresses, which shall be valid for any notice required under this Agreement: RHITHRON ASSOCIATES, INC.: Wease Bollman, President 33 Fort Missoula Road Missoula, MT 59804 (406) 721 -1977 (telephone) (406) 721 -2028 (facsimile) wbollman @thithron.com The Parties agree as follows: CITY OF FEDERAL WAY: Mindi English, Water Quality Coordinator 33325 8th Avenue South Federal Way, WA 98003 -6325 (253) 835 -2756 (telephone) (253) 835 -2709 (facsimile) mindi.english@cityoffederalway.com 1. TERM. The term of this Agreement shall commence upon the effective date of this Agreement, which shall be the date of mutual execution, and shall continue until the completion of the Services specified in this Agreement, but in any event no later than December 31, 2021 ( "Term "). This Agreement may be extended for additional periods of time upon the mutual written agreement of the Parties. 2. SERVICES. The Contractor shall perform the services more specifically described in Exhibit A ( "Services "), attached hereto and incorporated by this reference, in a manner consistent with the accepted professional practices for other similar services within the Puget Sound region in effect at the time those services are performed, performed to the City's satisfaction, within the time period prescribed by the City and pursuant to the direction of the Mayor or his or her designee. The Contractor warrants that it has the requisite training, skill, and experience necessary to provide the Services and is appropriately accredited and licensed by all applicable agencies and governmental entities, including but not limited to obtaining a City of Federal Way business registration. Services shall begin immediately upon the effective date of this Agreement. Services shall be subject, at all times, to inspection by and approval of the City, but the making (or failure or delay in making) such inspection or approval shall not relieve Contractor of responsibility for performance of the Services in accordance with this Agreement, notwithstanding the City's knowledge of defective or non - complying performance, its substantiality or the ease of its discovery. 3. 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 above. The City may terminate this Agreement immediately if the Contractor fails to maintain required insurance policies, breaches confidentiality, or materially violates Section 12 of this Agreement. Termination for such conduct may render the Contractor ineligible for City agreements in the future. 4. COMPENSATION. 4.1 Amount. In return for the Services, the City shall pay the Contractor an amount not to exceed a maximum amount and according to a rate or method as delineated in Exhibit B, attached hereto and incorporated by this reference. The Contractor agrees that any hourly or flat rate charged by it for its services contracted for herein shall remain locked at the negotiated rate(s) for the Term. Except as otherwise provided in Exhibit B, the Contractor shall be solely responsible for the payment of any taxes imposed by any lawful jurisdiction as a result of the performance of Services and payment under this Agreement. PROFESSIONAL SERVICES AGREEMENT 1 3/2017 CITY OF Federal Way CITY HALL 33325 8th Avenue South Federal Way, WA 98003 -6325 (253) 835 -7000 www dtyoffederalway com 4.2 Method of Payment. On an annual basis, the Contractor shall submit a voucher or invoice in the form specified by the City, including a description of what Services have been performed. The Contractor shall also submit a final bill upon completion of all Services. Payment shall be made on a monthly basis by the City only after the Services have been performed and within thirty (30) days following receipt and approval by the appropriate City representative of the voucher or invoice. If the Services do not meet the requirements of this Agreement, the Contractor will correct or modify the work to comply with the Agreement. The City may withhold payment for such work until the work meets the requirements of the Agreement. 4.3 Non - Appropriation of Funds. If sufficient funds are not appropriated or allocated for payment under this Agreement for any future fiscal period, the City will not be obligated to make payments for Services or amounts incurred after the end of the current fiscal period, and this Agreement will terminate upon the completion of all remaining Services for which funds are allocated. No penalty or expense shall accrue to the City in the event this provision applies. 5. INDEMNIFICATION. 5.1 Contractor Indemnification. The Contractor agrees to release, indemnify, defend, and hold the City, its elected officials, officers, employees, agents, representatives, insurers, attorneys, and volunteers harmless from any and all claims, demands, actions, suits, causes of action, arbitrations, mediations, proceedings, judgments, awards, injuries, damages, liabilities, taxes, losses, fines, fees, penalties expenses, attorney's fees, costs, and/or litigation expenses to or by any and all persons or entities, including, without limitation, their respective agents, licensees, or representatives; arising from, resulting from, or in connection with this Agreement or the acts, errors or omissions of the Contractor in performance of this Agreement, except for that portion of the claims caused by the City's sole negligence. 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 Contractor and the City, the Contractor's liability, including the duty and cost to defend, hereunder shall be only to the extent of the Contractor's negligence. Contractor shall ensure that each sub - contractor shall agree to defend and indemnify the City, its elected officials, officers, employees, agents, representatives, insurers, attorneys, and volunteers to the extent and on the same terms and conditions as the Contractor pursuant to this paragraph. The City's inspection or acceptance of any of Contractor's work when completed shall not be grounds to avoid any of these covenants of indemnification. 5.2 Industrial Insurance Act Waiver. It is specifically and expressly understood that the Contractor waives any immunity that may be granted to it under the Washington State industrial insurance act, Title 51 RCW, solely for the purposes of this indemnification. Contractor's indemnification shall not be limited in any way by any limitation on the amount of damages, compensation or benefits payable to or by any third party under workers' compensation acts, disability benefit acts or any other benefits acts or programs. The Parties acknowledge that they have mutually negotiated this waiver. 5.3 City Indemnification. The City agrees to release, indemnify, defend and hold the Contractor, its officers, directors, shareholders, partners, employees, agents, representatives, and sub - contractors harmless from any and all claims, demands, actions, suits, causes of action, arbitrations, mediations, proceedings, judgments, awards, injuries, damages, liabilities, losses, fines, fees, penalties expenses, attorney's fees, costs, and/or litigation expenses to or by any and all persons or entities, including without limitation, their respective agents, licensees, or representatives, arising from, resulting from or connected with this Agreement to the extent solely caused by the negligent acts, errors, or omissions of the City. 5.4 Survival. The provisions of this Section shall survive the expiration or termination of this Agreement with respect to any event occurring prior to such expiration or termination. 