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HomeMy WebLinkAboutSWCA Amendment JEFFERSON COUNTY BOARD OF COUNTY COMMISSIONERS CONSENT AGENDA REQUEST TO: Board of County Commissioners FROM: Mark McCauley,County Administrator DATE: March 4,2024 SUBJECT: Request for approval: Amendment No. 1 to the Professional Services Agreement (PSA)with SWCA,Environmental Consultants for Professional Services Related to Preparing the Jefferson County Community Wildfire Protection Plan(CWPP) STATEMENT OF ISSUE: At the third and final CWPP Advisory Group meeting to review the final draft of the plan concerns were shared by the City of Port Townsend, East Jefferson Fire and Rescue and Jefferson County regarding the use of the Department of Natural Resources Wildland Urban Interface and composite risk assessment maps. These concerns centered around the likely public reaction to the maps which tended to reflect much higher risk than actually exists due to its focus on a broad-scale Wildland Urban Interface map (WUI)and a confusing composite risk assessment map. State legislators expect to task DNR to revise the WUI map,an outcome becoming more certain as the 2024 legislative session nears completion.Many communities across the state testified that this WUI map misses local data and leads to paradoxical conclusions relating to fire risk location in the wildland interface. All three jurisdictions wanted to refocus on the individual fire risk maps which they felt told a more accurate story. Although this was the major concern,they had other less significant concerns that needed to be addressed. ANALYSIS: In order to address these concerns an amendment to the professional services agreement with SWCA is required to add additional project scope and to increase the contract not to exceed amount by$27,475.30. Attached is Amendment No. 1 to the agreement that adds scope and budget for the project. FISCAL IMPACT: The additional contract amount of $27,475.30 will be funded using Title III or General Fund—Non- departmental funds. RECOMMENDATION: That the Board of County Commissioners approve Amendment No. 1 to the PSA with SWCA. REVIEWED BY: r��L a2 v7 Mark McCau y,County Administrator ( Date CONTRACT REVIEW FORM Clear Form (INSTRUC77ONS ARE ON THE NEXT PAGE) CONTRACT WITH: SCWA Environmental Consultants Contract No: SWCA Amend No. 1 Contract For: Community Wildfire Protection Plan Term: Until work is completed COUNTY DEPARTMENT: County Administrator Contact Person: Mark McCauley Contact Phone: 360-385-9130 Contact email: mmccauley@co jeNerson.wa us AMOUNT: $27,475.30 PROCESS: Exempt from Bid Process Revenue: N/A Cooperative Purchase Expenditure: $27,475.30 Competitive Sealed Bid Matching Funds Required: N/A Small Works Roster Sources(s)of Matching Funds N/A Vendor List Bid Fund # 147 and/or 001-270 RFP or RFQ Munis Org/Obj 147 and/or 001-270 Other: APPROVAL STEPS: STEP 1: DEPARTMENT CERTIFIES CO N E WIT _5.080 AND CHAPTER 42.23 RCW. CERTIFIED: R N/A:❑ LA S i a re U I DatP—�� STEP 2: DEPARTMENT CERTIFIES THE PERSON PROPOSED FOR CONTRACTING WITH THE COUNTY (CONTRACTOR) HAS NOT B EN DEBARRED BY ANY FEDERAL, STATE, OR LOCAL AGENCY. CERTIFIED: ❑ N/A: 9 h t ature Date/ STEP 3: RISK MANAGEMENT REVIEW (will be added electronically through Laserfiche): Electronically approved by Risk Management on 2/29/2024. STEP 4: PROSECUTING ATTORNEY REVIEW(will be added electronically through Laserfiche): Electronically approved as to form by PAO on 2/29/2024. Contract Amendment. STEP 5: DEPARTMENT MAKES REVISIONS & RESUBMITS TO RISK MANAGEMENT AND PROSECUTING ATTORNEY(IF REQUIRED). STEP 6: CONTRACTOR SIGNS STEP 7: SUBMIT TO BOCC FOR APPROVAL I Amendment No. 1 to the Professional Services Agreement with SWCA Environmental Consultants This Amendment No. 1 to the Agreement is made and entered into by and between Jefferson County and SWCA Environmental Consultants, herein after known as the "Parties." WHEREAS,the Parties want to amend the Agreement entered into between them; NOW, THEREFORE,the Parties agree as follows: 1. Purpose. The purpose of this Amendment is to add $27,475.30 to the not exceed amount of the Agreement raising it to $194,956.30 and to add additional services to the project's scope. 2. Amendment. a. Scope of Services. Is amended to additional services required to accommodate City of Port Townsend concerns. These additional services are identified on Exhibit "Al" attached hereto including the provision of all labor. b. The first sentence of 4. Payment. a. is amended to read: 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 the Contractor shall not exceed $194,956.30, in accordance with Section B. of Exhibit A, without express written modification of the Agreement signed by each party. 3. No Other Change. All other terms of the Professional Services Agreement between the Parties remain unchanged, except as modified in this Amendment. (SIGNATURES FOLLOW ON NEXT PAGE) 1 DATED this day of ,2024. JEFFERSON COUNTY WASHINGTON SWCA ENVIRONMENTAL CONSULTANTS Board of County Commissioners Jefferson County, Washington Date By: Kate Dean,Chair Date By: Heidi Eisenhour, Commissioner Date By: Greg Brotherton,Commissioner Date SEAL: ATTEST: Carolyn Gallaway, CMC Date Clerk of the Board Approved as o form nly: C February 29, 2024 Philip C. Hunsucker Date Chief Civil Deputy Prosecuting Attorney 2 SWCAI Cost Amendment for Jefferson County Community Wildfire Protection Plan Exhibit Al SCOPE OF WORK AND BUDGET The scope of work outlines the objectives and deliverables and the budget for the contract amendment. 1. EXECUTIVE SUMMARY • Build upon the existing Executive Summary to create a more comprehensive content highlighting key points for effective communication across Jefferson County. • Add a section to guide document navigation, with a description of content in each chapter. • Identify topics (listed below) already included in the plan to be highlighted and referred to the document navigation section 1. Include NFPA, IBHS and Firewise resources 2. Include landscape/plant resource list 2. RECOMMENDATIONS • Add a new recommendation to the Fire Adapted Communities recommendation table in Chapter 4, encouraging further planning in Port Townsend and other communities with a more urban element, leveraging the countywide CWPP as a foundation. • Work with City and EJFR to write and review new text additions. 3. REVISIONS TO APPENDIX C: COMMUNITY HAZARD AND RISK ASSESSMENTS • Provide explanation of differences between conditions from the on the ground survey and desk top risk assessment • Clarify that Appendix C is focused on the on the ground assessments and Chapter 3 is focused on the desktop risk assessment • Appendix Title Revision: rename appendix C to Community Hazard and Risk Assessments and rearrange content for better accessibility. ADD KEY OBSERVATIONS SECTION IN APPENDIX C TO INCLUDE: • If there is a significant difference between on the ground assessment and the desk top risk assessment specific to that community, include a short explanation • Use formatting techniques to highlight significant issues • Reorganize the communities order based on geographic locations - north to south (eastern part of county) - north to south (western part of county) • Remove the existing Risk Assessment maps for each community, as they may cause confusion since they are based on the desktop risk assessments • Add Detailed Maps for Clarity in Appendix C - Add detailed maps for Port Townsend, Cape George, and Glen Cove, totaling 16 maps. Page 1 1 SWCAI Cost Amendment for Jefferson County Community Wildfire Protection Plan • Maps to be created for the following input layers for Port Townsend, Cape George, and Glen Cove: 1. Fire occurrence 2. Fire response 3. Flame length 4. HVRA • Include descriptive text boxes for each input on map(for all communities, not just the 3 listed above) for better understanding. (e.g. flame length) 4. AREAS OF CONCERN (AOCS) MAPS AND RECOMMENDATIONS • Enhance readability of AOC maps and accompanying AOC recommendations with clear formatting, similar to existing recommendation matrices(tables in Chapter 4) and the Chelan CWPP example. • 22 maps community polygon (1 map of the ADCs for each community) • 22 tables (1 table of recommendations for each community) • Maps and recommendations to be added into Appendix C 5. HUB SITE • Link dynamic maps using a web map interface and include additional resources like the WA WUI map on the Hub site. • Add text to web map to say that it's dynamic(and updates when other web maps update) • Assumption: Jefferson County GIS department will need to make sure they have credits (AGOL storage space) available to host the web map. 6. TECHNICAL EDITING AND FORMATTING • Improved formatting for ease of reading • Create a dynamic pdf for the new section to guide document navigation • Technical editing for all new components of the plan 7. CWPP REVIEW AND AG MEETING • AG to review revised text and provide comments • Host virtual 1 AG meeting (up to 2 hours)to discuss revisions 8. ADDRESS COMMENTS • Make revisions based on AG review 9. WORK ALREADY COMPLETED TO ADDRESS OUT OF SCOPE TASKS • Labor costs added into cost • Coordination, reviewing new alternatives, reviewing literature cited, responding to emails, convening meetings, etc. Page 1 2 SWCAI Cost Amendment for Jefferson County Community Wildfire Protection Plan 10. PROJECT MANAGEMENT AND SAFETY • Manage project and adhere to safety protocols 11. COST FOR SCOPE OF WORK PHASE 1A TASK LABOR$ TOTAL$ Task 1.Executive Summary 2151.57 2151.57 Task 2. Recommendations 682.27 682.27 Task 3. Revisions to Appendix C 4114.54 4114.54 Task 4.Areas of Concern Maps and Recommendations 2357.88 2357.88 Task 5.Hub site 2283.41 2283.41 Task 6.Technical Editing and Formatting 4527.83 4527.83 Task 7.CWPP Review and AG Meeting 1751.82 1751.82 Task 8.Address comments from AG review 1490.31 1490.31 Task 9.Work already completed 4403.25 440325 Task 10: Project Management]Safety 3712.43 3712.43 PROJECT TOTAL 27,475.30 12. SCHEDULE OF NEW TASKS TASK APPROXIMATE TIME START END FROM NTP Task 1.Executive Summary 8 weeks March May Task 2. Recommendations 1 week March March Task 3.Revisions to Appendix C 5 weeks March April Task 4.Areas of Concern Maps and Recommendations 5 weeks March April Task 5. Hub site 5 weeks March April Task 6.Technical Editing and Formatting 6 weeks March April Task 7.CWPP Review and AG Meeting 7 weeks March April Task 8.Work already completed Already completed ASSUMPTIONS: • Tasks related Finalize the Community Wildfire Protection Plan from the original scope of work, remain the same. • Public Comment period (2 weeks) needs to be scheduled, after the completion of Task 7 • Originally scoped tasks will be rescheduled. CWPP to be completed by June 28, 2024 Page 1 3 D.-D911 Envelope IC 67692884-3376-45CC.BD6C-A47863B14726 DomSlgn Envelope ID:676828643376-45CC-BD6C-A47863B14726 O�1 S with the services rendered under this Agreement shall be the property of the County PROFESSIONAL SERVICES AGREEMENT WITH 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 Jefferson County(County)and SWCA Environmental Consultants(Consultant),uponn THIS PROFESSIONAL SERVICES AGREEMENT(Agreement)is entered into and between for information,reference and use in connection with Consultant's endeavors. the following Consultant shall not be held liable for reuse of documents or modifications thereof, terms and conditions. including electronic data,by the County or its representatives for any purpose other than 1. Project Desianation. The Consultant is retained by the County to assist the County with the intent of this Agreement. Economic Development. 6. Compliance with laws. Consultant shall,in performing the services contemplated by this 2. Scope of Services. Consultant agrees to perform the services identified on Exhibit"A" U Agreement,faithfully observe and comply with all federal,state,and local laws, attached hereto including the provision of all labor. 19 ordinances and regulations,applicable to the services to be rendered under this e, Agreement. 3. Time for Performance. This Agreement shall commence April 18,2023 and continue 7. Aud'. Upon request,Consultant will submit their most recent financial information. until work is done. Work performed consistent with this Agreement during its term,put �C po 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 a. Upon request the County shall have the option of performing an onsite review of essence in the performance of this Agreement. all records,statements,and documentation. 4. Payment. The Consultant shall be paid by Jefferson County for completed work and for b. If the County finds indications of potential non-compliance during the monitoring services rendered under this Agreement as follows: process,the County shall notify Consultant within ten(10)days.The County and Consultant shall meet to discuss areas of contention in an attempt to resolve a. Payment for the work provided by Consultant shall be made as provided on issues. Exhibit"A"attached hereto,provided that the total amount of payment to Consultant shall not exceed$167,481,in accordance with Section B.of Exhibit A, 8. Indemnification. The Consultant shall defend,indemnify and hold the County,its without express written modification of the Agreement signed by each Party. officers,officials,employees,agents and volunteers(and their marital communities) harmless from any claims,injuries,damages,losses or suits,including attorney's fees, b. Invoices must be submitted by the 15°i of the month for the previous month's arising out of or resulting from the acts,errors or omissions of the Consultant in expenses.Such invoices will be checked by the County,and upon approval performance of this Agreement,except for injuries and damages caused by the sole thereof,payment will be made within 30 days to the Consultant in the amount negligence of the County. Should a court of competent jurisdiction determine this approved. Failure to submit timely invoices and reports pursuant to Exhibit B of Agreement is subject to RCW 4.24.115 if liability for damages occurs arising out of the Agreement may result in a denial of reimbursement. Invoices not submitted bodily injury to persons or damages to property caused by or resulting from the within 60 days may be denied. concurrent negligence of the Consultant and the County,its officers,officials,employees, agents and volunteers(and their marital communities)the Consultant's liability, c. Final payment of any balance due the Consultant of the total contract price earned including the duty and cost to defend,shall be only for the Consultant's negligence. It is will be made promptly once the County verifies completion of the work and further specifically understood that the indemnification provided constitutes the submittal of reports under this Agreement and acceptance by the County. Consultant's waiver of immunity under Industrial Insurance,Title 51 RCW,solely for the purposes of this indemnification.This waiver has been mutually negotiated by the parties. d. Consultant shall provide invoices and necessary backup documentation for all This section shall survive the expiration or termination of this Agreement. services including timesheets and statements(specifying the services provided). Any indirect charges require the submittal of an indirect cost methodology and 9. Insurance. Prior to commencing work,the Consultant shall obtain at its own cost and rate using 2 C.F.R.Part 255 and 2 C.F.R.Part 230. expense the following insurance coverage specified below and shall keep such coverage in force during the terms of the Agreement. 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 a. Commercial Automobile Liability Insurance providing bodily injury and property six(6)years after final payments. Copies shall be made available upon request, 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 5. Ownership and Use of Documents. All non-confidential or de-identified documents, $500,000 each occurrence with the County named as an additional insured in drawings,specifications,and other materials produced by the Consultant in connection I 2 DocuSign Envelope ID:67892884-3376,45CC-BD6C-A47883B14726 DowSlgn Envelope ID:67692 8 84.337 6-45CC-BDeC-A47863BI4726 connection with the Consultant's performance of this Agreement. This insurance insurance requirements be construed to conflict with or otherwise limit the shall indicate on the certificate of insurance the following coverage:(a)Owned obligations concerning indemnification of the County. automobiles;(b)Hired automobiles;and,(3)Non-owned automobiles. g. The Consultant's insurers shall have no right of recovery or subrogation against b. Commercial General Liability Insurance in an amount not less than a single limit the County(including its employees and other agents and agencies),it being the of one million dollars($1,000,000)per occurrence and an aggregate of not less intention of the parties that the insurance policies,with the exception of than two(2)times the occurrence amount($2,000,000.00 minimum)for bodily Professional Liability Insurance,so affected shall protect both parties and be injury,including death and property damage,unless a greater amount is specified primary coverage for all losses covered by the above described insurance. in the contract specifications.The insurance coverage shall contain no limitations h. Insurance companies issuing the policy or policies shall have n recourse against on the scope of the protection provided and include the following minimum the County(including its employees and other agents and agencies)for payment coverage: of any premiums or for assessments under any form o po Icy. i. Broad Form Property Damage,with no employee exclusion; i. All deductibles in the above described insurance policies shall be assumed by and ii. Personal Injury Liability,including extended bodily injury; be at the sole risk of the Consultant. iii. Broad Forth Contractual/Commercial Liability—including coverage for j. Any deductibles or self-insured retention shall be declared to and approved by the products and completed operations; 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 iv. Premises—Operations liability(M&C); retention,or the Consultant shall procure a bond guaranteeing payment of losses and related investigations,claim administration and defense expenses. v. Independent Consultants and subcontractors; k. Insurance companies issuing the Consultant's insurance policy or policies shall vi. Blanket Contractual Liability. 