HomeMy WebLinkAboutSWCA Wildfire Protection PlanJEFFERSON COUNTY
BOARD OF COUNTY COMMISSIONERS
AGENDA REQUEST
TO: Board of Commissioners
FROM: Chris Goy, Central Services Director
DATE: May 1, 2023
RE: Updated Community Wildfire Protection Plan Contract
STATEMENT OF ISSUE: Jefferson County remains one of the few counties in the State of
Washington without a Community Wildfire Protection Plan (CWPP). With risk to wildfire
increasing throughout the Pacific Northwest, it is more important than ever for government
officials, community stakeholders, and residents of Jefferson County to have knowledge of
and access to a robust, data -driven, and easy -to -understand Community Wildfire Protection
Plan for the purposes of prevention and risk mitigation wherever possible.
ANALYSIS: According to the Washington State Department of Ecology, "the number of
large fires has doubled between 1984 and 2015 in the western United States. These hotter and
drier conditions also set the stage for more human -ignited wildfires. For much of the west,
projections show that an average annual one -degree Celsius rise in temperature may increase
the area burned in a typical year by as much as 600 percent." By developing a Community
Wildfire Protection Plan in partnership with key stakeholders from across the county and in
building upon feedback provided through robust community engagement, Jefferson County
aims to use a CWPP to lessen the likelihood of future wildfires and increase the likelihood our
communities will respond effectively to those that do occur.
Following the Board's recent passage of contract T3CWPP123, staff was informed by the
primary contractor that the contract did not adequately enumerate the subcontracted services of
a vendor providing evacuation modeling services; a feature enthusiastically requested by local
fire department leadership. The primary contractor has since fully clarified their scope of work
to incorporate all terms of service and costs associated with the subcontractor for this
important work. The total costs incurred by Jefferson County remain unchanged.
FISCAL IMPACT: One hundred sixty-seven thousand four hundred eighty-one dollars and
zero cents ($167,481.00).
RECOMMENDATION: Approval of the attached contract and cancellation of the
previously -passed contract (T3CWPP123).
BY:
/z 3
Mark McCauleyWounty Administrator
DocuSign Envelope ID: 67692884-3376-45CC-BD6C-A47863BI4726
PROFESSIONAL SERVICES AGREEMENT WITH
THIS PROFESSIONAL SERVICES AGREEMENT (Agreement) is entered into by and between
Jefferson County (County) and SWCA Environmental Consultants (Consultant),, upon the following
terms and conditions,
1. Project Designation. The Consultant is retained by the County to assist the County with
Economic Development.
2. Scove of Services. Consultant agrees to perform the services identified on Exhibit "A"
attached hereto including the provision of all labor.
3. Time for Performance, This Agreement shall commence April 18, 2023 and continue
until work is done. Work performed consistent with this Agreement during its term, put
prior to the adoption of this Agreement, is hereby ratified. The Consultant shall perform
all services pursuant to this Agreement as outlined on Exhibit "A". Time is of the
essence in the performance of this Agreement.
4. Pqyment. The Consultant shall be paid by Jefferson County for completed work and for
services rendered under this Agreement as follows:
a. Payment for the work provided by Consultant shall be made as provided on
Exhibit "A" attached hereto, provided that the total amount of payment to
Consultant shall not exceed $167,48 1, in accordance with Section B. of Exhibit A,
without express written modification of the Agreement signed by each Party.
b. Invoices must be submitted by the 15 th of the month for the previous month's
expenses. Such invoices will be checked by the County, and upon approval
thereof, payment will be made within 30 days to the Consultant in the amount
approved. Failure to submit timely invoices and reports pursuant to Exhibit B of
the Agreement may result in a denial of reimbursement. Invoices not submitted
within 60 days may be denied.
C. Final payment of any balance due the Consultant of the total contract price earned
will be made promptly once the County verifies completion of the work and
submittal of reports under this Agreement and acceptance by the County.
d. Consultant shall provide *invoices and necessary backup documentation for all
services including timesheets and statements (specifying the services provided).
Any indirect charges require the submittal of an indirect cost methodology and
rate using 2 C.F.R. Part 255 and 2 C.F.R. Part 230.
e. The Consultant's records and accounts pertaining to this Agreement are to be kept
available for inspection by representatives of the County and state for a period of
six (6) years after final payments. Copies shall be made available upon request.
5. Ownership d Use of Documents. All non -confidential or de -identified documents,
drawings, specifications, and other materials produced by the Consultant in connection
DocuSign Envelope ID: 67692884-3376-45CC-BD6C-A47863Bl4726
with the services rendered under this Agreement shall be the property of the County
whether the project for which they are made is executed or not. The Consultant shall be
permitted to retain copies, including reproducible copies, of drawings and specifications
for information, reference and use in connection with Consultant's endeavors.
Consultant shall not be held liable for reuse of documents or modifications thereof,
including electronic data, by the County or its representatives for any purpose other than
the intent of this Agreement.
4
6. Compliance with laws. Consultant shall, in performing the services contemplated by this
Agreement, faithfully observe and comply with all federal, state, and local laws,
ordinances and regulations, applicable to the services to be rendered under this
Agreement.
7. Audit. Upon request, Consultant will submit their most recent financial information.
a. Upon request the County shall have the option of performing an onsite review of
all records, statements, and documentation.
b. If the County finds indications of potential non-compliance during the monitoring
process, the County shall notify Consultant within ten (l0) days. The County and
Consultant shall meet to discuss areas of contention in an attempt to resolve
issues.
8. Indemnification. The Consultant shall defend, indemnify and hold the County, its
officers, officials, employees, agents and volunteers (and their marital communities)
harmless from any claims, injuries, damages, losses or suits, including attorney's fees,
arising out of or resulting from the acts, errors or omissions of the Consultant in
performance of this Agreement, except for injuries and damages caused by the sole
negligence of the County. Should a court of competent jurisdiction determine this
Agreement is subject to RCW 4.24.115 if liability for damages occurs arising out of
bodily injury to persons or damages to property caused by or resulting from the
concurrent negligence of the Consultant and the County, its officers, officials, employees,
agents and volunteers (and their marital communities) the Consultant's liability,
including the duty and cost to defend, shall be only for the Consultant's negligence. It is
further specifically understood that the indemnification provided constitutes the
Consultant's waiver of immunity under Industrial Insurance, Title 51 RCW, solely for the
purposes of this inden-mifi cation. This waiver has been mutually negotiated by the parties.
This section shall survive the expiration or termination of this Agreement.
9. Insurance. Prior to commencing work, the Consultant shall obtain at its own cost and
expense the following insurance coverage specified below and shall keep such coverage
in force during the terms of the Agreement.
a. Commercial Automobile Liability Insurance providing bodily injury and property
damage liability coverage for all owned and non -owned vehicles assigned to- or
used in the performance of the work for a combined single limit of not less than
$500,000 each occurrence with the County named as an additional insured in
ON
DocuSign Envelope ID: 67692884-3376-45CC-BD6C-A47863Bl4726
connection with the Consultant's performance of this Agreement. This insurance
shall 'Indicate on the certificate of insurance the following coverage-, (a) Owned
automobiles; (b) Hired automobiles; and, (3) Non -owned automobiles.
b. Commercial General Liability Insurance in an amount not less than a single limit
of one million dollars ($1,000,000) per occurrence and an aggregate of not less
than two (2) times the occurrence amount ($2,000,000.00 minimum) for bodily
injury, including death and property damage, unless a greater amount is specified
in the contract specifications. The insurance coverage shall contain no limitations
on the scope of the protection provided and include the following minimum
coverage-,
Broad Form Property Damage, with no employee exclusion;
ii. Personal Injury Liability, including extended bodily injury;
iii. Broad Form Contractual/Commercial Liability — including coverage for
products and completed operations-,
iv. Premises — Operations Liability (M&C);
v. Independent Consultants and subcontractors*
vi. Blanket Contractual Liability.
c. The County shall be named as an "additional named insured" under all insurance
policies required by this Agreement, except Professional Liability Insurance when
not allowed by the insurer.
d. Such insurance coverage shall be evidenced by one of the following methods: (a)
Certificate of Insurance; or, (b) Self-insurance through an irrevocable Letter of
Credit from a qualified financial 'Institution.
e. The Consultant shall furnish the County with properly executed certificates of
at a minimum shall include: (a) The limits of overage-, (b) The
insurance that, 3 .1
project name to which it applies; (c) The certificate holder as Jefferson County,
Washington and their elected officials, officers, and employees; and, (d) A
statement that the insurance policy shall not be canceled or allowed to expire
except on thirty (30) days prior written notice to the County. If the proof of
insurance or certificate indicating the County are "additional insureds" to a policy
obtained by the Consultant refers to an endorsement (by number or name) but
does not provide the full text of that endorsement, then it shall be the obligation of
the Consultant to obtain the full text of that endorsement and forward that full text
to the County. Certificates of coverage as required by this section shall be
delivered to the County within fifteen (15) days of execution of this Agreement.
f. Failure of the Consultant to take out or maintain any required insurance shall not
relieve the Consultant from any liability under the Agreement, nor shall the
DocuSign Envelope ID: 67692884-3376-45CC-BD6C-A47863BI4726
insurance requirements be construed to conflict with or otherwise limit the
a,
obligations concerning indemnification of the County.
g. The Consultant's insurers shall have no right of recovery or subrogation against
the County (including its employees and other agents and agencies), it being the
intention of the parties that the insurance policies, with the exception of
Professional Liability Insurance, so affected shall protect both parties and be
primary coverage for all losses covered by the above described insurance.
h. Insurance companies issuing the policy or policies shall have no recourse against
the County (including its employees and other agents and agencies) for payment
of any premiums or for assessments under any form of policy.
i. All deductibles in the above described insurance policies shall be assumed by and
be at the sole risk of the Consultant.
j . Any deductibles or self -insured retention shall be declared to and approved by the
County prior to the approval of this Agreement by the County. At the option of
the County, the insurer shall reduce or eliminate deductibles or self -insured
retention, or the Consultant shall procure a bond guaranteeing payment of losses
and related investigations, claim administration and defense expenses.
k. Insurance companies issuing the Consultant's insurance policy or policies shall
have no recourse against the County (including its employees and other agents
and agencies) for payment of any premiums or for assessments under any form of
insurance policy.
1. Any judgments for which the County may be liable, in excess of insured amounts
required by this Agreement, or any portion thereof, may be withheld from
payment due, or to become due, to the Consultant until the Consultant shall
furnish additional security covering such judgment as may be determined, by the
County.
m. Any coverage for third party liability claims provided to the County by a "Risk
Pool" created pursuant to Ch. 48.62 RCW shall be non-contributory with respect
to any policy of insurance the Consultant must provide in order to comply with
this Agreement.
n. The County may, upon the Consultant's failure to comply with all provisions of
this Agreement relating to insurance, withhold payment or compensation that
would otherwise be due to the Consultant.
o. The Consultant's liability insurance provisions shall be primary and
noncontributory with respect to any insurance or self-insurance programs
covering the County, its elected and appointed officers, officials, -employees, and
agents.
M
DocuSign Envelope ID: 67692884-3376-45CC-BD6C-A47863B14726
p. Any failure to comply with reporting provisions of the insurance policies shall not
affect coverage provided to the County, its officers, officials, employees, or
agents.
q. The Consultant's insurance shall apply separately to each insured against whom
claim is made or suit is brought, except with respect to the limits of the insurer's
liability.
r. The Consultant shall include all subcontractors as insured under its insurance
policies or shall furnish separate certificates and endorsements for each
subcontractor. All 'insurance provisions for subcontractors shall be subject to all
the requirements stated herein.
s. The insurance limits mandated for any insurance coverage required by this
Agreement are not intended to be an indication of exposure nor are they
limitations on indemnification.
t. The Consultant shall maintain all required insurance policies in force from the
time services commence until services are completed. Certificates, insurance
policies, and endorsements expiring before completion of services shall be
promptly replaced. All the insurance policies required by this Agreement shall
provide that thirty (30) days prior to cancellation, suspension, reduction or
material change in the policy, notice of same shall be given to the County.
u. The Consultant shall place insurance with insurers licensed to do business in the
State of Washington and having A.M. Best Company ratings of no less than A-,
with the exception that excess and umbrella coverage used to meet the
requirements for limits of liability or gaps in coverage need not be placed with
insurers or re -insurers licensed in the State of Washington.
v. The County reserve the right to request additional insurance on an individual basis
for extra hazardous contracts and specific service agreements.
I O.Rorker's Compensation (Industrial Insurancel.
a. If and only if the Consultant employs any person(s) in the status of employee or
P
employees separate from or in addition to any equity owners, sole proprietor,
partners, owners or shareholders of the Consultant, the Consultant shall maintain
workers' compensation insurance at its own expense, as required by Title 51
RCW, for the term of this Agreement and shall provide evidence of coverage to
the County, upon request.
b. Worker's compensation insurance covering all employees with limits meeting all
applicable state and federal laws. This coverage shall include Employer's
Liability with limits meeting all applicable state and federal laws.
c. This coverage shall extend to any subcontractor that does not have their own
worker's compensation and employer's liability insurance.
DocuSign Envelope ID: 67692884-3376-45CC-BD6C-A47863Bl4726
d. The Consultant expressly waives by mutual negotiation all immunity and
limitations on liability, with respect to the County, under any 'industrial insurance
act, disability benefit act, or other employee benefit act of any jurisdiction which
would otherwise be applicable in the case of such claim.
e. If the County incurs any costs to enforce the provisions of this subsection, all cost
and fees shall be recoverable from the Consultant.
11. Independent Consultant. The Consultant and the County agree that the Consultant is an
independent contractor with respect to the services provided pursuant to this Agreement.
The Consultant specifically has the right to direct and control Consultant's own activities,
and the activities of its subcontractors, employees, agents, and representatives, in
providing the agreed services in accordance with the specifications set out in this
Agreement. Nothing in this Agreement shall be considered to create the relationship of
employer and employee between the parties. Neither Consultant nor any employee of
Consultant shall be entitled to any benefits accorded County employees by virtue of the
services provided under this Agreement, including, but not limited to: retirement,
vacation pay; holiday pay; sick leave pay; medical, dental, or other insurance benefits;
fringe benefits; or any other rights or privileges afforded to County employees. The
County shall not be responsible for withholding or otherwise deducting federal income
tax or social security or for contributing to the state industrial insurance program,
otherwise assuming the duties of an employer with respect to Consultant, or any
employee of Consultant.
12. Subcontracting _Requirements.
a. The Consultant is responsible for meeting all terms and conditions of this
Agreement including standards of service, quality of materials and workmanship,
costs, and schedules. Failure of a subcontractor to perform is no defense to a
breach of this Agreement. The Consultant assumes responsibility for and all
liability for the actions and quality of services performed by any subcontractor.
b. Every subcontractor must agree in writing to follow every term of this
Agreement. The Consultant must provide every subcontractor's written
agreement to follow every term of this Agreement before the subcontractor can
perform any services under this Agreement. The County must approve any
proposed subcontractors in writing.
c. Any dispute arising between the Consultant and any subcontractors or between
subcontractors must be resolved without involvement of any kind on the part of
the County and without detrimental impact on the Consultant's performance
required by this Agreement.
13. Covenant Against Conting�ent Fees. The Consultant warrants that he has not employed or
retained any company or person, other than a bona fide employee working solely for the
Consultant, to solicit or secure this Agreement, and that he has not paid or agreed to pay
any company or person, other than a bona fide employee working solely for the
Consultant, any fee, commission, percentage, brokerage fee, gifts, or any other
6
DocuSign Envelope ID: 67692884-3376-45CC-BD6C-A47863Bl4726
consideration contingent upon or resulting from the award or making of this Agreement.
For breach or violation of this warranty, the County shall have the right to annul this
Agreement without liability or, in its discretion to deduct from the contract price or
consideration, or otherwise recover, the full amount of such fee, commission, percentage,
brokerage fee, gift, or contingent fee.
14..Discrimination Prohibited. The Consultant, with regard to the work performed by it
under this Agreement, will not discriminate on the grounds of race, color, national origin,
religion, creed, age, gender, sexual orientation, material status, sex, or the presence of any
physical or sensory handicap in the selection and retention of employees or procurement
of materials or supplies.
15. No Assignment. The Consultant shall not sublet or assign any of the services covered by
this Agreement without the express written consent of the County. Assignment does not
include printing or other customary reimbursable expenses'that may be provided in an
agreement.
16. 'Non -Waiver. Waiver by the County of any provision of this Agreement or any time
limitation provided for in this Agreement shall not constitute a waiver of any other
provision.
17. Termination.
a. The County reserves the right to terminate this Agreement at any time without
cause by giving ten (10) days written notice to the Consultant. Consultant may
terminate this Agreement at any time without cause by giving (10) days written
notice to the County.
b. The County shall give the Consultant written notice and a reasonable opportunity
to cure before this Agreement is terminated for cause.
c. In the event of the death of a member, partner, or officer of the Consultant, or any
of its supervisory personnel assigned to the project, the surviving members of the
Consultant hereby agree to complete the work under the terms of this Agreement,
if requested to do so by the County. This section shall not be a bar to
renegotiations of this Agreement between surviving members of the Consultant
and the County, if the County so chooses.
d. The County reserves the right to terminate this contract in whole or in part, with
10 days' notice, in the event that expected or actual funding from any funding
source is withdrawn, reduced, or limited in any way after the effective date of this
agreement. In the event of termination under this clause, the County shall be
liable for only payment for services rendered prior to the effective date of
termination.
18. Notices, All notices or other communications which any party desires or is required to
give shall be giVen in writing and shall be deemed to have been given if hand -delivered,
sent by facsimile, email, or mailed by depositing in the United States mail, prepaid to the
party at the address listed below or such other address as a party may designate in writing
from time to time. Notices to the Parties shall be sent to the following addresses:
7
DocuSign Envelope ID: 67692884-3376-45CC-BD6C-A47863BI4726
Jefferson County Risk Manager
P.O. Box 1220
Port Townsend, WA 98368
Notices to Consultant shall be sent to the following address:
Name: SWCA Environmental Consultants
Address: 1800 NW Upshur St, Ste. 100, Portland, OR 97209
19. Integrated Agreement. This Agreement together with attachments or addenda represents
the entire and integrated Agreement between the County and the Consultant and
supersedes all prior negotiations, representations, or agreements written or oral. No
representation or promise not expressly contained in this Agreement has been made, This
Agreement supersedes all prior or simultaneous representations, discussions,
negotiations, and agreements, whether written or oral, by the County within the scope of
this Agreement. The Consultant ratifies and adopts all statements, representations,
warranties, covenants, and agreements contained in its proposal, and the supporting
material submitted by the Consultant, accepts this Agreement and agrees to all of the
terms and conditions of this Agreement.
20. Modification of thisA reement. This Agreement may be amended only by written
instrument signed by bath County and Consultant.
21. Disputes. The Parties agree to use their best efforts to prevent and resolve disputes
before they escalate into claims or legal actions. Any disputed issue not resolved
pursuant to the terms of this Agreement shall 'be submitted in writing within 10 days to
the County representative listed in Section 18., whose joint decision in the matter shall be
final, but shall be subject to judicial review. If either party deems it necessary to institute
legal action or proceeding to enforce any right or obligation under this Agreement, each
party in such action shall bear the cost of its own attorney's fees and court costs. Any
legal action shall be ' initiated in the Superior Court of the State of Washington for
Jefferson County. The Parties agree that all questions shall be resolved by application of
Washington law and that the parties have the right of appeal from such decisions of the
respective Superior Courts in accordance with the laws of the State of Washington. The
Consultant hereby consents to the personal jurisdiction of the Superior Court of the State
of Washington for Jefferson County.
22. Section Headings. The headings of the sections of this Agreement are for convenience of
reference only and are not intended to restrict, affect, or be of any weight in the
interpretation or construction of the provisions of the sections or this Agreement.
23. Limits of An Waiver of Default. No consent by either party to, or waiver of, a breach
by either. party, whether express or implied, shall constitute a consent to, waiver of, or
excuse of any other, different, or subsequent breach by either party.
DocuSign Envelope ID: 67692884-3376-45CC-BD6C-A47863BI4726
24. No Oral Waiver. No term or provision of this Agreement will be considered waived by
either party, and no breach excused by either party, unless such waiver or consent is in
writing signed on behalf of the party against whom the waiver is asserted. Failure of a
party to declare any breach or default immediately upon the occurrence thereof, or delay
in taking any action in connection with, shall not waive such breach or default.
25..Severabfljty. Provided it does not result in a material change in the terms of this
Agreement, if any provision of this Agreement or the application of this Agreement to
any person or circumstance shall be invalid, illegal, or unenforceable to any extent, the
remainder of this Agreement and the application this Agreement shall not be affected and
shall be enforceable to the fullest extent permitted by law.
26..Binding on Successors, Heirs and Assigns. This Agreement shall be binding upon and
inure to the benefit of the parties' successors in interest, heirs, and assigns,
27. No Assignment, The Consultant shall not sell, assign, or transfer any of rights obtained
by this Agreement without the express written consent of the County.
28. No Third-paqy Beneficiaries. The parties do not intend, and nothing in this Agreement
shall be construed to mean, that any provision in this Agreement is for the benefit of any
person or entity who is not a party.