6. INSURANCE. The Contractor agrees to carry insurance for liability which may arise from or in connection with the performance of the services or work by the Contractor, their agents, representatives, employees, or subcontractors for the duration of the Agreement and thereafter with respect to any event occurring prior to such expiration or termination as follows: PROFESSIONAL SERVICES AGREEMENT - 2 - 3/2017 Vecleral Way CITY HALL 33325 8th Avenue South Federal Way, WA 98003 -6325 (253) 835 -7000 www cltyoffederalway com 6.1. Minimum Limits. The Contractor agrees to carry as a minimum, the following insurance, in such forms and with such carriers who have a rating that is satisfactory to the City: a. Commercial general liability insurance covering liability arising from premises, operations, independent contractors, products - completed operations, stopgap liability, personal injury, bodily injury, death, property damage, products liability, advertising injury, and liability assumed under an insured contract with limits no less than $1,000,000 for each occurrence and $2,000,000 general aggregate. b. Workers' compensation and employer's liability insurance in amounts sufficient pursuant to the laws of the State of Washington. c. Automobile liability insurance covering all owned, non - owned, hired, and leased vehicles with a minimum combined single limits in the minimum amounts required to drive under Washington State law per accident for bodily injury, including personal injury or death, and property damage. d. Professional liability insurance with limits no less than $1,000,000 per claim and $2,000,000 policy aggregate for damages sustained by reason of or in the course of operation under this Agreement, whether occurring by reason of acts, errors or omissions of the Contractor. 6.2. No Limit of Liability. Contractor's maintenance of insurance as required by this Agreement shall not be construed to limit the liability of the Contractor to the coverage provided by such insurance, or otherwise limit the City's recourse to any remedy available at law or in equity. The Contractor's insurance coverage shall be primary insurance with respect to the City. Any insurance, self - insurance, or insurance pool coverage maintained by the City shall be excess of the Contractor's insurance and shall not contribute with Contractor's insurance. 6.3. Additional Insured, Verification. The City shall be named as additional insured on all commercial general liability insurance policies. Concurrent with the execution of this Agreement, Contractor shall provide certificates of insurance for all commercial general liability policies attached hereto as Exhibit C and incorporated by this reference. At the City's request, Contractor shall furnish the City with copies of all insurance policies and with evidence of payment of premiums or fees of such policies. If Contractor's insurance policies are "claims made," Contractor shall be required to maintain tail coverage for a minimum period of three (3) years from the date this Agreement is terminated or upon project completion and acceptance by the City. 6.4 Survival. The provisions of this Section shall survive the expiration or termination of this Agreement. 7. CONFIDENTIALITY. All information regarding the City obtained by Contractor in performance of this Agreement shall be considered confidential and subject to applicable laws. Breach of confidentiality by the Contractor may be grounds for immediate termination. All records submitted by the City to the Contractor will be safeguarded by the Contractor. The Contractor will fully cooperate with the City in identifying, assembling, and providing records in case of any public records request. 8. WORK PRODUCT. All originals and copies of work product, including plans, sketches, layouts, designs, design specifications, records, files, computer disks, magnetic media, or material that may be produced or modified by Contractor while performing the Services shall belong to the City upon delivery. The Contractor shall make such data, documents, and files available to the City and shall deliver all needed or contracted for work product upon the City's request. At the expiration or termination of this Agreement, all originals and copies of any such work product remaining in the possession of Contractor shall be delivered to the City. 9. BOOKS AND RECORDS. The Contractor agrees to maintain books, records, and documents which sufficiently and properly reflect all direct and indirect costs related to the performance of the Services specified in this Agreement, and maintain such accounting procedures and practices as may be deemed necessary by the City to assure proper accounting of all funds paid pursuant to this Agreement. These records shall be subject, at all reasonable times, to inspection, review, or audit by the City, its authorized representative, the State Auditor, or other governmental officials authorized by law to monitor this Agreement. 10. INDEPENDENT CONTRACTOR. The Parties intend that the Contractor shall be an independent contractor and that the Contractor has the ability to control and direct the performance and details of its work, the City being interested PROFESSIONAL SERVICES AGREEMENT - 3 - 3/2017 Federal Way CITY HALL 33325 8th Avenue South Federal Way. WA 98003 -6325 (253) 835 -7000 www crtyoffederalway com only in the results obtained under this Agreement. The City shall be neither liable nor obligated to pay Contractor sick leave, vacation pay, or any other benefit of employment, nor to pay any social security or other tax that may arise as an incident of this Agreement. Contractor shall take all necessary precautions and shall be responsible for the safety of its employees, agents, and subcontractors in the performance of the Services specified in this Agreement and shall utilize all protection necessary for that purpose. All work shall be done at Contractor's own risk, and Contractor shall be responsible for any loss of or damage to materials, tools, or other articles used or held for use in connection with the Services. The Contractor shall pay all income and other taxes due except as specifically provided in Section 4 of this Agreement. Industrial or any other insurance that is purchased for the benefit of the City, regardless of whether such may provide a secondary or incidental benefit to the Contractor, shall not be deemed to convert this Agreement to an employment contract. If the Contractor is a sole proprietorship or if this Agreement is with an individual, the Contractor agrees to notify the City and complete any required form if the Contractor retired under a State of Washington retirement system and agrees to indemnify any losses the City may sustain through the Contractor's failure to do so. 11. CONFLICT OF INTEREST. It is recognized that Contractor may or will be performing professional services during the Term for other entities or persons; however, such performance of other services shall not conflict with or interfere with Contractor's ability to perform the Services. Contractor agrees to resolve any such conflicts of interest in favor of the City. Contractor confirms that Contractor does not have a business interest or a close family relationship with any City officer or employee who was, is, or will be involved in the Contractor's selection, the negotiation, drafting, signing, administration of this Agreement, or the evaluation of the Contractor's performance. 12. EQUAL OPPORTUNITY EMPLOYER. In all services, programs, activities, hiring, and employment made possible by or resulting from this Agreement or any subcontract, there shall be no discrimination by Contractor or its subcontractors of any level, or any of those entities' employees, agents, subcontractors, or representatives against any person because of sex, age (except minimum age and retirement provisions), race, color, religion, creed, national origin, marital status, honorably discharged veteran or military status, sexual orientation including gender expression or identity, or the presence of any disability, including sensory, mental or physical handicaps, unless based upon a bona fide occupational qualification in relationship to hiring and employment. This requirement shall apply, but not be limited to the following: employment, advertising, layoff or termination, rates of pay or other forms of compensation, and selection for training, including apprenticeship. Contractor shall comply with and shall not violate any of the terms of Chapter 49.60 RCW, Title VI of the Civil Rights Act of 1964, the Americans With Disabilities Act, Section 504 of the Rehabilitation Act of 1973, 49 CFR Parts 21, 21.5, and 26, or any other applicable federal, state, or local law or regulation regarding non- discrimination. 