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 c. The County shall be named as an"additional named insured"under all insurance insurance policy. policies required by this Agreement,except Professional Liability Insurance when not allowed by the insurer. 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 d. Such insurance coverage shall be evidenced by one of the following methods:(a) payment due,or to become due,to the Consultant until the Consultant shall Certificate of Insurance;or,(b)Self-insurance through an irrevocable Letter of furnish additional security covering such judgment as may be determined by the Credit from a qualified financial institution. County. e. The Consultant shall fumish the County with properly executed certificates of in. Any coverage for third party liability claims provided to the County by a"Risk insurance that,at a minimum,shall include: (a)The limits of overage;(b)The Pool"created pursuant to Ch.48.62 RCW shall be non-contributory with respect project name to which it applies;(c) The certificate holder as Jefferson County, to any policy of insurance the Consultant must provide in order to comply with Washington and their elected officials,officers,and employees;and,(d)A this Agreement. 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 n. The County may,upon the Consultant's failure to comply with all provisions of insurance or certificate indicating the County are"additional insureds"to a policy this Agreement relating to insurance,withhold payment or compensation that obtained by the Consultant refers to an endorsement(by number or name)but would otherwise be due to the Consultant. 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 o. The Consultant's liability insurance provisions shall be primary and to the County. Certificates of coverage as required by this section shall be noncontributory with respect to any insurance or self-insurance programs delivered to the County within fifteen(15)days of execution of this Agreement. covering the County,its elected and appointed officers,officials,employees,and agents. 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 3 4 DocuSlgn Envelope ID:57692884-337845CC-BD6C-A47863814726 DocuSlgn Envelope ID:67e92B84-337645CC-8MC-A47893B14726 p. Any failure to comply with reporting provisions of the insurance policies shall not d. The Consultant expressly waives by mutual negotiation all immunity and affect coverage provided to the County,its officers,officials,employees,or 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 agents. would otherwise be applicable in the case of such claim. 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 e. If the County incurs any costs to enforce the provisions of this subsection,all cost and fees shall be recoverable from the Consultant. liability. r. The Consultant shall include all subcontractors as insured under its insurance 11.Independent Consultant. The Consultant and the County agree that the Consultant is an policies or shall furnish separate certificates and endorsements for each independent contractor with respect to the services provided pursuant to this Agreement. subcontractor. All insurance provisions for subcontractors shall be subject to all The Consultant specifically has the right to direct and control Consultant's own activities, the requirements stated herein. and the activities of its subcontractors,employees,agents,and representatives,in providing the agreed services in accordance with the specifications set out in this s. The insurance limits mandated for any insurance coverage required by this Agreement. Nothing in this Agreement shall be considered to create the relationship of Agreement are not intended to be an indication of exposure nor are they employer and employee between the parties. Neither Consultant nor any employee of limitations on indemnification. 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, t. The Consultant shall maintain all required insurance policies in force from the vacation pay;holiday pay;sick leave pay;medical,dental,or other insurance benefits; time services commence until services are completed. Certificates,insurance fringe benefits;or any other rights or privileges afforded to County employees. The policies,and endorsements expiring before completion of services shall be County shall not be responsible for withholding or otherwise deducting federal income promptly replaced. All the insurance policies required by this Agreement shall tax or social security or for contributing to the state industrial insurance program, provide that thirty(30)days prior to cancellation,suspension,reduction or otherwise assuming the duties of an employer with respect to Consultant,or any material change in the policy,notice of same shall be given to the County. employee of Consultant. u. The Consultant shall place insurance with insurers licensed to do business in the 12. SubcontractingReauirements. State of Washington and having A.M.Best Company ratings of no less than A-, a. The Consultant is responsible for meeting all terms and conditions w this 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 Agreement including standards of service,quality of materials and workmanship, insurers or re-insurers licensed in the State of Washington. 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 v. The County reserve the right to request additional insurance on an individual basis liability for the actions and quality of services performed by any subcontractor. for extra hazardous contracts and specific service agreements. b. Every subcontractor must agree in writing to follow every term of this 10.Worker's ComMnsation(hidustrial Insurance). Agreement. The Consultant must provide every subcontractor's written agreement to follow every term of this Agreement before the subcontractor can a. If and only if the Consultant employs any person(s)in the status of employee or perform any services under this Agreement. The County must approve any employees separate from or in addition to any equity owners,sole proprietor, proposed subcontractors in writing. partners,owners or shareholders of the Consultant,the Consultant shall maintain workers'compensation insurance at its own expense,as required by Title 51 c. Any dispute arising between the Consultant and any subcontractors or between out involvement of any kind on the part of RCW,for the term of this Agreement and shall provide evidence of coverage to subcontractors must be resolved with the County,upon request. the County and without detrimental impact on the Consultant's performance required by this Agreement. b. Worker's compensation insurance covering all employees with limits meeting all applicable state and federal laws.This coverage shall include Employer's 13.Covenant A¢ainst Contingent Fees. The Consultant warrants that he has not employed or Liability with limits meeting all applicable state and federal laws. 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 c. This coverage shall extend to any subcontractor that does not have their own any company or person,other than a bona fide employee working solely for the worker's compensation and employer's liability insurance. Consultant,any fee,commission,percentage,brokerage fee,gifts,or any other 6 5 Dow Sign Envelope ID:676926643376-45CC-BD6C-A4 786 38 7 4 726 DowSlgn Envelope 10:67692884-3376-45CC-BD8C-A47863Bt4726 consideration contingent upon or resulting from the award or making of this Agreement. Jefferson County Risk Manager For breach or violation of this warranty,the County shall have the right to annul this Y.O.Box 1220 Agreement without liability or,in its discretion to deduct from the contract price or Port Townsend,WA 98368 consideration,or otherwise recover,the full amount of such fee,commission,percentage, Notices to Consultant shall be sent to the following address: brokerage fee,gift,or contingent fee. 14.Discrimination Prohibited. The Consultant,with regard to the work performed by it Name:SWCA Environmental Consultants under this Agreement,will not discriminate on the grounds of race,color,national origin, Address:1800 NW Upshur St,Ste.100,Portland,OR 97209 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. 19.Integrated AgEeement, This Agreement together with attachments or addenda represents the entire and integrated Agreement between the County and the Consultant and 15.No Assignment. The Consultant shall not sublet or assign any of the services covered by supersedes all prior negotiations,representations,or agreements written or oral. No this Agreement without the express written consent of the County. Assignment does not representation or promise not expressly contained in this Agreement has been made. This include printing or other customary reimbursable expenses that may be provided in an Agreement supersedes all prior or simultaneous representations,discussions, agreement. negotiations,and agreements,whether written or oral,by the County within the scope of 16.Non-Waiver. Waiver by the County of any provision of this Agreement or any time this Agreement. The Consultant ratifies and adopts all statements,representations, warranties,covenants,and agreements contained in its proposal,and the supporting limitation provided for in this Agreement shall not constitute a waiver of any other material submitted by the Consultant,accepts this Agreement and agrees to all of the provision. terms and conditions of this Agreement. 17.Termination. 20.Modification of this Agreement. This Agreement may be amended only by written a. The County reserves the right to terminate this Agreement at any time without instrument signed by both County and Consultant. cause by giving ten(10)days written notice to the Consultant.Consultant may 21.Disputes. The Parties agree use their best efforts to prevent and resolve disputes terminate this Agreement at any time without cause by giving(10)days written before they escalate into claims or legal actions. Any disputed issue not resolved notice to the County. pursuant to the terms of this Agreement shall be submitted in writing within 10 days to b. The County shall give the Consultant written notice and a reasonable opportunity this Agreement is terminated for cause. the County representative listed in Section 18.,whose joint decision in the matter shall be to cure before c. In the event the death of a member,partner,or officer of the Consultant,or any 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 of its supervisory personnel assigned to the project,the surviving members of the party in such action shall bear the cost of its own attorneys fees and court costs. Any Consultant hereby agree to complete the work under the terms of this Agreement, legal action shall be initiated in the Superior Court of the State of Washington for if requested to do so by the County. This section shall not be a bar to Jefferson County. The Parties agree that all questions shall be resolved by application of renegotiations of this Agreement between surviving members of the Consultant and the County,if the County so chooses. 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 d. The County reserves the right to terminate this contract in whole or in part,with Consultant hereby consents to the personal jurisdiction of the Superior Court of the State 10 days'notice,in the event that expected or actual funding from any funding of Washington for Jefferson County. source is withdrawn,seduced,or limited in any way after the effective date of this agreement. In the event of termination under this clause,the County shall be 22.Section a only es. The headings of the sections fe this Agreement are for convenience of liable for only payment for services rendered prior to the effective date of reference only and are not intended to restrict,affect,se ti of any weight a the interpretation or construction of the provisions of the sections or this Agreement. termination. 18.Notices. All notices or other communications which any party desires or is required to 23.Limits of Any Waiver of Default. No consent by either party to,or waiver of,a breach give shall be given in writing and shall be deemed to have been given if hand-delivered, by either party,whether express or implied,shall constitute a consent to,waiver of,or sent by facsimile,email,or mailed by depositing in the United States mail,prepaid to the excuse of any other,different,or subsequent breach by either party. 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: 8 7 DocuSlgn Envelope 10:67892884.3378-45CGBDBC-A47863B74726 DmuSgn Envelope 10:67892884-337845CC.BDSC-A47863814726 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 JEFFERSON COUNTY WASHINGTON SWCA Environmental Consultants 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 Board of County ommissioners in taking any action in connection with,shall not waive such breach or default. lefferson,tpunty Washington 25.Severability. 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 By '/f Z S Gam, remainder of this Agreement and the application this Agreement shall not be affected and deg 6fotherton,Chair Date SWCA environmental Consultants shall be enforceable to the fullest extent permitted by law. G,/� �WJ'�— S�1 2 Date: 26.Binding on Successors.Heirs and Assigns. This Agreement shall be binding upon and BY S inure to the benefit of the parties'successors in interest,heirs,and assigns. Kat an.Commissioner Date 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. By: Heidi Eisenhour,Commissioner Date 28.No Third-party Beneficiaries, The parties do not intend,and nothing in this Agreement f0 s�FFERSpti v1 shall be construed to mean,that any provision in this Agreement is for the benefit of any SEAL: person or entity who is not a party. '0' 01 A:"a ATTEST: 29.Sienature in Counterparts. 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 (GLv+4 S /Z O� ` ,r as if all the parties had signed the original. � ��43hINGjP Carolyn Gliklaway Date 30.Facsimile and Electronic Si nag tures. The parties agree that facsimile and electronic Clerk of the Board signatures shall have the same force and effect as original signatures. Approved as to form only: 31.Arms-Length Negotiations. The parties agree that this Agreement has been negotiated at ,�,I arms-length,with the assistance and advice of competent,independent legal counsel. Q /� April 28,2023 32.Public Records Act. Notwithstanding any provisions of this Agreement to the contrary, Philip C.Hunsucker Date to the extent any record,including any electronic,audio,paper or other media,is required Chief Civil Deputy Prosecuting Attorney 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) 10 9 DocuSign Envelope ID.67692884-337845CC-BD6C-A47863Bl4728 DocuSign Envelope lD:67692884-3376-45CC-BD6C-A47863Bl4728 EXHIBIT A 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 The following has been copied from an RFP response submitted to the County on March 10, County,Jefferson County Fire Districts,and the County Forestry consultant,SWCA 2023 as an application for this work. recommends a diverse and collaborative team with representatives from the following communities:Bridgehaven,Brinnon,Cape George,Chimacum,Discovery Bay,Irondale,Kala PROJECT APPROACH AND METHODOLOGY 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.PROJECT UNDERSTANDING a CWPP 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 The SWCA Environmental Consultants(SWCA)Team will work with Jefferson County to working ties.The Advisory Group will be responsible for contributing necessary data,reviewing understand the County's needs and adapt and finalize the approach for the countywide SWCA's risk assessment,and developing project recommendations.An Excel spreadsheet Community Wildfire Protection Plan(CWPP).Our project understanding and approach will documenting items reviewed will also be prepared to inform the Advisory Group of our progress. meet the County's top priorities,goals,and objectives while also accounting for unique The Advisory Group meetings are discussed in more detail under Phase 2 below. conditions and land use differences between various land management entities.SWCA has used our professional experience and judgement to craft a scope of work that will align with Task 1 a.Conduct Stakeholder Interviews guidelines for CWPPs set forth in the 2003 Healthy Forests Restoration Act.We propose to develop one countywide document that provides assessments for the communities identified in Per Advisory Group guidance,SWCA will conduct four separate 30-minute-long virtual the request for proposals(RFP).We have proposed tasks within the Phase structure outlined in interviews with stakeholders and decision makers representing leadership in the project area who the RFP.This scope deviates from the scope outlined in the RFP;however,we are confident that may include the Board,county staff,local government chief executives,and the Department of our almost two decades of experience developing CWPPs across the country will result in a Emergency Management.The interviews will help identify potential partners or collaboration technical and digestible high-quality CWPP that is backed by rigorous science,community opportunities,as well as project needs and mitigation strategies.Additionally,stakeholder groups engagement,and diverse collaboration.While we are engaged on other projects,we are such as local conservation districts,watershed groups,land trusts,and other land management managing our workload accordingly and have the staff necessary to meet the needs of this agencies will have the opportunity to engage with the planning process through communications project. with Advisory Group representatives,public outreach,a comment period,and web surveys. B.PROJECT METHODOLOGY AND DELIVERABLES Task 2.Data Gathering and Management PHASE 1:DISCOVERY 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 Task 1,Kick-off Meeting and Identify Advisory Group Membership 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 SWCA will convene a virtual project kick-off meeting with the County lasting up to one(1) Jefferson County 2016 Hazard Mitigation Plan to reduce redundancies and support CWPP hour.The purpose of this meeting is to introduce the SWCA Team,collaboratively identify the authorship.Existing mapping services such as Washington State's Fire Prevention and Fuel project's County-wide Wildfire Advisory Working Group("Advisory Group"),discuss the Management Mapping System,Forest Practices Application Mapping Tool(FPAMT),and the strategic planning process and Jefferson County Board of Commissioners("Board")objectives, U.S.Forest Service's(USFS's)Wildfire Risk to Communities mapping website will be reviewed outline the roles and responsibilities for the project,and establish a preliminary schedule.SWCA for pertinent information and data.SWCA will use a combination of ESRI software and will schedule and host the meeting,develop a PowerPoint,invite attendees,and take notes. Microsoft Office Suite applications to compile and organize data to ensure that the County can SWCA will deliver the final work plan and project schedule within 14 business days ofthe edit and comment on all data sets and products.If the County has specific recommendations for meeting.Developing strategic partnerships early in the project will also enable involved parties additional tools,those will be incorporated into our data gathering process.To facilitate easy file to effectively implement and collaborate on cooperative land management projects within transfers,SWCA will establish a project SharePoint site to share research data,the initial draft County lands once the CWPP is adopted.With land managers in the County spanning local, CWPP outline,and other requested project components from the Advisory Group.SWCA will state,and federal jurisdictions,working together to understand each other's needs and barriers ensure industry standards are met for documenting methods and results of all analysis and opens opportunities for cooperative planning accomplishments.Key partnerships and technical work so that results are reproducible. 