29.5ignature in Countgrparts. The parties agree that separate copies of this Agreement may
be signed by each of the parties and this Agreement shall have the same force and effect
as if all the parties had signed the original.
30..Facsimile and Electronic Signatures. The parties agree that facsimile and electronic
signatures shall have the same force and effect as original signatures.
31. Arms -Length Negotiations.. The parties agree that this Agreement has been negotiated at
arms -length, with the assistance and advice of competent, independent legal counsel.
32..Public Records Act. Notwithstanding any provisions of this Agreement to the contrary,
to the extent any record, including any electronic, audio, paper or other media, is required
to be kept or indexed as a public record in accordance with the Washington Public
Records Act,, Chapter 42.56 RCW (as may be amended), the Consultant agrees to
maintain all records constituting public records and to produce or assist the County in
producing such records, within the time frames and parameters set forth in state law. The
Consultant further agrees that upon receipt of any written public record request,
Consultant shall, within two business days, notify the County by providing a copy of the
request per the notice provisions of this Agreement.
(SIGNATURES FOLLOW ON THE NEXT PAGE)
OocuSign Envelope 10: 67692884-3376-45CC-BO6C-A47863814726
JEFFERSON COUNTY WASHINGTON
Board of County Commissioners
Jefferson County, Washington
By:
Greg Brotherton, Chair Date
By:
Kate Dean, Commissioner Date
By:
Heidi Eisenhour, Commissioner Date
SEAL:
ATTEST:
Carolyn Gallaway Date
Clerk of the Board
SWCA Environmental Consultants
i
B : i Gov! ICi"�l
SWCA knvironmental Consultants
Date:
Approved as to form only:
F � �
April 28, 2023
Philip C. Hunsucker Date
Chief Civil Deputy Prosecuting Attorney
10
DocuSign Envelope ID: 67692884-3376-45CC-BD6C-A47863BI4726
04,111-IfIR994-9
The following has been copied from an RFP response submitted to the County on March 10,
2023 as an application for this work.
PROJECT APPROACH AND METHODOLOGY
A. PROJECT UNDERSTANDING
The SWCA Environmental Consultants (SwCA) Team will work with Jefferson County to
understand the County's needs and adapt and finalize the approach for the countywide
Community Wildfire Protection Plan (CwPP). Our project understanding and approach will
meet the County's top priorities, goals, and objectives while also accounting for unique
conditions and land use differences between various land management entities. SWCA has used
our professional experience and judgern.ent to craft a scope of work that will align with
guidelines for CVvTPs set forth in the 2003 Healthy Forests Restoration Act. We propose to
develop one countywide document that provides assessments for the communities identified in
the request for proposals (RFP). We have proposed tasks within the Phase structure outlined in
the RFP. This scope deviates from the scope outlined in the RFP; however, we are confident that
our almost two decades of experience developing CWPPs across the country will result in a
technical and digestible high -quality CWPP that is backed by rigorous science, community
engagement, and diverse collaboration. While we are engaged on other projects, we are
managing our workload accordingly and have the staff necessary to meet the needs of this
prof ect.
B. PROJECT METHODOLOGY AND DELIVERABLES
PHASE I: DISCOVERY
Task 1. Kick-off Meeting and Identify Advisory Group Membership
SWCA will convene a virtual project kick-off meeting with the County lasting up to one (1)
hour. The purpose of this meeting is to 'introduce the SWCA Team, collaboratively identify the
project's County -wide Wildfire Advisory Working Group ("Advisory Group"), discuss the
strategic planning process and Jefferson County Board of Commissioners ("Board") objectives,
outline the roles and responsibilities for the project, and establish a preliminary schedule. SWCA
will schedule and host the meeting, develop a PowerPoint, invite attendees, and take notes.
SWCA will deliver the final work plan and project schedule within 14 business days of the
meeting. Developing strategic partnerships early in the project will also enable 'involved parties
to effectively implement and collaborate on cooperative land management projects within
County lands once the CWPP is adopted. With land managers in the County spanning local,
state, and federal jurisdictions, working together to understand each other's needs and barriers
opens opportunities for cooperative planning accomplishments. Key partnerships and
jurisdictional overlap can be identified, which will aid in effectively implementing future
projects. Examples of beneficial outcomes brought forth by effective partnerships are the
acquisition of strategic funds, assistance in the implementation of landscape -scale treatments,
and guidance to complete resource -intensive management objectives.
11
DocuSign Envelope ID: 67692884-3376-45CC-BD6C-A47863Bl4726
SWCA will work closely with County representatives to identify additional members of the
Advisory Group. In addition to representatives from the City of Port Townsend, Jefferson
County, Jefferson County Fire Districts, and the County Forestry consultant, SWCA
recommends a diverse and collaborative team with representatives from the following
communities: Bridgehaven, Brinnon, Cape George, Chimacum, Discovery Bay, Irondale, Kala
Point, Marrowstone, Port Hadlock, Port Ludlow, and Quilcene. We recognize the County's
preference for collaborative engagement and will leverage a diverse Advisory Group to construct
a CVvTP that addresses the needs of communities and 'Individuals across the County. Care will be
taken to manage the size of the Advisory Group for the sake of efficiency and maintaining strong
working ties. The Advisory Group will be responsible for contributing necessary data, reviewing
SWCA's risk assessment, and developing pr oject recommendations. An Excel spreadsheet
documenting items reviewed will also be prepared to inform the Advisory Group of our progress.
The Advisory Group meetings are discussed in more detail under Phase 2 below.
Task Ia. Conduct Stakeholder Interviews
Per Advisory Group guidance, SWCA will conduct four separate 30-minute-long virtual
interviews with stakeholders and decision makers representing leadership in the project area who
may include the Board, county staff, local government chief executives, and the Department of
Emergency Management. The interviews will help identify potential partners or collaboration
opportunities, as well as project needs and mitigation strategies. Additionally, stakeholder groups
such as local conservation districts, watershed groups, land trusts, and other land management
agencies will have the opportunity to engage with the planning process through communications
with Advisory Group representatives, public outreach, a comment period, and web surveys.
Task 2. Data Gathering and Management
SWCA will work with the Advisory Group to gather relevant data for the CWPP. SWCA will
prepare a broad planning summary of Jefferson County's past and current wildfire preparedness
and mitigation strategies that will support the development of the CWPP and help inform
recommendations. SWCA will complete a search of previous planning efforts such as the
Jefferson County 2016 Hazard Mitigation Plan to reduce redundancies and support CWPP
authorship. Existing mapping services such as Washington State's Fire Prevention and Fuel
Management Mapping System, Forest Practices Application Mapping Tool (FPAMT), and the
U.S. Forest Service's (USFS's) Wildfire Risk to Communities mapping website will be reviewed
for pertinent information and data. SWCA will use a combination of ESRI software and
Microsoft Office Suite applications to compile and organize data to ensure that the County can
edit and comment on all data sets and products. If the County has specific recommendations for
additional tools, those will be incorporated into our data gathering process. To facilitate easy file
transfers, SWCA will establish a project SharePoint site to share research data, the initial draft
CWPP outline,, and other requested project components from the Advisory Group. SWCA will
ensure industry standards are met for documenting methods and results of all analysis and
technical work so that results are reproducible.
12
DocuSign Envelope ID: 67692884-3376-45CC-BD6C-A47863Bl4726
PHASE 2: MEET AND RETREAT
Task 4. Host Advisory Group Meetings
SWCA has led and facilitated hundreds of multi -stakeholder meetings to guide the development
of CWPPs. We prepare for each meeting by reviewing related data and information, consider the
best way to frame important issues for group discussions, and describe how the steps of the
planning process can move the County forward in achieving their goals. In our meetings, we
strive to communicate clearly, engage in open discussions, and then ask the members of the
Advisory Group to make meaningful decisions. This approach allows each team member to
understand their role., how their unique concerns will be addressed, and how this project is driven
by them.
SWCA will also facilitate three Advisory Group meetings through several stages of the project
development process, with two being held virtually and one taking place in person. If it is
decided that holding all meetings virtually will allow for the best use of project funds, that option
can be accommodated while still meeting project objectives. The Advisory Group meetings will
range from approximately 2 to 6 hours in length and will provide the Advisory Group with
updates on critical project components and opportunities to discuss relevant considerations.
SWCA will be responsible for meeting coordination and scheduling, creating PowerPoints,
providing agendas, recording meeting transcripts, taking meeting notes, and distributing notes
and action items within I week after the meetings.
Advisory Group Meeting I (Virtual),- During the first Advisory Group meeting, SWCA will
provide an overview of initial lessons learned and recommendations based on our review of
previous efforts, existing plans, and survey results. The purpose of this meeting is to identify
management objectives
planning considerations, , priority ity project areas, and desired focus areas
for mitigation treatment recommendations. Prior to the meeting, SWCA will administer a survey
to Advisory Group members to gather input on the valuable landscapes and resources that are at
risk within the planning area. Results from the survey will be used to guide the meeting
discussion. Success for this first meeting will be achieved though collaborative discussion
regarding the project schedule and goals, compiling public engagement strategies, fluid data
sharing, and continued communication beyond scheduled meetings.
Advisory Group Meeting 2 (In -person): The purpose of Advisory Group Meeting 2 is to review
the risk analysis and develop risk reduction recommendations in a workshop setting. Using this
risk assessment, SWCA will facilitate a process to identify areas of focus within the County,
both immediate and those of potential concern over time. Once these areas have been
determined, SWCA will work collaboratively with the Advisory Group to establish mitigation
recommendations that will best address the identified challenges and opportunities. To help
direct conversations, the project methodology will be outlined and described in a detailed manner
with the goal of maximizing project comprehension across varying levels of technical experience
and specialization within the Advisory Group. Maps, flipcharts, and blank recommendation
tables will also be available as resources for Advisory Group members.
Advisory Group Meeting 3 (Virtual): The pLirpose of Advisory Group Meeting 3 is to discuss the
draft CWPP and allow the Advisory Group to provide feedback. SWCA will distribute a draft of
1:3
DocuSign Envelope ID: 67692884-3376-45CC-BD6C-A47863BI4726
the CWPP 2 weeks prior to the meeting to allow time for review and comment. The meeting will
be convened to review and discuss suggestions or comments on the CWPP in a group setting.
SWCA will document the Advisory Group's final comments and will incorporate any changes to
the CWPP prior to public review.
Task 3. Establish Community Base Maps
In collaboration with the Advisory Group, SWCA will establish community base maps for the
CWPP. The maps will present information that includes population centers and jurisdictional
boundaries, highly valued natural, cultural, and socioeconomic resources and assets, ingress and
egress routes, land ownership boundaries, critical infrastructure, fire history, and previous fuels
treatments. Notably, SWCA, with input from the Advisory Group, will also delineate corm-nunity
Wildland Urban Interface (WUI) boundaries to inform project prioritization determinations. All
CWPP map products will be built in an ESRI web mapping application for easy dissemination to
the County and all Advisory Group members.
Task 4a. Host Public Engagement Meetings
SWCA suggests hosting four (4) in -person public outreach events (with a virtual option) that are
designed to incorporate residents' perceptions about wildfire risk and mitigation efforts into the
planning process. SWCA is experienced in presenting highly technical material in a manner that
is digestible to a diverse audience. Any of these public engagement meetings will have the option
of being held remotely if it is decided to be the best use of resources, with in -person meetings
lasting up to 2 hours and virtual meetings lasting up to I hour. These meetings will be held
regionally, with one for North Jefferson County (Port Townsend), one for Tri Area (Port
Hadlock, Irondale, Chimacum), one for South County (Quilcene, Brinnon,, etc.), and one for Port
Ludlow.
For all meetings, SWCA will develop agendas, establish Zoom or other virtual log -in links (if
virtual), and develop marketing materials, PowerPoint presentations, maps, and interactive
content to engage community members in discussions around wildfire planning.
For the scheduled in -person events, SWCA will work with the County during contracting to
determine the best format given the circumstances and resources available. SWCA assumes the
County will secure meeting venues. SWCA will develop a variety of printed marketing materials
like maps, sign -in sheets, comment forms, and posters. In -person events will be open -house style
where SWCA subject matter experts and Advisory Group members will be dispersed throughout
the space to interact with attendees. Stations for each of the three core principles outlined in the
National Cohesive Wildland Fire Management Strategy (resilient landscapes, fire -adapted
communities, and safe and effective wildfire response) will be set up to guide conversations.
To maximize community attendance, all four of the public' engagement meetings will be held
outside of normal working hours (e.g., after 4:00 p.m.), and if requested by the County (for an
additional fee), SWCA will translate meeting materials into Spanish to enhance engagement
across demographics. SWCA will advise the County on strategies for promoting the, meetings
and provide material to distribute through the mediums they see fit and know to be popular with
14
DocuSign Envelope ID: 67692884-3376-45CC-BD6C-A47863Bl4726
residents. The Advisory Group and community members will have the option of reviewing and
esi
commenting on CWPP documents during the draft review period. These options allow
community members who are not able to attend the public meetings to review project
information, provide comments, and ask questions. Any questions or comments received during
the review period will be reviewed and incorporated into the final plan if possible.
PHASE 3: DOCUMENT AND REVIEW
Task 5. Develop a Community Risk Assessment
A significant component of the CWPP will be the development of a digital and written
community risk assessment. SWCA recognizes the Board's desire to complete the risk
assessment process by the end of the summer and will work closely with the Advisory Group to
identify high -priority communities that will be the initial focus of the Community Risk
Assessment and/or on -the -ground structure assessments. SWCA proposes an optional addition to
the community risk assessment consisting of on -the -ground structure and infrastructure risk
assessments (see optional Task 5B). SWCA will conduct a preliminary desktop analysis of the
County to identify wildfire risks and hazards for the purpose of identifying high -priority
y I
communities that would benefit from an on -the -ground risk assessment. Upon Advisory Group
approval, on -the -ground risk assessments will be completed on a community scale, during the
same week as Advisory Group meeting 2, in the interest of saving on travel and lodging costs.
The community risk assessment will use existing local planning data (see Task 2) and externally
sought spatial data (see Task 3) to create a comprehensive Jefferson County community risk
assessment. The process will culminate in the assessment being used to identify and assign risk
categories (e.g., high, medium, and low) to landscapes and WUI communities based on expected
wildfire risk. This process is unique to wildfire risk assessments and along with Tasks 2 and 6
will cover items addressed in a traditional Strengths, Weaknesses, Opportunities, and Threats
(SWOT) analysis. The primary components of this risk assessment will be fuel hazards and fire
behavior, fire history and ignition, and infrastructure. Methodologies will be documented in
detail and are described below.
Determine Wildfire Fuels Hazards and, Model Fire Behavior
To inform our risk assessment, baseline fuels data (the 40 Scott and Burgan Fire Behavior Fuel
Model) will be obtained from the most recent national LANDFIRE database. If needed,
additional data may be obtained from the Washington Department of Natural Resources
Geographic Information System (GIS), Jefferson County's GIS, and the USFS's Wildfire Risk to
Communities database. Accurate assessment of potential fire behavior will be achieved using fire
behavior models housed within the Interagency Fuel Treatment Decision Support System
(IFTDSS) (e.g., BehavePlus, FARSITE, and FlamMap) that help determine the magnitude' of fire
behavior parameters flame length, rate of spread, fireline intensity, landscape bum probability,
ember exposure, and crown fire potential across landscapes. Additional spatial data from the
USFS's Wildfire Risk to Communities, such as vulnerable populations and burn probability, will
be integrated as necessary. We will also be conducting a review of Washington State's Fire
Prevention and Fuel Management Mapping System for data to be included in the analysis. Our
risk assessment will include an analysis of the fuels within the project area as well as a fire
15
DocuSign Envelope ID: 67692884-3376-45CC-BD6C-A47863BI4726
behavior model derived from IFTDSS using a 97th percentile weather scenario for the purpose of
simulating extreme fire weather conditions. Before model results are finalized, outputs will be
calibrated and reviewed through discussions with the Advisory Group to ensure that results
account for local fuels, topography, and fire history conditions.
Assess Fire History and Ignition Risk
SWCA is aware of recent fires in Jefferson County, including the 2015 Paradise Fire, and will
provide a detailed analysis of the area's fire history and assess future ignition risk. This will
I
include a discussion of the County's historic fire regime. SWCA will also utilize the IFTDSS
bum probability function to determine the potential for ignition and wildfire spread across
landscapes within the County. Parameters such as location, topography, ignition source, size,
fuel, and severity of past wildfires will be incorporated into our analysis, and our modeling
procedure will produce a composite wildfire assessment that rates land as having a high,
medium, or low risk of wildfire. The assessment will be used to prioritize areas for treatment
recommendations.
Firefighting Capability and Wildfire Readiness
The CWPP will 'include an analysis of existing firefighting capability and the fire protection
district's current preparedness to respond to wildfires. We will provide recommendations for
improving firefighting capability and wildfire readiness through the development of the CWPP.
Our team will encourage the Advisory Group to provide input on local wildfire preparedness for
the purpose of identifying vulnerable areas that require solutions and priorities for action. The
final CWPP will support future funding and grant efforts for firefighting operations across the
County.
Assessment of Other Community Values at Risk
Our team will encourage community involvement through the public outreach process to develop
a list of community values at risk within or adjacent to the WUI within the County, including
natural resources such as Olympic National Park and the County's four Water Resource
Inventory Areas. SWCA realizes the value of Jefferson County's natural resources and the
revenue that is generated from tourism around the natural environment. Thus, we will identify
and document these economically important recreation and cultural resources that are valued by
the communities and analyze wildfire impacts on the County's natural resources such as forests,
rangelands, aquatic resources, and watersheds, as well as impacts on critical wildlife habitat,
recreational sites, places of cultural or historical significance, critical infrastructure, and
residential properties "in the VvIA. These will be prioritized when formulating treatment
esi
recommendations, and SWCA will consult with federal and state land management agencies
throughout this process.
Task 5a (Optional) On -the -Ground Structural Hazard Assessments
SWCA recognizes the County's limited resources and will work with the Advisory Group to
evaluate the need for on -the -ground hazard assessments in high -priority communities. Results
16
DocuSign Envelope ID: 67692884-3376-45CC-BD6C-A47863BI4726
from these assessments typically reveal important information about ingress -egress, building
construction, defensible space, and fire response access that cannot be determined from a
desktop analysis. If chosen, the assessments will be a primary driver of identifying high -priority
community mitigation measures. If needed, we will use the 2013 National Fire Protection
Association 1144 Standards for Reducing Structure Ignition Hazards from Wildland Fire (1144
on -the -ground assessment). Using our collaboratively delineated WUI map, the assessment will
evaluate various factors related to wildfire risk in structural environments, 'including construction
materials, defensible space, fuels, proximity to organized fire response, 'ingress and egress routes,
and topography. Our team will use a digital form and web application using Survey 123 and ESRI
Field Maps to survey, capture, and document wildfire hazards across the decided -upon study
areas. SWCA has used this technology in ecosystems and communities across Colorado, Alaska,
and California to accurately collect, analyze, and report on field data for CWPP projects. All
field data will be shared with the County upon completion of the project.
Task 6 Develop Mitigation Strategies and Actions
SWCA and the Advisory Group will engage in collaborative discussions around the modeled
risk -hazard analysis and (if opted for) 1144 on -the -ground assessment data to delineate potential
landscape -scale fuel treatment areas and communities/essential infrastructure in need of
structural ignitibility treatments. SWCA firmly believes in responding to identified risks with the
development of achievable, actionable, and realistic wildfire prevention measures that can be
acted on by all County community members to prevent devastating local wildfires. Therefore,
our conversations will culminate in the production of an action plan, the heart of which will be a
breakdown of fire mitigation solutions and the stal-wholders who are responsible for
implementing them. Prior to drafting the recommendations, SWCA will review and assess
existing mitigation measures in the planning area and use those as a starting point for Advisory
Group conversations.
The recommendations will include manual, mechanical, and cultural treatment projects
(thinning, grazing, ditch maintenance, mowing, prescribed fire, prescribed herbivory, etc.) in
forested and grassland ecosystems throughout the County, high-level recommendations for
necessary building code updates (see below), and homeowner -scale wildfire mitigation
recommendations. The plan will also provide strategies for increasing community wildfire
preparedness engagement by involving neighbors, homeowner associations, and the public, as
well as expected timelines and costs for task completion, task priority, methodologies and
theories behind approaches, and contact information for useful resources. SWCA will work
closely with the Advisory Group to build into the plan appropriate funding sources for each
recommendation such as state and federal grants, an example being the Building Resilient
Infrastructure and Communities (BRIG grant available through the Federal Emergency
Management Agency and the Community Wildfire Defense Grants (CWUGs) available through
the USFS.
To facilitate the CWPP's *integration with national fire policy and funding sources and ensure
Washington State Forester approval, the action plan will align recommended mitigation tasks
with the following three main goals of the National Cohesive Wildland Fire Management
Strategy:
17
DocuSign Envelope ID: 67692884-3376-45CC-BD6C-A47863Bl4726
1. Resilient Landscapes: The action plan will focus on recommendations for hazardous fuels
reduction actions to reduce landscape -scale wildfire threats. Recommendations will include
priorities, types, and methods of treatment on public and private land to protect forests,
communities, and infrastructure.