13. GENERAL PROVISIONS. 13.1 Interpretation and Modification. This Agreement, together with any attached Exhibits, contains all of the agreements of the Parties with respect to any matter covered or mentioned in this Agreement and no prior statements or agreements, whether oral or written, shall be effective for any purpose. Should any language in any Exhibits to this Agreement conflict with any language in this Agreement, the terms of this Agreement shall prevail. The respective captions of the Sections of this Agreement are inserted for convenience of reference only and shall not be deemed to modify or otherwise affect any of the provisions of this Agreement. Any provision of this Agreement that is declared invalid, inoperative, null and void, or illegal shall in no way affect or invalidate any other provision hereof and such other provisions shall remain in full force and effect. Any act done by either Party prior to the effective date of the Agreement that is consistent with the authority of the Agreement and compliant with the terms of the Agreement, is hereby ratified as having been performed under the Agreement. No provision of this Agreement, including this provision, may be amended, waived, or modified except by written agreement signed by duly authorized representatives of the Parties. 13.2 Assignment and Beneficiaries. Neither the Contractor nor the City shall have the right to transfer or assign, in whole or in part, any or all of its obligations and rights hereunder without the prior written consent of the other Party. 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. Subject to the foregoing, the rights and obligations of the Parties shall inure to the benefit of and be binding upon their respective successors in interest, heirs and assigns. This Agreement is made and entered into for the sole protection and benefit of the Parties hereto. No other person PROFESSIONAL SERVICES AGREEMENT - 4 - 3/2017 CITY OF Federal Way CITY HALL 33325 8th Avenue South Federal Way, WA 98003 -6325 (253) 835 -7000 www dtyoffederalway com or entity shall have any right of action or interest in this Agreement based on any provision set forth herein. 13.3 Compliance with Laws. The Contractor shall comply with and perform the Services in accordance with all applicable federal, state, local, and city laws including, without limitation, all City codes, ordinances, resolutions, regulations, rules, standards and policies, as now existing or hereafter amended, adopted, or made effective. If a violation of the City's Ethics Resolution No. 91 -54, as amended, occurs as a result of the formation or performance of this Agreement, this Agreement may be rendered null and void, at the City's option. 13.4 Enforcement. Time is of the essence of this Agreement and each and all of its provisions in which performance is a factor. Adherence to completion dates set forth in the description of the Services is essential to the Contractor's performance of this Agreement. Any notices required to be given by the Parties shall be delivered at the addresses set forth at the beginning of this Agreement. Any notices may be delivered personally to the addressee of the notice or may be deposited in the United States mail, postage prepaid, to the address set forth above. Any notice so posted in the United States mail shall be deemed received three (3) days after the date of mailing. Any remedies provided for under the terms of this Agreement are not intended to be exclusive, but shall be cumulative with all other remedies available to the City at law, in equity, or by statute. 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. Failure or delay of the City to declare any breach or default immediately upon occurrence shall not waive such breach or default. Failure of the City to declare one breach or default does not act as a waiver of the City's right to declare another breach or default. This Agreement shall be made in, governed by, and interpreted in accordance with the laws of the State of Washington. If the Parties are unable to settle any dispute, difference or claim arising from this Agreement, the exclusive means of resolving that dispute, difference, or claim, shall be by filing suit under the venue, rules, and jurisdiction of the King County Superior Court, King County, Washington, unless the parties agree in writing to an alternative process. If the King County Superior Court does not have jurisdiction over such a suit, then suit may be filed in any other appropriate court in King County, Washington. Each party consents to the personal jurisdiction of the state and federal courts in King County, Washington and waives any objection that such courts are an inconvenient forum. If either Party brings any claim or lawsuit arising from this Agreement, each Party shall pay all its legal costs and attorney's fees and expenses incurred in defending or bringing such claim or lawsuit, including all appeals, in addition to any other recovery or award provided by law; however, nothing in this paragraph shall be construed to limit the Parties' rights to indemnification under Section 5 of this Agreement. 13.5 Execution. Each individual executing this Agreement on behalf of the City and Contractor represents and warrants that such individual is duly authorized to execute and deliver this Agreement. This Agreement may be executed in any number of counterparts, each of which shall be deemed an original and with the same effect as if all Parties hereto had signed the same document. All such counterparts shall be construed together and shall constitute one instrument, but in making proof hereof, it shall only be necessary to produce one such counterpart. The signature and acknowledgment pages from such counterparts may be assembled together to form a single instrument comprised of all pages of this Agreement and a complete set of all signature and acknowledgment pages. The date upon which the last of all of the Parties have executed a counterpart of this Agreement shall be the "date of mutual execution" hereof. [Signature page follows] PROFESSIONAL SERVICES AGREEMENT 5 3/2017 CITY OF Federal Way CITY HALL 33325 8th Avenue South Federal Way. WA 98003 -6325 (253) 835 -7000 www c,tyoffederalway com IN WITNESS, the Parties execute this Agreement below, effective the last date written below. (Jim Ferrell, Mayor DATE: /3\ I q I I RHITHRON ASSOCIATES, INC.: By: Wease Bollman, President DATE: / STATE OF WASHINGTON ) ) ss. COUNTY OF KING ) ATTEST: h'ie MC, City Clerk APPROVED AS TO FORM: -gyp v' J. Ryan Call, City Attorney On this day personally appeared before me Wease Bollman, to me known to be the President of Rhithron Associates, Inc. that executed the foregoing instrument, and acknowledged the said instrument to be the free and voluntary act and deed of said corporation, for the uses and purposes therein mentioned, and on oath stated that she was authorized to execute said instrument and that the seal affixed, if any, is the corporate seal of said corporation. GIVEN my hand and official seal this 111"- day of � , 201-7: Notary's signature UO ` 'Tent Notary's printed name r cec s 0 . 