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. 12 ll Docu8lpn Envelope ID:67692884.3376-45CC-BDBGA47863814726 DwuSlgn Envelope ID:87692aa4-3376-45CCG806C-A47883814726 PHASE 2:MEET AND RETREAT 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. Task 4.Host Advisory Group Meetings SWCA will document the Advisory Group's final comments and will incorporate any changes to the CWPP prior to public review. 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 Task 3.Establish Community Base Maps 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 In collaboration with the Advisory Group,SWCA will establish community base maps for the strive to communicate clearly,engage in open discussions,and then ask the members of the CWPP.The maps will present information that includes population centers and jurisdictional Advisory Group to make meaningful decisions.This approach allows each team member to boundaries,highly valued natural,cultural,and socioeconomic resources and assets,ingress and understand their role,how their unique concerns will be addressed,and how this project is driven egress routes,land ownership boundaries,critical infrastructure,fire history,and previous fuels by them. treatments.Notably,SWCA,with input from the Advisory Group,will also delineate community Wildland Urban Interface(WUI)boundaries to inform project prioritization determinations.All SWCA will also facilitate three Advisory Group meetings through several stages of the project CWPP map products will be built in an ESRI web mapping application for easy dissemination to development process,with two being held virtually and one taking place in person.If it is the County and all Advisory Group members. 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. Task 4a.Host Public Engagement Meetings SWCA will be responsible for meeting coordination and scheduling,creating PowerPoints, providing agendas,recording meeting transcripts,taking meeting notes,and distributing notes SWCA suggests incorporate hosting four nt in-person perceptions public outreach events(with a virtual option)that are and action items within 1 week after the meetings. 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 Advisory Group Meeting 1(Virtual):During the first Advisory Group meeting,SWCA will is digestible to a diverse audience.Any of these public engagement meetings will have the option provide an overview of initial lessons learned and recommendations based on our review of of being held remotely if it is decided to be the best use of resources,with in-person meetings previous efforts,existing plans,and survey results.The purpose of this meeting is to identify lasting up to 2 hours and virtual meetings lasting up to I hour.These meetings will be held planning considerations,management objectives,priority project areas,and desired focus areas regionally,with one for Notch Jefferson County(Port Townsend),one for Tri Area(Port for mitigation treatment recommendations.Prior to the meeting,SWCA will administer a survey Hadlock,Irondale,Chimacum),one for South County(Quilcene,Brinnon,etc.),and one for Port to Advisory Group members to gather input on the valuable landscapes and resources that are at Ludlow. 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 For all meetings,SWCA will develop agendas,establish Zoom or other virtual login links(if virtue]),and develop marketing materials,PowerPons presentations,maps,and interactive regarding the project schedule and goals,compiling public engagement strategies,fluid data content to engage community members in discussions around wildfire planning. sharing,and continued communication beyond scheduled meetings, Advisory Group Meeting 2(In-person):The purpose of Advisory Group Meeting 2 is to review For the scheduled in-person events,SWCA will work with the County during contracting to the risk analysis and develop risk reduction recommendations in a workshop setting.Using this determine the best format given the circumstances and resources available.SWCA assumes the risk assessment,SWCA will facilitate a process to identify areas of focus within the County, County will secure meeting venues.SWCA will develop a variety of printed marketing materials both immediate and those of potential concern over time.Once these areas have been like maps,sign-in sheets,comment forms,and posters.In-person events will be open-house style determined,SWCA will work collaboratively with the Advisory Group to establish mitigation where SWCA subject matter experts and Advisory Group members will be dispersed throughout recommendations that will best address the identified challenges and opportunities.To help the space to interact with attendees.Stations for each of the three core principles outlined in the direct conversations,the project methodology will be outlined and described in a detailed manner National Cohesive Wildland Fire Management Strategy(resilient landscapes,fire-adapted with the goal of maximizing project comprehension across varying levels of technical experience communities,and safe and effective wildfire response)will be set up to guide conversations. end specialization within the Advisory Group.Maps,flipcharts,and blank recommendation tables will also be available as resources for Advisory Group members. 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 Advisory Group Meeting 3(Virtual):The purpose of Advisory Group Meeting 3 is to discuss the additional fee),SWCA will translate meeting materials into Spanish to enhance engagement draft CWPP and allow the Advisory Group to provide feedback.SWCA will distribute a draft of 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 13 14 DocuSgn Envelope ID:67692884.3376-45CC-BD6C-M7863874726 DowSign Envelope ID:67692884-337845CC-BDeC•M78a3B14726 residents.The Advisory Group and community members will have the option of reviewing and behavior model derived from IFTDSS using a 97th percentile weather scenario for the purpose of commenting on CWPP documents during the draft review period.These options allow simulating extreme fire weather conditions.Before model results are finalized,outputs will be community members who are not able to attend the public meetings to review project calibrated and reviewed through discussions with the Advisory Group to ensure that results account for local fuels,topography,and fire history conditions. 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 pussible. Assess Fire History and ignition Risk PHASE 3:DOCUMENT AND REVIEW SWCA is aware of recent fires in Jefferson County,including the 2015 Paradise Fire,and will Task 5.Develop a Community Risk Assessment provide a detailed analysis of the area's fire history and assess future ignition risk.This will include a discussion of the County's historic fire regime.SWCA will also utilize the IFTDSS A significant component of the CWPP will be the development of a digital and written burn probability function to determine the potential for ignition and wildfire spread across community risk assessment.SWCA recognizes the Board's desire to complete the risk landscapes within the County.Parameters such as location,topography,ignition source,size, assessment process by the end of the summer and will work closely with the Advisory Group to fuel,and severity of past wildfires will be incorporated into our analysis,and our modeling identify high-priority communities that will be the initial focus of the Community Risk procedure will produce a composite wildfire assessment that rates land as having a high, Assessment and/or on-the-ground structure assessments.SWCA proposes an optional addition to medium,or low risk of wildfire.The assessment will be used to prioritize areas for treatment the community risk assessment consisting of on-the-ground structure and infrastructure risk recommendations. assessments(see optional Task 513).SWCA will conduct a preliminary desktop analysis ofthe County to identify wildfire risks and hazards for the purpose of identifying high-priority Firefighting Capability and Wildfire Readiness communities that would benefit from an on-the-ground risk assessment.Upon Advisory Group The CWPP will include an analysis of existing firefighting capability and the fire protection approval,on-the-ground risk assessments will be completed on a community scale,during the district's current preparedness to respond to wildfires.We will provide recommendations for same week as Advisory Group meeting 2,in the interest of saving on travel and lodging costs. improving firefighting capability and wildfire readiness through the development of the CWPP. The community risk assessment will use existing local planning data(see Task 2)and externally Our team will encourage the Advisory Group to provide input on local wildfire preparedness for sought spatial data(see Task 3)to create a comprehensive Jefferson County community risk the purpose of identifying vulnerable areas that require solutions and priorities for action.The assessment.The process will culminate in the assessment being used to identify and assign risk final CWPP will support future funding and grant efforts for firefighting operations across the categories(e.g.,high,medium,and low)to landscapes and WUI communities based on expected County. 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 Assessment of Other Community Values at Risk behavior,fire history and ignition,and infrastructure.Methodologies will be documented in detail and are described below. Our team will encourage community involvement through the public outreach process to develop Determine Wildfire Fuels Hazards and Model Fire Behavior 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 '1'o inform our risk assessment,baseline fuels data(the 40 Scott and Burgan Fire Behavior Fuel Inventory Areas.SWCA realizes the value of Jefferson County's natural resources and the Model)will be obtained from the most recent national LANDFIRE database.If needed, revenue that is generated from tourism around the natural environment.Thus,we will identify additional data may be obtained from the Washington Department of Natural Resources and document these economically important recreation and cultural resources that are valued by Geographic Information System(GIS),Jefferson County's G1S,and the USFS's Wildfire Risk to the communities and analyze wildfire impacts on the County's natural resources such as forests, Communities database.Accurate assessment of potential fire behavior will be achieved using fire rangelands,aquatic resources,and watersheds,as well as impacts on critical wildlife habitat, recreational sites,places of cultural or historical significance,critical infrastructure,and 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 residential properties in the WUI.These will be prioritized when formulating treatment behavior parameters—flame length,rate of spread,fireline intensity,landscape burn probability, recommendations,and SWCA will consult with federal and state land management agencies ember exposure,and crown fire potential--across landscapes.Additional spatial data t}om the throughout this process. USFS's Wildfire Risk to Communities,such as vulnerable populations and burn probability,will 'Task 5a(Optional)On-the-Ground Structural Hazard Assessments 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 SWCA recognizes the County's limited resources and will work with the Advisory Group to risk assessment will include an analysis of the fuels within the project area as well as a fire evaluate the need for on-the-ground hazard assessments in high-priority communities.Results 15 16 DocuSign Envelope ID:87692884-337645CC-BD6C-M7863B14726 Dow ign Envelope ID:87692884-3376-45CC-BDBGM7863B14726 from these assessments typically reveal important information about ingress-egress,building 1.Resilient Landscapes:The action plan will focus on recommendations for hazardous fuels construction,defensible space,and fire response access that cannot be determined from a reduction actions to reduce landscape-scale wildfire threats.Recommendations will include desktop analysis.If chosen,the assessments will be a primary driver of identifying high-priority priorities,types,and methods of treatment on public and private land to protect forests, community mitigation measures.If needed,we will use the 2013 National Fire Protection communities,and infrastructure. Association 1144 Standards for Reducing Structure Ignition Hazards from Wildland Fire(1144 2.Fire-Adapted Communities:The action plan will focus on recommendations for actions to on-the-ground assessment).Using our collaboratively delineated WUI map,the assessment will prevent structural ignitability(e.g.,defensible space)and provide public education and outreach. evaluate various factors related to wildfire risk in structural environments,including construction This could include recommendations on wildfire mitigation policies and standards,protecting materials,defensible space,fuels,proximity to organized fire response,ingress and egress routes, highly valued resources and assets,and fostering strategic coordination. and topography.Our team will use a digital form and web application using Surveyl23 and ESRI Field Maps to survey,capture,and document wildfire hazards across the decided-upon study 3.Safe and Effective Wildfire Response:The action plan will focus on recommendations that areas.SWCA has used this technology in ecosystems and communities across Colorado,Alaska, address firefighting capability and wildfire readiness in all communities,including possibilities and California to accurately collect,analyze,and report on field data for CWPP projects.All for improving emergency egress,response access,and emergency evacuation systems. field data will be shared with the County upon completion of the project. Recommendations for Building Code Updates Task 6 Develop Mitigation Strategies and Actions SWCA will be partnering with Justice Jones and Jerry McAdams,who will be working as trusted SWCA and the Advisory Group will engage in collaborative discussions around the modeled subconsultants during the CWPP drafting process.Mr.Jones and Mr.McAdams will be risk-hazard analysis and(if opted for)1144 on-the-ground assessment data to delineate potential providing their decades of expertise in structural and wildland fire to help guide the County in landscape-scale fuel treatment areas and communities/essential infrastructure in need of recommendations for future adoption of building codes to address structural ignitability and structural ignitibility treatments.SWCA firmly believes in responding to identified risks with the home hardening.Both Mr.Jones and Mr.McAdams have consulted with counties and development of achievable,actionable,and realistic wildfire prevention measures that can be municipalities on the appropriate use of building codes to guide the mitigation of wildfire-related acted on by all County community members to prevent devastating local wildfires.Therefore, losses and will bring this experience to bear in the development of the CWPP. 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 stakeholders who are responsible for PHASE 4:APPROVE AND LAUNCH 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 Task 7.Draft CWPP Group conversations. On route to preparing a comprehensive draft CWPP in accordance with the project schedule The recommendations will include manual,mechanical,and cultural treatment projects ('fable 3),if requested,SWCA will provide the Advisory Group with a draft outline of the (thinning,grazing,ditch maintenance,mowing,prescribed fire,prescribed herbivory,etc.)in CWPP for one round of revisions by the Advisory Group.Additionally,the draft forested and grassland ecosystems throughout the County,high-level recommendations for recommendation matrices(see Task 6)will be provided within 4 weeks of the second Advisory necessary building code updates(see below),and homeowner-scale wildfire mitigation Group meeting for one round of revisions by the Advisory Group.The completed draft CWPP recommendations.The plan will also provide strategies for increasing community wildfire will include project background,methods,results(risk assessment and Action Plan),and preparedness engagement by involving neighbors,homeowner associations,and the public,as reference components and will be submitted electronically to the Advisory Group 2 weeks before well as expected timelines and costs for task completion,task priority,methodologies and the third Advisory Group meeting.This will trigger a review and comment period for Advisory theories behind approaches,and contact information for useful resources.SWCA will work Group members.SWCA will then facilitate Advisory Group meeting 3 to present the revised closely with the Advisory Group to build into the plan appropriate funding sources for each draft CWPP and discuss revisions.The public will also be invited to provide written comments recommendation such as state and federal grants,an example being the Building Resilient on the draft document during a public review period following the third Advisory Group Infrastructure and Communities(BRIO)grant available through the Federal Emergency meeting. Management Agency and the Community Wildfire Defense Grants(CWDGs)available through Task 8.Final Draft Delivery the USFS. 