2. Fire -Adapted Communities: The action plan will focus on recommendations for actions to
prevent structural ignitability (e.g., defensible space) and provide public education and outreach.
This could include recommendations on wildfire mitigation policies and standards, protecting
highly valued resources and assets, and fostering strategic coordination.
3. Safe and Effective Wildfire Response: The action plan will focus on recommendations that
address firefighting capability and wildfire readiness in all communities, including possibilities
for improving emergency egress, response access, and emergency evacuation systems.
Recommendations for Building Code Updates
SWCA will be partnering with Justice Jones and Jerry McAdams, who will be working as trusted
subconsultants during the CWPP drafting process. Mr. Jones and Mr. McAdams will be
providing their decades of expertise in structural and wildland fire to help guide the County in
recommendations for future adoption of building codes to address structural ignitability and
home hardening. Both Mr. Jones and Mr. McAdams have consulted with counties and
municipalities on the appropriate use of building codes to guide the mitigation of wildfire -related
losses and will bring this experience to bear in the development of the CWPP.
PHASE 4: APPROVE AND LAUNCH
Task 7. Draft CWPP
On route to preparing a comprehensive draft CWPP in accordance with the project schedule
(Table 3), if requested, SWCA will provide the Advisory Group with a draft outline of the
CWPP for one round of revisions by the Advisory Group. Additionally, the draft
recommendation matrices (see Task 6) will be provided within 4 weeks of the second Advisory
Group meeting for one round of revisions by the Advisory Group. The completed draft CWPP
will include project background, methods, results (risk assessment and Action Plan), and
01
reference components and will be submitted electronically to the Advisory Group 2 weeks before
the third Advisory Group meeting. This will trigger a review and comment period for Advisory
Group members. SWCA will then facilitate Advisory Group meeting 3 to present the revised
draft CWPP and discuss revisions. The public will also be invited to provide written comments
on the draft document during a public review period following the third Advisory Group
meeting.
Task 8. Final Draft Delivery
Following the draft review, SWCA will incorporate appropriate feedback into the final CWPP.
Following revisions, SWCA will then deliver a final electronic CWPP to the County and present
findings to the Board of County Commissioners. We will also deliver all GIS files used to create
maps, formatted for use 'in ESRI software suite. SWCA has experience presenting CWPP` project
information to councils and other elected officials both virtually and in person. We use our
18
DocuSign Envelope ID: 67692884-3376-45CC-BD6C-A47863BI4726
communication skills and technical knowledge to concisely give project background
information identify goals and objectives, and gain buy -in from diverse audiences. We
encourage the following entities to attend the presentation: Advisory Group members,
government partners, community stakeholders, and business leaders.
SWCA will present the final draft of the CWPP to the Board for approval. We have outlined the
cost of an in -person presentation versus a virtual presentation, so the County can select the
option that works best for the Board, while having the option of saving on travel costs.
PHASE 5: OPTIONAL TASKS:
Task 9. Development of Esri Hub Site, Story Map, and Project Tracker
SWCA has substantial experience in developing Esri Interactive story maps for public
engagement. Our team will develop an Esri hub site (similar to a website) and story map that will
create a highly functional, easy -to -use interface to tell the story of place and people's values in a
way that illustrates data -rich, science -based information. The hub site forms the landing page for
the project and provides links to the story map and other important content (e.g., public meeting
announcements and the community survey). The story map serves as a place where residents can
access project recommendations, interact with baseline mapping and risk assessment
information, and seek mitigation measures they can take in and around their properties. Working
with the County, the hub site can be integrated into other existing resources for visitors to the
County, helping educate and 'Inform nonpermanent residents about hazards and emergency
protocols for the area.
The hub site deliverable will include SWCA's unique project tracking application that will
ensure the CWPP remains sustainable and wildfire mitigation projects proposed in the plan are
brought to fruition during plan implementation. The project tracking application will enable the
County to track fuel treatment projects and accomplishments as well as 'Identify hurdles to
progress. It will provide real-time updates and the ability for multi -agency coordination and
collaboration well after the completion of the CWPP project. Internally (within the County) the
tracking system has the potential to host a project database, track funding, provide for improved
agency delegation, host spatially delineated working areas, and more. Externally (facing the
public), the project tracker provides the ability to display statistics such as acres treated or dollars
spent, demonstrating progress towards the goal of wildfire resilience.
The story map can be implemented as a platform for collaborative efforts in the event that
Advisory Group meetings must be held virtually, and it can also provide interactive information
to stakeholders and constituents about the development of the CWPP. The hub site is an
excellent platform to notify the public about opportunities for involvement and comment
submittal. The story map can host the CWPP for review and house a comment submittal form
during public review. Furthermore, links to the hub site and story map can be shared on
communit
y and agency websites and social media to maximize circulation. The final story map
deliverable will house the fully executed final CWPP and will be delivered following completion
of the CWPP project.
For a successful story map, SWCA may require that our GIS specialists be provided access to the
County ArcGIS online account and that the story map will therefore originate from and be
DocuSign Envelope ID: 67692884-3376-45CC-BD6C-A47863Bl4726
maintained through the County account. Alternatively, SWCA can develop the story map on our
ArcGIS online account and transfer the product upon completion of the project. Throughout
development, SWCA's GIS team will make the story map available to the County and Advisory
Group to review the design, functionality., and content to support the initial roll -out of the web
mapping application.
Task 10. Evacuation Modeling and Planning
SWCA has an existing partnership and license to use evacuation modeling software for robust
evacuation planning and modeling with Ladris technologies (Ladris) and proposes an optional
task to use this modeling approach. If approved, SWCA will work with the Board and County to
determine costs, and evacuation modeling can be implemented as an optional second phase of
the project. The SWCA Team will work with Jefferson County Emergency Management to
determine the best approach for evacuation planning to support the CWPP.
Ladris
SWCA has a strong working relationship with Ladris to incorporate evacuations analysis with
stakeholder outreach in comprehensive community planning across the United States.
Emergency managers, fire departments, law enforcement, and consultants use Ladris to model
evacuation times and traffic levels for millions of "what -if' disaster scenarios. By enabling
emergency managers to plan more efficiently and in greater detail, Ladris enhances and allows
more time for community preparedness and resilience. Evacuation modeling can identify areas of
concern, evaluate strategies to reduce evacuation times, assess key infrastructure improvements,
prioritize areas needing mitigation, and bring critical awareness and education to the community
about real situations where they live. With Ladris, users can dynamically model the impacts of
seasonal tourism, population influx, and changes in the number of heavy vehicles, including
RVs, on evacuation times and traffic conditions year-round. These assumptions can be modeled
down to the individual address level and modified to account for any type of "what -if' scenario
that might occur, making Ladris an ideal choice for communities seeking to mitigate hazards
associated with tourism during peak disaster seasons.
Every community is different, and Ladris' modeling empowers cities and counties to plan for
their own unique evacuation situations, educate key stakeholders, and mobilize local
communities. Ladris' software facilitates stakeholder outreach via a public -facing component,
helping emergency services professionals and leaders mobilize their communities in advance,
educate key stakeholders ahead of time, and prepare for the magnitude of real evacuation events.
We can work with the County to *incorporate Ladris' Operator Evacuations Modeling Platform
into our hazard and risk assessment for the planning area. This information can help better
0.
inform final map products and prioritize mitigation igation measures.
SWCA would be happy to schedule a demonstration for the County to learn more about the
Ladris software and how it could be integrated into the CWPP.
20
DocuSign Envelope ID: 67692884-3376-45CC-BD6C-A47863BI4726
ASSUMPTIONS
a Deliverables produced by SWCA under Tasks I through 7 will be sent to the Advisory Group
for one round of comments. Comments will be incorporated by SWCA, at which point the
deliverable will be considered final.
-a The three Advisory Group meetings will be held with the Advisory Group and up to two
SWCA attendees. Meetings I and 3 will be virtual, and meeting 2 will be in person.
• The four public engagement events under Task 2 will be held with up to two SWCA attendees.
• Four public engagement events will be held in person with a virtual option. The duration of the
meetings will not exceed 2 hours,
• In order to meet the aggressive project timeline and to consolidate travel costs, Advisory Group
meeting 2, the in -person public engagement meetings, and the optional on -the -ground
assessments will need to be completed during one SWCA team mobilization.
o The County is responsible for reserving spaces to hold public meetings. SWCA will assist in
recommending appropriately sized and logistically sound venues.
* SWCA is responsible for creating promotional material for public meetings, and the Advisory
Group is responsible for printing and distributing that material for the public.
a No major changes will be requested to the format or content of the CWPP after the initial
outline has been approved by the Advisory Group. Major changes to the format or content after
the Advisory Group outline review has been completed may require additional funds and extend
the timeline for final deliverables.
• Data provided to SWCA during the project will not change once received. In the event of a fire
occurring during the project period, SWCA and the County will consult and agree upon any
necessary changes to the deliverables, scope, and budget as needed. If changes to the
deliverables as a result of a fire are necessary and desired, a scope and budget for the work will
be prepared by SWCA at that time.
* No major changes requiring additional data collection, analysis, or re -analysis will be needed
after the community risk assessment (Task 5) has been completed.
* The Advisory Group will provide one round of comments on the fire behavior models and all
mapping products, after which SWCA will incorporate comments and the modeling outputs and
maps will be considered final.
'b SWCA assumes that there will be no more than 100 public comments on the draft plan. If more
comments are received, budget and schedule changes may be needed.
e All data requests will be filled within 3 weeks of request. Data received outside this time frame
may trigger budget and/or schedule changes.
• WUI delineations will not change after they are approved by the Advisory Group.
• Inclement weather, property access, and other external factors will not delay the 1144 on -the -
ground assessment. It is assumed the 1. 144 on -the -ground assessment can be completed in 2 to 3
days.
2 . I
DocuSign Envelope ID: 67692884-3376-45CC-BD6C-A47863Bl4726
* All deliverables will be in an electronic format, except the outreach event(s) materials and
printed materials for Advisory Group meetings. All digital files will be delivered using SWCA's
SharePoint software unless otherwise requested by the County.
a There will be no more than one final presentation. This will be virtually or in person (optional
task) at the discretion of the County Board of Commissioners.
The County is responsible for gathering all required signatories for the CWPP.
•
• This project will be completed upon notice of completion.
C. ROLES AND RESPONSIBILITIES
SWCA recognizes that the success of this project requires a team that is available, dedicated, and
qualified; we make the commitment now to ensure that all project needs are met within the
County's budget and schedule. The following organizational chart details the roles and
responsibilities for each key team member.
Table 1. Roles and Responsibilities
Emil y Geery, Project Man
- Point of contact for Jefferson County
- Lead all agency/contractor meetings
- Oversee development of the CWPP and QA/QC of all deliverables
- Assist Jefferson County review team document approval process
- Participate in and facilitate meetings with the County, the Wildfire Advisory
Working Group, Board of County Commissioners, and key stakeholders
- Facilitate public involvement engagement
- Manage schedule and budget
Breanna Plucinski, Assistant Project .Manage
- Secondary point of contact for Jefferson County
- Technical authors and planners
- Lead task tracking and execution
- Assist Project Manager in execution of meetings and public engagement
- Assist with managing schedule and budget
0A
DocuSign Envelope ID: 67692884-3376-45CC-BD6C-A47863Bl4726
Victoria Amato, Technical Advisor and QA/ C
- Ensure the CWPP meets the objectives for the project
- Design and execute stakeholder interviews
- QC of all interim and final deliverables to ensure consistency
Montiel Ayala, Fire Planner
- Technical author and planner
Liz Hitzfelder, Fire GIS
- Develop maps and ESRI web mapping application
23
DocuSign Envelope ID: 67692884-3376-45CC-BD6C-A47863Bl4726
PRICING NARRATIVE
To provide the County with the best possible value, and reflecting SWCA's commitment to the
environment,
we have reduced our standard staff billing rates for Emily Leery and Victoria
Amato by 5%, removed our standard communication fee, and reduced our subcontractor
markups by 5%. Not only will this provide a price- break for the County, but it also aligns and
holds true to one of our founding and core services ---climate resilience.
Table 1. Pricing Narrative for the Jefferson County CWPP
Project Management and
27
$3;752 3865
$3,752
Administration
Task 1: Kick -Off
52
$6,903
$6,903
Task 2. Data Gathering
140
$17,455
$17,455
Task 3, Base Maps
28
$3;256
$3,256
Task 4a- Advisory Group Meetings
116
$15,870 $3,945
$19,815
Task 4b- Public Meetings/Outreach
88
$12,386 $690
$13,076
Task 5. Risk Assessment- Desktop
40
$41835
$4,835
Task 5a, Risk Assessment — On -the-
84
$10,495 $5,699
$161193
Ground Structural Hazard
Assessments (OPTIONAL)
Task 6, Recommendations
66
$12,000
$12,000
Task 7. Draft Document
204
$23,452
$23,452
Task 8: Final Document and Virtual
100
$121320
$12,320
Presentation
*Task 9: OPTIONAL- Story Map
45
$5)640
*Task 10: OPTIONAL - Evacuation
64
$13,184
$13,184
Modeling (SWCA Labor in addition
to the Ladris software licensing
agreement)
Task 11: Ladris Software Agreement
$15,600
TOTAL (with all Optional Tasks)
$167,481
Task 8a In -Person Presentation of Final CWPP has been removed
• The in -person Presentation of Final CWPP to the Board included in the original scope of
work has been eliminated.
• SWCA can make a virtual final presentation of the CWPP to the Board. Or the County
may make the final presentation if they prefer. Decision to be made about one month in
advance of Board meeting.
*Task 9 additional inforniation and assuniptionsr;
24
DocuSign Envelope ID: 67692884-3376-45CC-BD6C-A47863B14726
• SWCA will create a basic story map or HUB site to present a concise overview of the
project's essential details, but graphical elements will be limited.
• Task 9 will not include a project tracker.
* Task 10 additional information and assumptions:
0 1 coordination meeting with SWCA, Ladris, and County.
0 The County will use the evacuation modeling software to test different scenarios using
their Ladris licenses.
0 1 workshop (up to 2 hours) with SWCA and County to discuss evacuation scenarios
using the County's Ladris license.
0 SWCA to develop recommendations to enhance evacuation protocols and hazardous fuels
treatments.
0 1 follow up meeting with SWCA and County to refine the recommendations.
a SWCA will develop a chapter within the CWPP to address evacuation analysis and
planning, not to exceed 15 pages in length.
Task 11: Ladris Software as a Service Agreement
• The Ladris Software as a Service Agreement will be added to the SWCA contract as an
Exhibit.
• As part of the SWCA contract, Jefferson County will enter into this agreement with
Ladris under the terms stated in exhibit B.
• Fees due under the Terms of Service set forth in Exhibit B will be paid by SWCA per
terms of an agreement between SWCA and Ladris.
• The Ladris Software as a Service agreement will terminate at the same time as the SWCA
contract ends or up to 12 months from the start date of the project.
• The fees for the Ladris Software as a Service Agreement will be included in the first
invoice.
Project Schedule:
0 The project will be completed within 12 months of the start date.
01
DocuSign Envelope ID: 67692884-3376-45CC-BD6C-A47863BI4726
EXHIBIT B
SAAS AGREEMENT FOR CLOUD BASED SERVICES
(ENTERPRISE VERSION)
This Software as a Service Agreement (the "Agreement"), is between Ladris Technologies, Inc.,
a California Corporation ("Ladris") with offices located at 10090 Stable Lane, Nevada City,
California 95959 and Jefferson County WA ("Customer"), with offices located at
. Ladris and Customer (each a "Party" and
collectively, the "Parties") hereby agree, as of the Effective Date, as follows:
Section 1.01 Selected Terms
Effective Date means:
Prior NDA means: N/A
The business contact for Ladris, is.-
Attn: Customer Service
Title: Ladris Technologies, Inc.
Address: 10090 Stable Lane
Nevada City, CA 95959
Tel.: +1 (888) 985-0031
I Email: seirv*lce@ladr'is.com
Initial Definitons
Initial Term means: one year
The business contact for the Customer
i s -*
Attn:
Title:
Address-,
Tel.:
Fax:
Email:
Section 1.02 Additional Defined Terms.
"Access Credentials" means any user name, password, license or security key, security token, or
other method, technology or device used, alone or in combination., to authenticate and authorize
access to and use of the Cloud Services.
"Affiliate" means, with respect to any corporate entity, a company controlled by, controlling, or
under common control of a parent entity.
in
DocuSign Envelope ID: 67692884-3376-45CC-BD6C-A47863B14726
"Authorized User" means an employee of Customer authorized to use the Cloud Services
pursuant to Error! Reference source not found. and the other terms and conditions of this A
greement. Independent contractors of Customer may also be Authorized Users to the extent,
and while, such independent contractors are engaged in the business of Customer.
"Cloud Services" means the Ladris Operator for wildfire evacuation modeling as made available
to Customer on a software as a service model .and all new versions, updates, revisions,
improvements and modifications of the foregoing, that Ladris uses to provide remote access to
and use of the Cloud Services.
"Contract Year" means the period of twelve (12) consecutive months during the Initial Term of
this Agreement, commencing on the Effective.Date, and with, with respect to any contract
renewal, each subsequent period of twelve (12) consecutive months commencing on the
anniversary of the Effective Date.
"Covered Region" shall mean the jurisdictional boundaries of the Customer plus a buffer of an
additional 10 miles beyond such boundaries. The definition of Covered Region may be modified
by Attachment 1. on Fees, Charges and Payments,
"Customer Data" means information, data, images, video and other content, regardless of form
or medium, that is collected, downloaded or otherwise received from Customer or an Authorized
User for processing by the Cloud Services, but does not include metadata derived from Customer
usage.
"Customer Systems" means the Customer's information technology infrastructure, including
computers, software, hardware, databases, electronic systems (including database management
systems) and networks operated by Customer,
"Documentation" means any manuals, instructions or other documents or materials in any
medium, as updated from time to time, that the Ladris provides or makes available to Customer.
"Harmful Code" means any software, hardware or other technology, including any virus, worm,
malware or other malicious computer code, the purpose or effect of which is to (a} ,permit
unauthorized access to, or to destroy, disrupt, or otherwise harm or 'impede in any manner any (i)
computer, software, firmware, hardware, system or network or (ii) any application or function of
any of the foregoing or the security, integrity, confidentiality or use of any data processed
thereby, or (b) prevent a customer or end user from accessing or using the Cloud Services as
intended by this Agreement.
"Intellectual Property Rights" means any and all patent, copyright, trademark, trade secret,
database protection or other intellectual property rights laws, and all similar or equivalent rights
or forms of protection, in any part of the world including any such intellectual property rights
which come into existence following the Effective Date of this Agreement.
"Ladris Data" means (i) all data and information provided by the Cloud Services that is
proprietary to Ladris or its licensors, (ii) all metadata captured by the Cloud Services, including
time and duration of simulations, parameters set by Customer in running simulations, and
frequency of use, and (iii) all Resultant Data.
MA
DocuSign Envelope ID: 67692884-3376-45CC-BD6C-A47863Bl4726
"Ladris Materials" means the Specifications, Documentation and any and all other information,
data,, documents, materials and other content, devices, methods, processes, hardware, software
and other technologies and inventions, including any deliverables, technical or functional
descriptions, requirements, plans or reports, that are provided to Customer or used by Ladris or
any Subcontractor in connection with the Cloud Services or Ladris Systems. For the avoidance
of doubt, Ladris Materials include Ladris Data and Resultant Data, but do not include Third
Party Materials or Customer Data.
"Ladris Personnel" means all individuals 'Involved in the performance of Cloud Services as
employees, agents or independent contractors of Ladris or any Subcontractor.
"Ladris Systems" means the information technology in-fi-astructure used by or on behalf of
Ladris to operate, maintain and make available the Cloud Services, including all computers,
software, hardware, databases, electronic systems (including database management systems) and
networks, whether operated directly by Ladris or through the use of Subcontractors.
"Law" means any statute, law, ordinance, regulation, rule, code, order, constitution, treaty,,
common law, judgment, decree or other requirement of any federal, state, local or foreign
government or political subdivision thereof, or any arbitrator, court or tribunal of competent
jurisdiction.
"Losses" means any and all losses, damages, or other liabilities, awarded in a final judgment,
including interest, awards, penalties, fines, costs and expenses, as well as reasonable attorneys'
fees- provided, however, that losses shall not include (1) any amounts resulting from loss of
property, loss of services, personal injury, or death resulting from an evacuation or wildfire, or
(H) loss resulting from any other hazardous activity.
"Open Source Program(s)" means any software, documentation or other material that contains.,
or is derived (in whole or in part) from, any software, documentation or other material that is
distributed as free software, open source software (e.g., Linux) or similar licensing or
distribution models.
"Person" means an *Individual, corporation, partnership, joint venture, limited liability entity,
governmental authority, unincorporated organization, trust, association or other entity.
I I Rep res entatives " means, with respect to a Warty, that Party's and its Affiliates' employees,
officers, directors, consultants and legal advisors.
"Resultant Data" means information, data and other content that is derived by or through the
Cloud Services from Processing Customer Data and is sufficiently different from such Customer
Data that such Customer Data cannot be reverse engineered or otherwise identified from the
inspection, analysis or further processing of such information, data or content. Resultant Data
includes but is not limited to information, data or other content derived from Ladris' analysis of
Customer's access of the Cloud Services
"Specifications" means the published technical description for the Cloud Services or
Documentation.