'TFp,+'td -Ql Notary Public in and for the tate of Washington. My commission expires Y 1 c4 I2 PROFESSIONAL SERVICES AGREEMENT - 6 3/2017 Federal Way EXHIBIT A SERVICES 1. The Contractor shall do or provide the following: CITY HALL 33325 8th Avenue South Federal Way. WA 98003 -6325 (253) 835 -7000 www cityoffederalway com Shipping Rhithron Associates, Inc. (Rhithron) will supply wide mouth jars suitable for sample collection to the City of Federal Way (City), and will ship these each year upon notification by the City project manager. In late summer or early fall, Rhithron will pick -up samples at the City of Federal Way facilities, and will provide transport of the samples to the Rhithron laboratory. Rhithron will consult with the project manager concerning chain of custody procedures: if desired, Rhithron will provide a standard chain of custody form to the project manager prior to sample pick -up. Rhithron will collect the form at the time of sample pick -up, and will sign and return the form after sample intact procedures at the Rhithron laboratory. From the time of sample pick -up, Rhithron assumes sole responsibility of custody, care, and integrity of the samples. Rhithron operates under an active safety program, which meets all applicable State, Federal, and local regulations for the safe handling and analyses of environmental samples, as well as for safe laboratory practices. Rhithron acknowledges that the potential health and safety hazards associated with City of Federal Way samples may not be known. Sample Processing Procedures and Quality Assurance Rhithron shall employ internal Quality Systems procedures designed to intensively evaluate and improve the performance and efficiency of our team. These quality systems procedures shall begin as soon as the samples are received and continue through all processing, analysis and reporting. Sample Handling and Management Upon arrival at the laboratory, Rhithron staff shall evaluate the condition of the samples, check them for leakage and breakage, and "top them off" with preservative, if necessary. An internal inventory will be compiled and compared with the sample submittal form or chain of custody form and any discrepancies are reported to the client immediately. Once discrepancies are resolved, the chain of custody document will be signed and provided to the project manager. Sample metadata will be uploaded to the Rhithron database and project paperwork is generated. Sample Processing, Sorting, and QA/QC for Sorting Efficiency Sample processing will be carried out using procedures consistent with historic City of Federal Way procedures, as described in the technical summary documents previously provided to the City by Rhithron. Annual monitoring samples which are composed of 3 Surber samples will be thoroughly combined into a single composite sample. For DOE required samples, kick samples will be collected from one square foot of surface area along 3 transects. These samples will be combined into one replicate. Three replicates will be collected per site for a total of 9 square feet of sampling area. All samples will be preserved in the field using a solution of 95% non - denatured ethanol. Gridded sorting trays (Caton trays) will be used for sorting, and random subsamples of at least 500 organisms that will be obtained. If a sample contains fewer than 500 organisms, the entire sample will be processed. Sorted organisms will be counted and preserved in ethanol for subsequent identification. After the required numbers of organisms are obtained, a Large /Rare scan will be conducted for a maximum of 15 minutes, on any unsorted sample remainder, and these organisms will be retained separately from the subsample. These organisms will be reported with a count of 1 in the submitted data, and will only be reported if they are unique and not present in the subsample. Quality assurance /Quality control procedures for sample sorting will involve the measurement of sorting efficiency, which is measured on 100% of samples. Ten percent (10 %) of sorted substrate material will be re- examined by a second sorting technician. Technicians record sorting efficiency for each sample on sample benchsheets. QA/QC failures will be addressed immediately by technicians. Sorting efficiency QA/QC procedures are fully described in Rhithron's Quality Assurance Plan for macroinvertebrate samples, which is kept on file with Surface Water Management. PROFESSIONAL SERVICES AGREEMENT 7 3/2017 Vecleral Way CITY HALL 33325 8th Avenue South Federal Way, WA 98003 -6325 (253) 835 -7000 www cilyoffederalway com Taxonomic resolution Organisms will be identified to taxonomic levels required by the City of Federal Way: either the WDOE resolution ( http:// www. ecy.wa.gov/biblio /1003109.html) with Oligochaetes, Hirudinea, and Acari identified to genus levels, or the standard B -IBI taxonomic resolution, with these taxa left at lower taxonomic resolution, will be used, according to the City of Federal Way instructions. Cost estimates for both types of analysis are provided in EXHIBIT B. Internal Taxonomic Quality Assurance The complete text of Rhithron's Quality Assurance Plan for macroinvertebrate taxonomy and data handling is kept on file with Surface Water Management. Rhithron shall use its standard operating procedure for taxonomic quality assurance which requires that 10% of the samples within a project are subject to a second identification by a taxonomist other than the original. All discrepancies will be addressed; if consensus on a particular determination cannot be reached, external verification is sought. Taxonomic similarity will integrate taxonomic composition and abundance into a single statistic. For this evaluation, Rhithron will typically utilize the Bray -Curtis Index of Similarity to describe the taxonomic and enumeration precision for samples as a single numerical value. The target value for data similarity is 95% and quality assurance statistics will be provided to the City on a per - sample basis. In addition to exchanging specimens among the professional staff, Rhithron will maintain a comprehensive reference collection, most of which has been externally verified by recognized taxonomic specialists. Rhithron will use the collection to compare difficult or unusual specimens with similar taxa collected from earlier studies. On Quality Assurance in Taxonomy Laboratories: Rhithron's Approach Rhithron's, standard Quality Assurance systems will be used to provide the highest quality data possible. These systems address all four performance characteristics identified by Stribling et al. as data quality trackers: accuracy, precision, bias, and completeness. To address the issue of accuracy, Rhithron will use the most current literature available and continually interact with other professionals to keep abreast of the latest developments in the industry. Rhithron's reference collection is extensive, and Rhithron will utilize professional relationships with other specialists in order to have specimens verified. Rhithron shall test the taxonomic precision by the most rigorous Quality Assurance procedures in current practice. The Chief Biologist will oversee the application of protocols, track statistics, and institute corrective action, such as further training or refined procedures. In addition, QA will be performed concurrently with the projects, therefore, taxonomists will give and get instantaneous feedback on determinations. When consensus cannot be achieved, specimens will be sent to systematists for verification. The Bray -Curtis Index of Similarity will be used to incorporate both identifications as well as counts into a single result. Rhithron will address measuring precision by specialized verifications and differences in staff capabilities by advancing staff development with both internal and external training as well as by documenting taxonomic discrepancy meetings and discussions, which shall be provided to the City. Rhithron will address data completeness by indicating on bench sheets, as well as in Rhithron's database, reasons why taxonomic targets may not be met. Reasons include: damage to specimens, poor preservation, early instar or immaturity, and life stage. These specimens will be included in the calculation of compositional metrics or tolerance indices, but will not be included in calculations of richness metrics unless their uniqueness from other specimens is confidently ascertained. PROFESSIONAL SERVICES AGREEMENT - 8 3/2017 Vecferal Way Equipment to be used for City of Federal Way sample processing and analysis: CITY HALL 33325 8th Avenue South Federal Way, WA 98003 -6325 (253) 835 -7000 www crtyoffederalway com Optics • 8 Leica S8A Apochromatic