'fo facilitate the CWPP's integration with national fire policy and funding sources and ensure Following the draft review,SWCA will incorporate appropriate feedback into the final CWPP. Washington State Forester approval,the action plan will align recommended mitigation tasks Following revisions,SWCA will then deliver a final electronic CWPP to the County and present with the following three main goals of the National Cohesive Wildland Fire Management findings to the Board of County Commissioners.We will also deliver all GIS files used to create Strategy: 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 IS 17 DocuSlgn Envelopa ID.676926843376-45CC-BDBC-M7863B74726 DocuSlgn Envelope ID:67692884-3376-45CC-BD6C-A47863Bt4726 communication skills and technical knowledge to concisely give project background maintained through the County account.Alternatively,SWCA can develop the story map on our objectives,and gain buy-in from diverse audiences.We ArcGIS online account and transfer the product upon completion of the project.Throughout nformation,identify goals and o encourage the following entities bj attend the presentation:Advisory Group members, development,SWCA's GIS team will make the story map available to the County and Advisory government t partners,community stakeholders,and business leaders. Group to review the design,functionality,and content to support the initial roll-out of the web mapping application. SWCA will present the final draft of the CWPP to the Board for approval.We have outlined the Task 10.Evacuation Modeling and Planning 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. 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 PHASE 5:OPTIONAL TASKS: task to use this modeling approach.If approved,SWCA will work with the Board and County to Task 9.Development of Esri Hub Site,Story Map,and Project Tracker 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 SWCA has substantial experience in developing Esri Interactive story maps for public determine the best approach for evacuation planning to support the CWPP. 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 Ladris way that illustrates data-rich,science-based information.The hub site forms the landing page for SWCA has a strong working relationship with Ladris to incorporate evacuations analysis with the project and provides links to the story map and other important content(e.g.,public meeting stakeholder outreach in comprehensive community planning across the United States. announcements and the community survey).The story map serves as a place where residents can Emergency managers,fire departments,law enforcement,and consultants use Ladris to model access project recommendations,interact with baseline mapping and risk assessment evacuation times and traffic levels for millions of"what-if'disaster scenarios.By enabling information,and seek mitigation measures they can take in and around their properties.Working emergency managers to plan more efficiently and in greater detail,Ladris enhances and allows with the County,the hub site can be integrated into other existing resources for visitors to the more time for community preparedness and resilience.Evacuation modeling can identify areas of County,helping educate and inform nonpermanent residents about hazards and emergency concern,evaluate strategies to reduce evacuation times,assess key infrastructure improvements, protocols for the area. prioritize areas needing mitigation,and bring critical awareness and education to the community The hub site deliverable will include S WCA's unique project tracking application that will about real situations where they live.With Ladris,users can dynamically model the impacts of ensure the CWPP remains sustainable and wildfire mitigation projects proposed in the plan are seasonal tourism,population influx,and changes in the number of heavy vehicles,including brought to fruition during plan implementation.The project tracking application will enable the RVs,on evacuation times and traffic conditions year-round.These assumptions can be modeled County to track fuel treatment projects and accomplishments as well as identify hurdles to down to the individual address level and modified to account for any type of"what-if scenario progress.It will provide real-time updates and the ability for multi-agency coordination and that might occur,making Ladris an ideal choice for communities seeking to mitigate hazards collaboration well after the completion of the CWPP project.Internally(within the County)the associated with tourism during peak disaster seasons. tracking system has the potential to host a project database,track funding,provide for improved Every community is different,and Ladris'modeling empowers cities and counties to plan for agency delegation,host spatially delineated working areas,and more.Externally(facing the their own unique evacuation situations,educate key stakeholders,and mobilize local public),the project tracker provides the ability to display statistics such as acres treated or dollars communities.Ladris'software facilitates stakeholder outreach via a public-facing component, spent,demonstrating progress towards the goal of wildfire resilience. helping emergency services professionals and leaders mobilize their communities in advance, The story map can be implemented as a platform for collaborative efforts in the event that educate key stakeholders ahead of time,and prepare for the magnitude of real evacuation events. Advisory Group meetings must be held virtually,and it can also provide interactive information We can work with the County to incorporate Ladris'Operator Evacuations Modeling Platform 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 into our hazard and risk assessment for the planning area.This information can help better inform final map products and prioritize mitigation measures. 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 SWCA would be happy to schedule a demonstration for the County to learn more about the community and agency websites and social media to maximize circulation.The final story map Ladris software and how it could be integrated into the CWPP. 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 AreGIS online account and that the story map will therefore originate from and be 20 19 DowSlgn Envelope ID:67692884-337846CC-BD6C.A47863B14726 DocuSlgn Envelope ID:67692884-3376-45CC-BD6C-A47863Bt4728 •All deliverables will be in an electronic format,except the outreach event(s)materials and ASSUMPTIONS printed materials for Advisory Group meetings.All digital files will be delivered using SWCA's •Deliverables produced by SWCA under Tasks I through 7 will be sent to the Advisory Group SharePoint software unless otherwise requested by the County. for one round of comments.Comments will be incorporated by SWCA,at which point the •There will be no more than one final presentation.This will be virtually or in person(optional deliverable will be considered final. task)at the discretion of the County Board of Commissioners. •The three Advisory Group meetings will be held with the Advisory Group and up to two •The County is responsible for gathering all required signatories for the CWPP. SWCA attendees.Meetings I and 3 will be virtual,and meeting 2 will be in person. •This project will be completed upon notice of completion. •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. C.ROLES AND RESPONSIBILITIES •In order to meet the aggressive project timeline and to consolidate travel costs,Advisory Group SWCA recognizes that the success of this project requires a team that is available,dedicated,and meeting 2,the in-person public engagement meetings,and the optional on-the-ground qualified;we make the commitment now to ensure that all project needs are met within the assessments will need to be completed during one SWCA team mobilization. County's budget and schedule.The following organizational chart details the roles and •The County is responsible for reserving spaces to hold public meetings.SWCA will assist in responsibilities for each key team member. recommending appropriately sized and logistically sound venues. Table 1.Roles and Responsibilities •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. Emily Geerv.Proiect Manager •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 Point of contact for Jefferson County the Advisory Group outline review has been completed may require additional funds and extend Lead all agency/contractor meetings the timeline for final deliverables. •Data provided to SWCA during the project will not change once received.In the event of a fire Oversee development of the CWPP and QA/QC of all deliverables 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 Assist Jefferson County review team document approval process deliverables as a result of a fire are necessary and desired,a scope and budget for the work will Participate in and facilitate meetings with the County,the Wildfire Advisory be prepared by SWCA at that time. •No major changes requiring additional data collection,analysis,or re-analysis will be needed Working Group,Board of County Commissioners,and key stakeholders 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 Facilitate public involvement engagement mapping products,after which SWCA will incorporate comments and the modeling outputs and Manage schedule and budget maps will be considered final. •SWCA assumes that there will be no more than 100 public comments on the draft plan.If more Breanna Plucinski.Assistant Proiect Manager comments are received,budget and schedule changes may be needed. - Secondary point of contact for Jefferson County •All data requests will be filled within 3 weeks of request.Data received outside this time frame may trigger budget and/or schedule changes. Technical authors and planners •W UI delineations will not change after they are approved by the Advisory Group. - bead task tracking and execution •Inclement weather,property access,and other external factors will not delay the 1144 on-the- ground assessment.It is assumed the 1144 on-the-ground assessment can be completed in 2 to 3 Assist Project Manager in execution of meetings and public engagement days. - Assist with managing schedule and budget 22 21 DowStgn Envelope ID:67692884-3376-45CC-BD6C-A47863814726 DowSlgn Envelope ID:67692884-3376-45CC-BD8C-A47883814726 Victoria Amato Technical Advisor and OA/OC Ensure the CWPP meets the objectives for the project PRICING NARRATIVE Design and execute stakeholder interviews To provide the County with the best possible value,and reflecting S WCA's commitment to the environment,we have reduced our standard staff billing rates for Emily Geery and Victoria QC of all interim and final deliverables to ensure consistency 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 Montiel Avala,Fire Planner holds true to one of our founding and core services—climate resilience. - Technical author and planner Table 1.Pricing Narrative for the Jefferson County CWPP LABORTASK :•. TOTAL Liz Iiitzfelder.Fire GIS HOURS ProjectDevelop maps and ESRI web mapping application Administration Management end 27 $3,752 3865 $3,752 dministradon 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 MeefingelOutreach 88 $12,386 $690 $13,076 Task 5.Risk Assessment-Desktop 40 $4,835 $4.835 Task 5a.Risk Assessment-On-the- 84 $10.495 $5,699 $16,193 Ground SNxdural Hazard Assessments(OPTIONAL) Task 6.Recommenda0ons 66 $12.000 $12,000 Task 7.Draft Document 204 $23,452 $23,452 Task 8:Final Doclsrlent and Virtual 100 $12.320 $12,320 Presentation 'Task 9:OPTIONAL-Story Map 45 $5,640 'Task 10;OPTIONAL-Evacuation 64 $13,184 $13,184 Modeling(SWCA Labor in additbn to the Ladd•software Ilceming agreement) Task 11:Ladds Software Agreement $15,600 TOTAL(wkh 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 information and assumptions: 23 24 DoasSlgn Envelope ID:67692884-3378-45CC-BDBC-M7853B74725 D.wSlgn Envelope ID:67892884-337645CC-BDBC-A47883Bl4728 • SWCA will create a basic story map or HUB site to present a concise overview of the EXHIBIT B project's essential details,but graphical elements will be limited. SAAS AGREEMENT FOR CLOUD BASED SERVICES • Task 9 will not include a project tracker. Task 10 additional information and assumptions: (ENTERPRISE VERSION) • 1 coordination meeting with SWCA,Ladris,and County. • The County will use the evacuation modeling software to test different scenarios using This Software as a Service Agreement(the"Agreement"),is between Ladris Technologies,Inc., their Ladris licenses. • 1 workshop(up to 2 hours)with SWCA and County to discuss evacuation scenarios a California Corporation("Ladris")with offices located at 10090 Stable Lane,Nevada City, using the County's Ladris license. California 95959 and Jefferson County WA("Customer"),with offices located at • SWCA to develop recommendations to enhance evacuation protocols and hazardous fuels .Ladris and Customer(each a"Party"and treatments. collectively,the"Parties")hereby agree,as of the Effective Date,as follows: • l follow up meeting with SWCA and County to refine the recommendations. • SWCA will develop a chapter within the C WPP to address evacuation analysis and Initial Definitons planning,not to exceed 15 pages in length. Section 1.01 Selected Terms Task 11:Ladris Software as a Service Agreement Effective Date means: Initial Term means:one year • The Ladris Software as a Service Agreement will be added to the SWCA contract as an Exhibit. Prior NDA means:N/A • As part of the SWCA contract,Jefferson County will enter into this agreement with Ladris under the terms stated in exhibit B. The business contact for Ladris is: The business contact for the Customer • Fees due under the Terms of Service set forth in Exhibit B will be paid by SWCA per is: terms of an agreement between SWCA and Ladris. Attn:Customer Service • The Ladris Software as a Service agreement will terminate at the same time as the S W CA Attn: Title: Ladris Technologies,lnc. contract ends or up to 12 months from the start date of the project. Title: • The fees for the Ladris Software as a Service Agreement will be included in the first Address:10090 Stable Lane invoice. Address: Nevada City,CA 95959 Project Schedule: • The project will be completed within 12 months of the start date. Tel.: +1(888)985-0031 Tel.: Fax: Email: service@ladris.com 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. 26 25 DocuSign Envelope 10:67692a84.3376-45CC-BDSC-A47983B14726 DocuSign Envelope ID:67692884-3376-45CC•BDBC-A47663B14728 "Ladris Materials"means the Specifications,Documentation and any and all other information, "Authorized User"means an employee of Customer authorized to use the Cloud Services data,documents,materials and other content,devices,methods,processes,hardware,software pursuant to Error!Reference source not found.and the other terms and conditions of this A and other technologies and inventions,including any deliverables,technical or functional greement. Independent contractors of Customer may also be Authorized Users to the extent, descriptions,requirements,plans or reports,that are provided to Customer or used by Ladris or and while,such independent contractors are engaged in the business of Customer. any Subcontractor in connection with the Cloud Services or Ladris Systems.For the avoidance "Cloud Services"means the Ladris Operator for wildfire evacuation modeling as made available of doubt,Ladris Materials include Ladris Data and Resultant Data,but do not include Third to Customer on a software as a service model and all new versions,updates,revisions, Party Materials or Customer Data. improvements and modifications of the foregoing,that Ladris uses to provide remote access to "Ladris Personnel"means all individuals involved in the performance of Cloud Services as and use of the Cloud Services. employees,agents or independent contractors of Ladris or any Subcontractor. "Contract Year"means the period of twelve(12)consecutive months during the Initial Tenn of "Ladris Systems"means the information technology infrastructure used by or on behalf of this Agreement,commencing on the Effective Date,and with,with respect to any contract Ladris to operate,maintain and make available the Cloud Services,including all computers, renewal,each subsequent period of twelve(12)consecutive months commencing on the software,hardware,databases,electronic systems(including database management systems)and anniversary of the Effective Date. networks,whether operated directly by Ladris or through the use of Subcontractors. "Covered Region"shall mean the jurisdictional boundaries of the Customer plus a buffer of an "Law"means any statute,law,ordinance,regulation,rule,code,order,constitution,treaty, additional 10 miles beyond such boundaries. The definition of Covered Region may be modified common law,judgment,decree or other requirement of any federal,state,local or foreign by Attachment I on Fees,Charges and Payments. government or political subdivision thereof,or any arbitrator,court or tribunal of competent "Customer Data"means information,data,images,video and other content,regardless of form jurisdiction. or medium,that is collected,downloaded or otherwise received from Customer or an Authorized "Losses"means any and all losses,damages,or other liabilities,awarded in a final judgment, User for processing by the Cloud Services,but does not include metadata derived from Customer including interest,awards,penalties,fines,costs and expenses,as well as reasonable attorneys' usage. fees;provided,however,that losses shall not include(i)any amounts resulting from loss of "Customer Systems"means the Customer's information technology infrastructure,including property,loss of services,personal injury,or death resulting from an evacuation or wildfire,or computers,software,hardware,databases,electronic systems(including database management (ii)loss resulting from any other hazardous activity. systems)and networks operated by Customer. "Open Source Program(s)"means any software,documentation or other material that contains, "Documentation"means any manuals,instructions or other documents or materials