W
DocuSign Envelope ID: 67692884-3376-45CC-BD6C-A47863BI4726
"Third Party Materials" means materials and infon-nation, in any form or medium, including
any open -source or other software, documents, data, content, specifications, APIs, products,
equipment or components of or relating to the Cloud Services that are not proprietary to Ladris
or its licensors.
ARTICLE H. CLOUD SERVICES,
Section 2.01 Cloud Services. During the Term of this Agreement (set forth in Article X),
Ladris shall provide to Customer, and their Authorized Users access to the Cloud Services in
substantial conformity with the Specifications. This right to use shall be non-exclusive and
modeling with respect to evacuations shall extend to the Covered Region only. The Cloud
Services shall be provided 24 hours per day, seven days per week every day of the year, except
as provided in Article 5 (Service Levels and Service Credits.)
Section 2.02 Cloud Services and System Control. Except as otherwise expressly provided in
this Agreement, as between the parties,:
a) the Cloud Services, Ladris Materials and Ladris Systems shall be operated, maintained
and managed by Ladris;
b) the Cloud Services may be operated on hardware and at locations owned, maintained and
managed by a third -party supplier to Ladris; and
c) Customer will retain sole control over the operation, maintenance and management of the
Customer Systems, and shall have sole responsibility for all access to and use of the
Cloud Services and Ladris Materials by or through the Customer Systems, *including any:
(i) Customer Data, or other information, instructions or materials provided by Customer
or any Authorized User; and (ii) the distribution of Customer Data based on use of the
Cloud Services.
Section 2.03 Changes. Ladris reserves the right, in its sole discretion, to make any changes to
the Cloud Services and Ladris Materials that it deems necessary or useful to: (a) maintain or
enhance (i) the quality or delivery of Ladris' Cloud Services to its customers, (ii) the competitive
strength of or market for Ladris' Cloud Services or (iii) the Cloud Services' cost, efficiency or
performance; or (b) to comply with applicable Law.
Section 2.04 Subcontractors. Ladris may from time to time in its discretion engage third parties
to operate, maintain, and make available perform the Cloud Services (each such third party being
a "Subcontractor").
Section 2.05 Suspension or Termination of Cloud Services. Ladris may, directly or indirectly,
suspend, terminate or otherwise deny access to or use of all or any part of the Cloud Services or
4.
Ladris Materials by Customer, or any Authorized User if: (a) Ladris receives a judicial or other
governmental demand or order, or law enforcement request that requires Ladris to do so, or (b)
Ladris believes, in its good faith and sole discretion, that. (i) Customer or such Authorized User
has failed to comply with any material term of this Agreement, or accessed or used the Cloud
Services beyond the scope of the rights granted; or (ii) Customer or such Authorized User is, has
been, or is likely to be involved in any fraudulent, misleading or unlawfulactivities. This Section-1
2.05 does not limit any of Ladrisother rights or remedies, whether at law or in equity.
Wt
DocuSign Envelope ID- 67692884-3376-45CC-BD6C-A47863BI4726
ARTICLE 111. AUTHORIZATION AND CUSTOMER RESTRICTIONS.,
Section 3.01 Authorization. Ladris authorizes Customer and its Authorized Users to access and
use the Cloud Services and such Ladris Materials as Ladris may supply to Customer for the
internal use of Customer. This authorization is non-exclusive and non -transferable, other than as
may be set forth in Section 15.06 (Assignment).
Section 3.02 Prohibitions. Customer shall not (i) reverse engineer, disassemble, decompile,
decode, adapt or otherwise attempt to derive or gain access to the source code or object code of
the Cloud Service software, in whole or in part, or (ii) copy, modify, or prepare derivative works
of the Cloud Service software or the Ladris Materials.
Section 3.03 Additional Limitations and Restrictions. Customer shall not and shall not permit
any other Person to, copy, distribute, reproduce, incorporate, use, or access the Cloud Services or
Ladris Materials in any manner except as expressly permitted by this Agreement and, in the case
of Third -Party Materials, the applicable third -party license agreement. Without limiting the
generality of the foregoing, Customer shall not, except as this Agreement (or any applicable open
source license) expressly permits:
a) access or use the Cloud Services other than through the use of valid Access Credentials;
b) input, upload, transmit or otherwise provide to or through the Cloud Services any
information or materials that are unlawful, injurious, or contain, transmit or activate any
Harmful Code;
c) remove, delete, alter or obscure any trademarks, terms of service, warranties or
disclaimers, or any copyright, trademark, patent or other intellectual property or
proprietary rights notices from the Cloud Services or Ladris Materials, including any
copy thereof; or
d) access or use the Cloud Services or Ladris Materials for the development of a competing
software service or product or any other purpose that is to Ladris' detriment or
commercial disadvantage.
ARTICLE IV. SUPPORT.
Section 4.01 Customers. Support and maintenance shall be provided for Customers as set forth
in Attachment 2.
ARTICLE V. SERVICE LEVELS AND CREDITS.
Section 5.01 Service Levels. During the Tenn of this Agreement, Ladris will use commercially
reasonable efforts to make the Cloud Services Available at least 99.5% of the time as measured -
over the course of each calendar month during the Term (each such calendar month, a " Cloud
Service Period"), excluding unavailability as a result of any of the Exceptions described below in
Section 5.04 (the "Availability Requirement"). "Service Level Failure" means a material failure
of the Cloud Services to meet the Availability Requirement. "Available" means the Cloud
Services are available for access and use over the Internet and are operating in substantial
accordance With the Specifications.
30
❑ocuSign Envelope ID: 67692884-3376-45CC-BD6C-A47863BI4726
Section 5.02 Service Level Failures and Remedies. In the event of a Service Level Failure, and
if Customer otherwise meets its obligations under this Agreement, Ladris shall issue a credit to
Customer in the amount of a percentage of the Fees due for the Cloud Service Period in which
the Service Level Failure occurred (each a "Service Credit") as set forth in the following table:
In the first column, the Percentage of Availability shall be calculated according to the formula set
forth in Section 5.03 below.
Percentage of
Availability -
Amount of Service
Credit
between 98.0% and 99.5%
10%
between 95.0% and 98.0%
18%
below 95.0%
40%
In addition, all Service Credits shall be subject to the following:
a) Ladris has no obligation to issue any Service Credit unless Customer requests such
Service Credit and provides to Ladris the supporting information set forth in Section
5.02(b) below within seven (7) days following the end of the applicable Cloud Service
Period;
b) Customer must provide to Ladris all information necessary to document the Service
Level Failure, including without limitation, log files showing the period(s) when the
Cloud Services were not Available, the date(s) and time(s) on which they occurred, the
number and location(s) of the affected Authorized Users (i.f applicable); descriptions of
Customer's attempts to resolve the matter; and any other pertinent information;
C) in no event will a Service Level Credit for any Cloud Service Period exceed fifty percent
(50%) of the total Fees that would be payable for that Cloud Service Period if no Service
Level Failure had occurred;
d) if a dispute arises with respect to any Service Level Failure, Ladris will make a good faith
determination to resolve the dispute based on its system logs, monitoring reports,
configuration records, and other available information, which Ladris shall make available
to Customer upon Customer's request; and
e) any Service Credit payable to Customer under this Agreement will be issued to Customer
in the calendar month following the Cloud Service Period in which the Service Level
Failure occurred. This Section 5.02 sets forth Ladris's sole obligation and liability and
Customer's sole remedy for any Service Level Failure.
Section 5.03 Measurement. If the Cloud Services are provided from servers operated and
maintained by a nationally recognized cloud service provider (such as AWS or Azure), then
availability will be measured by such provider's standard processes and formulas therefore. In
all other cases, the percentage Availability shall be calculated according to the following
formula:
941
DocuSign Envelope ID: 67692884-3376-45CC-BD6C-A478631314726
Percentage of Availability = 100 x (Anticipated Available Minutes — Unavailable Minutes�
Anticipated Available Minutes
In this Percentage of Availability formula:
"Anticipated Available Minutes" means the Total Minutes less the Excluded Minutes.
"Excluded Minutes" means that the total number of minutes the Cloud Services were not
available as a consequence of the exclusions set forth below in Section 5.04, as reasonably
determined by Ladris.
"Unavailable Minutes" means the number of minutes during the relevant Cloud Service Period
that the Cloud Services were not available, not including Excluded Minutes.
"Total Minutes" means the total number of minutes in the relevant Cloud Service Period.
Section 5.04 Exceptions. For purposes of calculating the Availability Requirement,, the
following are "Exclusions" to the Availability Requirement, and neither the Cloud Services will
be considered not Available nor any Service Level Failure be deemed to occur that is due, in
whole or in part, to any:
a) access to or use of the Cloud Services by Customer or any Authorized User, or using
Customer's or an Authorized User's Access Credentials, in a manner that does not strictly
comply with this Agreement and the Documentation;
b) Any delay or failure of performance caused in whole or in part by Customer's delay in
performing, or failure to perform, any of its obligations under this Agreement-,
c) Customer's or its Authorized User's Internet connectivity',
d) Force Majeure Event;
e) Scheduled Downtime in accordance with Section 5.05; and
f) any suspension or termination of Customer's or any Authorized Users' access to or use of
the Cloud Services as permitted by this Agreement.
Section 5.05 Scheduled Downtime. Ladris will use commercially reasonable efforts to give
Customer at least five hours prior notice of all scheduled outages of the Cloud Services,
Scheduled Downtime" shall mean any such scheduled outage for which at least five hours prior
notice has been given and which does not persist for more than 90 consecutive minutes. There
shall not be more than one Scheduled Downtime event per week.
Section 5.06 Cloud Service Support. Basic Cloud Service Support is included in the License
Fee set forth in Attachment 1. Customer may purchase enhanced support for Cloud Services
separately at Ladris' then current rates.
ARTICLE VI. SECURITY.
Section 6.01 Ladris Measures and Policies. Ladris will employ security measures in
accordance with Ladris' data privacy and security policy as amended from time to time, (the
32
DocuSign Envelope ID: 67692884-3376-45CC-BD6C-A47863BI4726
"Privacy and Security Policy") a summary of which is available to Customer upon request.
Subcontractors which supply platforms for the operation of Cloud Services may have their own
security policies, which may be available to Customer upon request.
Section 6.02 Prohibited Data. Customer agrees that it shall not submit the following categories
of information (each of the following being "Prohibited Data") to Ladris for processing:
a) Personal Information without appropriate consent or authorization under applicable Law-,
b) Content or other data (including video) that Customer does not have full rights to copy,
transmit, store, process or distribute;
1. articles, services and related technical data designated as defense articles or defense
services,
ii. data that is classified and or used on the U.S. Munitions list and
iii. ITAR (International Traffic in Arms Regulations) related data.
Customer shall not, and shall not permit any Authorized User or other Person to, provide any
Prohibited Data to, or Process any Prohibited Data through, the Cloud Services, the Ladris
Systems or any Ladris Personnel. Customer is solely responsible for reviewing all Customer
Data and shall ensure that no Customer Data constitutes or contains any Prohibited Data.
Section 6.03 Customer Control and Responsibility. Customer has and will retain sole
responsibility for'- (a) the content and use of all Customer Data; (b) the security and use of
Customer's and its Authorized Users' Access Credentials; and (c) all access to and use of the
Cloud Services and Ladris Materials directly or indirectly by or through the Customer Systems
or its or its Authorized Users' Access Credentials (whether made with or without Customer's
knowledge or consent).
ARTICLE VII. FEES# PAYMENT TERMS.
I
Section 7.01 Fees. Customer shall pay Ladris the fees set forth on Attachment I of this
Agreement (as it may be revised from time to time) (the "Fees") in accordance with this Article
8.
Section 7.02 Fee Increases. Fees are fixed for the first year of this Agreement. Thereafter,
Ladris may increase Fees on the calendar anniversary, if any, of the Effective Date during the
increase in the Consumer Price
remaining Initial Term of the Agreement in amount equal to the i
Index (Average Price Data) for the prior contract year. Following the expiration of the Initial
Term, Ladris may increase its Fees to Customer by providing Customer with at least 60 days
written notice prior to the expiration of the Initial Term of a revised price list to be effective upon
commencement of the Expanded Term.
Section 7.03 Taxes. All Fees and other amounts payable by Customer under this Agreement
are net of all applicable taxes, customs charges, duties or other amounts, including freight and
insurance,, all of which shall be paid by Customer Any claim for sales tax or duty exemption by
the Customer shall be provided to Ladris in writing prior to shipment of product or access to the
Cloud Services, and shall be effective only after Ladris' receipt of all proper exemption forms.
33
DocuSign Envelope ID: 67692884-3376-45CC-BD6C-A47863B14726
Section 7.04 Payment. Customer shall pay all Fees in US dollars within thirty (30) days
following the date of the invoice therefore. Customer shall make payments to the address or
account that Ladris may specify in writing from time to time. At its option, Customer may pay
Ladris through SWCA, Inc. in accordance with contract T3CWPP123, but otherwise in
conformity with this Agreement.
Section 7.05 Late Payment. If Customer fails to make any payment when due then, in addition
to all other remedies that may be available, if such payment is not made within 90 days of the
date when due, Ladris may charge interest on the past due amount at the rate of 1.5% per month
or, if lower, the highest rate permitted under applicable Law.
ARTICLE VIII. INTELLECTUAL PROPERTY RIGHTS.
Section 8.01 Acknowledgment. Customer acknowledges that Ladris owns all right, title and
interest including all Intellectual Property Rights in the Cloud Services, Cloud Service software,
Ladris Data, Ladris Materials, and. all derivative works thereof. Customer shall not acquire any
Intellectual Property Rights with respect to the Cloud Services, Cloud Service software or Ladris
Materials (including Third -Party Materials), except for the limited authorization set forth in
Section 3.01 and any applicable third -party licenses and in each case subject to the restrictions of
Section 3.03,
Section 8.02 Open Source Programs. The Cloud Service software may include Open Source
Programs. Any use of Open Source Programs by Customer is subject to and governed solely by
the terms and conditions of the applicable open source license agreements). On Customer's
written request, Ladris will provide Customer (at no additional cost) information how to obtain a
copy of the source code for such Open Source Programs in accordance with the terms of the
controlling open source license agreement(s).
Section 8.03 Customer Data. Customer hereby irrevocably grants to Ladris, its Subcontractors
and Ladris Personnel all such rights and permissions in or relating to Customer Data as are
necessary or useful to perform the Cloud Services. In addition, to the extent that Customer may
have intellectual property rights in Ladris Data or Resultant Data, Customer hereby grants to
Ladris a perpetual, royalty free, non-exclusive worldwide license to reproduce, use and license
and sublicense such intellectual property rights for use in connection with the Cloud Services and
such other products and services as may be developed and marketed by Ladris, its successors or
assigns.
Section 8.04 Evacuation I1iIa s. Customer shall supply Ladris with evacuation maps and zones
it uses in planning evacuation routes in the geographic area served by Customer. Customer
represents and warrants that such evacuation maps and evacuation zones are in the public domain
or that Customer has full rights to license, including the right to sublicense, such maps and
zones. Customer hereby irrevocably grants to Ladris a perpetually, royalty -free, worldwide
license to reproduce, use, license and sublicense such evacuation maps and zones with respect to
the Cloud Services and as embedded in such other products and services as may be developed
and marketed by Ladris.
Section 8.05 Feedback. If Customer or any of its employees or contractors submits, orally or
in writing, ideas, suggestions or recommended changes to the Cloud Services or Documentation,
34
DocuSign Envelope ID: 67692884-3376-45CC-BD6C-A47863B14726
including without limitation, new features or functionality relating thereto ("Feedback"), Ladris
is free to use such Feedback 'irrespective of any other obligation or limitation between the parties
governing such Feedback. Customer hereby assigns to Ladris on Customer's behalf, and on
behalf of its employees, contractors and/or agents, all right, title, and interest in, and Ladris is
free to use, without any attribution or compensation to any party, any 'ideas, know' -how,
concepts, techniques, or other intellectual property rights contained in the Feedback, for any
purpose whatsoever, although Ladris is not required to use any Feedback. Notwithstanding the
provisions of Article 10 below (Confidentiality), Feedback will not be considered Confidential
Information.
Section 8.06 U.S. Government. The Cloud Services are a "Commercial Item," as that term is
defined at 48 C.F.R. 2.101, consisting of "commercial computer software" and "commercial
computer software documentation," as such terms are used in 48 C.F.R. 12.212, 48 C.F.R.
227.7202, and 48 C.F.R. 12.211. respectively. Consistent with 48 C.F.R. 12.212, and 48 C.F.R.
227.7202-1 through 227.7202-4, all U.S. Government end users' rights to use, modify,
reproduce, release, perform, display, or disclose the Cloud Services and the Documentation are
as provided by this Agreement. This U.S. Government Rights clause, consistent with 48 C.F.R.
12.212 and 48 C.F.R. 227.7202, is in lieu of, and supersedes, any other FAR, DFARS, or other
clause or provision that addresses Government rights in computer software, computer software
documentation or technical data related to the Cloud Services and Documentation.
ARTICLE IX. CONFIDENTIALITY.
Section 9.01 Confidential Information. In connection with this Agreement each Party (as the
"Disclosing Party") may disclose or make available Confidential Information to the other Party
(as the "Receiving Party"). "Confidential Information" means *information of the Disclosing
Party which (a) is in written, graphic, machine readable or other tangible form and is marked
"Confidential," "Proprietary" or in some other manner to *indicate its confidential nature and, (b)
such information as would be considered confidential based on the circumstances surrounding its
disclosure by a reasonable person familiar with the Disclosing Party's business and the industry
in which the Disclosing Party operates. If given orally, Confidential Information may be, but is
not required to be, confirmed in writing as having been disclosed as confidential or proprietary
within 30 days after the oral disclosure. Confidential Information includes in all cases
information and data which a Party has received from others that may be made known to the
other Party and which such Party is obligated to treat as confidential or proprietary.
Confidential Information that consists of software (including source and object cod-e),
algorithms, design details, data structures, specifications, hardware configuration, computer
programs, engineering and manufacturing information and all other information of a technical
nature shall be considered "Technical Confidential Information." All other Confidential
Information, including agreements with third parties, business plans, products, marketing
information, research, development, design details and specifications, financial information,
procurement requirements, customer lists, business forecasts, and sales information shall be
considered "Business Confidential Information."
35
DocuSign Envelope ID: 67692884-3376-45CC-BD6C-A47863814726
Without limiting the foregoing, all product and other specifications, unpublished documentation,
non-public marketing materials, the terms of this Agreement and the discounts provided
hereunder are and will remain the Confidential Information of both parties.
Section 9.02 Exclusions. Except for Personal Information or any third -party information that
the Receiving Party is under a contractual or other binding obligation to maintain in confidence,
Confidential Information does not 'Include information that the Receiving Party can demonstrate
by written or other documentary records:
a) was rightfully known to the Receiving Party without restriction on use or disclosure prior
to such information's being disclosed or made available to the Receiving Party;
b) was or becomes generally known by the public other than by the Receiving Party's or any
of its Representatives' noncompliance with this Agreement;
c) was or is received by the Receiving Party on a non -confidential basis from a third party
that, to the Receiving Party's knowledge, was not or is not, at the time of such receipt,
under any obligation to maintain its confidentiality; or
d) the Receiving Party can demonstrate by written or other documentary records was or is
independently developed by the Receiving Party without reference to or use of any
Confidential Information.
Section 9.03 Protection of Confidential Information. The Receiving Party shall:
a) not access or use Confidential Information other than as necessary to exercise its rights or
perform its obligations under and in accordance with this Agreement except as may be
permitted by and subject to its compliance with Section 9.04 (Compelled Disclosures).
b) safeguard the Confidential Information from unauthorized use, access or disclosure using
at least the degree of care it uses to protect its similarly sensitive information and in no
event less than a reasonable degree of care; and
c) not disclose or permit access to Confidential Information other than to those of its
Representatives who:
i. need to know such Confidential Information for purposes of the Receiving Party's
exercise of its rights or performance of its obligations under and in accordance
with this Agreement-,
(ii) have been informed of the confidential nature of the Confidential
Information and the Receiving Party's obligations under this Article 10;
(iii) are bound by written confidentiality and restricted use obligations at least as
protective of the Confidential Information as the terms set forth in this Article 10;
and
iv. (iv) ensure its Representatives' compliance with, and be responsible and liable
for any of its Representatives' non-compliance with, the terms of this Article 10.
Section 9.04 Compgilled Disclosures. If the Receiving Party or any of its Representatives is
compelled by applicable Law to disclose any Confidential Infori-nation then, to the extent
permitted by applicable Law, the Receiving Party shall-, (a) promptly, and prior to such
disclosure, notify the Disclosing Party in writing of such requirement so that the Disclosing Party
can seek a protective order or other remedy or waive its rights under Section 9.03 (Protection of
36
DocuSign Envelope ID: 67692884-3376-45CC-BD6C-A47863BI4726
Confidential Information) and (b) provide reasonable assistance to the Disclosing Party in
opposing such disclosure or seeking a protective order or other limitations on disclosure.