Stereomicroscopes: used for identification of invertebrates. • 3 Leica S6E Apochromatic Stereomicroscopes: used for sorting of benthic and drift samples. • 2 Leica DM2500 compound microscopes with Nomarski (DIC) contrast and darkfield capabilities, with diamond scribes and magnification to 1000X: used for diatom identification, and infrequently, for oligochaetes and chironomids. • Olympus BX51 Apochromatic Compound Microscope with Hoffman Modulation Contrast. Used for identification of slide- mounted oligochaetes and chironomids. • 2 Leica DM1000light microscopes: used for identification of oligochaetes and chironomids and for examination of other slide - mounted material. • 3 Leica 2x objective, WD 35mm (doublers): used to increase magnification of apochromatic stereomicroscopes. • 6 Leica EZ4 Stereomicroscopes: used for sorting of benthic and drift samples. • 2 Leica DFC420 R2 Digital Cameras. Mounted on the DM2500 microscopes, these are used for photography of algal and invertebrate specimens. • 1 Insight 4 Color Digital Camera with Spot Imaging Software. Mounted on the Olympus compound microscope, this camera is used for photographing oligochaete, chironomid, and other invertebrate specimens. • Olympus DP 11 Digital Camera. Mounted on a Leica S8 APO stereomicroscope, this camera is used for photographing invertebrates. • Optical and Stage Micrometers for macroinvertebrate morphometry. • 10 Dolan - Jenner dual fiberoptic illuminators. Used along with the Leica apochromatic stereomicroscopes for invertebrate identifications, and for preparing slide - mounts of oligochaetes and chironomids. • 7 Dolan - Jenner single fiberoptic illuminators. Used for sorting benthic and drift invertebrate samples. Specialized sample processing equipment • 12 Caton subsampling trays • Soil sieves of various sizes • 1 Marchant box • Tally counters • Elutriation equipment • Fume hood • Desiccation oven • Centrifuge Data Reporting Taxonomic information will be entered into an electronic data entry interface by the taxonomists at the time of identification, and uploaded to Rhithron's customized database for macroinvertebrate data. Rhightron will provide uploads to the Puget Sound Stream Benthos (PSSB) website. Rhithron data technicians will maintain secure login identifiers that allow them access to the website. Rhithron will utilize the tools provided by the data management system for tabulating the samples and the taxonomic data. Rhithron will also update the PSSB master taxa list, including provision of IT IS taxonomic serial numbers and taxon attributes and characteristics. PROFESSIONAL SERVICES AGREEMENT 9 - 3/2017 CITY FeOF deral Way CITY HALL 33325 8th Avenue South Federal Way. WA 98003 -6325 (253) 835 -7000 www cltyoffederalway com Data delivery Rhithron's current macroinvertebrate sample analysis capacity exceeds 400 samples per month. Rhithron will deliver final data and QA/QC results to the City of Federal Way as soon as possible, and not later than 180 days after receipt of samples for any particular year. Deliverables Deliverables for City of Federal Way macroinvertebrate projects will include formatted data to client specifications delivered to the City project manager, including B -IBI metric and index calculations, and a technical summary document which summarizes all methods and QA/QC statistics. Deliverables also include formatted data upload to the PSSB website, including updates to the PSSB master taxa list, if required. Proposed Project Schedule • Early summer: Shipment of sample jars • September: Sample pickup, inventory, chain of custody document exchange, metadata upload to the Rhithron database • October — January: Sample processing, sorting, identification, QA/QC systems and analysis, data compilation, data upload to PSSB website, data and QA/QC statistics reporting to City of Federal Way PROFESSIONAL SERVICES AGREEMENT - 10 - 3/2017 44*■,/h^ Federal Way CITY HALL 33325 8th Avenue South Federal Way. WA 98003 -6325 (253) 835 -7000 www crtyoffederalway corn EXHIBIT `B" COMPENSATION 1. Total Compensation: In return for the Services, the City shall pay the Contractor an amount not to exceed Thirty -Two Thousand Two Hundred Eighty and Zero /100 Dollars ($ 32,280.00). TOTAL COMPENSATION FOR FIVE (5) YEARS Includes shipping of sample jars, all procedures related to sample analysis and identification, Quality assurance /Quality Control procedures for sample sorting and taxonomy, data compilation and delivery, data upload to the PSSB website, preparation and delivery of the technical summary document. TOTAL COMPENSATION FOR FIVE SAMPLE YEARS (2017/2018/2019 /2020/2021) Analytical Method Cost Per Sample Estimated Number of Samples Analyzed Total Cost Sample analysis using standard B -IBI taxonomic resolution (8 sites/ year for 5 years) (Three replicates per site, each submitted as an individual sample. Each replicate will be comprised of three 1- square foot filed Surber samples to be composited into one site sample in the field, for laboratory analysis) $230.00 120 $27,600.00 Sample analysis using WDOE taxonomic resolution (3 sites per year for 2 years) (three replicates per site, each comprised of three 1- square foot field Surber samples. The total nine square foot field sample will be composited into one site sample for laboratory analysis) $260.00 18 $4,680.00 TOTAL FIVE YEAR COMPENSATION (2017/2018/2019 /2020/2021) $32,280.00 PROFESSIONAL SERVICES AGREEMENT - 11 - 3/2017 EXHIBIT C RHITASS -01 BLOEWEN A irc3. CERTIFICATE OF LIABILITY INSURANCE DATE(MM /DD/YYYY) 08/09/2017 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must have ADDITIONAL INSURED provisions or be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of suchpendorsement(s). PRODUCER CAME CT Bre Loewen COMMERCIAL GENERAL LIABILITY Missoula Office (A/CNo, Est): FAX , No): PayneWest Insurance, Inc. 10/04/2017 P.O. Box 4386 MT 59808 MAI bloewen@paynewest.com oDRss: @paynewest.com INSURER(S) AFFORDING COVERAGE NAIC # CLAIMS -MADE I X' OCCUR $ 1,000,000 INSURER A:American Fire and Casualty Co 24066 INSURED INSURER B : Liberty Mutual Insurance Rhithron Associates Inc. INSURER C : Ohio Casualty Insurance 24074 33 Fort Missoula Missoula, MT 59804 INSURER D: Montana State Fund 811212 INSURER E : Crum & Forster Specialty Ins. 31348 JE PRO- INSURER F : PRODUCTS - COMP/OP AGG E - -"'"° ' —• -� •'�•••� ■^• RG1,1,71,011 I1Vmocrs. THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. INSR LTR TYPE OF INSURANCE ADDL INSD SUBR 4WQ POLICY NUMBER POLICY EFF IMM/DDITYYYI POLICY EXP (MMIDDIYYYYI LIMITS A X COMMERCIAL GENERAL LIABILITY X BKA57374325 10/04/2016 10/04/2017 EACH OCCURRENCE NTErrence) pREMIEES $ 1,000,000 CLAIMS -MADE I X' OCCUR $ 1,000,000 (Ea MED EXP (Any one $ 15,000 person) PERSONAL & ADV INJURY $ 1,000,000 GEN'L AGGREGATE LIMIT APPLIES PER: GENERAL AGGREGATE $ 2,000,000 X POLICY JE PRO- LOC PRODUCTS - COMP/OP AGG $ 2,000,000 OTHER: $ B AUTOMOBILE LIABILITY BAA57374325 10/04/2016 10/04/2017 COMBINED SINGLE LIMIT (Ea accident) $ 1,000,000 X ANY AUTO BODILY INJURY (Per person) $ AUTOS OWNED ONLY AU S ONLY X SCHEDULED AUTO ONLY BODILY INJURY (Per accident) $ S $ (Peer acadentrMAGE C X UMBRELLA LIAR EXCESS LAB X OCCUR CLAIMS -MADE US057374325 EACH OCCURRENCE $ 4,000,000 10/04/2016 10/04/2017 AGGREGATE $ 4,000,000 DED X RETENTION $ 10,000 $ D AND EPLERT LIABILITY ANY PROPRIETOR /PARTNER /EXECUTIVE Y/N FFICER/ ITS17 EXCLUDED? I Y SYlandatory In NH) If yes, describe under DESCRIPTION OF OPERATIONS below NIA 031451198 01/01/2017 01/01/2016 X MUTE I 1 OTH- ER E.L. EACH ACCIDENT $ 1,000,000 E.L. DISEASE - EA EMPLOYEE 1,000,000 $ E.L. DISEASE - POLICY LIMIT 1,000,000 $ E Professional Liab PKC105918 08/10/2017 08/10/2018 Each 1 Aggregate 2,000,000 DESCRIPTION OF OPERATIONS / LOCATIONS I VEHICLES (ACORD 101 Additional Remarks Schedule, may be attached if more space is requi ed) City of Federal Way listed as General Liability Additional Insured per form CG8810 CERTIFICATE HOLDER CANCELLATION City of Federal Way 33325 8th Ave S Federal Way, WA 98063 -6325 SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. AUTHORIZED REPRESENTATIVE ACORD 25 (2016/03) ©1988 -2015 ACORD CORPORATION. All rights reserved. The ACORD name and logo are registered marks of ACORD COMMERCIAL GENERAL LIABILITY CG 88 10 04 13 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. COMMERCIAL GENERAL LIABILITY EXTENSION This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART INDEX SUBJECT PAGE NON -OWNED AIRCRAFT 2 NON -OWNED WATERCRAFT 2 PROPERTY DAMAGE LIABILITY - ELEVATORS 2 EXTENDED DAMAGE TO PROPERTY RENTED TO YOU (Tenant's Property Damage) 2 MEDICAL PAYMENTS EXTENSION 3 EXTENSION OF SUPPLEMENTARY PAYMENTS - COVERAGES A AND B 3 ADDITIONAL INSUREDS - BY CONTRACT, AGREEMENT OR PERMIT 3 PRIMARY AND NON - CONTRIBUTORY- ADDITIONAL INSURED EXTENSION 5 ADDITIONAL INSUREDS - EXTENDED PROTECTION OF YOUR "LIMITS OF INSURANCE" 6 WHO IS AN INSURED - INCIDENTAL MEDICAL ERRORS /MALPRACTICE AND WHO IS AN INSURED - FELLOW EMPLOYEE EXTENSION - MANAGEMENT EMPLOYEES 6 NEWLY FORMED OR ADDITIONALLY ACQUIRED ENTITIES 7 FAILURE TO DISCLOSE HAZARDS AND PRIOR OCCURRENCES KNOWLEDGE OF OCCURRENCE, OFFENSE, CLAIM OR SUIT LIBERALIZATION CLAUSE BODILY INJURY REDEFINED EXTENDED PROPERTY DAMAGE 7 7 7 7 8 WAIVER OF TRANSFER OF RIGHTS OF RECOVERY AGAINST OTHERS TO US - 8 WHEN REQUIRED IN A CONTRACT OR AGREEMENT WITH YOU CG 88 10 04 13 O 2013 Liberty Mutual Insurance Includes copyrighted material of Insurance Services Office, Inc., with its permission. Page 1 of 8 With respect to coverage afforded by this endorsement, the provisions of the policy apply unless modified by the endorsement. A. NON -OWNED AIRCRAFT Under Paragraph 2. Exclusions of Section I - Coverage A - Bodily Injury And Property Damage Liability, exclusion g. Aircraft, Auto Or Watercraft does not apply to an aircraft provided: 1. It is not owned by any insured; 2. It is hired, chartered or loaned with a trained paid crew; 3. The pilot in command holds a currently effective certificate, issued by the duly constituted authority of the United States of America or Canada, designating her or him a commercial or airline pilot; and 4. It is not being used to carry persons or property for a charge. However, the insurance afforded by this provision does not apply if there is available to the insured other valid and collectible insurance, whether primary, excess (other than insurance written to apply specifically in excess of this policy), contingent or on any other basis, that would also apply to the loss covered under this provision. B. NON -OWNED WATERCRAFT Under Paragraph 2. Exclusions of Section I - Coverage A - Bodily Injury And Property Damage Liability, ° Subparagraph (2) of exclusion g. Aircraft, Auto Or Watercraft is replaced by the following: This exclusion does not apply to: (2) A watercraft you do not own that is: (a) Less than 52 feet long; and (b) Not being used to carry persons or property for a charge. C. PROPERTY DAMAGE LIABILITY - ELEVATORS 1. Under Paragraph 2. Exclusions of Section I - Coverage A - Bodily Injury And Property Damage Liabil- ity, Subparagraphs (3), (4) and (6) of exclusion j. Damage To Property do not apply if such "property damage" results from the use of elevators. For the purpose of this provision, elevators do not include vehicle lifts. Vehicle lifts are lifts or hoists used in automobile service or repair operations. 2. The following is added to Section IV - Commercial General Liability Conditions, Condition 4. Other Insurance, Paragraph b. Excess Insurance: The insurance afforded by this provision of this endorsement is excess over any property insurance, whether primary, excess, contingent or on any other basis. D. EXTENDED DAMAGE TO PROPERTY RENTED TO YOU (Tenant's Property Damage) If Damage To Premises Rented To You is not otherwise excluded from this Coverage Part: 1. Under Paragraph 2. Exclusions of Section I - Coverage A - Bodily Injury and Property Damage Liability: a. The fourth from the last paragraph of exclusion j. Damage To Property is replaced by the follow- ing: Paragraphs (1), (3) and (4) of this exclusion do not apply to "property damage" (other than damage by fire, lightning, explosion, smoke, or leakage from an automatic fire protection system) to: (i) Premises rented to you for a period of 7 or fewer consecutive days; or (ii) Contents that you rent or lease as part of a premises rental or lease agreement for a period of more than 7 days. Paragraphs (1), (3) and (4) of this exclusion do not apply to "property damage" to contents of premises rented to you for a period of 7 or fewer consecutive days. A separate limit of insurance applies to this coverage as described in Section III - Limits of Insurance. CG 88 10 04 13 @ 2013 Liberty Mutual Insurance Includes copyrighted material of Insurance Services Office, Inc., with its permission. Page 2 of 8 b. The last paragraph of subsection 2. Exclusions is replaced by the following: Exclusions c. through n. do not apply to damage by fire, lightning, explosion, smoke or leakage from automatic fire protection systems to premises while rented to you or temporarily occupied by you with permission of the owner. A separate limit of insurance applies to Damage To Premises Rented To You as described in Section 111 - Limits Of Insurance. 2. Paragraph 6. under Section 111 - Limits Of Insurance is replaced by the following: 6. Subject to Paragraph 5. above, the Damage To Premises Rented To You Limit is the most we will pay under Coverage A for damages because of "property damage to: a. Any one premise: (1) While rented to you; or (2) While rented to you or temporarily occupied by you with permission of the owner for damage by fire, lightning, explosion, smoke or leakage from automatic protection sys- tems; or b. Contents that you rent or lease as part of a premises rental or lease agreement. 3. As regards coverage provided by this provision D. EXTENDED DAMAGE TO PROPERTY RENTED TO YOU (Tenant's Property Damage) - Paragraph 9.a. of Definitions is replaced with the following: 9.a. A contract for a lease of premises. However, that portion of the contract for a lease of premises that indemnifies any person or organization for damage by fire, lightning, explosion, smoke, or leakage from automatic fire protection systems to premises while rented to you or temporarily occupied by you with the permission of the owner, or for damage to contents of such premises that are included in your premises rental or lease agreement, is not an "insured contract ". E. MEDICAL PAYMENTS EXTENSION If Coverage C Medical Payments is not otherwise excluded, the Medical Payments provided by this policy are amended as follows: Under Paragraph 1. Insuring Agreement of Section 1 - Coverage C - Medical Payments, Subparagraph (b) of Paragraph a. is replaced by the following: (b) The expenses are incurred and reported within three years of the date of the accident; and F. EXTENSION OF SUPPLEMENTARY PAYMENTS - COVERAGES A AND B 1. Under Supplementary Payments - Coverages A and B, Paragraph 1.b. is replaced by the following: b. Up to $3,000 for cost of bail bonds required because of accidents or traffic law violations arising out of the use of any vehicle to which the Bodily Injury Liability Coverage applies. We do not have to furnish these bonds. 