in any or is derived(in whole or in part)from,any software,documentation or other material that is medium,as updated from time to time,that the Ladris provides or makes available to Customer. distributed as free software,open source software(e.g.,Linux)or similar licensing or distribution models. "Harmful Code"means any software,hardware or other technology,including any virus,worm, "Person"means an individual,corporation,partnership,joint venture,limited liability entity, 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) governmental authority,unincorporated organization,trust,association or other entity. computer,software,firmware,hardware,system or network or(ii)any application or function of "Representatives"means,with respect to a Party,that Party's and its Affiliates'employees, any of the foregoing or the security,integrity,confidentiality or use of any data processed officers,directors,consultants and legal advisors. thereby,or(b)prevent a customer or end user from accessing or using the Cloud Services as intended by this Agreement. "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 "Intellectual Property Rights"means any and all patent,copyright,trademark,trade secret, Data that such Customer Data cannot be reverse engineered or otherwise identified from the database protection or other intellectual property rights laws,and all similar or equivalent rights inspection,analysis or further processing of such information,data ve content. Resultant Data or forms of protection,in any part of the world including any such intellectual property rights includes but is not limited to information,data or other content derived from Ladris'analysis of which come into existence following the Effective Date of this Agreement. Customer's access of the Cloud Services "Ladris Data"means(i)all data and information provided by the Cloud Services that is "Specifications"means the published technical description for the Cloud Services or proprietary to Ladris or its licensors,(ii) all metadata captured by the Cloud Services,including Documentation. time and duration of simulations,parameters set by Customer in running simulations,and frequency of use,and(iii)all Resultant Data. 28 27 DowSlgn Envelope 10:67692884-3376-45CC-BDBC-A47863814726 DowSlgn Envelope ID:67692884-337616CC-BD8r A47863814726 "Third Party Materials"means materials and information,in any forth or medium,including ARTICLE III. AUTHORIZATION AND CUSTOMER RESTRICTIONS. any open-source or other software,documents,data,content,specifications,APIs,products, Section 3.01 Authorization.Ladris authorizes Customer and its Authorized Users to access and equipment or components of or relating to the Cloud Services that are not proprietary to Ladris use the Cloud Services and such Ladris Materials as Ladris may supply to Customer for the or its licensors. internal use of Customer.This authorization is non-exclusive and non-transferable,other than as ARTICLE 11.CLOUD SERVICES. may be set forth in Section 15.06(Assignment). Section 2.01 Cloud Services.During the Term of this Agreement(set forth in Article X), Section 3.02 Prohibitions. Customer shall not(i)reverse engineer,disassemble,decompile, Ladris shall provide to Customer,and their Authorized Users access to the Cloud Services in decode,adapt or otherwise attempt to derive or gain access to the source code or object code of substantial conformity with the Specifications.This right to use shall be non-exclusive and the Cloud Service software,in whole or in part,or(ii)copy,modify,or prepare derivative works modeling with respect to evacuations shall extend to the Covered Region only. The Cloud of the Cloud Service software or the Ladris Materials. Services shall be provided 24 hours per day,seven days per week every day of the year,except Section 3.03 Additional Limitations and Restrictions.Customer shall not,and shall not permit as provided in Article 5(Service Levels and Service Credits.) any other Person to,copy,distribute,reproduce,incorporate,use,or access the Cloud Services or Section 2.02 Cloud Services and System Control.Except as otherwise expressly provided in Ladris Materials in any manner except as expressly permitted by this Agreement and,in the case this Agreement,as between the parties: 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 a) the Cloud Services,Ladris Materials and Ladris Systems shall be operated,maintained source license)expressly permits: and managed by Ladris; a) access or use the Cloud Services other than through the use of valid Access Credentials; b) the Cloud Services may be operated on hardware and at locations owned,maintained and b) input,upload,transmit or otherwise provide to or through the Cloud Services any managed by a third-party supplier to Ladris;and information or materials that are unlawful,injurious,or contain,transmit or activate any c) Customer will retain sole control over the operation,maintenance and management of the Harmful Code; Customer Systems,and shall have sole responsibility for all access to and use of the c) remove,delete,alter or obscure any trademarks,terms of service,warranties or Cloud Services and Ladris Materials by or through the Customer Systems,including any: disclaimers,or any copyright,trademark,patent or other intellectual property or (i)Customer Data,or other information,instructions or materials provided by Customer proprietary rights notices from the Cloud Services or Ladris Materials,including any or any Authorized User;and(ii)the distribution of Customer Data based on use of the copy thereof;or Cloud Services, d) access or use the Cloud Services or Ladris Materials for the development of a competing Section 2.03 Changes.Ladris reserves the right,in its sole discretion,to make any changes to software service or product or any other purpose that is to Ladris'detriment or the Cloud Services and Ladris Materials that it deems necessary or useful to:(a)maintain or commercial disadvantage. enhance(i)the quality or delivery of Ladris'Cloud Services to its customers,(ii)the competitive ARTICLE IV. SUPPORT. 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 4.01 Customers. Support and maintenance shall be provided for Customers as set forth Section 2.04 Subcontractors.Ladris may from time to time in its discretion engage third parties in Attachment 2. to operate,maintain,and make available perform the Cloud Services(each such third party being ARTICLE V. SERVICE LEVELS AND CREDITS. a"Subcontractor"). Section 2.05 Suspension or Termination of Cloud Services.Ladris may,directly or indirectly, Section 5.01 Service Levels.During the Term of this Agreement,Ladris will use commercially suspend,terminate or otherwise deny access to or use of all or any part of the Cloud Services or reasonable efforts to make the Cloud Services Available at least 99.5%of the time as measured Ladris Materials by Customer,or any Authorized User if:(a)Ladris receives a judicial or other over the course of each calendar month during the Term(each such calendar month,a"Cloud governmental demand or order,or law enforcement request that requires Ladris to do so;or(b) Service Period"),excluding unavailability as a result of any of the Exceptions described below in Ladris believes,in its good faith and sole discretion,that:(i)Customer or such Authorized User Section 5.04(the"Availability Requirement")."Service Level Failure"means a material failure has failed to comply with any material term of this Agreement,or accessed or used the Cloud of the Cloud Services to meet the Availability Requirement."Available"means the Cloud Services beyond the scope of the rights granted;or(ii)Customer or such Authorized User is,has Services are available for access and use over the Internet and are operating in substantial been,or is likely to be involved in any fraudulent,misleading or unlawful activities.This Section accordance with the Specifications. 2.05 does not limit any of Ladris'other rights or remedies,whether at law or in equity. 30 29 DocuSign Envelope ID:67692884-3376-45CC-13D6C.A47863B14726 DocuSign Envelope ID:67692884-3378-45CC•BDBC-A47883014726 Section 5.02 Service Level Failures and Remedies.In the event of a Service Level Failure,and Percentage of Availability =100 x (Anticipated Available Minutes—Unavailable Minutes) 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 Anticipated Available Minutes 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 In this Percentage of Availability formula: forth in Section 5.03 below. "Anticipated Available Minutes"means the Total Minutes less the Excluded Minutes. Percentage of Amount of Service Availability Credit "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 between 98.0%and 99.5% 10% determined by Ladris. between 95.0%and 98.0% l8% "Unavailable Minutes"means the number of minutes during the relevant Cloud Service Period that the Cloud Services were not available,not including Excluded Minutes. below 95.0% 400/9 "Total Minutes"means the total number of minutes in the relevant Cloud Service Period. In addition,all Service Credits shall be subject to the following: 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 a) Ladris has no obligation to issue any Service Credit unless Customer requests such be considered not Available nor any Service Level Failure be deemed to occur that is due,in Service Credit and provides to Ladris the supporting information set forth in Section whole or in part,to any: 5.02(b)below within seven(7)days following the end of the applicable Cloud Service Period; a) access to or use of the Cloud Services by Customer or any Authorized User,or using b) Customer must provide to Ladris all information necessary to document the Service Customer's or an Authorized User's Access Credentials,in a manner that does not strictly Level Failure,including without limitation,log files showing the period(s)when the comply with this Agreement and the Documentation; Cloud Services were not Available,the date(s)and time(s)on which they occurred,the b) Any delay or failure of performance caused in whole or in part by Customer's delay in number and location(s)of the affected Authorized Users(if applicable);descriptions of performing,or failure to perform,any of its obligations under this Agreement; Customer's attempts to resolve the matter;and any other pertinent information; c) Customer's or its Authorized User's Internet connectivity; c) in no event will a Service Level Credit for any Cloud Service Period exceed fifty percent d) Force Majeure Event; (50%)of the total Fees that would be payable for that Cloud Service Period if no Service e) Scheduled Downtime in accordance with Section 5.05;and Level Failure had occurred; f) any suspension or termination of Customer's or any Authorized Users'access to or use of d) if a dispute arises with respect to any Service Level Failure,Ladris will make a good faith the Cloud Services as permitted by this Agreement. determination to resolve the dispute based on its system logs,monitoring reports, configuration records,and other available information,which Ladris shall make available Section rat Scheduled Downtime.Ladris will use commercially reasonable efforts s,give to Customer upon Customer's request;and Customer at least five hours prior notice of all scheduled outages of the Cloud Services, e an Service Credit payable r' Customer under this Agreement will be issued to Customer Scheduled Downtime"shall mean any such scheduled outage for which at least five hours prior Y P Y BTa notice has been given and which does not persist for more than 90 consecutive minutes. There in the calendar month following the Cloud Service Period in which the Service Level shall not be more than one Scheduled Downtime event per week. 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 5.06 Cloud Service Support.Basic Cloud Service Support is included in the License Section 5.03 Measurement.If the Cloud Services are provided from servers operated and Fee set forth in Attachment 1.Customer may purchase enhanced support for Cloud Services separately at Ladris'then-current rates. maintained by a nationally recognized cloud service provider(such as A W S or Azure),then availability will be measured by such provider's standard processes and formulas therefore. In ARTICLE VI. SECURITY. all other cases,the percentage Availability shall be calculated according to the following formula: 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 31 Dow&gn Envelope ID:67692884.3376-45CC-BD6C-A47863814728 DocuSign Envelope ID:67892a&1.3376-45CC-BDBC-A47863814726 "Privacy and Security Policy")a summary of which is available to Customer upon request. Section 7.04 Payment.Customer shall pay all Fees in US dollars within thirty(30)days Subcontractors which supply platforms for the operation of Cloud Services may have their own following the date of the invoice therefore. Customer shall make payments to the address or security policies,which may be available to Customer upon request. 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 Section 6.02 Prohibited Data.Customer agrees that it shall not submit the following categories conformity with this Agreement. of information(each of the following being"Prohibited Data")to Ladris for processing: Section 7.OS Late Payment.If Customer fails to make any payment when due then,in addition a) Personal Information without appropriate consent or authorization under applicable Law; to all other remedies that may be available,if such payment is not made within 90 days of the b) Content or other data(including video)that Customer does not have full rights to copy, date when due,Ladris may charge interest on the past due amount at the rate of 1.5%per month transmit,store,process or distribute; or,if lower,the highest rate permitted under applicable Law. i. articles,services and related technical data designated as defense articles or defense ARTICLE VQI. INTELLECTUAL PROPERTY RIGHTS. services, ii. data that is classified and or used on the U.S.Munitions list and Section 8.01 Acknowled¢ment. Customer acknowledges that Ladris owns all right,title and iii. ITAR(international Traffic in Arms Regulations)related data. interest,including all Intellectual Property Rights in the Cloud Services,Cloud Service software, Customer shall not,and shall not permit any Authorized User or other Person to,provide any Ladris Data,Ladris Materials,and all derivative works thereof. Customer shall not acquire any Prohibited Data to,or Process any Prohibited Data through,the Cloud Services,the Ladris Intellectual Property Rights with respect to the Cloud Services,Cloud Service software or Ladris Systems or any Ladris Personnel.Customer is solely responsible for reviewing all Customer Materials(including Third-Party Materials),except for the limited authorization set forth in Data and shall ensure that no Customer Data constitutes or contains any Prohibited Data. Section 3.01 and any applicable third-party licenses and in each case subject to the restrictions of Section 3.03. 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 Section 8.02 Oren Source Programs.The Cloud Service software may include Open Source Customer's and its Authorized Users'Access Credentials;and(c)all access to and use of the Programs.Any use of Open Source Programs s Customer s subject to and governed solely by Cloud Services and Ladris Materials directly or indirectly by or through the Customer Systems the terms and conditions of the applicable open source license a cost)information On Customer's or its or its Authorized Users'Access Credentials(whether made with or without Customer's written request,Ladris will provide Customer(at no additional cost)information how o obtain a knowledge or consent). copy of the source code for such Open Source Programs in accordance with the terms of the controlling open source license agreement(s). ARTICLE VIL FEES;PAYMENT TERMS. Section 8.03 Customer Data.Customer hereby irrevocably grants to Ladris,its Subcontractors Section 7.01 Fees. Customer shall pay Ladris the fees set forth on Attachment 1 of this and Ladris Personnel all such rights and permissions in or relating to Customer Data as arc Agreement(as it may be revised from time to time)(the"Fees")in accordance with this Article necessary or useful to perform the Cloud Services.In addition,to the extent that Customer may 8 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 Section 7.02 Fee Increases.Fees are fixed for the first year of this Agreement. Thereafter, and sublicense such intellectual property rights for use in connection with the Cloud Services and Ladris may increase Fees on the calendar anniversary,if any,of the Effective Date during the such other products and services as may be developed and marketed by Ladris,its successors or remaining Initial Term of the Agreement in amount equal to the increase in the Consumer Price assigns. 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 Section l Evacuation Mars. Customer shall supply Ladris with evacuation maps and zones p written notice prior to the expiration of the Initial Term of a revised price list to be effective upon it uses in planning evacuation routes in the geographic area served by Customer. Customer commencement of the Expanded Term. 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 Section 7.03 Taxes.All Fees and other amounts payable by Customer under this Agreement zones. Customer hereby irrevocably grants to Ladris a perpetually,royalty-free,worldwide are net of all applicable taxes,customs charges,duties or other amounts,including freight and license to reproduce,use,license and sublicense such evacuation maps and zones with respect to insurance,all of which shall be paid by Customer Any claim for sales tax or duty exemption by the Cloud Services and as embedded in such other products and services as may be developed the Customer shall be provided to Ladris in writing prior to shipment of product or access to the and marketed by Ladris. Cloud Services,and shall be effective only after Ladris'receipt of all proper exemption forms. 