Section 9.05 Period of Confidentiality and Return of Information. A Receiving Party's
obligations with respect to (i) Technical Confidential Information and Business Confidential
information that contains Ladris trade secrets, shall survive indefinitely and (ii) Business
Confidential Information that does not constitute a Ladris trade secret, shall survive for three (3)
years following termination of this Agreement. Upon termination of this Agreement, a Receiving
Party shall, within 7 days return to the Disclosing Party, or at the Disclosing Party's written
request destroy, all documents and tangible materials containing or based on any Confidential
Information; and (ii) permanently erase all Confidential Information from all systems that
Customer directly or indirectly controls.
ARTICLE X. TERM AND TER IMNATION.
Section 10.01 Initial Term. The initial term of this Agreement begins on the Effective Date and,
unless terminated earlier pursuant the provisions hereof, continues for the period specified in
Section 1.01 ("Initial Term").
Section 10.02 Renewal. This Agreement will automatically renew for up to two additional
successive one-year terms following the Initial Term unless either Party gives the other Party
written notice of non -renewal at least 45 days prior to the expiration of the then -current term
(each a "Renewal Term" and, collectively, together with the Initial Term, the "Term").
Section 10.03 Termination. In addition to any other express termination right set forth elsewhere
in this Agreement:
a) Ladris may terminate this Agreement, effective on written notice to Customer, if
Customer: (i) falls to pay any amount when due hereunder, and such failure continues
more than 30 days after Ladris' delivery of written notice thereof; or (ii) breaches any of
its obligations under Section 3.03 (Additional Limitations and Restrictions), Section 6.02
(Prohibited Data) or Article IX (Confidentiality).
b) Either Party may ten-ninate this Agreement, effective immediately upon written notice to
the other Party, if the other Party.: (0 becomes insolvent or is generally unable to pay, or
falls to pay, its debts as they become due; (ii) files or has filed against it, a petition for
voluntary or involuntary bankruptcy or otherwise becomes subject, voluntarily or
involuntarily, to any proceeding under any domestic or foreign bankruptcy or insolvency
Law; (iii) makes or seeks to make a general assignment for the benefit of its creditors; or
(iv) applies for or has appointed a receiver, trustee, custodian or similar agent appointed
by order of any court of competent jurisdiction to take charge of or sell any material
portion of its property or business.
Section 10.04 Effect of Expiration or Termination. Upon any expiration or termination of this
Agreement, except as expressly otherwise provided in this Agreement:
a) all rights, licenses, consents and authorizations granted by either Party to the other
hereunder will 'immediately terminate-,
37
DocuSign Envelope ID: 67692884-3376-45CC-BD6C-A47863Bl4726
b) Ladris may disable all Customer and Authorized User access to the Cloud Services-,
c) Customer shall immediately cease all use of any Cloud Services and Ladris Materials and
(i) within 7 days return to Ladris, or at Ladris' written request destroy, all documents and
tangible materials containing or based on any Ladris Materials; (ii) permanently erase all
Ladris Materials from all systems Customer directly or indirectly controls; and (iii)
comply with the comparable provisions with respect to the return, destruction,, or erasure
set forth in Section 9.05 above;
d) (d) if Ladris terminates this Agreement pursuant to Section 1 1.3(a) or Section
11.3(b), Customer shall pay all Fees previously accrued but not yet paid for services
rendered prior to termination, on receipt of Ladris' invoice therefor; and
e) (e) for a period of two weeks following termination, Customer may access and
download any previously saved evacuation scenarios, and related data.
Section 10.05 Surviving Terms. The provisions set forth M' the following sections, and any other
right or obligation of the pat -ties in this Agreement that, by its nature, should survive termination
or expiration of this Agreement, will survive any expiration or termination of this Agreement:
Section 3.02 (Prohibitions) and Section 3.03 (Additional Limitations and Restrictions), Article
VIII (Intellectual Property) Article IX (Confidentiality), Section 10.04 (Effect of Expiration or
Termination), Section 10.05 (Surviving Terms), Article XI (Representations and Warranties),
Article X11 (Indemnification), Article X111 and Article XV (Miscellaneous).
ARTICLE XI. REPRESENTATIONS AND WARRANTIES.
Section 11.01 Mutual Representations and Warranties. Each Party represents and warrants to the
other Party that:
a) the execution of this Agreement by its representative whose signature is set forth at the
end of this Agreement has been duly authorized by all necessary corporate, governmental
or other organizational action of such Party; and
b) when executed and delivered by both parties, this Agreement will constitute the legal,
valid and binding obligation of such Party, enforceable against such Party in accordance
with its terms.
Section 1. 1.02 Additional Customer -,Representations and Warranties. Customer represents and
warrants to Ladris that Customer has and will have the necessary rights and consents in and
relating to the Customer Data so that.., as received by Ladris and processed in accordance with
this Agreement and the Specifications for the Cloud Based Services, Ladris will not infringe,
misappropriate or otherwise violate any US copyright, or any privacy, data security or other
rights of any third party or violate any applicable Law.
Section 11.03 Accuracy f Customer Data. Customer acknowledges that Ladris will have no
responsibility for the content, accuracy or completeness of any Customer Data.
Section 11.04 DISCLAfN4ER OF WARRANTIES. EXCEPT FOR THE EXPRESS
WARRANTIES SET FORTH IN SECTION 11. 0 1 9 ALL CLOUD SERVICES AND LADRIS
MATERIALS ARE PROVIDED "AS IS" AND LADRIS HEREBY DISCLAIMS ALL
WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, AND
38
DocuSign Envelope ID: 67692884-3376-45CC-BD6C-A47863B74726
LADRIS SPECIFICALLY DISCLAIMS ALL IMPLIED WARRANTIES OF
MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND TITLE, AND ALL
WARRANTIES ARISING FROM COURSE OF DEALING, USAGE OR TRADE PRACTICE.
WITHOUT LIMITING THE FOREGOING, LADRIS MAKES NO WARRANTY OF ANY
KIND THAT THE CLOUD SERVICES OR LADRIS MATERIALS WILLL MEET
CUSTOMER REQUIREMENTS, OPERATE WITHOUT INTERRUPTION, ACHIEVE ANY
INTENDED RESULT, BE COMPATIBLE OR WORK WITH ANY SOFTWARE, SYSTEM
OR OTHER SERVICES, OR BE ERROR FREE.
ANY REPRESENTATION OR WARRANTY OF OR CONCERNING ANY THIRD -PARTY
MATERIALS IS STRICTLY BETWEEN CUSTOMER AND THE THIRD -PARTY OWNER
OF THE THIRD -PARTY MATERIALS. LADRIS MAKES NO REPRESENTATION OR
WARRANTY THERETO.
ARTICLE XII. INDEMNIFICATION.
Section 12.01 Ladris Indemnification. Ladris shall indemnify, defend and hold harmless Paying
Customers and Paying Customer's officers, directors, and employees (each, a "Customer
Indemnitee") from and against any and all Losses incurred by such Customer Indemnitee
resulting from a final judgment in any suit or proceeding by a third party to the extent that such
Losses arise from any allegation in such action that Customer's or an Authorized User's use of
the Cloud Services (excluding Customer Data and Third Party Materials) in compliance with the
Documentation and this Agreement infringes a United States copyright, trademark or trade
secret. The foregoing obligation does not apply to any action or proceeding or Losses arising out
of or relating to any:
a) access to or use of the Cloud Services or Ladris Materials in combination with any
hardware, system, software, network or other materials or services not provided or
authorized in the Specifications or otherwise in writing by Ladris;
b) failure to timely implement any modifications, upgrades, replacements or enhancements
made available to Customer by or on behalf of Ladris; or
c) act, omission or other matter described in Section 12,02(a) through Section 12.02(c),
whether or not the same results in any action against or Losses by any Ladris Indemnitee.
THIS SECTION 12.01 SETS FORTH CUSTOMER'S SOLE REMEDIES AND LADRIS'
SOLE LIABILITY AND OBLIGATION FOR ANY FINAL JUDGMENTS THAT THIS
AGREEMENT OR T14E CLOUD SERVICES INFRINGE, MISAPPROPRIATE OR
OTHERWISE VIOLATE ANY THIRD -PARTY INTELLECTUAL PROPERTY RIGHT SET
FORTH ABOVE.
Section 12.02 ' Customer Indemnification. Customer shall indemnify, defend and hold harmless
Ladris and its Subcontractors and Affiliates, and each of its and their respective officers,
directors, employees (each, a "Ladris Indemnitee") from and against any and all Losses
incurred by such Ladris Indemnitee in connection with any action or proceeding by a third party
(other than an Affiliate of a Ladris Indemnitee) that arise out of or relate to any:
Im
DocuSign Envelope ID: 67692884-3376-45CC-BD6C-A47863Bl4726
a) processing of Customer Data by or on behalf of Ladris in accordance with this
Agreement;
b) disclosure or exposure of Personal Information to Ladris in violation of applicable Law;
or
c) transmission of Prohibited Data to Ladris.
Section 12.03 Miti awn. If any of the Cloud Services are, or in Ladris' opinion are likely to be,
claimed to infringe, misappropriate or otherwise violate any third -party Intellectual Property
Right, or if Customer's or any Authorized User's use of the Cloud Services is enjoined or
threatened to be enjoined, Ladris may, at its option and sole cost and expense:
a) obtain the right for Customer to continue to use the Cloud Services and Ladris Materials
materially as contemplated by this Agreement;
b) modify or replace the Cloud Services in whole or in part, to seep to mare the Cloud
Services (as so modified or replaced) non -infringing, while providing materially
equivalent features and functionality, in which case such modifications or replacements
will constitute Cloud Services under this Agreement; or
c) by written notice to Customer, terminate this Agreement and require Customer to
immediately cease any use of the Cloud Services and Ladris Materials, provided that if
such termination occurs prior to the expiration of any period with respect to which
Customer has paid a Fee, Customer will be entitled to a pro-rata refund of any portion of
such period following termination.
ARTICLE xIII. LIMITATIONS OF LIABILITY.
SECTION 13.01 EXCLUSION OF DAMAGES. EXCEPT AS OTHERWISE PROVIDED
IN SECTION 13.04, IN NO EVENT WILL LADRIS OR ANY OF ITS LICENSORS,
SUPPLIERS OR. SUBCONTRACTORS BE LIABLE UNDER OR IN CONNECTION WITH
THIS AGREEMENT OR ITS SUBJECT MATTER UNDER ANY LEGAL OR EQUITABLE
THEORY, INCLUDING BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE),
STRICT LIABILITY AND OTHERWISE, FOR ANY: (A) LOSS OF PRODUCTION, USE,
BUSINESS, REVENUE OR PROFIT; (B) IMPAIRMENT, INABILITY TO USE OR LOSS,
INTERRUPTION OR DELAY OF THE CLOUD SERVICES, OTHER THAN FOR THE
ISSUANCE OF ANY APPLICABLE SERVICE CREDITS PURSUANT TO SECTION 5.02,
OR (C) ANY CONSEQUENTIAL, INCIDENTAL, INDIRECT, EXEMPLARY, SPECIAL,
ENHANCED OR PUNITIVE DAMAGES, REGARDLESS OF WHETHER LADRIS WAS
ADVISED OF THE POSSIBILITY OF SUCH LOSSES OR DAMAGES OR SUCH LOSSES
OR DAMAGES WERE OTHERWISE FORESEEABLE.
Section 13.02 CAP ON MONETARY LIABILITY. EXCEPT AS OTHERWISE PROVIDED
IN SECTION 13.04, IN NO EVENT WILL THE COLLECTIVE AGGREGATE LIABILITY
OF LADRIS AND ITS SUPPLIERS AND SUBCONTRACTORS UNDER OR IN
CONNECTION WITH THIS AGREEMENT OR ITS SUBJECT MATTER, UNDER ANY
LEGAL OR EQUITABLE THEORY, INCLUDING BREACH OF CONTRACT, TORT
(INCLUDING NEGLIGENCE), STRICT LIABILITY AND OTHERWISE, EXCEED THE
HIGHER OF (I) THE SUM OF ALL FEES PAIL] BY CUSTOMER UNDER THIS
AGREEMENT FOR THE 12 MONTHS IMMEDIATELY PROCEEDING THE FIRST
40
DocuSign Envelope ID: 67692884-3376-45CC-BD6C-A478638I4726
INCIDENT GIVING RISE TO LIABILITY OR (11) $500. THE FOREGOING LIMITATION
APPLIES NOTWITHSTANDING THE FAILURE OF ANY AGREED OR OTHER REMEDY
OF ITS ESSENTIAL PURPOSE.
SECTION 13.03 THE PURPOSE OF THE FOREGOING PROVISIONS OF
SECTION 13.01 AND SECTION 13.02 IS TO LIMIT LADRIS'S LIABILITY UNDER
THIS AGREEMENT AND, IN THE ABSENCE OF THESE PROVISIONS, LADRIS
WOULD NOT HAVE BEEN INDUCED TO ENTER INTO THIS AGREEMENT.
SECTION 13.04 EXCEPTIONS. THE EXCLUSIONS AND LIMITATIONS IN SECTION
SECTION 13.01 AND SECTION 13.02 DO NOT APPLY TO THE PARTIES UNDER
ARTICLE ARTICLE IX (CONFIDENTIALITY), ARTICLE XII (INDEMNIFICATION) OR
LIABILITY FOR LADRIS'S GROSS NEGLIGENCE OR WILLFUL MISCONDUCT.
ARTICLE XIV. INSURANCE
Section 14.01 Ladris's Insurance- Ladris shall obtain, provide and maintain at its own expense
during the term of this Agreement policies of insurance of the type, amounts, terms and
conditions described in the Insurance Requirements attached hereto as Attachment 3, and
incorporated herein by reference.
ARTICLE XV. MISCELLANEO-US*
Section 15.01 Relationship. of the Parties. The relationship between the parties is that of
independent contractors. Nothing contained in this Agreement shall be construed as creating any
agency, partnership, joint venture or other form of joint enterprise, between the parties.
Section 15.02 Force Majeure Event. Neither party shall be liable or responsible to the other
party, nor be deemed to have defaulted under or breached this Agreement, for any failure or
delay in fulfilling or performing any term of this Agreement, when and to the extent such failure
or delay is caused by:(a) acts of God; (b) flood, fire, or explosion; (c) war, terrorism, invasion,
riot, or other civil unrest; (d) embargoes or blockades in effect on or after the date of this
Agreement; (e) national or regional emergency; (t] strikes, labor stoppages or slowdowns, or
other industrial disturbances; and (g) internet outage and denial of service attacks (each of the
foregoing, a "Force Majeure"). A party may terminate this Agreement if a Force Majeure event
affecting the other party continues substantially uninterrupted for a period of forty-five (45)
Business Days or more.
Section 15.03 Press Release. Customer authorizes Ladris to use its name and logo in its list of
customers. The parties agree that either party or both may issue a mutually acceptable news
release regarding Customer's use of the applicable Cloud Services. Each party's approval of
such news release will not be unreasonably withheld or delayed. Once a press release has been
issued, Ladris may publicly refer to Customer as being a customer of Ladris, and only in relation
to this Agreement except as otherwise authorized by Ladris.
Section 15.04 Notices. All notices, requests 'consents, claims, demands and waivers under this
Agreement must be in writing and addressed to a Party as follows (or to such other address or
41
DocuSign Envelope ID: 67692884-3376-45CC-BD6C-A47863Bl4726
such other person that such Party may designate from time to time in accordance with this
Section 15.04):
If to Ladris.- Attention:
If to Customer:
Email: service@ladris.com
Ladris Technologies, Inc.
10090 Stable Lane
Nevada City, California 95959
With a copy to,-,
Eric Little, Esq.
1793 East Main Street,
Grass Valley, CA 95945
Facsimile:
E-mail:
Attention:
Notices sent in accordance with this Section 15.04 will be deemed effectively given: (a) when
received, if delivered by hand, with signed confirmation of receipt; (b) when received, if sent by
a nationally recognized overnight courier, signature required-, (c) when sent, if by facsimile with
confirmation of transmission), if sent during the addressee's normal business hours, and
otherwise on the next business day; and (d) on the fourth day after the date mailed by certified or
registered mail, return receipt requested, postage prepaid.
Section 15,05 Entire Agreement. This Agreement, together with any other documents
incorporated herein by reference, constitutes the sole and entire agreement of the parties with
respect to the subject matter of this Agreement and supersedes all prior and contemporaneous
understandings, agreements, representations and warranties, both written and oral.
Section 15.06 Assignment. Customer shall not assign or otherwise transfer any of its rights, or
delegate or otherwise transfer any of its obligations or performance, under this Agreement, in
each case whether voluntarily, involuntarily, by operation of law or otherwise, without Ladris'
prior written consent, which shall not be unreasonably withheld,
Section 15.07 Amendment and Modification; No Waiver. No amendment to or modification of
or rescission, ten-nination or discharge of this Agreement is effective unless it 'is in writing, and
signed by each Party (which signature may be by counterpart). No waiver by any Party of any of
the provisions hereof shall be effective unless explicitly set forth in writing and signed by the
Party so waiving.
Section 15.08 Severability. If any provision of this Agreement is invalid, illegal or
unenforceable in any jurisdiction, such invalidity, illegality or unenforceabl"llty shall not affect
42
DocuSign Envelope ID: 67692884-3376-45CC-BD6C-A47863Bl4726
any other term or provision of this Agreement or invalidate or render unenforceable such term or
provision in any other jurisdiction.
Section 15.09 Conflicts. In the event of any conflict between this Agreement and any Ladris
policy posted online, including without limitation the privacy policy, the terms of this Agreement
will govern.
Section 15.10 Construction. The parties agree that the terms of this Agreement result from
4-
negotiations between them. This Agreement will not be construed in favor or against either
Party by reason of authorship.
Section 15.11 Governing Law. This Agreement shall be governed in all respects by the laws of
the United States of America and by the laws of the State of California, as such laws are applied
to agreements entered into and to be performed entirely within California between California
residents without giving effect to any choice or conflict of law provision or rule that would
require or permit the application of the laws of any jurisdiction other than those of the State of
California.
Section 15.12 Each Party acknowledges and agrees that a breach or threatened breach by such
party of any of its obligations under Article 10 (Confidentiality) would cause the other party
irreparable harm for which monetary damages would not be an adequate and agrees that, in the
event of such breach or threatened breach, the other party will be entitled to equitable relief,
including a restraining order, an injunction, specific performance and any other relief that may be
available from any court, without any requirement to post a bond or other security, or to prove
actual damages or that monetary damages are not an adequate remedy. Such remedies are not
exclusive and are in addition to all other remedies that may be available at law, in equity or
otherwise.
Section 15.13 Counterparts. This Agreement may be executed in two (2) or more counterparts,
each of which shall be deemed an original, but all of which together shall constitute one and the
same instrument.
43
DocuSign Envelope ID: 67692884-3376-45CC-BD6C-A47863BI4726
IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the
Effective Date.
JEFFERSON COUNTY WASHINGTON
Board of County Commissioners
Jefferson County, Washington
LAD IS TECHNOLOGIES, INC.
DocuSlgned by:
By
Le8"n?Wff,9MY8f Executive Officer
By: Greg Brotherton, Chair Date Date: 4/21/2023
By:
Kate Dean, Commissioner Date
By.
Heidi El'senhour, Commissioner Date
ATTEST:
Carolyn Gallaway Date
Clerk of the Board
Approved as to form only:
Philip C. Hunsucker Date
Chief Civil Deputy Prosecuting Attorney
44
DocuSign Envelope 10: 67692884-3376-45CC-BD6C-A47863B14726
Attachment I
SCHEDULE OF FEES., CHARGES AND PAYMENTS
Software: Ladris Operator Pro Edition. 2 Seats; Annual Fee.- $12,000
Services: Modeling Support and Training. I Agency; Annual Fee: $3,600 (Pro
Support)
Annual Fees are due on the effective date and the anniversary thereof for each contract
year. In the first contract year, all fees, charges, and payments listed below will be paid
by Jefferson County through the contract with SWCA Environmental Consultants
(Contract T3CWPP 124).
Seats to be allocated to Jefferson County. A seat shall refer to use by a named individual.
Seats may be reallocated among individuals but no more than once every three months.
DocuSign Envelope ID: 67692884-3376-45CC-BD6C-A47863B14726
Attachment 2
CLOUD SERVICES
SUPPORT AND MAINTENANCE
1.0 Scope of Agreement
1. 1 This Attachment covers the maintenance and support of the Cloud Services. This
Agreement provides maintenance services only with respect to Software,
including third party software, supplied by Ladris to Customer pursuant to the
terms of the Terms of Service Agreement. This Agreement does not provide for
maintenance services for any third -party software not provided by Ladris to
Customer or for any hardware.
1.2 Ladris' obligation to provide Support Services shall extend to the current Release
and prior Versions whose Release number begins with the same number or
immediately preceding number as the current Release. For example, if the
current Release is 4.5, Ladris will support only those Versions between 3.x and
4.5. If Customer desires support for earlier Versions of the Software, such
support may be treated by Ladris as additional consulting services for which
Customer will be billed at Ladris' then -current time -and -materials rates.
Customer understands that its 'Implementation of a new Version may require
Customer to upgrade its Computer System.
2.0 Data Backup, Retention and Disposal. Ladris shall be responsible for creating and
maintaining timely, accurate and readable electronic back-ups of all data, program and
system files. Periodically, in accordance with information technology best practices,
Ladris shall restore such backups to a test server to validate that the data backups are
recoverable without lost or corrupted data.