2. Paragraph 1.d. is replaced by the following: d. All reasonable expenses incurred by the insured at our request to assist us in the investigation or defense of the claim or "suit ", including actual loss of earnings up to $500 a day because of time off from work. G. ADDITIONAL INSUREDS - BY CONTRACT, AGREEMENT OR PERMIT 1. Paragraph 2. under Section 11 - Who Is An Insured is amended to include as an insured any person or organization whom you have agreed to add as an additional insured in a written contract, written agreement or permit. Such person or organization is an additional insured but only with respect to liability for "bodily injury", "property damage" or "personal and advertising injury" caused in whole or in part by: a. Your acts or omissions, or the acts or omissions of those acting on your behalf, in the performance of your on going operations for the additional insured that are the subject of the written contract or written agreement provided that the "bodily injury" or "property damage" occurs, or the "per- sonal and advertising injury" is committed, subsequent to the signing of such written contract or written agreement; or CG 88 10 04 13 2013 Liberty Mutual Insurance Includes copyrighted material of Insurance Services Office, Inc., with its permission. Page 3 of 8 b. Premises or facilities rented by you or used by you; or c. The maintenance, operation or use by you of equipment rented or leased to you by such person or organization; or d. Operations performed by you or on your behalf for which the state or political subdivision has issued a permit subject to the following additional provisions: (1) This insurance does not apply to "bodily injury", "property damage ", or "personal and ad- vertising injury" arising out of the operations performed for the state or political subdivision; (2) This insurance does not apply to "bodily injury" or "property damage" included within the "completed operations hazard ". Insurance applies to premises you own, rent, or control but only with respect to the following hazards: (3) (a) The existence, maintenance, repair, construction, erection, or removal of advertising signs, awnings, canopies, cellar entrances, coal holes, driveways, manholes, marquees, hoist away openings, sidewalk vaults, street banners, or decorations and similar expo- sures; or (b) The construction, erection, or removal of elevators; or (c) The ownership, maintenance, or use of any elevators covered by this insurance. However: 1. The insurance afforded to such additional insured only applies to the extent permitted by law; and 2. If coverage provided to the additional insured is required by a contract or agreement, the insur- ance afforded to such additional insured will not be broader than that which you are required by the contract or agreement to provide for such additional insured. With respect to Paragraph 1.a. above, a person's or organization's status as an additional insured under this endorsement ends when: (1) All work, including materials, parts or equipment furnished in connection with such work, on the project (other than service, maintenance or repairs) to be performed by or on behalf of the additional insured(s) at the location of the covered operations has been completed; or (2) That portion of your work" out of which the injury or damage arises has been put to its intended use by any person or organization other than another contractor or subcontractor engaged in performing operations for a principal as a part of the same project. With respect to Paragraph 1.b. above, a person's or organization's status as an additional insured under this endorsement ends when their written contract or written agreement with you for such premises or facilities ends. With respects to Paragraph 1.c. above, this insurance does not apply to any "occurrence" which takes place after the equipment rental or lease agreement has expired or you have returned such equipment to the lessor. The insurance provided by this endorsement applies only if the written contract or written agreement is signed prior to the "bodily injury" or "property damage ". We have no duty to defend an additional insured under this endorsement until we receive written notice of a "suit" by the additional insured as required in Paragraph b. of Condition 2. Duties In the Event Of Occurrence, Offense, Claim Or Suit under Section IV - Commercial General Liability Condi- tions. CG 88 10 04 13 m 2013 Liberty Mutual Insurance Includes copyrighted material of Insurance Services Office, Inc., with its permission. Page 4 of 8 2. With respect to the insurance provided by this endorsement, the following are added to Paragraph 2. Exclusions under Section I - Coverage A - Bodily Injury And Property Damage Liability: This insurance does not apply to: a. "Bodily injury" or "property damage" arising from the sole negligence of the additional insured. b. "Bodily injury" or "property damage" that occurs prior to you commencing operations at the location where such "bodily injury" or "property damage" occurs. c. "Bodily injury", "property damage" or "personal and advertising injury" arising out of the render- ing of, or the failure to render, any professional architectural, engineering or surveying services, including: (1) The preparing, approving, or failing to prepare or approve, maps, shop drawings, opinions, reports, surveys, field orders, change orders or drawings and specifications; or (2) Supervisory, inspection, architectural or engineering activities. This exclusion applies even if the claims against any insured allege negligence or other wrongdoing in the supervision, hiring, employment, training or monitoring of others by that insured, if the "occur- rence" which caused the "bodily injury" or "property damage ", or the offense which caused the "personal and advertising injury ", involved the rendering of, or the failure to render, any professional architectural, engineering or surveying services. d. "Bodily injury" or "property damage" occurring after: (1) All work, including materials, parts or equipment furnished in connection with such work, on the project (other than service, maintenance or repairs) to be performed by or on behalf of the additional insured(s) at the location of the covered operations has been completed; or (2) That portion of your work" out of which the injury or damage arises has been put to its intended use by any person or organization other than another contractor or subcontractor engaged in performing operations for a principal as a part of the same project. e. Any person or organization specifically designated as an additional insured for ongoing operations by a separate ADDITIONAL INSURED - OWNERS, LESSEES OR CONTRACTORS endorsement is- sued by us and made a part of this policy. 3. With respect to the insurance afforded to these additional insureds, the following is added to Section III - Limits Of Insurance: If coverage provided to the additional insured is required by a contract or agreement, the most we will pay on behalf of the additional insured is the amount of insurance: a. Required by the contract or agreement; or b. Available under the applicable Limits of Insurance shown in the Declarations; whichever is less. This endorsement shall not increase the applicable Limits of Insurance shown in the Declaratio ns. H. PRIMARY AND NON - CONTRIBUTORY ADDITIONAL INSURED EXTENSION This provision applies to any person or organization who qualifies as an additional insured under any form or endorsement under this policy. Condition 4. Other Insurance of SECTION IV - COMMERCIAL GENERAL LIABILITY CONDITIONS is amend- ed as follows: a. The following is added to Paragraph a. Primary Insurance: If an additional insured's policy has an Other Insurance provision making its policy excess, and you have agreed in a written contract or written agreement to provide the additional insured coverage on a primary and noncontributory basis, this policy shall be primary and we will not seek contribution from the additional insured's policy for damages we cover. CG 88 10 04 13 2013 Liberty Mutual Insurance Includes copyrighted material of Insurance Services Office, Inc., with its permission. Page 5 of 8 b. The following is added to Paragraph b. Excess Insurance: When a written contract or written agreement, other than a premises lease, facilities rental contract or agreement, an equipment rental or lease contract or agreement, or permit issued by a state or political subdivision between you and an additional insured does not require this insurance to, be primary or primary and non - contributory, this insurance is excess over any other insurance for which the addi- tional insured is designated as a Named Insured. Regardless of the written agreement between you and an additional insured, this insurance is excess over any other insurance whether primary, excess, contingent or on any other basis for which the additional insured has been added as an additional insured on other policies. ADDITIONAL INSUREDS - EXTENDED PROTECTION OF YOUR "LIMITS OF INSURANCE" This provision applies to any person or organization who qualifies as an additional insured under any form or endorsement under this policy. 