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, 33 34 DocuSign Envelope ID.67662884-3376-45CC-BDBC-A47883014726 DocuSlgn Envelope ID.67692884-3376-45CC-BD8C-A47863814726 including without limitation,new features or functionality relating thereto("Feedback"),Ladris Without limiting the foregoing,all product and other specifications,unpublished documentation, is free to use such Feedback irrespective of any other obligation or limitation between the parties non-public marketing materials,the terms of this Agreement and the discounts provided governing such Feedback.Customer hereby assigns to Ladris on Customer's behalf,and on hereunder are and will remain the Confidential Information of both parties. behalf of its employees,contractors and/or agents,all right,title,and interest in,and Ladris is Section 9.02 Exclusions.Except for Personal Information or any third-party information that free to use,without any attribution or compensation to any patty,any ideas,know-how, the Receiving Party is under a contractual or other binding obligation to maintain in confidence, concepts,techniques,or other intellectual property rights contained b the Feedback,for any Confidential Information does not include information that the Receiving Party can demonstrate purpose whatsoever,although Ladris is not required to use any Feedback. Notwithstanding the by written or other documentary records: provisions of Article 10 below(Confidentiality),Feedback will not be considered Confidential Information. a) was rightfully known to the Receiving Patty without restriction on use or disclosure prior Section 8.06 U.S.Government.The Cloud Services are a"Commercial Item,"as that term is to such information's being disclosed or made available to the Receiving Party; defined at 48 C.F.R.2.101,consisting of"commercial computer software"and"commercial b) was or becomes generally known by the public other than by the Receiving Party's or any computer software documentation,"as such terms are used in 48 C.F.R.12.212,48 C.F.R. of its Representatives'noncompliance with this Agreement; 227.7202,and 48 C.F.R.12.211,respectively. Consistent with 48 C.F.R.12.212,and 48 C.F.R. c) was or is received by the Receiving Parry on a non-confidential basis from a third party 227.7202-1 through 227.7202-4,all U.S.Government end users'rights to use,modify, that,to the Receiving Party's knowledge,was not or is not,at the time of such receipt, reproduce,release,perform,display,or disclose the Cloud Services and the Documentation are under any obligation to maintain its confidentiality;or as provided by this Agreement. This U.S.Government Rights clause,consistent with 48 C.F.R. d) the Receiving Party can demonstrate by written or other documentary records was or is 12.212 and 48 C.F.R.227.7202,is in lieu of,and supersedes,any other FAR,DFARS,or other independently developed by the Receiving Party without reference to or use of any clause or provision that addresses Government rights in computer software,computer software Confidential Information. documentation or technical data related to the Cloud Services and Documentation. Section 9.03 Protection of Confidential Information. The Receiving Party shall: ARTICLE IX. CONFIDENTIALITY. a) not access or use Confidential Information other than as necessary to exercise its rights or Section 9.01 Confidential Information. In connection with this Agreement each Party(as the perform its obligations under and in accordance with this Agreement except as may be "Disclosing Party")may disclose or make available Confidential Information to the other Party permitted by and subject to its compliance with Section 9.04(Compelled Disclosures). (as the"Receiving Party")."Confidential Information"means information of the Disclosing b) safeguard the Confidential Information from unauthorized use,access or disclosure using Party which(a)is in written,graphic,machine readable or other tangible form and is marked at least the degree of care it uses to protect its similarly sensitive information and in no "Confidential;'"Proprietary"or in some other manner to indicate its confidential nature and,(b) event less than a reasonable degree of care;and such information as would be considered confidential based on the circumstances surrounding its c) not disclose or permit access to Confidential Information other than to those of its disclosure by a reasonable person familiar with the Disclosing Parry's business and the industry Representatives who: in which the Disclosing Party operates.If given orally,Confidential Information may be,but is i. need to know such Confidential Information for purposes of the Receiving Parry's not required i confirmed i writing as having been disclosed confidential proprietary exercise of its rights or performance of its obligations under and in accordance within 30 dayss after the oral disclosure.Confidential Information in includes in all cases information and data which a Party has received from others that may be made known to the with this Agreement; other Parry and which such Party is obligated to treat as confidential or proprietary. ii. (ii) have been informed of the confidential nature of the Confidential Information and the Receiving Parry's obligations under this Article 10; Confidential Information that consists of software(including source and object code), iii. (iii) are bound by written confidentiality and restricted use obligations at least as algorithms,design details,data structures,specifications,hardware configuration,computer protective of the Confidential Information as the terms set forth in this Article 10; programs,engineering and manufacturing information and all other information of a technical and nature shall be considered"Technical Confidential Information." All other Confidential iv. (iv) ensure its Representatives'compliance with,and be responsible and liable Information,including agreements with third parties,business plans,products,marketing for any of its Representatives'noncompliance with,the terms of this Article 10. information,research,development,design details and specifications,financial information, procurement requirements,customer lists,business forecasts,and sales information shall be Section 9.04 Compelled Disclosures.If the Receiving Party or any of its Representatives is considered"Business Confidential Information." compelled by applicable Law to disclose any Confidential Information then,to the extent permitted by applicable I.aw,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 35 Do-Sign Envelope ID:67692884-3376-46CC-BD6C-A47863B14726 DocuSign Envelope ID:87882884-3 3 7 6-4 5CC-BDBC-A47863Bu728 Confidential Information)and(b)provide reasonable assistance to the Disclosing Party in b) Ladris may disable all Customer and Authorized User access to the Cloud Services; opposing such disclosure or seeking a protective order or other limitations on disclosure. 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 Section 9.05 Period of Confidentiality and Return of Information. A Receiving Parry's tangible materials containing or based on any Ladris Materials;(ii)permanently erase all obligations with respect to(i)Technical Confidential Information and Business Confidential Ladris Materials from all systems Customer directly or indirectly controls;and(iii) information that contains Ladris trade secrets,shall survive indefinitely and(ii)Business comply with the comparable provisions with respect to the return,destruction,or erasure Confidential Information that does not constitute a Ladris trade secret,shall survive for three(3) set forth in Section 9.05 above; years following termination of this Agreement.Upon termination of this Agreement,a Receiving d) (d) if Ladris terminates this Agreement pursuant to Section 11.3(a)or Section Party shall,within 7 days return to the Disclosing Party,or at the Disclosing Part's written 11.3(b),Customer shall pay all Fees previously accrued but not yet paid for services request destroy,all documents and tangible materials containing or based on any Confidential rendered prior to termination,on receipt of Ladris'invoice therefor;and Information;and(ii)permanently erase all Confidential Information from all systems that e) (e) for a period of two weeks following termination,Customer may access and Customer directly or indirectly controls. download any previously saved evacuation scenarios,and related data. ARTICLE X. TERM AND TERMINATION. Section 10.05 Surviving Terms.The provisions set forth in the following sections,and any other Section 10.01 Initial Term.The initial term of this Agreement begins on the Effective Date and, right or obligation of the parties in this Agreement that,by its nature,should survive termination unless terminated earlier pursuant the provisions hereof,continues for the period specified in or expiration of this Agreement,will survive any expiration or termination of this Agreement: Section 1.01("Initial Term"). 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 Section 10.02 Renewal.This Agreement will automatically renew for up to two additional Termination),Section 10.05(Surviving Terms),Article XI(Representations and Warranties), successive one-year terms following the Initial Term unless either Party gives the other Party Article XII(Indemnification),Article XIII and Article XV(Miscellaneous). written notice of non-renewal at least 45 days prior to the expiration of the then-current term ARTICLE XI. REPRESENTATIONS AND WARRANTIES. (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 Section 11.01 Mutual Representations and Warranties.Each Party represents and warrants to the other Party that: in this Agreement: a) Ladris may terminate this Agreement,effective on written notice to Customer,if a) the execution of this Agreement by its representative whose signature is set forth at the Customer:(i)fails to pay any amount when due hereunder,and such failure continues end of this Agreement has been duly authorized by all necessary corporate,governmental more than 30 days after Ladris'delivery of written notice thereof;or(ii)breaches any of or other organizational action of such Party;and its obligations under Section 3.03(Additional Limitations and Restrictions),Section 6.02 b) when executed and delivered by both parties,this Agreement will constitute the legal, (Prohibited Data)or Article IX(Confidentiality). valid and binding obligation of such Party,enforceable against such Party in accordance b) Either Party may terminate this Agreement,effective immediately upon written notice to with its terms. the other Party,if the other Party:(i)becomes insolvent or is generally unable to pay,or Section 11.02 Additional Customer Representations and W arranties.Customer represents and fails to pay,its debts as they become due;(ii)files or has filed against it,a petition for warrants to Ladris that Customer has and will have the necessary rights and consents in and voluntary or involuntary bankruptcy or otherwise becomes subject,voluntarily or relating to the Customer Data so that,as received by Ladris and processed in accordance with involuntarily,to any proceeding under any domestic or foreign bankruptcy or insolvency this Agreement and the Specifications for the Cloud Based Services,Ladris will not infringe, Law;(iii)makes or seeks to make a general assignment for the benefit of its creditors;or misappropriate or otherwise violate any US copyright,or any privacy,data security or other (iv)applies for or has appointed a receiver,trustee,custodian or similar agent appointed rights of any third party or violate any applicable Law. by order of any court of competent jurisdiction to take charge of or sell any material Section 11.03 Accuracy of Customer Data. Customer acknowledges that Ladris will have no portion of its property or business. responsibility for the content,accuracy or completeness of any Customer Data. Section 10.04 Effect of Expiration or Termination.Upon any expiration or termination of this Section 11.04 DISCLAIMER OF WARRANTIES.EXCEPT FOR THE EXPRESS Agreement,except as expressly otherwise provided in this Agreement: WARRANTIES SET FORTH IN SECTION 11.01,ALL CLOUD SERVICES AND LADRIS a) all rights,licenses,consents and authorizations granted by either Party to the other MATERIALS ARE.PROVIDED"AS IS"AND LADRIS HEREBY DISCLAIMS ALL hereunder will immediately terminate; WARRANTIES,WHETHER EXPRESS,IMPLIED,STATUTORY OR OTHERWISE,AND 38 37 DocuSign F-nvelope 10:67692884-3376-45CC-BDBC-M7863B14726 DowSign Envelope ID 67692884-3376-45CC-BDBC-h17863B14726 LADRIS SPECIFICALLY DISCLAIMS ALL IMPLIED WARRANTIES OF a) processing of Customer Data by or on behalf of Ladris in accordance with this MERCHANTABILITY,FITNESS FOR A PARTICULAR PURPOSE,AND TITLE,AND ALL Agreement; WARRANTIES ARISING FROM COURSE OF DEALING,USAGE OR TRADE PRACTICE. b) disclosure or exposure of Personal Information to Ladris in violation of applicable Law; or WITHOUT LIMITING THE FOREGOING,LADRIS MAKES NO WARRANTY OF ANY c) transmission of Prohibited Data to Ladris. KIND THAT THE CLOUD SERVICES OR LADRIS MATERIALS WILLL MEET CUSTOMER REQUIREMENTS,OPERATE WITHOUT INTERRUPTION,ACHIEVE ANY Section 12.03 Mitigation.If any of the Cloud Services are,or in Ladris'opinion are likely to be, INTENDED RESULT,BE COMPATIBLE OR WORK WITH ANY SOFTWARE,SYSTEM claimed to infringe,misappropriate or otherwise violate any third-party Intellectual Property OR OTHER SERVICES,OR BE ERROR FREE. 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: ANY REPRESENTATION OR WARRANTY OF OR CONCERNING ANY THIRD-PARTY MATERIALS IS STRICTLY BETWEEN CUSTOMER AND THE THIRD-PARTY OWNER a) obtain the right for Customer to continue to use the Cloud Services and Ladris Materials OF TILE THIRD-PARTY MATERIALS.LADRIS MAKES NO REPRESENTATION OR materially as contemplated by this Agreement; WARRANTY THERETO b) modify or replace the Cloud Services in whole or in part,to seek to make the Cloud Services(as so modified or replaced)non-infringing,while providing materially ARTICLE XIL INDEMNIFICATION, equivalent features and functionality,in which case such modifications or replacements Section 12.01 Ladris Indemnification.Ladris shall indemnify,defend and hold harmless Paying will constitute Cloud Services under this Agreement;or Customers and Paying Customer's officers,directors,and employees(each,a"Customer c) by written notice to Customer,terminate this Agreement and require Customer to Indemnitee")from and against any and all Losses incurred by such Customer Indemnitee immediately cease any use of the Cloud Services and Ladris Materials,provided that if resulting from a final judgment in any suit or proceeding by a third party to the extent that such such termination occurs prior to the expiration of any period with respect to which Losses arise from any allegation in such action that Customer's or an Authorized User's use of Customer has paid a Fee,Customer will be entitled to a pro-rata refund of any portion of the Cloud Services(excluding Customer Data and Third Party Materials)in compliance with the such period following termination. Documentation and this Agreement infringes a United States copyright,trademark or trade ARTICLE XHL LIMITATIONS OF LIABILITY. secret.The foregoing obligation does not apply to any action or proceeding or Losses arising out of or relating to any: SECTION 13.01 EXCLUSION OF DAMAGES,EXCEPT AS OTHERWISE PROVIDED a) access to or use of the Cloud Services or Ladris Materials in combination with any IN SECTION 13.04,IN NO EVENT WELL LADRIS OR ANY OF ITS LICENSORS, hardware,system,software,network or other materials or services not provided or SUPPLIERS OR SUBCONTRACTORS BE LIABLE UNDER OR IN CONNECTION WITH THIS AGREEMENT OR ITS SUBJECT MATTER UNDER ANY LEGAL OR EQUITABLE authorized in the Specifications or otherwise in writing by Ladris; z b) failure timely implement any modifications,upgrades,replacements or enhancements THEORY,INCLUDING BREACH OF CONTRACT,TORT(INCLUDING NEGLIGENCE), STRICT LIABILITY AND OTHERWISE,FOR ANY:(A)LOSS OF PRODUCTION,USE, made available to Customer by or on behalf of Ladris;or BUSINESS,REVENUE OR PROFIT;(B)IMPAIRMENT,INABILITY TO USE OR LOSS, c) act,omission or other matter described in Section 12.02(a)through Section 12.02(c), INTERRUPTION OR DELAY OF THE CLOUD SERVICES,OTHER THAN FOR THE whether or not the same results in any action against or Losses by any Ladris Indemnitee. ISSUANCE OF ANY APPLICABLE SERVICE CREDITS PURSUANT TO SECTION 5.02, THIS SECTION I2.01 SETS FORTH CUSTOMER'S SOLE REMEDIES AND LADRIS' OR(C)ANY CONSEQUENTIAL,INCIDENTAL,INDIRECT,EXEMPLARY,SPECIAL, SOLE LIABILITY AND OBLIGATION FOR ANY FINAL JUDGMENTS THATT PUNITIVE DAMAGES,REGARDLESS OF WHETHER LADRIS WAS THIS ENHANCED AGREEMENT OR THE CLOUD SERVICES INFRINGE,MISAPPROPRIATE OR ADVISED OF THE E OTHERWISE POSSIBILITY FORESEEABLE. SUCH LOSSES OR DAMAGES OR SUCH LOSSES OTHERWISE VIOLATE ANY THIRD-PARTY INTELLECTUAL PROPERTY RIGHT SET OR DAMAGES WERE OT FORTH ABOVE. Section 13.02 CAP ON MONETARY LIABILITY.EXCEPT AS OTHERWISE PROVIDED Section 12.02 Customer Indemnification.Customer shall indemnify,defend and hold harmless IN SECTION 13.04,IN NO EVENT WILL THE COLLECTIVE AGGREGATE LIABILITY OF LADRIS AND ITS SUPPLIERS AND SUBCONTRACTORS UNDER OR IN Ladris and its Subcontractors and Affiliates,and each of its and their respective officers, CONNECTION WITH THIS AGREEMENT OR ITS SUBJECT MATTER,UNDER ANY directors,employees(each,a"Ladris Indemnitee")from and against any and all Losses LEGAL OR EQUITABLE THEORY,INCLUDING BREACH OF CONTRACT,TORT incurred by such Ladris Indemnitee in connection with any action or proceeding by a third party (INCLUDING NEGLIGENCE),STRICT LIABILITY AND OTHERWISE,EXCEED THE (other than an Affiliate of a Ladris Indemnitee)that arise out of or relate to any: HIGHER OF(I)THE SUM OF ALL FEES PAID BY CUSTOMER UNDER THIS AGREEMENT FOR THE 12 MONTHS IMMEDIATELY PROCEEDING THE FIRST 39 40 Dow&gn Envelope ID:67892884-3376-45CC-BDBC-A47683B14726 DwuSign Envelope ID:67692884-3378-45CC-806C-A47863B14726 INCIDENT GIVING RISE TO LIABILITY OR(11)S500.THE FOREGOING LIMITATION such other person that such Party may designate from time to time in accordance with this APPLIES NOTWITHSTANDING THE FAILURE OF ANY AGREED OR OTHER REMEDY Section 15.04): OF ITS ESSENTIAL PURPOSE. Ifto Ladris: Attention: SECTION 13.03 THE PURPOSE OF THE FOREGOING PROVISIONS OF Email:servire@ladris.com SECTION 13.01 AND SECTION 13.02 IS TO LIMIT LADRIS'S LIABILITY UNDER Ladris Technologies,Inc. THIS AGREEMENT AND,IN THE ABSENCE OF THESE PROVISIONS,LADRIS 10090 Stable Lane WOULD NOT HAVE BEEN]INDUCED TO ENTER INTO THIS AGREEMENT. Nevada City,California 95959 SECTION 13.04 EXCEPTIONS.THE EXCLUSIONS AND LIMITATIONS IN SECTION With a copy to: SECTION 13.01 AND SECTION 13.02 DO NOT APPLY TO THE PARTIES UNDER Eric Little,Esq. ARTICLE ARTICLE IX(CONFIDENTIALITY),ARTICLE XII(INDEMNIFICATIONS OR 1793 East Main Street, LIABILITY FOR LADRIS'S GROSS NEGLIGENCE OR WILLFUL MISCONDUCT. If to Customer: Grass Valley,CA 95945 ARTICLE XIV. INSURANCE Section 14.01 L.adris's Insurance, Ladris shall obtain,provide and maintain at its own expense Facsimile: 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 E-mail: _ incorporated herein by reference. Attention: ARTICLE XV. MISCELLANEOUS. Section 15.01 Relationship of the Parties.The relationship between the parties is that of Notices sent in accordance with this Section 15.04 will be deemed effectively given:(a)when independent contractors. Nothing contained in this Agreement shall be construed as creating any received,if delivered by hand,with signed confirmation of receipt;(b)when received,if sent by agency,partnership,joint venture or other form of joint enterprise,between the parties. 