Using appropriate and reliable storage media, Ladris will back up Customer data daily
and retain such backup copies for a minimum of thirty-six months, or as consistent with
requirements in federal, state and local law. At the end of that time period and at
Customer's election, Ladris will direct the Hosting Vendor to destroy or overwrite the
back-up copies. Upon Customer's request, Ladris will supply Customer with a
certificate indicating the nature of the storage media destroyed, the date the backups
were destroyed or overwritten, and the method of destruction used.
3.0 Disaster Recovery
The Ladris will maintain a Disaster Recovery Plan with respect to the services
provided to the Customer. For purposes of this Agreement, a "Disaster" shall mean
any unplanned 'Interruption of the operation of or inaccessibility to the Ladris' service
in which the Ladris,
using reasonable judgment, requires relocation of processing to a
46
DocuSign Envelope ID: 67692884-3376-45CC-BD6C-A47863BI4726
recovery location. The Ladris shall notify the Customer as soon as possible after the
Ladris deems a service outage to be a Disaster. The Ladris shall move the processing
of the Customer's services to a recovery location as expeditiously as possible and
shall coordinate the cut -over. During a disaster, optional or on -request services shall
be provided by the Ladris only to the extent adequate capacity exists at the recovery
location and only after stabilizing the provision of base services.
4.0 Administrative Functions Performed by Ladris. Ladris shall provide certain limited
administrative services regarding the maintenance of the Software including, (i) setting
a
permissions, (ii) adding, modifying or deleting attributes, events, statutes, program and
case types and lookup items, (iii) adding and deleting case types, and (iv) creating and
modifying work -flows, (v) adding and modifying assessments and related scoring.
5.0 Covered Maintenance
Ladris will provide to Customer: (a) all services required to ensure that the Software
operates in conformity with all Specifications; and (b) all Enhancements developed by
Ladris for the Software and related Documentation during the Term of this Agreement.
Covered Maintenance Services do not include the costs of accessories and expendable
supplies necessary to operate the Software, such as magnetic tape cards, optical disks,
disk packs, paper, and similar 'Items, and such items are not provided free of charge by
Ladris hereunder.
6.0 Customer Obligations
6.1 Customer may designate up to five (5) persons by whom requests by Customer for
Support Services may be made ("Support Team"). Ladris shall not be required
to accept calls or requests from anyone other than a designated contact person.
Customer may change its designated contact person, or request that additional
people be made contact persons, at any time upon notice to Ladris.
6.2 Customer shall implement and follow the reasonable written instructions of Ladris
regarding operation of the Software.
6.3 Customer shall, at its own expense, protect the security of its Computer System and
adopt policies and practices needed to prohibit unauthorized access to the
Computer System.
Ladris shall not be responsible for any security breach of Customer's Computer
System and expressly disclaims any liability for loss or damage caused by the
unauthorized access to Customer's Computer System other than that which is
caused by an employee of Ladris. Ladris shall ensure that the Hosting Services
Agreement includes provisions ensuring security of the Software and Data.
6.4 Software Administration. Customer, as a general matter, shall perform all tasks
associated with the administration of the Software, other than those that are
assigned to Ladris, including without limitation, adding, modifying, removing
V
and otherwise maintaining users, templates, lookups, and logons and
47
DocuSign Envelope ID: 67692884-3376-45CC-BD6C-A47863BI4726
passwords,
6.5 Communications Equipment. Customer shall, at its sole expense, install and
maintain communications equipment that will permit Customer to have high
speed internet access to the Software. Customer acknowledges that
i i
maintenance of the -appropriate communications equipment is a condition
precedent to Ladris' provision of use for the Software.
7.0 Service Level Agreement
7.1 Ladris will maintain a website accessible by Customer, which contains information
concerning the Software and Support Services.
7.2 Ladris will respond to Customer requests for software support services regarding
the licensed software in accordance with the procedures identified below. In
each case, Customer may describe and submit notice of the support need by
telephone, facsimile or electronic mail.
7.3 All Ladris staff assigned to provide services to Customer will be appropriately
qualified by education, training and experience to deliver those services, and
will be familiar with the functional capabilities of the Software.
7.4 Telephone Support includes.- (i) remote diagnostics; (ii) service desk and dispatch;
(Iii) question and answer consulting; and, (iv) non -chargeable user error
remedies. Ladris shall provide a toll -free maintenance telephone number.
Remote diagnostics equipment is required at Customer's location for remote
support, which equipment is to be obtained by Customer at its sole expense.
Ladris shall provide Customer with telephone support services for Software from 8-.00
a.m. to 5:00 p.m. Pacific Time, Monday through Friday, excluding Customer -
recognized holidays.
7.5 Response Policy. Ladris shall respond to any Errors reported by Customer based on
the priority code assigned to each such Error. Customer shall identify the
priority code when it initially reports the Error to Ladris. Ladris may, in its
reasonable discretion, reclassify the Error after its initial investigation. In the
event Ladris does not meet the service level response for the Error as described
in the table below, the Customer may request to escalate the Error to a higher
priority code, which request the Ladris shall not unreasonably deny.
Priority Levels and Response Times by Service Option: Evacuations Simulator
Response times are for business hours.
Tier Priority Response Workaround _1 Restore
Initial
DocuSign Envelope ID: 67692884-3376-45CC-BD6C-A47863BI4726
Update
--- Tier-1
Urgent
1
2
6
24
Tier-1
High
2
3
9
36
Tier -I
Normal
4
8
24
as agreed
Tier-1
Low
8
12
as agreed
as appropriate
Premium
Urgent
2
4
12
48
Premium
High
4
6
18
72
Premium
Normal
8
16
48
as agreed
Premium
Low
16
24
as agreed
as appropriate
Pro
Urgent
4
8
24
96
Pro
High
8
12
36
144
Pro
Normal
16
32
96
as appropriate
Pro
Low
32
48
as appropriate
as appropriate
Standard
Urgen . t
8
16
48
192
Standard
High
16
24
72
288
Standard
Normal
32
64
192
as appropriate
Standard
Low
64
96
as appropriate
as appropriate
Priority Level Definition
Trouble condition where the system is completely out
Urgent of service or is causing significant business impact to
the Customer and no immediate workaround. is
49
DocuSign Envelope ID: 67692884-3376-45CC-BD6C-A47863Bl 4726
available
System affected with intermittent loss of simulation
High
capability or a problem that significantly affects
deployment
Normal
System issues alerts and/or exhibits unexpected
behavior without affecting core functionality
Low
Technical consultations, feature suggestions
50
DocuSign Envelope ID: 67692884-3376-45CC-BD6C-A47863BI4726
Attachment 3
INSURANCE REQUIREMENTS
1. Provision of Insurance. Without limiting the obligations of Ladris (herein, Consultant)
under Article 13 (Indemnification), Consultant shall obtain, provide and maintain at its
own expense during the term of this Agreement, policies of insurance of the type and
amounts described below and in a form satisfactory to Customer. Consultant agrees to
provide 'insurance in accordance with requirements set forth here. If Consultant uses
coverage does not meet these requirements,,
existing coverage to comply and that cov
Consultant agrees to amend, supplement or endorse the existing coverage.
2. Acceptable Insurers. All insurance policies shall be 'Issued by an insurance company
currently authorized by the Insurance Commissioner to transact business of insurance in
the State of California, with an assigned policyholders' Rating of A- (or higher) and
Financial Size Category Class VII (or larger) in accordance with the latest edition of
Best's Key Rating Guide, unless otherwise approved by the Customer's Risk Manager.
3. Covera2e Requirements.
A. Workers' Compensation Insurance,. Consultant shall maintain Workers'
Compensation Insurance, statutory limits, and Employer's Liability Insurance
with limits of at least one million dollars ($1,000,000) each accident for bodily
injury by accident and each employee for bodily 'injury by disease in accordance
with the laws of the State of California Section 3700 of the Labor Code.
Consultant shall submit to Customer, along with the certificate of insurance, a
Waiver of Subrogation endorsement in favor of Customer, its councils, boards
and commissions, officers, agents, volunteers and employees.
B. General LiabilityInsurance. Consultant shall maintain commercial general
liability insurance, and if necessary umbrella liability insurance, with coverage at
least as broad as provided by Insurance Services Office form CG 00 01, in an
amount not less than one million dollars ($1,000,000) per occurrence, two million
dollars ($2,000,000) general aggregate. The policy shall cover liability arising
from premises, operations, personal and adveftising injury, and liability assumed
under an insured contract (including the tort liability of another assumed in a
business contract).
C. Automobile Liabilily, Insurance. Consultant shall maintain automobile 'insurance
at least as broad as Insurance Services Office form CA 00 01 covering bodily
or all activities of Consultant arising out of or in
injury and property damage f
connection with Work to be performed under this Agreement, including coverage
for any owned, hired, non -owned or rented vehicles, in an amount not less than
one million dollars ($1,000,000) combined single limit each accident.
51
DocuSign Envelope ID: 67692884-3376-45CC-BD6C-A47863Bl4726
D. 'Professional LiabilAy rrors & Omissions) Insurance. Consultant shall maintain
professional liability insurance that covers the Services to be performed in
connection with this Agreement, in the minimum amount of one million dollars
($1,000,000) per claim and two million dollars ($2,000,000) in the aggregate.
Any policy inception date, continuity date, or retroactive date must be before the
Effective Date of this Agreement and Consultant agrees to maintain continuous
coverage through a period no less than three years after completion of the
Services required by this Agreement.
E. Cyber Liability. Contractor shall maintain cyber liability insurance with limits of not less
than one million dollars ($1,000,000) per occurrence and two million dollars
($2,000,000) annual aggregate covering (I) all acts, errors, omissions, negligence,
infringement of intellectual property, (2) network security and privacy risks, including
but not limited to unauthorized access, failure of security, breach of privacy perils,
wrongful disclosure, collection, or negligence in the handling of confidential information,
privacy perils, including coverage for related regulatory defense and penalties, and (3)
data breach expenses payable whether incurred by Customer or Contractor, including but
not limited to consumer notification, whether or not required by law, computer forensic
investigations, public relations and crisis management firm fees, credit file or identity
monitoring or remediation services, in the performance of services for Customer or on
behalf of Customer hereunder.
4. Other Insurance Requirements. The policies are to contain, or be endorsed to contain., the
following provisions:
A. Waiver of SubLo gat -ion. All insurance coverage maintained or procured pursuant to this
Agreement shall be endorsed to waive subrogation. against Customer, its councils, boards
and commissions, officers, agents, volunteers and employees or shall specifically allow
Consultant or others providing insurance evidence in compliance with these requirements
to waive their right of recovery prior to a loss. Consultant hereby waives its own right of
recovery against Customer, and shall require similar written express waivers from each of
its subconsultants.
B. Additional Insured Status. All liability policies including general liability, excess
liability, pollution liability, and automobile liability, if required, but not including
professional liability, shall provide or be endorsed to provide that Customer, its councils,
boards and commissions, officers, agents, volunteers and employees shall be included as
additional 'Insureds under such policies.
C. Primaland Non Contributor 0 All liability coverage shall apply on a primary basis and
shall not require contribution from any 'insurance or self-insurance maintained by
Customer.
D. Notice of Cancellation. All policies shall provide Customer with thirty (30) calendar
days' notice of cancellation (except for nonpayment for which ten (10) calendar days'
notice is required) or nonrenewal of coverage for each required coverage.
5. Additional Agreements Between the Parties. The parties hereby agree to the following:
A. Evidence of Insurance. Consultant shall provide certificates of 'insurance to
Customer as evidence of the insurance coverage required herein, along with a
waiver of subrogation endorsement for workers' compensation and other
52
DocuSign Envelope ID: 67692884-3376-45CC-BD6C-A47863BI4726
endorsements as specified herein for each coverage. Insurance certificates and
endorsement must be approved by Customer's Risk Manager prior to
commencement of performance. Current certification of insurance shall be kept
on file with Customer at all times during the term of this Agreement. The
certificates and endorsements for each insurance policy shall be signed by a
person authorized by that insurer to bind coverage on its behalf. At least fifteen
(15) days prior to the expiration of any such policy, evidence of insurance
showing that such insurance coverage has been renewed or extended shall be filed
with the Customer. If such coverage is cancelled or reduced, Consultant shall,
within ten (10) days after receipt of written notice of such cancellation or
reduction of coverage, file with the Customer evidence of insurance showing that
the required insurance has been reinstated or has been provided through another
insurance company or companies. Customer reserves the right to require
complete, certified copies of all required 'insurance policies, at any time.
B. Customer's Riaht to Revise Reguirements. Customer reserves the right at any
time during the term of the Agreement to change the amounts and types of
insurance required by giving Consultant sixty (b0) calendar daysadvance written
notice of such change. If such change results in substantial additional cost to
Consultant, Customer and Consultant may renegotiate Consultant's
compensation.
C. RI'jzht to Review Subcontracts, Consultant shall require and verify that all
subcontractors maintain insurance meeting all the requirements stated herein, and
Consultant shall ensure that Customer is an additional *insured on "insurance
required from subcontractors. For CGL coverage, subcontractors shall provide
coverage with a format at least as broad as CG 20 38 04 13.
D. Enforcement of Agreement Provisions. Consultant acknowledges and agrees that
any actual or alleged failure on the part of Customer to inform Consultant of non-
compliance with any requirement imposes no additional obligations on Customer
nor does it waive any rights hereunder.
E. Requirements not Li Requirements of specific coverage features or limits
contained in this Section are not intended as a limitation on coverage limits or
other requirements, or a waiver of any coverage normally provided by any
insurance. Specific reference to a given coverage feature is for purposes of
clarification only as it pertains to a given issue and is not intended by any party or
insured to be all inclusive, or to the exclusion of other coverage, or a waiver of
any type, If the Consultant maintains higher limits than the minimums shown
above, the Customer requires and shall be entitled to coverage for 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
Customer.
F, Self -insured Retentions. Any self -insured retentions must be declared to and
approved by Customer. Customer reserves the right to require that self - insured
retentions be eliminated, lowered, or replaced by a deductible. Self-insurance will
not be considered to comply with these requirements unless approved by
Customer.
53
DocuSign Envelope ID: 67692884-3376-45CC-BD6C-A47863Bl4726
G. Customer Remedies for Non -Compliance. If Consultant or any subconsultant
fails to provide and maintain "insurance as required herein, then Customer shall
have the right but not the obligation, to purchase such insurance, to terminate this
Agreement, or to suspend Consultant's right to proceed until proper evidence of
insurance is provided. Any amounts paid by Customer shall, at Customer's sole
option, be deducted from amounts payable to Consultant or reimbursed by
Consultant upon demand.
H. Timely Notice of Claims. Consultant shall give Customer prompt and timely
notice of claims made or suits instituted that arise out of or result from
Consultant's performance under this Agreement, and that involve or may involve
coverage under any of the required liability policies. Customer assumes no
obligation or liability by such notice, but has the right (but not the duty) to
monitor the handling of any such claim or claims if they are likely to involve
ont
Customer.
I. Consultant's Insurance. Consultant shall also procure and maintain, at its own
cost and expense, any additional kinds of insurance, which in its own judgment
may be necessary for its proper protection and prosecution of the Work.
54
Client#: 1520486 SWCAINC
DATE (MMIDDIYYYY)
1 OrR 3rnn ERTIFi ATE ]F LIABILITY 1NSURANCE4/19/2023
THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS
CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES
BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S)9 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 NAME: Misty Klemme
USI Insurance Services, LLC PHONE 802 749-41 12 FAX , No
(A/C, No, Ext : "
2375 E.Camelback Rd. Suite 250 E-MAIL mist klemme usi.com
ADDRESS. y�
Phoenix, AZ 85016 INSURER(S) AFFORDING COVERAGE NAIC #
'INSURER A: 'Greenwich Insurance Company 22322
INSURED INSURER B : XL Specialty Insurance Company 37885
SWCA, Incorporated Steadfast Insurance Company T 26387
INSURER C : _
dba SWCA Environmental Consultants
INSURER D :
20 East Thomas Road Suite 1700
INSURER E :
Phoenix, AZ 85012
INSURER F :
COVERAGES CERTIFICATE NUMBER: REVISION NUMBER:
THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD
INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS
CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS,
EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS.
NSR TYPE OF INSURANCE ADDL WVD POLICY NUMBER T POLICY
MMIDCY EXP DIYYYY LIMITS _—
LTR INSR VWD
LIABILITY x GECao 91 a417 72612022 07i26/2023
—1 CLAIMS -MADE LXJ OCCUR
BI/PD Ded: 10,000
EACH OCCURRENCE $ 1
A X c(�MmERC` GE�E L
GEN'L AGGREGATE LIMIT APPLIES PER:
PRO-
POLICY nX JECT LOC
I OTHER:
A AUTOMOBILE LIABILITY
1C 1 ANY AUTO
OWNED SCHEDULED
AUTOS ONLY AUTOS
X: HIRED NON -OWNED
AUTOS ONLY X AUTOS ONLY
B l I UMBRELLA LIAB 1 X I OCCUR
X 1 X I AECO01910217
X I X I UECO01910317
7/26/2022107/26/202:
7/26/2022107/26/202:
X` EXCESS LIAB I I CLAIMS -MADE I
__ DE❑ X1 RETENTION $10 000-
B WORKERSCOMPENSATION X WECO01910617 7/26/2022 07/26/202
AND EMPLOYERS' LIABILITY Y 1 N
ANY PRO PRIETORIPARTNERIEXECUTIVE
OFFICER/MEMBER EXCLUDED? N 1 A
(Mandatory in NH)
If yes, describe under
DESCRIPTION OF OPERATIONS below -
C Enviro. Liab Prof PEC99241 6900 77/26/2022 07/26/2023 $15,000,000 Each Claim
' Contractors Poll $15,000,000 Aggregate
Claims Made $100,000 Ded,
DESCRIPTION OF OPERATIONS 1 LOCATIONS 1 VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached if more space is required)
Professional Liability and Contractors Pollution Retro Date: 02/28/1990 - Policy Aggregate
$5,000,0001$5,000,000; Professional and Job site Retro Date: 02/28/1990 $2,000,0001$2,000,000
*Various Other Coverages/Limits Retro Dates Apply.
ovo,aa0
The General Liability, Automobile Liability, Umbrella/Excess Liability and Pollution Liability policies
(See Attached Descriptions)
CERTIFICATE HOLDER
CANCELLATION
SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE
Jefferson County, Washington THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN
Jefferson County Risk Manager ACCORDANCE WITH THE POLICY PROVISIONS,
P.O. Box 1220
Port Townsend, VITA 98368 AUTHORIZED REPRESENTATIVE
r
Q 1988-2015 ACORD CORPORATION. All rights reserved.
ACORD 25 (2016/03) 1 of 2 The ACORD name and logo are registered marks of ACORD
#S397981521M37820154 MYKJD
5AGITTA 25.3 (2016/03) 2 of 2
#S39798152/M 37820154
POLICY NUMBER', GEC001910417
COMMERCIAL GENERAL LIABILITY
CG20261219
THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY.
ADDITIONAL INSURED - DESIGNATED
PERSON OR ORGANIZATION
This endorsement modifies insurance provided under the following:
COMMERCIAL GENERAL LIABILITY COVERAGE PART
SCHEDULE
A. Section II - Who Is An Insured is amended to
include as an additional insured the person(s) or
organizations) shown in the Schedule, but only
with respect to liability for "bodily injury" "property
damage" or "personal and advertising injury"
caused, in whole or in part, by your acts or
omissions or the acts or omissions of those acting
on your behalf:
1. In the performance of your ongoing operations;
or
2. In connection with your premises owned by or
rented to you.
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
insurance afforded to such additional insured
will not be broader than that which you are
required by the contract or agreement to
provide for such additional insured.
B. With respect to the insurance afforded to these
additional insureds, the following is added to
Section III -- Limits Of Insurance:
If coverage provided to the additional insured is
required by a contract or agreement, the most we
will pay on behalf of the additional insured is the
amount of insurance:
1. Required by the contract or agreement; or
2. Available under the applicable limits of
insurances
whichever is less.
This endorsement shall not increase the
applicable limits of insurance.
CG 20 26 12 19 @ Insurance Services office, Inc., 2018 rage 1 of 'I
POLICY NUMBER: GEC001910417
COMMERCIAL GENERAL LIABILITY
CG 20 10 12 19
THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY.
ADDITIONAL INSURED - OWNERS, LESSEES OR
CONTRACTORS - SCHEDULED PERSON OR
ORGANIZATION
This endorsement modifies insurance provided under the following:
COMMERCIAL GENERAL LIABILITY COVERAGE PART
SCHEDULE
Name Of Additional Insured Person(s)
Or Organization(s) Locations Of covered Operations
Any person or organization where required by written All Locations as required per written contract.
contract provided that such contract was executed prior
to the date of loss.
Information re uired to complete this Schedule, if not shown above, will be shown in the Declarations.
A. Section 11 - Who Is An Insured is amended to
include as an additional insured the person(s) or
organizations) shown in the Schedule, but only
with respect to liability for "bodily injury" "property
damage" or "personal and advertising injury"
caused, in whole or in part, by:
1. Your acts or omissions, or
2. The acts or omissions of those acting on your
behalf,
in the performance of your ongoing operations for
the additional insured(s) at the location(s)
designated above.