1. The following is added to Condition 2. Duties In The Event Of Occurrence, Offense, Claim or Suit: An additional insured under this endorsement will as soon as practicable: a. Give written notice of an "occurrence" or an offense that may result in a claim or "suit" under this insurance to us; b. Tender the defense and indemnity of any claim or "suit" to all insurers whom also have insurance available to the additional insured; and c. Agree to make available any other insurance which the additional insured has for a loss we cover under this Coverage Part. d. We have no duty to defend or indemnify an additional insured under this endorsement until we receive written notice of a "suit" by the additional insured. 2. The limits of insurance applicable to the additional insured are those specified in a written contract or written agreement or the limits of insurance as stated in the Declarations of this policy and defined in Section III - Limits of Insurance of this policy, whichever are less. These limits are inclusive of and not in addition to the limits of insurance available under this policy. J. WHO IS AN INSURED - INCIDENTAL MEDICAL ERRORS / MALPRACTICE WHO IS AN INSURED - FELLOW EMPLOYEE EXTENSION - MANAGEMENT EMPLOYEES Paragraph 2.a.(1) of Section II - Who Is An Insured is replaced with the following: (1) "Bodily injury" or "personal and advertising injury": (a) To you, to your partners or members (if you are a partnership or joint venture), to your members (if you are a limited liability company), to a co- "employee" while in the course of his or her employ- ment or performing duties related to the conduct of your business, or to your other "volunteer workers" while performing duties related to the conduct of your business; (b) To the spouse, child, parent, brother or sister of that co- "employee" or "volunteer worker" as a consequence of Paragraph (1) (a) above; (c) For which there is any obligation to share damages with or repay someone else who must pay damages because of the injury described in Paragraphs (1) (a) or (b) above; or (d) Arising out of his or her providing or failing to provide professional health care services. However, if you are not in the business of providing professional health care services or providing profes- sional health care personnel to others, or if coverage for providing professional health care ser- vices is not otherwise excluded by separate endorsement, this provision (Paragraph (d)) does not apply. Paragraphs (a) and (b) above do not apply to "bodily injury" or "personal and advertising injury" caused by an "employee" who is acting in a supervisory capacity for you. Supervisory capacity as used herein means the "employee's" job responsibilities assigned by you, includes the direct supervision of other "employ- ees" of yours. However, none of these "employees" are insureds for "bodily injury" or "personal and CG 88 10 04 13 ® 2013 Liberty Mutual Insurance Includes copyrighted material of Insurance Services Office, Inc., with its permission. Page 6 of 8 advertising injury" arising out of their willful conduct, which is defined as the purposeful or willful intent to cause "bodily injury" or "personal and advertising injury", or caused in whole or in part by their intoxica- tion by liquor or controlled substances. The coverage provided by provision J. is excess over any other valid and collectable insurance available to your "employee ". K. NEWLY FORMED OR ADDITIONALLY ACQUIRED ENTITIES Paragraph 3. of Section 11 - Who Is An Insured is replaced by the following: 3. Any organization you newly acquire or form and over which you maintain ownership or majority interest, will qualify as a Named Insured if there is no other similar insurance available to that organization. However: a. Coverage under this provision is afforded only until the expiration of the policy period in which the entity was acquired or formed by you; b. Coverage A does not apply to "bodily injury" or "property damage" that occurred before you acquired or formed the organization; and c. Coverage B does not apply to "personal and advertising injury" arising out of an offense committed before you acquired or formed the organization. d. Records and descriptions of operations must be maintained by the first Named Insured. No person or organization is an insured with respect to the conduct of any current or past partnership, joint venture or limited liability company that is not shown as a Named Insured in the Declarations or qualifies as an insured under this provision. L. FAILURE TO DISCLOSE HAZARDS AND PRIOR OCCURRENCES Under Section IV - Commercial General Liability Conditions, the following is added to Condition 6. Repre- sentations: Your failure to disclose all hazards or prior "occurrences" existing as of the inception date of the policy shall not prejudice the coverage afforded by this policy provided such failure to disclose all hazards or prior "occurrences" is not intentional. M. KNOWLEDGE OF OCCURRENCE, OFFENSE, CLAIM OR SUIT Under Section IV - Commercial General Liability Conditions, the following is added to Condition 2. Duties In The Event of Occurrence, Offense, Claim Or Suit: Knowledge of an "occurrence", offense, claim or "suit" by an agent, servant or "employee" of any insured shall not in itself constitute knowledge of the insured unless an insured listed under Paragraph 1. of Section II - Who Is An Insured or a person who has been designated by them to receive reports of "occurrences ", offenses, claims or "suits" shall have received such notice from the agent, servant or "employee ". N. LIBERALIZATION CLAUSE If we revise this Commercial General Liability Extension Endorsement to provide more coverage without additional premium charge, your policy will automatically provide the coverage as of the day the revision is effective in your state. O. BODILY INJURY REDEFINED Under Section V - Definitions, Definition 3. is replaced by the following: 3. "Bodily Injury" means physical injury, sickness or disease sustained by a person. This includes mental anguish, mental injury, shock, fright or death that results from such physical injury, sick- ness or disease. CG 88 10 04 13 ® 2013 Liberty Mutual Insurance Includes copyrighted material of Insurance Services Office, Inc., with its permission. Page 7 of 8 P. EXTENDED PROPERTY DAMAGE Exclusion a. of COVERAGE A. BODILY INJURY AND PROPERTY DAMAGE LIABILITY is replaced by the following: a. Expected Or Intended Injury "Bodily injury" or "property damage" expected or intended from the standpoint of the insured. This exclusion does not apply to "bodily injury" or "property damage" resulting from the use of reasonable force to protect persons or property. Q. WAIVER OF TRANSFER OF RIGHTS OF RECOVERY AGAINST OTHERS TO US - WHEN REQUIRED IN A CONTRACT OR AGREEMENT WITH YOU Under Section IV - Commercial General Liability Conditions, the following is added to Condition 8. Trans- fer Of Rights Of Recovery Against Others To Us: We waive any right of recovery we may have against a person or organization because of payments we make for injury or damage arising out of your ongoing operations or "your work" done under a contract with that person or organization and included in the "products- completed operations hazard" provided: 1. You and that person or organization have agreed in writing in a contract or agreement that you waive such rights against that person or organization; and 2. The injury or damage occurs subsequent to the execution of the written contract or written agree- ment. CG 88 10 04 13 2013 Liberty Mutual Insurance Includes copyrighted material of Insurance Services Office, Inc., with its permission. Page 8 of 8