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 Section 15.02 Force Majeure Event. Neither party shall be liable or responsible to the other otherwise on the next business day;and(d)on the fourth day after the date mailed by certified or party,nor be deemed to have defaulted under or breached this Agreement,for any failure or registered mail,return receipt requested,postage prepaid. 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, Section 15.05 Entire Agreement.This Agreement,together with any other documents riot,or other civil unrest;(d) embargoes or blockades in effect on or after the date of this incorporated herein by reference,constitutes the sole and entire agreement of the parties with Agreement;(e) national or regional emergency;(f) strikes,labor stoppages or slowdowns,or respect to the subject matter of this Agreement and supersedes all prior and contemporaneous other industrial disturbances;and(g)internet outage and denial of service attacks(each of the understandings,agreements,representations and warranties,both written and oral. 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) Section 15.06 Assignment.Customer shall not assign or otherwise transfer any of its rights,or Business Days or more. 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' Section 15.03 Press Release.Customer authorizes Ladris to use its name and logo in its list of prior written consent,which shall not be unreasonably withheld. 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 Section 15.07 Amendment and Modification;No Waiver.No amendment to or modification of such news release will not be unreasonably withheld or delayed. Once a press release has been or rescission,termination or discharge of this Agreement is effective unless it is in writing,and issued,Ladris may publicly refer to Customer as being a customer of Ladris,end only in relation signed by each Party(which signature may be by counterpart).No waiver by any Party of any of to this Agreement except as otherwise authorized by Ladris. the provisions hereof shall be effective unless explicitly set forth in writing and signed by the Party so waiving. 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 Section 15.08 Severability.If any provision of this Agreement is invalid,illegal or unenforceable in any jurisdiction,such invalidity,illegality or unenforceability shall not affect 42 41 DowSgn Envelope ID:87882884-3376-46CC-806C-A47863B14726 D=Slpn Envelope 10:87692884.3378.45CC43DBC-M7863B14726 any other term or provision of this Agreement or invalidate or render unenforceable such term or IN WITNESS WHEREOF,the parties hereto have executed this Agreement as of the provision in any other jurisdiction. Effective Date. 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 JF.FFERSON COUNTY WASHINGTON LADRIS TECHNOLOGIES,INC. will govern. Section 15.10 Construction.The parties agree that the terms of this Agreement result from Board of County Commissioners � ~ negotiations between them. This Agreement will not be construed in favor or against either Jefferson County,Washington By�X � Party by reason of authorship. Leo lfffdPfTMf Executive Officer Section 15.11 Governing Law.This Agreement shall be governed in all respects by the laws of By: 4/21/2023 the United States of America and by the laws of the State of California,as such laws are applied Greg Brotherton,Chair Date Date: 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 By: California. Kate Dean,Commissioner Date 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 By: Heidi Eisenhour,Commissioner Date 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 SEAL: 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 ATTEST: 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, Carolyn Gallaway Date each of which shall be deemed an original,but all of which together shall constitute one and the Clerk of the Board same instrument. Approved as to form only: Philip C.Hunsucker Date Chief Civil Deputy Prosecuting Attorney 43 44 DocuSign Envelope ID:67692884-3376.45CC-BD6C-A47863Bl4726 DowSlgn Envelope ID.676929a4-3376-45CC-BD6C-M7863a14726 Attachment I Attachment 2 CLOUD SERVICES SUPPORT AND MAINTENANCE SCHEDULE OF FEES,CHARGES AND PAYMENTS 1.0 Scope of Agreement Software:Ladris Operator Pro Edition. 2 Seats;Annual Fee:$12,000 1.1 This Attachment covers the maintenance and support of the Cloud Services. This Services:Modeling Support and Training.I Agency;Annual Fee:$3,600(Pro Agreement provides maintenance services only with respect to Software, Support) including third party software,supplied by Ladris to Customer pursuant to the Annual Fees are due on the effective date and the anniversary thereof for each contract terms of the Terms of Service Agreement.'this Agreement does not provide for year.In the first contract year,all fees,charges,and payments listed below will be paid maintenance services for any third-party software not provided by Ladris to by Jefferson County through the contract with S WCA Environmental Consultants Customer or for any hardware. (Contract T3CWPP 124). 1.2 Ladris'obligation to provide Support Services shall extend to the current Release Seats to be allocated to Jefferson County.A seat shall refer to use by a named individual. and prior Versions whose Release number begins with the same number or Seats may be reallocated among individuals but no more than once every three months. 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 backup 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 45 46 DowSi9n Envelope ID:67692884.337845CC-BDBC-A47863B14726 Do Slgn Envelope ID:67692864-3378-45CC-BDBC-A47863814726 recovery location.The Ladris shall notify the Customer as soon as possible after the passwords, Ladris deems a service outage to be a Disaster.The Ladris shall move the processing 6.5 Communications Equipment. Customer shall, at its sole expense, install and of the Customer's services to a recovery location as expeditiously as possible and maintain communications equipment that will permit Customer to have high shall coordinate the cut-over. During a disaster,optional or on-request services shall speed interne[ access to the Software. Customer acknowledges that be provided by the Ladris only to the extent adequate capacity exists at the recovery maintenance of the appropriate communications equipment is a condition location and only after stabilizing the provision of base services, precedent to Ladris'provision of use for the Software. 7.0 Service Level Agreement 4.0 Administrative Functions Performed by Ladris. Ladris shall provide certain limited 7.1 Ladris will maintain a website accessible by Customer,which contains information administrative services regarding the maintenance of the Software including,(i)setting concerning the Software and Support Services. permissions,(h)adding,modifying or deleting attributes,events,statutes,program and 7.2 Ladris will respond to Customer requests for software support services regarding case types and lookup items,(iii)adding and deleting case types,and(iv)creating and the licensed software in accordance with the procedures identified below. In modifying workflows,(v)adding and modifying assessments and related scoring. each case,Customer may describe and submit notice of the support need by 5.0 Covered Maintenance telephone,facsimile or electronic mail. Ladris will provide to Customer:(a)all services required to ensure that the Software 7.3 All Ladris staff assigned to provide services to Customer will be appropriately operates in conformity with all Specifications;and(b)all Enhancements developed by qualified by education,training and experience to deliver those services,and Ladris for the Software and related Documentation during the"term of this Agreement. will be familiar with the functional capabilities of the Software. Covered Maintenance Services do not include the costs of accessories and expendable 7.4 Telephone Support includes: t remote diagnostics; to service desk and dispatch; supplies necessary to operate the Software,such as magnetic tape cards,optical disks, i pp () g ( ) P (iii) question and answer consulting; and, (iv) non-chargeable user error disk packs,paper,and similar items,and such items are not provided free of charge by remedies. Ladris shall provide a toll-free maintenance telephone number. Ladris hereunder. Remote diagnostics equipment is required at Customer's location for remote 6.0 Customer Obligations support,which equipment is to be obtained by Customer at its sole expense. 6.1 Customer may designate up to five(5)persons by whom requests by Customer for Ladris shall provide Customer with telephone support services for Software from 8:00 Support Services may be made("Support Team").Ladris shall not be required a.m.to 5:00 p.m.Pacific Time,Monday through Friday,excluding Customer- to accept calls or requests from anyone other than a designated contact person. recognized holidays. Customer may change its designated contact person,or request that additional 7.5 Response Policy.Ladris shall respond to any Errors reported by Customer based on people be made contact persons,at any time upon notice to Ladris. he the priority code assigned to each such Error. Customer shall identify the 6.2 Customer shall implement and follow the reasonable written instructions of Ladris priority code when it initially reports the Error to Ladris.Ladris may, in its regarding operation of the Software. reasonable discretion,reclassify the Error after its initial investigation.In the 6.3 Customer shall,at its own expense,protect the security of its Computer System and event Ladris does not meet the service level response for the Error as described adopt policies and practices needed to prohibit unauthorized access to the 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. Computer System. Ladris shall not be responsible for any security breach of Customer's Computer Priority Levels and Response Times by Service Option:Evacuations Simulator 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 Response times are for business hours. 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 Tier Priority Response Workaround I Restore assigned to Ladris,including without limitation,adding,modifying,removing Initial and otherwise maintaining users, templates, lookups, and logons and 4748 DomSWn Envelope 10:87892884-3378-45CC-BD8C-A47883814728 DocuSlgn Envelope ID:87892884-3378-45CC-BD8C-A47863814728 — available Update Tier-1 Urgent 1 2 6 24 Tier-I High 2 3 9 36 System affected with intermittent loss of simulation High capability or a problem that significantly affects Tier-I Normal 4 8 24 as agreed deployment Tier-1 Low S 12 as agreed as appropriate System issues alerts and/or exhibits unexpected Normal behavior without affecting core functionality Premium Urgent 2 4 12 48 Premium High 4 6 18 72 Low Technical consultations,feature suggestions 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 Shudard Urgent 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 50 49 DoeuSipn Envelope ID:87692EB4-3376-45CC-BD8C-M7B83B14726 DowSipn Envelops ID:87692884-337a-45CC-BD6C-M7WB14726 D. Professional Liability(Errors&Omissions)Insurance. Consultant shall maintain professional liability insurance that covers the Services to be performed in Attachment 3 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 INSURANCE REQUIREMENTS coverage through a period no less than three years after completion of the Services required by this Agreement. 1. Provision of insurance. Without limiting the obligations of Ladris(herein,Consultant) E. Cyber Liability.Contractor shall maintain cyber liability insurance with limits of not less under Article 13(Indemnification),Consultant shall obtain,provide and maintain at its than one million dollars($1,000,000)per occurrence and two million dollars own expense during the term of this Agreement,policies of insurance of the type and ($2,000,000)annual aggregate covering(1)all acts,errors,omissions,negligence, amounts described below and in a form satisfactory to Customer. Consultant agrees to infringement of intellectual property,(2)network security and privacy risks,including provide insurance in accordance with requirements set forth here. If Consultant uses but not limited to unauthorized access,failure of security,breach of privacy perils, existing coverage to comply and that coverage does not meet these requirements, wrongful disclosure,collection,or negligence in the handling of confidential information, Consultant agrees to amend,supplement or endorse the existing coverage. privacy perils,including coverage for related regulatory defense and penalties,and(3) 2. Acceptable Insurers. All insurance policies shall be issued by an insurance company 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 currently authorized by the Insurance Commissioner to transact business of insurance in investigations,public relations and crisis management firm fees,credit file or identity the State of California,with an assigned policyholders'Rating of A-(or higher)and monitoring or remediation services,in the performance of services for Customer or on Financial Size Category Class VII(or larger)in accordance with the latest edition of behalf of Customer hereunder. Best's Key Rating Guide,unless otherwise approved by the Customer's Risk Manager. 4. Other Insurance Requirements. The policies are to contain,or be endorsed to contain,the 3. Coverage Requirements. following provisions: A. Workers'Comcensation Insurance. Consultant shall maintain Workers' A. Waiver of Subrogation. All insurance coverage maintained or procured pursuant to this Compensation Insurance,statutory limits,and Employer's Liability Insurance Agreement shall be endorsed to waive subrogation against Customer,its councils,boards with limits of at least one million dollars($1,000,000)each accident for bodily and commissions,officers,agents,volunteers and employees or shall specifically allow injury by accident and each employee for bodily injury by disease in accordance Consultant or others providing insurance evidence in compliance with these requirements with the laws of the State of California,Section 3700 of the Labor Code. to waive their right of recovery prior to a loss.Consultant hereby waives its own right of Consultant shall submit to Customer,along with the certificate of insurance,a recovery against Customer,and shall require similar written express waivers from each of Waiver of Subrogation endorsement in favor of Customer,its councils,boards its subconsultants. and commissions,officers,agents,volunteers and employees. B. Additional Insured Status. All liability policies including general liability,excess B. General Liability Insurance. Consultant shall maintain commercial general liability,pollution liability,and automobile liability,if required,but not including liability insurance,and if necessary umbrella liability insurance,with coverage at professional liability,shall provide or be endorsed to provide that Customer,its councils, least as broad as provided by Insurance Services Office form CG 00 01,in an boards and commissions,officers,agents,volunteers and employees shall be included as amount not less than one million dollars($1,000,000)per occurrence,two million additional insureds under such policies. dollars($2,000,000)general aggregate. The policy shall cover liability arising from premises,operations,personal and advertising injury,and liability assumed C. Primary and Non Contributory,contribution All liability coverage shall apply on a primary basis and under an insured contract(including the tort liability of another assumed in a shall not require contribution from any insurance or self-insurance maintained by Customer. business contract). C. Automobile Liability Insurance. Consultant shall maintain automobile insurance D. Notice of Cancellation. All policies shall provide Customer with thirty(30)calendar at least as broad as Insurance Services Office form CA 00 01 covering bodily days'notice of cancellation(except for nonpayment for which ten(10)calendar days' injury and property damage for all activities of Consultant arising out of or in notice is required)or nonrenewal of coverage for each required coverage. connection with Work to be performed under this Agreement,including coverage 5. Additional Agreements Between the Parties. The parties hereby agree to the following: for any owned,hired,non-owned or rented vehicles,in an amount not less than A. Evidence of Insurance. Consultant shall provide certificates of insurance to one million dollars($1,000,000)combined single limit each accident. Customer as evidence of the insurance coverage required herein,along with a waiver of subrogation endorsement for workers'compensation and other 51 52 DowSlgn Emeiope ID 67692884-3376-45CC-606C-A47863B14726 DowSlgn Emelope ID:67892884-3376-45CC-BD6C-A47863B14726 endorsements as specified herein for each coverage. Insurance certificates and G. Customer Remedies for Non-Compliance. If Consultant or any subconsultant endorsement must be approved by Customer's Risk Manager prior to fails to provide and maintain insurance as required herein,then Customer shall commencement of performance. Current certification of insurance shall be kept have the right but not the obligation,to purchase such insurance,to terminate this on file with Customer at all times during the term of this Agreement. The Agreement,or to suspend Consultant's right to proceed until proper evidence of certificates and endorsements for each insurance policy shall be signed by a insurance is provided. Any amounts paid by Customer shall,at Customer's sole person authorized by that insurer to bind coverage on its behalf. At least fifteen option,be deducted from amounts payable to Consultant or reimbursed by (15)days prior to the expiration of any such policy,evidence of insurance Consultant upon demand. showing that such insurance coverage has been renewed or extended shall be filed ll. Timely Notice of Claims. Consultant shall give Customer prompt and timely with the Customer. If such coverage is cancelled or reduced,Consultant shall, notice of claims made or suits instituted that arise out of or result from within ten(10)days after receipt of written notice of such cancellation or Consultant's performance under this Agreement,and that involve or may involve reduction of coverage,file with the Customer evidence of insurance showing that coverage under any of the required liability policies.Customer assumes no the required insurance has been reinstated or has been provided through another obligation or liability by such notice,but has the right(but not the duty)to insurance company or companies.Customer reserves the right to require monitor the handling of any such claim or claims if they are likely to involve complete,certified copies of all required insurance policies,at any time. Customer. B. Customer's Right to Revise Requirements. Customer reserves the right at any I. Consultant's Insurance. Consultant shall also procure and maintain,at its own time during the term of the Agreement to change the amounts and types of cost and expense,any additional kinds of insurance,which in its own judgment insurance required by giving Consultant sixty(60)calendar days'advance written may be necessary for its proper protection and prosecution of the Work. notice of such change. If such change results in substantial additional cost to Consultant,Customer and Consultant may renegotiate Consultant's compensation. C. Right 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 Limiting. 