However,
1. The insurance afforded to such additional
insured only applies to the extent permitted by
law; and
2. 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 for such additional insured.
B. with respect to the insurance afforded to these
additional insureds, the following additional
exclusions apply:
This insurance does not apply to "bodily injury" 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 insureds) 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.
CG 20 10 12 19 @ Insurance Services office, Inc., 2018 Page 1 of 2
C. With respect to the insurance afforded to these
additional insureds, the following is added to
Section III - Limits Of Insurance:
If coverage provided to the additional insured is
required by a contract or agreement, the most we
will pay on behalf of the additional insured is the
amount of insurance:
1. Required by the contract or agreement, or
2. Available under the applicable limits of
insurance;
whichever is less.
This endorsement shall not increase the
applicable limits of insurance.
CG 20 10 12 19 @ Insurance Services office, Inc., 2018 Page 2 of 2
POLICY NUMBER: GECO01910417
COMMERCIAL GENERAL LIABILITY
CG 20 37 12 19
THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY.
ADDITIONAL INSURED - OWNERS, LESSEES OR
CONTRACTORS - COMPLETED OPERATIONS
This endorsement modifies insurance provided under the following:
COMMERCIAL GENERAL LIABILITY COVERAGE PART
PRODUCTS/COMPLETED OPERATIONS LIABILITY COVERAGE PART
SCHEDULE
Name Of Additional Insured Person(s)
Or Organization(s) Location And Description Of Completed Operations
When Required by written contract
Information required to complete this Schedule, if not shown above, will be shown in the Declarations.
A. Section II - who Is An Insured is amended to
include as an additional insured the person(s) or
organ ization(s) shown in the Schedule, but only
with respect to liability for "bodily injury" or
"property damage" caused, in whole or in part, by
"your work" at the location designated and
described in the Schedule of this endorsement
performed for that additional insured and included
in the "products -completed operations hazard".
However:
1. The insurance afforded to such additional
insured only applies to the extent permitted by
law; and
2. If coverage provided to the additional insured is
required by a 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 for such additional insured.
B. With respect to the insurance afforded to these
additional insureds, the following is added to
Section III — Limits Of Insurance:
If coverage provided to the additional insured is
required by a contract or agreement, the most we
will pay on behalf of the additional insured is the
amount of insurance:
1. Required by the contract or agreement; or
2. Available under the applicable limits of
insurance;
whichever is less.
This endorsement shall not increase the
applicable limits of insurance.
CG 20 37 12 19 @ Insurance Services office, Inc., 2018 Page 1 of 1
Policy Number; GECO01910417
COMMERCIAL GENERAL LIABILITY
CG 24 34 12 19
THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY.
ADDITIONAL INSURED — LESSOR OF LEASED
EQUIPMENT — AUTOMATIC STATUS WHEN
REQUIRED IN LEASE AGREEMENT WITH YOU
This endorsement modifies insurance provided under the following:
COMMERCIAL GENERAL LIABILITY COVERAGE PART
A. Section II -- Who Is An Insured is amended to
B. With respect to the insurance afforded to these
include as an additional insured any person(s) or
additional insureds, this insurance does not apply
organization(s) from whom you lease equipment
to any "occurrence" which takes place after the
when you and such person(s) or organization(s)
equipment lease expires.
have agreed in writing in a contract or agreement
C. With respect to the insurance afforded to these
that such person(s) or organization(s) be added as
additional insureds, the following is added to
an additional insured on your policy. Such
Section III -- Limits Of insurance:
person(s) or organization(s) is an insured only with
11,
i of the additional
The most we will pay on behalf
liability for "bodily injury roperty
respect to y y � �' p
damage" or "personal and advertising injury
insured is the amount of insurance;
caused, in whole or in part, by your maintenance,
1. Required by the contract or agreement you
operation or use of equipment leased to you by
have entered into with the additional insured,
such person(s) or organizations).
or
However, the insurance afforded to such
2. Available under the applicable limits of
additional insured:
insurance;
1. only applies to the extent permitted by law;
whichever is less.
and
This endorsement shall not increase the
2. Will not be broader than that which you are
applicable limits of insurance.
required by the contract or agreement to
provide for such additional insured.
A person's or organization's status as an
additional insured under this endorsement ends
when their contract or agreement with you for such
leased equipment ends.
CG 20 34 12 19 U insurance Services office, Inc., 2018 Page 1 of 1
ENDORSEMENT #
This endorsement, effective 12;01 a.m., 07/26/2022 , forms a part of
Policy No.GEC001910417 issued to SWCA, Inc. DBA: SWCA ENVIRONMENTAL CONSULTANTS
by Greenwich Insurance Company.
THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY.
PRIMARY INSURANCE CLAUSE ENDORSEMENT
This endorsement modifies insurance provided under the following:
COMMERCIAL GENERAL LIABILITY COVERAGE PART
PRODUCTS/COMPLETED OPERATIONS COVERAGE PART
It is agreed that to the extent that insurance is afforded to any Additional Insured under this policy, this
insurance shall apply as primary and not contributing with any insurance carried by such Additional
Insured, as required by written contract.
All other terms and conditions of this policy remain unchanged.
XI L 424 0605
1 20057 XL America, Inc.
POLICY NUMBER: GECO01910417
COMMERCIAL GENERAL LIABILITY
CG 25 03 05 09
THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY.
DESIGNATED CONSTRUCTION PROJECT(S)
GENERAL AGGREGATE LIMIT
This endorsement modifies insurance provided under the following:
COMMERCIAL GENERAL LIABILITY COVERAGE PART
SCHEDULE
Designated Construction Projects):
Each of your projects away from premises owned by or rented to you- when required by written contract
Information required to complete this Schedule, if not shown above, will be shown in the Declarations.
A. For all sums which the insured becomes legally
3. Any payments made under Coverage A for
obligated to pay as damages caused by "'occur-
damages or under Coverage C for medical
rences" under Section I — Coverage A, and for all
expenses shall reduce the Designated Con -
medical expenses caused by accidents under
struction Project General Aggregate Limit for
Section I — Coverage C, which can be attributed
that designated construction project. Such
only to ongoing operations at a single designated
payments shall not reduce the General Ag-
construction project shown in the Schedule
gregate Limit shown in the Declarations nor
above:
shall they reduce any other Designated Con -
'I. A separate Designated Construction Project
struction Project General Aggregate Limit for
any other designated construction project
General Aggregate Limit applies to each des-
shown in the Schedule above.
ignated construction project, and that limit is
equal to the amount of the General Aggregate
4. The limits shown in the Declarations for Each
Limit shown in the Declarations.
Occurrence, Damage To Premises Rented To
2. The Designated Construction Project General
You and Medical Expense continue to apply.
However, instead of being subject to the
Aggregate Limit is the most we will pay for the
General Aggregate Limit shown I n the Decla-
sum of all damages under Coverage A, ex-
rations, such limits will be subject to the appli-
cept damages because of "bodily injurylo or
"products-
cable Designated Construction Project Gen -
11property damage" included in the
eral Aggregate Limit.
completed operations hazard" , and for medi-
cal expenses under Coverage C regardless of
the number of:
a. Insureds;
b. Claims made or "'suits'" brought; or
c. Persons or organizations making claims or
bringing "suits"".
CG 25 03 05 09 @ Insurance Services Office, Inc., 2008 Page 1 of 2 0
B. For all sums which the insured becomes |ogo|k/ C.
obligated to pay as damages caused bv�cour-
renoea^undor8ection|—CovenageA'andforaU
medical expenses caused by accidents under
Section [—Covenage C. which cannot be attrib-
uted only to ongoing operations at o single des-
ignated construction project shown in the Sched-
ule above:
1. Any payments mode under Coverage A for
damages or under Coverage C for medical Q.
expenses shall reduce the amount available
under the General Aggregate Limit or the
Prod ucts'oomp|eted Operations Aggregate
Limit, whichever is applicable; and
2. Such payments shall not reduce any Desig-
nated Construction Project General Aggre-
gate
When coverage for liability arising out of the
"products -completed operations hazard" is pro-
vided, any payments for damages because of
"bodily injury" or "property damage" included in
the "products -completed operations hazard" will
reduce the Prod ucts'oomp|eted Operations Ag-
gregate Limit, and not naduoo the General Ag-
gregate Limit nor the Designated Construction
Project General Aggregate Limit.
If the app|(oeb|o designated construction project
has been abendoned, de|ayed, or abandoned
and then naoierted, or if the authorized contract-
ing parties deviate from plans' b|ueprinis, de-
signs, specifications or timetables, the project will
still be deemed to be the same construction pro-
ject.
The provisions of Section III — Limits Of Insur-
ance not otherwise modified by this endorsement
POLICY NUMBER GECO01910417
COMMERCIAL GENERAL LIABILITY
CG24041219
THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY.
WAIVER OF TRANSFER OF RIGHTS OF RECOVERY
AGAINST OTHERS TO US (WAIVER OF SUBROGATION)
This endorsement modifies insurance provided under the following:
COMMERCIAL GENERAL LIABILITY COVERAGE PART
ELECTRONIC DATA LIABILITY COVERAGE PART
LIQUOR LIABILITY COVERAGE PART
POLLUTION LIABILITY COVERAGE PART DESIGNATED SITES
POLLUTION LIABILITY LIMITED COVERAGE PART DESIGNATED SITES
PRODUCTS/COMPLETED OPERATIONS LIABILITY COVERAGE PART
RAILROAD PROTECTIVE LIABILITY COVERAGE PART
UNDERGROUND STORAGE TANK POLICY DESIGNATED TANKS
SCHEDULE
Name of Person(s) Or Organ ization(s):
Any person or organization where required by written contract provided that such contract was executed prior to
the date of loss (as permissable by law)
Information required to complete this Schedule, if not shown above, will be shown in the Declarations.
The following is added to Paragraph S. Transfer Of
Rights Of Recovery Against others To Us of
Section IV - Conditions:
We waive any right of recovery against the person(s)
or organization(s) shown in the Schedule above
because of payments we mare under this Coverage
Part. Such waiver by us applies only to the extent that
the insured has waived its right of recovery against
such person(s) or organization(s) prior to loss. This
endorsement applies only to the person(s) or
organization(s) shown in the Schedule above.
CG 24 04 12 19 @ Insurance Services office, Inc., 2018 Page 1 of 1
ENDORSEMENT #
This endorsement, effective 1 2:01 a.m., 0712612022 forms a part of
Policy No. GECO01910417 issued to SWCA, Inc. DBA: SWCA ENVIRONMENTAL CONSULTANTS
by Greenwich Insurance Company.
THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY.
CANCELLATION NOTIFICATION TO OTHERS ENDORSEMENT
In the event coverage is cancelled for any statutorily permitted reason, other than nonpayment of premium,
advanced written notice will be mailed or delivered to person(s) or entity(ies) according to the notification
schedule shown below:
Name of Person(s) or Entity(ies)
Mailing Address:
Number of Days
Advanced
Notice of Cancellation
ANY PERSON(S) OR ENTITY(I ES)
REQUIRING BY WRITTEN CONTRACT
THAT THE NAMED INSURED PROVIDE
ADVANCED WRITTEN NOTICE OF
REFER TO SPREADSHEET PROVIDED
30
CANCELLATION. THE PERSON OR
ENTITY MUST BE LISTED ON A
SPREADSHEET FROM THE BROKER
THAT INCLUDES THE PERSON'S OR
ENTITY'S NAME AND A VALID MAILING
ADDRESS. THIS SPREADSHEET MUST
BE RECEIVED BY THE COMPANY
WITHIN FIVE DAYS OF THE COMPANY'S
REQUEST TO THE BROKER.
OTHERWISE, THE COMPANY WILL BEAR
NO RESPONSIBILITY FOR SUCH
ADVANCE❑ WRITTEN NOTICE OF
CANCELLATION
All other terms and conditions of the Policy remain unchanged.
IXI 405 0910
C) 2010 X. L. America, Inc. All Rights Reserved.
May not be copied without permission.
POLICY NUMBER: AECO01910217
ENDORSEMENT #007
XIC 411 1013
This endorsement, effective 12:01 a.m., July 26, 2022 forms a part of Policy No. AECO01910217 issued to
SWCA, INC. DBA: SWCA ENVIRONMENTAL CONSULTANTS by Greenwich Insurance Company.
THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY.
AUTOMATIC ADDITIONAL INSURED
This endorsement modifies insurance provided under the following:
BUSINESS AUTO COVERAGE FORM
MOTOR. CARRIER COVERAGE FORM
AUTO] DEALERS COVERAGE FORM
A. COVERED AUTOS LIABILITY COVERAGE, Who Is An Insured, is amended to include as an "insured" any
person or organization you are required in a written contract to name as an additional insured, but only for
"bodily injury" or "property damage" otherwise covered under this policy caused, in whole or in part, by the
negligent acts or omissions of:
1. You, while using a covered "auto"; or
2. Any other person, except the additional insured or any employee or agent of the additional insured,
operating a covered "auto" with your permission,
Provided that:
a. The written contract is in effect during the policy period of this policy;
b. The written contract was signed by you and executed prior to the "accident" causing "bodily injury" or
"property damage" for which liability coverage is sought; and
C. Such person or organization is an "insured" solely to the extent required by the contract, but in no
event if such person or organization is solely negligent.
B. The Limits of Insurance provided for the Additional Insured shall not be greater than those required by contract
and, in no event shall the Limits of Insurance set forth in this policy be increased by the contract.
C. General Conditions, other Insurance is amended as follows:
Any coverage provided hereunder shall be excess over any other valid and collectible insurance available to
the additional insured whether such insurance is primary, excess, contingent or on any other basis unless the
contract specifically requires that this policy be primary.
All terms, conditions, exclusions and limitations of this policy shall apply to the liability coverage provided to any
additional insured, and in no event shall such coverage be enlarged or expanded by reason of the contract.
XIC 411 1013 2013 XL. America, Inc. All Rights Reserved. Page 1 of 1
May not be copied without permission.
Includes copyrighted material of Insurance Services Office, Inc., with its permission.
S DO M 08/05/2020
POLICY NUMBER: AECO01910217
COMMERCIAL AUTO
CA 20 01 10 13
THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY.
LESSOR - ADDITIONAL INSURED AND LOSS PAYEE
This endorsement modifies insurance provided under the following:
AUTO DEALERS COVERAGE FORM
BUSINESS AUTO COVERAGE FORM
MOTOR CARRIER COVERAGE FORM
With respect to coverage provided by this endorsement, the provisions of the Coverage Form apply unless modified by the
endorsement.
This endorsement changes the policy effective on the inception date of the policy unless another date is indicated below.
Named Insured: SWCA, INC. DBA: SWCA ENVIRONMENTAL CONSULTANTS
Endorsement Effective Date: 07/26/2022
SCHEDULE
Insurance Company: Greenwich Insurance Company
Policy Number: AECO01910217
Effective Date: 07/26/2022
Expiration Date: 07/26/2023
Named Insured: SWCA, INC. DBA- SWCA ENVIRONMENTAL CONSULTANTS
Address: 20 E. THOMAS ROAD, SUITE 1700
PHOENIX AZ 85012
Additional Insured (Lessor): See Endorsement # 005
Ad d re ss:
Designation Or Description Of "Leased Autos": See Endorsement # 005
CA 20 01 10 13 @ Insurance Services Office, Inc., 2011 Page 1 of 2
Coverages
Limit Of Insurance
Covered Autos Liability____ $
Each "Accident"
Actual Cash Value Or Cost Of Repair, Whichever Is Less, Minus
Comprehensive $
Deductible For Each Covered "Leased Auto"
Actual Cash Value Or Cost Of Repair, Whichever Is Less, Minus
Collision $
Deductible For Each Covered "Leased Auto"
Actual Cash Value Or Cost of Repair, Whichever Is Less, Minus
Specified
$
Deductible For Each Covered "Leased Auto""
Causes of Loss
Information required to complete this Schedule, if not shown above, will be shown in the Declarations.
A. Coverage
2. The insurance covers the interest of the lessor
1. Any "leased auto" designated or described in
unless the "loss" results from fraudulent acts or
the Schedule will be considered a covered
omissions on your part.
"auto" you own and not a covered "auto" you
3. If we make any payment to the lessor, we will
hire or borrow.
obtain his or her rights against any other party.
2. For a "leased auto" designated or described in
C. Cancellation
the Schedule, the who Is An Insured provision
1. if we cancel the policy, we will mail notice to the
under Covered Autos Liability Coverage is
lessor in accordance with the Cancellation
changed to include as an "insured" the lessor
Common Policy Condition.
named in the Schedule. However, the lessor is
"property
2. If you cancel the policy, we will mail notice to
an "insured" only for "bodily injury" or
y y J�
damage" resulting from the acts or omissions
the lessor.
by:
3. Cancellation ends this agreement.
a. You;
D. The lessor is not liable for payment of your
b. Any of your '"employees"' or agents; or
premiums.
C. Any person, except the lessor or any
E. Additional Definition
,l employeel, or agent of the lessor, operating
As used in this endorsement:
a "leased auto" with the permission of any
"Leased auto" means an "auto" leased or rented to
of the above.
you, including any substitute, replacement or extra
3. The coverages provided under this endorsement
"auto" needed to meet seasonal or other needs,
apply to any "leased auto" described in the
under a leasing or rental agreement that requires you
Schedule until the expiration date shown in the
to pro\nde direct primary insurance for the lessor.
Schedule, or when the lessor or his or her agent
takes possession of the "leased auto",
whichever occurs first..
B. Loss Payable Clause
1. We will pay, as interest may appear, you and
the lessor named in this endorsement for "loss"
to a "leased auto".
CA 20 01 10 13 @ Insurance Services office, Inc., 2011 Page 2 of 2
ENDORSEMENT #005
This endorsement, effective 12:01 a.m., July 26.2022 forms a part ofPolicy No.A2C0O\9\02l7 issued to
SWCA, INC. DBA: SWCA ENVIRONMENTAL CONSULTANTS by Greenwich Insurance Company.
In consideration of the premium charged, it is hereby understood and agreed that -
On fonnCA2OO1LESSDR—ADD0ONAL|NSUREDANDLOSSPAYEE
Additional Insured (Lessor) on the Schedule is amended to include -
ALL LESSORS
Designation or Description of "Leased Autos". on the Schedule is amended to include:
Any "Leased Auto"
All other terms and conditions remain the same.
(Authorized Representative)
0Q4O3O11O
POLICY NUMBER: AECa0191 0217
COMMERCIAL AUTO]
CA 04 49 11 16
THIS ENDORSEMENT CHANGES THE POLICE'. PLEASE READ IT CAREFULLY.
PRIMARY AND NONCONTRIBUTORY -
OTHER INSURANCE CONDITION
This endorsement modifies insurance provided under the following:
AUTO] DEALERS COVERAGE FORM
BUSINESS AUTO COVERAGE FORM
MOTOR CARRIER COVERAGE FORM
With respect to coverage provided by this endorsement, the provisions of the Coverage Form apply unless modified by the
endorsement.
A. The following is added to the other Insurance
Condition in the Business Auto Coverage Form and
the other Insurance — Primary And Excess
Insurance Provisions in the Motor Carrier
Coverage Form 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 writing in a contract or
agreement that this insurance would be primary
and would not seek contribution from any other
insurance available to such insured'.
B. The following is added to the other Insurance
Condition in the Auto Dealers Coverage Form and
supersedes any provision to the contrary:
This Coverage Form's Covered Autos Liability
Coverage and General Liability Coverages are
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 writing in a contract or
agreement that this insurance would be primary
and would not seek contribution from any other
insurance available to such "insured".
CA 04 49 11 16 @ Insurance Services Office, Inc., 2016 Page 1 of 1
POLICY NUMBER: AECO01910217
COMMERCIAL AUTO
CA04441013
THIS ENDORSEMENT CHANCES THE POLICY. PLEASE READ IT CAREFULLY.
WAIVER OF TRANSFER OF RIGHTS OF RECOVERY
AGAINST OTHERS TO US (WAIVER OF SUBROGATION)
This endorsement modifies insurance provided under the following:
AUTO DEALERS COVERAGE FORM
BUSINESS AUTO COVERAGE FORM
MOTOR CARRIER COVERAGE FORM
With respect to coverage provided by this endorsement, the provisions of the Coverage Form apply unless modified by the
endorsement.
This endorsement changes the policy effective on the inception date of the policy unless another date is indicated below.
Named Insured: SWCA, INC. DBA: SWCA ENVIRONMENTAL CONSULTANTS
Endorsement Effective Date: 07/26/2022
SCHEDULE
Name(s) Of Person(s) Or Organization(s):
INHERE REQUIRED BY WRITTEN CONTRACT OR AGREEMENT EXECUTED
PRIOR TO LOSS (EXCEPT W HERE NOT PERMITTED BY LAW)
I Information required to complete this Schedule, if not shown above, will be shown in the Declarations. I
The Transfer Of Rights Of Recovery Against others
To Us condition does not apply to the person(s) or
organization(s) shown in the Schedule, but only to the
extent that subrogation is waived prior to the "accident'"
or the "loss" under a contract with that person or
organization.
CA 04 44 10 13 @ Insurance Services Office, Inc., 2011 Page 1
ENDORSEMENT #008
This endorsement, effectir/e 12:01 a.m., July 26, 2022 forms a part of Policy No. AECO01910217 issued to
SWCA, INC. DBA: SWCA ENVIRONMENTAL CONSULTANTS by Greenwich Insurance Company.
THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY.
CANCELLATION NOTIFICATION TO OTHERS ENDORSEMENT
In the event coverage is cancelled for any statutorily permitted reason, other than nonpayment of premium, ad►►ranced
written notice will be mailed or delivered to person(s) or entity(ies) according to the notification schedule shown below:
Name of Persons ies
} or Entit y�
Mailing Address:
Number of Days
Advanced
Notice of
Cancellation:
ANY PERSON(S) OR ENTITY(IES) REQUIRING
REFER TO SPREADSHEET
BY WRITTEN CONTRACT THAT THE NAMED
PROVIDED BY BROKER
INSURED PROVIDE ADVANCE WRITTEN
30
NOTICE OF CANCELLATION. THE PERSON OR
ENTITY
MUST BE LISTED ON A SPREADSHEET FROM
THE BROKER THAT INCLUDES THEENTITY'S
NAM E
ENTITY'S NAME AND A VALID MAILING
ADDRESS. THIS SPREADSHEET MUST BE
RECEIVED
THE COMPANY WITHIN FIVE DAYS OF THE
COMPANY'S REQUEST TO THE BROKER.
OTHERWISE
THE COMPANY WILL BEAR NO
RESPONSIBILITY FOR SUCH ADVANCED
WRITTEN NOTICE OF
CANCELLATION
All other terms and conditions of the Policy remain unchanged.
IM 405 0910
SDOM 07/31 /2020 @ 2010 XL. America, Inc. All Rights Reserved.
May not be copied without permission.
This page has been left blank intentionally.
POLICY NUMBER: UECOO 19103 17
COMMERCIAL EXCESS FOLLOW FORM AND UMBRELLA LIABILITY POLICY
VARIOUS PROVISIONS IN THIS POLICY RESTRICT COVERAGE. READ THE ENTIRE POLICY CAREFULLY
TO DETERMINE YOUR RIGHTS, DUTIES AND WHAT IS AND WHAT IS NOT COVERED.
THIS POLICY IS INCOMPLETE UNLESS THE DECLARATIONS AND ALL APPLICABLE FORMS AND
ENDORSEMENTS ARE ATTACHED.
THROUGHOUT THIS POLICY THE WORDS "YOU" AND `YOUR" REFER TO THE NAMED INSURED SHOWN IN
DECLARATIONS ITEM 1 AND ANY OTHER PERSON OR ORGANIZATION QUALIFYING AS A NAMED
INSURED UNDER THIS POLICY. THE WORDS "WE", "US", AND "OUR" REFER TO THE COMPANY
PROVIDING THIS INSURANCE.
WORDS AND PHRASES THAT APPEAR IN BOLD HAVE SPECIAL MEANING AND ARE DEFINED IN SECTION
VI - DEFINITIONS.
I. INSURING AGREEMENTS
In consideration of the payment of premium, and subject to the terms, definitions, conditions and limitations of this
policy, including any endorsements or amendments thereto, we agree with the named insured as follows-
...... ......__................................ ..................._........._ _...
...............
........... _.
(A) Insuring Agreement A - Excess Follow Form Liability
(1 ) We will pay on behalf of the insured, subject to Section IV. Limits of Insurance, those amounts the
insured becomes legally obligated to pay as damages in excess of the scheduled underlying
insurance as a result of a claim covered by the scheduled underlying insurance, but only if the
scheduled underlying insurance has been exhausted by the actual payment of loss to which this
policy applies.
(2) Coverage under this Insuring Agreement A shall follow the terms, definitions, conditions and
limitations of the scheduled underlying Insurance, subject to the policy period, Limits of
Insurance, premium, and any contrary provisions contained in this policy.
However, this Insuring Agreement A will not apply to any disaster response expense as
described in insuring Agreement C, even if such insurance is covered by the scheduled
underlying insurance or would have been but for the exhaustion of the scheduled underlying
insurance.
(3) If we are prevented by law or statute from making payment on the i nsu red's behalf under Insuring
Agreement A, we will indemnify the insured for those sums otherwise payable hereunder.
(B) Insuring Agreement B - Umbrella Liability Over Self -insured Retention
�1 } We will pay on behalf of the insured, subject to Section IV. Limits of Insurance, those amounts not
covered by the scheduled underlying insurance that the insured becomes legally obligated to
pay as damages in excess of the self -insured retention because of bodily injury, property
damage (including liability assumed by the insured under an insured contract) or personal and
advertising injury taking place anywhere in the world and caused by an occurrence during the
policy period.
(2) The coverage provided by Insuring Agreement B will not apply to damages that would have been
covered by the scheduled underlying insurance but for its exhaustion by the payment of loss.
xC U 050 0811 2011 X.L. America, Inc. All Rights Reserved. Page 2 of 25
May not be copied without permission.
Includes copyrighted material of Insurance Services offices, Inc., with its permission.
(3) The coverage provided by insuring Agreement B will not apply to any damages covered by Insuring
Agreement A, or arising out of subjects of insurance or exposures to loss for which this policy
requires the scheduled underlying insurance to be maintained.
(4) If we are prevented by law or statute from making payment on the insured's behalf under Insuring
Agreement B, we will indemnify the insured for those sums otherwise payable hereunder.
We will make payment on behalf of the insured under Insuring Agreements A and B only if:
(1) Prior to the policy period, no insured listed under Section II. Who Is An Insured, (B)(1), (6), (7), (8), (9) or
(10); no manager in your risk management, insurance or legal department; and no employee authorized by
you to give or receive notice of an occurrence, claim or suit; knew, prior to the policy period, that the
bodily injury or property damage had occurred, in whole or in part, or of the existence of any occurrence
that caused personal and advertising injury; or
(2) During the policy period, no insured listed under Section II. Who is An Insured, (B) (1),{0}, (7), (8), (9) or
(10); no manager in your risk management, insurance or legal department; and no employee authorized by
you to give or receive notice of an occurrence, claim or suit; knew during the policy period, that the
bodily injury or property damage had occurred, in whole or in part , or of the existence of any
occurrence that caused personal and advertising injury, prior to the policy period.
For these purposes, bodily injury, property damage, and personal and advertising injury, including the
continuation, change or resumption of such bodily injury, property damage, or personal and advertising injury,
will be deemed to have been known at the earliest time when any of the above -referenced individuals-
(1) Reports all or any part of the bodily injury, property damage, or personal and advertising injury to us
or any other insurer,
(2) Receives a claim because of the bodily injury, property damage, or personal and advertising injury; or
(3) Becomes aware by any other means that bodily injury or property damage has occurred or has begun to
have occurred, or an occurrence has been committed that has caused or may cause personal and
advertising injury.
(C) Insuring Agreement C - Disaster Response Coverage
(1) We will indemnify the insured for disaster response expenses resulting from a disaster event
occurring during the policy period, provided-
(
(b) a disaster event is reported to us at the number indicated in Declarations Item 8 within
twenty-four (24) hours of its commencement.
(2) A disaster event will be deemed to commence when a key executive first becomes aware of a
disaster event. A disaster event will be deemed to end when:
(a) we determine that any one of the elements listed in the definition of disaster event no
longer exists; or
(b) the Disaster Response Expense Aggregate Limit listed in Declarations Item 3 has been
exhausted,
whichever is earlier.
XC U 050 0811 0 2011 X.L. America, Inc. All Rights Reserved. Page 3 of 20
May not be copied without permission.
includes copyrighted material of Insurance Services Offices, Inc., with its permission.
(3) If we and the insured disagree on whether a disaster event has occurred, the insured's right of
reimbursement under Insuring Agreement C shall be arbitrated pursuant to the rules of the
American Arbitration Association for the state shown in Declarations Item 1.
(4) Payment by us of disaster response expenses will not determine or be evidence of our rights or
obligations under Insuring Agreement A or B.
(5) Payment by us of disaster response expenses will not oblige us to assume any duty to control
the investigation, settlement or defense of any claim or suit that might arise from a covered
disaster event.
..................... .
.................
....................
ll. WHO IS AN INSURED
(A) The following are insureds under Insuring Agreement A:
�1 } The named insured.
(2) Any person or organization qualifying as an insured under the scheduled underlying in
but for no broader coverage than would be afforded to such person or organization by the
scheduled underlying insurance;,.;;
(B) The following are insureds under Insuring Agreements B and C:
(1) The named insured.
(2) Any person or organization, other than an employee or volunteer worker, while such person or
organization is acting as your real estate manager.
(3) Your legal representative if you die, but only with respect to his or her duties as such.
(4) Your employees, but only for acts within the scope of their employment by you, or while
performing duties related to the conduct of your business.
(5) Your volunteer workers, but only while performing duties related to the conduct of your business.
(6) If you are designated in the Declarations as an individual, then your spouse, but only with respect
to the conduct of a business of which you are the sole owner.
(7) If you are designated in the Declarations as a partnership or joint venture, your partners and their
spouses, but only with respect to the conduct of your business.
(8) If you are designated in the Declarations as a limited liability company, your members, but only with
respect to the conduct of your business, and your managers, but only with respect to their duties as
such.
igi If you are designated in the Declarations as an organization other than a partnership, joint venture
or limited liability company, your executive officers and directors, but only with respect to their
duties as such. Your stockholders are also insureds, but only with respect to their liability as
stockholders.
(10) If you are designated in the Declarations as a trust, your trustees, but only with respect to their
duties as such.
(11) Any organization in which you maintain an interest of more than fifty percent (50%) as of the
effective date of this policy.
XCU 050 0811 Q 2011 X.L. America, Inc. All Rights Reserved. Page 4 of 26
May not be copied without permission.
Includes copyrighted material of Insurance Services offices, Inc., with its permission,
(12) A partnenship, joint venture or limited liability company that you acquire or form during the policy
period, but only if we have named such partnership, joint venture or limited liability company as an
insured onawritten endorsement that iamade part ofthis policy.
11|i DEFENSE AND SETTLEMENT
AA We will have the right and duty to defend any suit covered by Insuring Agreement A, but only when the
scheduled underlying insurance or other insurance has been exhausted by payment of loss to which
this policy applies.
(B) We will have the right and the duty to defend any suit covered by Insuring Agreement B. but only when
such suit seeks damages because of bodily injury, property danmo0m' or personal and advertising
injury that are not covered by the schedulled underlying insurance or by other insurance.
(C) When we assume the defense of any suit under Paragraph AA or (B) above, we will have the right to
investigate, defend and settle such suit amwedeem appropriate. Wowill defend any such suit even if it is
ground|eoe, false or fraudulent. We also will pay the following supplementary payments in connection with
any suit we defend, but only if such supplementary payments are not covered by the scheduled
underlying insurance orany other insurance:
(1)Premiums onappeal bonds orbonds to release attachments, subject to the applicable Limits of
Insurance set forth in the Oederationo, provided that we will not be obligated to apply for or furnish
any such bond.
(2) All costs taxed against aninsured /nconnection with the suit.
(3) Pre -judgment interest awarded against the insured on that part ofany judgment paid under this
policy, but only such interest as shall accrue before we make a settlement offer within the policy's
applicable Limits ofInsurance.
(4) Post -judgment interest that accrues after entry of judgment and before we have paid' offered to
pay, or deposited in oourt, that port of the judgment that is within this policy's applicable Limits of
Insurance.
(5) Reasonable expenses incurred by an insured at our request or with our consent
(D) VVewill have noduty todefend, inveetigate, pay orsettle, orcontinue todefend, investigate, pay orsettle, a
suit after the applicable Limits of Insurance set forth in the Declarations have been exhausted by the
payment of loss; in which case we will have the right to withdraw and discontinue our investigation or
defense ofsuch suit.
(E) We will have no duty to defend the insured against any suit seeking damages to which this insurance does
not apply.
(F) If we are prevented by law orstatute from assuming our defense obligations under Paragraph (A) or (B),
we will pay any expenses incurred by you with our consent in connection with the defense of a suit
otherwise covered by that section.
(G) Except as otherwise provided in this Section Ui Defense and Settlement, we shall have no duty to defend
any suit against an inasred. We, however, will have the right, but not the duty. to associate with you in the
investigation, settlement or defense of any claim or suit to which this policy appUeo, in which case the
insured will cooperate with us and make available all information and records we reasonably require. We
will exercise our right toassociate stour expense.
XCUO5OD811 @2D11}iLAmerica, Inc. All Rights Reserved. Page 5of2G
May not becopied without permission.
ENDORSEMENT #012
This endorsement, effective 12:01 a.m., July 26, 2022 forms a part of Policy No. UEC001910317 issued to
SWCA, INC. DBA: SWCA ENVIRONMENTAL CONSULTANTS by XL Specialty Insurance Company.
THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY.
CANCELLATION NOTIFICATION TO OTHERS ENDORSEMENT
In the event coverage is cancelled for any statutorily permitted reason, other than nonpayment of premium, advanced
written notice will be mailed or delivered to person(s) or entity(ies) according to the notification schedule shown below:
Name of Person(s) or Entity(ies)
Mailing Address:
Number of Days
Advanced
Notice of
Cancellation:
ANY PERSON(S) OR ENTITY(IES) REQUIRING BY
REFER TO
SPREADSHEET
WRITTEN CONTRACT THAT THE NAMED INSURED
30
PROVIDED BY BROKER
PROVIDE ADVANCED WRITTEN NOTICE OF
CANCELLATION. THE PERSON OR ENTITY MUST BE
LISTED ON A SPREADSHEET FROM THE BROKER THAT
INCLUDES THE PERSON'S OR ENTITY'S NAME AND VALID
MAILING ADDRESS. THIS SPREADSHEET MUST BE
RECEIVED BY THE COMPANY WITHIN FIVE DAYS OF THE
COMPANY'S REQUEST TO THE BROKER. OTHERWISE,
HE COMPANY WILL BEAR NO RESPONSIBILITY FOR
SUCH ADVANCED WRITTEN NOTICE OF CANCELLATION
All other terms and conditions of the Policy remain unchanged.
IN 405 0910
RIS H 08/04/2020 U 2010 XL. America, Inc. All Rights Reserved.
May not be copied without permission.
This page has been left blank intentionally.
WORKERS COMPENSATION AND EMPLOYERS LIABILITY INSURANCE POLICY WC 00 03 13
(Ed.4-84)
WAIVER OF OUR RIGHT TO RECOVER FROM OTHERS ENDORSEMENT
We have the right to recover our payments from anyone liable for an injury covered by this policy. We will not enforce
our right against the person or organization named in the Schedule. (This agreement applies only to the extent that
you perform work under a written contract that requires you to obtain this agreement from us.)
This agreement shall not operate directly or indirectly to benefit anyone not named in the Schedule.
Schedule
Where required by written agreement signed prior to loss.
This endorsement changes the policy uzwhich bis attached and iseffective onthe date issued unless otherwise stated.
(The information below is required only when this endorsement is issued subsequent to preparation of the policy.)
Endorsement Effective 07/26/2022 Policy No. \VEC00]9106}7 Endorsement No.
Insured Premium Included
SVVCA.Inc. DBA-8VVCAENVIRONMENTAL CONSULTANTS
|nsunanooCompanv Countersigned by
}{LSpecialty Insurance Company
VVC0O0313
0 1983 National Council on Compensation Insurance.
WORKERS COMPENSATION AND EMPLOYERS LIABILITY INSURANCE POLICY
WC 04 03 06
WAIVER OF OUR RIGHT TO RECOVER FROM OTHERS ENDORSEMENT—CALIFORNIA
(Ed. 04-84)
We have the right to recover our payments from anyone liable for an injury covered by this policy. We will not enforce our right
against the person or organization named in the Schedule. (This agreement applies only to the extent that you perform work
under a written contract that requires you to obtain this agreement from us.)
You must maintain payroll records accurately segregating the remuneration of your employees while engaged in the work
described in the Schedule.
The additional premium for this endorsement shall be 2 % of the California workers' compensation premium otherwise due on
such remuneration.
Schedule
Person or Organization Job Description
Where required by written agreement signed prior to loss All California Operations.
This endorsement changes the policy to which it is attached and is effective on the date issued unless otherwise stated.
(The information below is required only when this endorsement is issued subsequent to preparation of the policy.)
Endorsement Effective 07/26/2022 Policy No. WECO01910617 Endorsement No.
Insured Insurance Company
SWCA, Inc. DBA: SWCA ENVIRONMENTAL Greenwich Insurance Company
CONSULTANTS
Countersigned By
WC 04 03 06 Page 1 of 1
(Ed. 04-84) Copyright 1984 Workers' Compensation Insurance Rating Bureau of California. All Rights Reserved.
WORKERS COMPENSATION AND EMPLOYERS LIABILITY INSURANCE POLICY WC 42 03 04 B
(Ed .0-14)
TEXAS WAIVER C>FOUR RIGHT TORECOVER FROM OTHERS ENDORSEMENT
This endorsement applies only to the insurance provided by the policy because Texas is shown in Item 3.A. of the
Information Page.
We have the right to recover our payments from anyone liable for an injury covered by this policy. We will not enforce
our right against the person or organization named in the Schedule, but this waiver applies only with respectto bodily
injury arising out of the operations described in the Schedule where you are required by a written contract to obtain
this waiver from us.
This endorsement shall not operate directly or indirectly to benefit anyone not named in the Schedule.
The premium for this endorsement is shown in the Schedule.
Schedule
1. ( ) Specific Waiver
Name ofperson ororganization
(X)Blanket Waiver
Any person or organization for whom the Named Insured has agreed by written contractto furnish this
2. Operations: All Texas Operations
3. Premium:
The premium charge for this endorsement shall be 2^O00percent ofthe premium developed onpayroll in
connection with work performed for the above person(s) or organization(s) arising out of the operations described.
4. Advance Premium:
This endorsement changes the policy 10which itiaattached and iseffective onthe date issued unless otherwise stated.
(The information below is required only when this endorsement is issued subsequent to preparation of the policy.)
Endorsement Effective 07/26/2022 Policy No. WEC00)9|Oh)7 Endorsement No.
Insured Premium Included
SVVCA.Inc. DBA-SWCAENVIRONMENTAL CONSULTANTS
Insurance Company Countersigned by
7(LSpecialty Insurance Company
VVC420304B
@ Copyright 2014mational Council on Compensation Insurance, Inc. All Rights Reserved.
WORKERS COMPENSATION AND EMPLOYERS LIABILITY INSURANCE POLICY WC 43 03 05
(Ed.7-8O)
UTAH WAIVER OF SUBROGATION ENDORSEMENT
This endorsement opp|ieson|ytotheinsunanoeprovdedbythopo|icybeoauseUiahis shown in Item 3.A. of the
Information Page.
We have the right to recover our payments from anyone liable for an Injury covered by this policy. We will not enforce
our right against the person or organization named in the Schedule. (This agreement applies only to the extent that
you perform work under a written contract that requires you to obtain this agreement from us.)
This agreement shall not operate directly or indirectly to benefit anyone not named in the Schedule. Our waiver of
rights does not release your employees' rights against third parties and does not release our authority as trustee of
claims against third parties.
Schedule
Where required by written agreement signed prior to loss.
This endorsement changes the policy to which it is attached and is effective on the date issued unless otherwise stated.
(The information below is required only when this endorsement is issued subsequent to preparation of the policy.)
Endorsement Effective0/26/2022 Pnn�m"WECO0|906|7Endorsement No.
Insured Premium$ Included
SVVCA.Inc. DBA:8VVCAENVIRONMENTAL CONSULTANTS
Insurance Company Countersigned by
XL Specialty Insurance Company
WC430305
@ 2000 National Council on Compensation Insurance, Inc.
WORKERS COMPENSATION AND EMPLOYERS LIABILITY INSURANCE POLICY WC 99 01 10
Ed.1/O8
THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ /TCAREFULLY.
EARLIER NOTICE OF CANCELLATION PROVIDED BY US ENDORSEMENT
This endorsement modifies insurance provided under the following,
WORKERS' COMPENSATION AND EMPLOYERS' LIABILITY INSURANCE POLICY
Number of Days Notice: 90
(If no entry appears above, information required to complete this Schedule will be shown in the Declarations as
applicable to this endorsement.)
For any statutorily permitted reason other than nonpayment of premium, the number of days required for notice of
cancellation, as provided in PART SIX — CONDITIONS, D. Cancellation of the Workers' Compensation and
Employers' Liability Insurance Policy or as emended by an applicable state cancellation endorsement, is increased to
the number ofdays shown in the Schedule above.
All other terms and conditions remain the same.
This endorsement changes the policy to which it is attached and is effective on the date issued unless otherwise stated.
(The information below is required only when this endorsement is issued subsequent to preparation of the policy.)
Endorsement Effective 07/26/20Z2 Policy No, \VECOO\V|O8|7 Endorsement No.
Insured
8VVCA.Inc. DBA-8WCAENVIRONMENTAL CONSULTANTS
Insurance Company
XLSpecialty Insurance Company
Countersigned by
WC9SO1 10
Ed. 1/O8
This page has been left blank intentionally.