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 54 ACORD.. CERTIFICATE OF LIABILITY INSURANCE °,tars 27 YY1 DESCRIPTIONS(Continued from Page 1) THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER.THIS Include an automatic Additional Insured endorsement that provides Additional Insured status to the CERTIF Certificate Holder on ICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND,EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES when there is a written contract that requires such status,and only with regards BELOW.THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S),AUTHORIZED ty REPRESENTATIVE OR PRODUCER,AND THE CERTIFICATE HOLDER. to work performed on behalf of the Named Insured.The General Liability,Automobile Liability, IMPORTANT:If the certificate holder Is an ADDITIONAL INSURED,the policy(les)muat have ADDITIONAL INSURED provisions or be endorsed. Umbrella/Excess Liability and Pollution Liability policies Contain a special endorsement with"Primary and If SUBROGATION IS WAIVED,subject to the terms and conditions of the policy,certain policies may require an endorsement.A statement on Noncontributory"wording,when required by written contract.The General Liability,Automobile Liability, this certificate does not confer any rights to the certificate holder In Ileu of such endoraement(a). Umbrella/Excess Liability,Professional Liability,Pollution Liability and Workers Compensation policies PRODUCER NAME. Misty Kkmme _ provide a Waiver of Subrogation when required by written contract.The General Liability,Automobile USI Insurance Services,LLC ■ NE 802-7491112 M NP E.u. (AK xM: _ Liability and Workers Compensation Policies extend from the underlying to the UmbrellalExcess policy. 2375 E.Camelback Rd.Suite 250 Eaw ,misty.klemme@usi.com �T Excess Liability limits are In excess of Automobile Liability,General Liability and Workers Compensation. Phoenix,AZ 85016 I_ INBURER(a)AFFOROarG COVERAGE RAID a 30 Day Notice of Cancellation to Certificate Holder per attached forms. INSURER A;Greenwich Insurance Company 22322 INSURED 1NsuRER B:XL SpeeiaHy lnsurenco Company 37885 SWCA,Incorporated - - --- — -- -- — Full Certificate Holder:Jefferson County,Washington and their elected officlals,officers,and employees �JNeuRERC:Steadfast Insurance Company 26387 dba SWCA Environmental Consultants _ - - _- 20 East Thomas Road Suite 1700 igsuREao:. INSURER E. Phoenix,AZ 85012 INSURER F: COVERAGES CERTIFICATE NUMBER: REVISION NUMBER: IRIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW RAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICAIEO. NOTWITHSTANDING ANY REQUIREMENT,TERM OR CONDITION OF ANY CONTRACTOR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, rJ�EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY p pP]AU'IDY' surm PO EC LxPAIMS LTRR TYPE OF INSURANCE __ I L POLICY NUMBER Is r I E I MAl160rn'YY Loans A X toaMERc1ALGENERILLLJAaalTr X X GE0001910417 7/26/2022IO7/26/202 EACHrO�CCURRENCE $1000,000 L CLAIM&MADE XI OCCUR OMUGE TO�EMED tJOO 000 XI BUPD Dad:10,000 `_PMREEDMEXXEP(m ms�npnl E10000 PER60NAl i AOV INJURY t1 N0 000 (11,AODHEDATE UMIT APPUEI6 I PER GENERAL AGGREGATE 52 000 000 �PoucY XX]JEECT �JLOC PRODUCTS-COAIP10P AGO 12000000 DINER _ E --'--- - _ C BIN SINGLE LIMIT q AUToro �E�uelu+v X % AEC001910217 7128/2022 07/26/202 _ 1 800,000 X ANY AUTO I BOOK Y INJURY IPa-) IT )OoWWNNED -ISCHEDULE11 BODILY INJURY IPar 000d0o) t AUTO µ1T06 XI AUTpS ONLY OS ONLY X AUTTNOSONLEOY i B ueem¢ Laa X 0I X X UECO01910317 7/26/2022 0712612023 EACH OCCURRENCE $5000,000 X ExcEss{JAB CLAIMS MADE I AGGREGATE Is DID X!RETENTION 510.000_ 1 BW( 0.��COM t 0N X WEC1910617 7126N022O7/2W20-2 ° LuUiKJTY EX.L EACH ANiPRET" RL.EpECOTIVErIMNIA ACCIDENT OTH $ 00o000 LE EXGUi —E.L DISEASE-EA EMPLOYEE t1000,000 II YnSCa uaRIPTauiO O OF 1ps F O DE OPERATIONS yIar _ EL DISEASE-POLICY LRMT 0 OOO,000_ C Enviro.Liab Prof PEC992416900 7I2S12022 07128/202 515,000,000 Each Claim Contractors Poll f15,000,000 Aggregate Claims Made 5100 000 Ded. DESCRIPTION OF OPEmnON31 LOCATIONS I VEHKLES IACORD 101.Addltlp,ul Rmp ,SCMOu1F,RAY M AWCMd 11 more apace Ia..R"od) Professional Liability and Contractors Pollution Retro Date:02/28/1990-Policy Aggregate $5,000,000/55,000,000;Professional and Job site Retro Date:02/28/1990 E2,000,000/$2,000,000 `Various Other CoverageslLlmits Retro Dates Apply. The General Liability,Automobile Liability,Umbrella/Excess Liability and Pollution Liability policies (See Attached Descriptions) CERTIFICATE HOLDER CANCELLATION Jefferson County,Washington THE SHOULD EXPIRATION DATE ABOVE THEREOF,DESCRIBED NOTICEIEWIBL CBE CELLED DELIVEREDO IN Jefferson County Risk Manager ACCORDANCE WITH THE POLICY PROVISIONS. P.O.Box 1220 Port Townsend,WA 98368 AUTHORIZED REPRESENTATIVE 01988-20/5 ACORD CORPORATION.All rights reserved. ACORD 25(2016/03) 1 of 2 The ACORD name and logo are registered marks of ACORD SAGITTA 25.3(2016103) 2 of 2 11S39798152/M37820154 MYKJD NS39798152IM37020154 POLICY NUMBER G8C1101910417 COMMERCIAL GENERAL LIABILITY POLICY NUMBER GEC001910417 COMMERCIAL GENERAL LIABILITY CG 20 28 12 19 CG 20 10 12 19 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. ADDITIONAL INSURED - DESIGNATED ADDITIONAL INSURED - OWNERS, LESSEES OR PERSON OR ORGANIZATION CONTRACTORS - SCHEDULED PERSON OR This endorsement modifies insurance provided under the following: ORGANIZATION COMMERCIAL GENERAL LIABILITY COVERAGE PART This endorsement modifies insurance provided under the following: SCHEDULE COMMERCIAL GENERAL LIABILITY COVERAGE PART Name Of Additional Insured Person(s)Or Organization(a): SCHEDULE Any person or organization where required by written contract provided that such contract was executed prior to the date of loss. 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 required to complete this Schedule,if not shown above,will be shown in the Declarations. 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 This insurance does not apply to"bodily injury"or include as an additional insured the person(s)or "property damage"occurring after. A. Section II- Who Is An Insured is amended to B. With respect to the insurance afforded to these organization(s) shown in the Schedule, but only 1. All work, including materials, parts or include as an additional insured the person(s)or additional insureds, the following is added to with respect to liability for"bodily injury","property equipment furnished in connection with such organization(s) shown in the Schedule, but only Section III-Limits Of Insurance: damage" or "personal and advertising injury" work, on the project (other than service, with respect to liability for"bodily injury","property If coverage provided to the additional insured is caused,in whole or in part,by. maintenance or repairs)to be performed by or damage" or "personal and advertising injury" required by a contract or agreement,the most we 1. Your acts or omissions;or on behalf of the additional insured(s) at the caused, in whole or in part, by your acts or will pay on behalf of the additional insured is the location of the covered operations has been omissions or the acts or omissions of those acting amount of insurance: 2. The acts or omissions of those acting on your completed;or behalf; on your behalf 1. Required by the contract or agreement;or 2. That portion of"your work" out of which the 1. In the performance of your ongoing operations; in the performance of your ongoing operations for injury or damage arises has been put to its or 2. Available under the applicable limits of the additional insured(s) at the location(s) ; intended use th any person or organization insurance designated above. other than another 2. In connection with your premises owned by or whichever is less. However: er contractor or subcontractor rented to you. engaged in performing operations for a However: This endorsement shall not increase the 1. The insurance afforded to such additional principal as a part of the same project. applicable limits of insurance. insured only applies to the extent permitted by 1. The insurance afforded to such additional law;and insured only applies to the extent permitted by 2. If coverage provided to the additional insured is law;and required by a contract or agreement the 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 insurance afforded to such additional insured required by the contract or agreement to will not be broader than that which you are provide for such additional insured. required by the contract or agreement to provide for such additional insured. B. With respect t the insurance afforded to these additional insureds, reds, the following additional exclusions apply CG 20 26 12 19 ®Insurance Services Office,Inc..2018 Page 1 of 1 Pagel of 2 CG 20 10 12 19 ®Insurance Services Office,inc.,2018 POLICY NUMBER.GECO01910417 COMMERCIAL GENERAL LIABILITY C. With respect to the insurance afforded to these CG 20 37 12 19 additional insureds, the following is added to Section III-Limits Of Insurance: THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. If coverage provided to the additional insured is required by a contract or agreement,the most we ADDITIONAL INSURED -OWNERS, LESSEES OR will pay on behalf of the additional insured is the amount of insurance CONTRACTORS - COMPLETED OPERATIONS 1. Required by the contract or agreement;or 2. Available under the applicable limits of This endorsement modifies insurance provided under the following insurance; whichever is less. COMMERCIAL GENERAL LIABILITY COVERAGE PART This endorsement shall not increase the PRODUCTS/COMPLETED OPERATIONS LIABILITY COVERAGE PART applicable limits of insurance. SCHEDULE Name Of Additional Insured Persons) Or O anization 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 B. With respect to the insurance afforded to these include as an additional insured the person(s)or additional insureds, the following is added to organization(s) shown in the Schedule, but only Section III—Limits Of Insurance: with respect to liability for "bodily injury" or If coverage provided to the additional insured is "property damage"caused,in whole or in part,by required by a contract or agreement,the most we "your work" at the location designated and will pay on behalf of the additional insured is the described in the Schedule of this endorsement amount of insurance performed for that additional insured and included 1. Required by the contract or agreement,or in the"products-completed operations hazard". However: 2. Available under the applicable limits of insurance; 1. The insurance afforded to such additional whichever is less. insured only applies to the extent permitted by law,and This endorsement shall not increase the 2. If coverage provided to the additional insured is applicable limits of insurance. 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. CG 20 10 12 19 ®Insurance Services Office,Inc 2018 Page 2 of 2 Page 1 of 1 CG 20 37 12 19 ®Insurance Services Office,Inc.,2018 9 P COMMERCIAL GENERAL LIABILITY Policy Number:GLC001910J17 CG 20 34 12 19 ENDORSEMENT# THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. ADDITIONAL INSURED - LESSOR OF LEASED EQUIPMENT - AUTOMATIC STATUS WHEN This endorsement,effective 12:01a.m,07/26/2022 ,forms a part of REQUIRED IN LEASE AGREEMENT WITH YOU Policy No.GEC001910417 Issued to SWCA,Inc.DBA:SWCA ENVIRONMENTAL CONSULTANTS This endorsement modifies insurance provided under the following: by Greenwich Insurance Company. COMMERCIAL GENERAL LIABILITY COVERAGE PART A. Section It- Who Is An Insured is amended to B. With respect to the Insurance afforded to these THIS ENDORSEMENT CHANGES THE POLICY PLEASE READ IT CAREFULLY. include as an additional insured any persons)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 PRIMARY INSURANCE CLAUSE ENDORSEMENT 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: This endorsement modifies insurance provided under the following: person(s)or organization(s)is an insured only with The most we will pay on behalf of the additional respect to liability for "bodily injury", "property insured is the amount of insurance. damage" or "personal and advertising injury' COMMERCIAL GENERAL LIABILITY COVERAGE PART 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, PRODUCTS/COMPLETED OPERATIONS COVERAGE PART such person(s)or organization(s). or However, the insurance afforded to such 2. Available under the applicable limits of additional insured: insurance; It is agreed that to the extent that insurance is afforded to any Additional Insured under this policy,this 1. Only applies to the extent permitted by law, whichever is less. insurance shall apply as primary and not contributing with any insurance carried by such Additional and This endorsement shall not increase the Insured,as required by written contract 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 All other terms and conditions of this policy remain unchanged. when their contract or agreement with you for such leased equipment ends. XIL 424 0605 CG 20 34 12 19 0 Insurance Services Office,Inc.,2018 Pogo 1 of 1 C,2005,XL America,Inc. POLICY NUMBER:GECO01910417 COMMERCIAL GENERAL LIABILITY CG 25 03 05 09 B. For all sums which the insured becomes legally C. When coverage for liability arising out of the ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. obligated to pay as damages caused by"occur- "products-completed operations hazard" is pro- THISrences"under Section I-Coverage A,and for all vided, any payments for damages because of medical expenses caused by accidents under "bodily injury"or"property damage"included in DESIGNATED CONSTRUCTION PROJECT(S) Section I-Coverage C,which cannot be attrib- the "products-completed operations hazard"will GENERAL AGGREGATE LIMIT uted only to ongoing operations at a single des- reduce the Products-completed Operations Ag- gnated construction project shown in the Sched- gregate Limit,and not reduce the General Ag- ule above: gregate Limit nor the Designated Construction 1. Any payments made under Coverage A for Project General Aggregate Limit. damages or under Coverage C for medical D. If the applicable designated construction project This endorsement modifies insurance provided under the following: expenses shall reduce the amount available has been abandoned, delayed, or abandoned under the General Aggregate Limit or the and then restarted,or if the authorized contract- COMMERCIAL GENERAL LIABILITY COVERAGE PART Products-completed Operations Aggregate ing parties deviate from plans, blueprints, de- Limit,whichever is applicable;and signs,specifications or timetables,the project will SCHEDULE 2. Such payments shall not reduce any Desig- still be deemed to be the same construction pro- nated Construction Project General Aggre- ject. gate Limit. E. The provisions of Section III - Limits Of Insur- Designated Construction ProJect(s): ante not otherwise modified by this endorsement Each of your projects away from premises owned by or rented to you-when required by written contract shall continue to apply as stipulated. Informatlon 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- 1. A separate Designated Construction Project struction Project General Aggregate Limit for General Aggregate Limit applies to each des- any other designated construction project ignated construction project, and that limit is shown in the Schedule above. 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. Aggregate Limit is the most we will pay for the However, instead of being subject to the sum of all damages under Coverage A,ex- General Aggregate Limit shown in the Decla- cept damages because of "bodily injury" or rations,such limits will be subject to the appli- "property damage"included in the"products- cable Designated Construction Project Gen- completed operations hazard",and for medi- eral Aggregate Limit. 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 0 Insurance Services Office,Inc.,2008 Page 1 of 2 0 Page 2 of 2 0 Insurance Services Office,Inc..2008 CG 25 03 05 09 ❑ POLICY NUMBER GECO01910417 COMMERCIAL GENERAL LIABILITY CG 24 04 12 19 ENDORSEMENT# THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. WAIVER OF TRANSFER OF RIGHTS OF RECOVERY This endorsement,effective 12 01 a.m.,07/26/2022 forms a part of AGAINST OTHERS TO US (WAIVER OF SUBROGATION) Policy No.GECO01910417 issued to SWCA,Inc DBA:SWCA ENVIRONMENTAL CONSULTANTS by Greenwich Insurance Company. This endorsement modifies insurance provided under the following. COMMERCIAL GENERAL LIABILITY COVERAGE PART THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. ELECTRONIC DATA LIABILITY COVERAGE PART LIQUOR LIABILITY COVERAGE PART POLLUTION LIABILITY COVERAGE PART DESIGNATED SITES CANCELLATION NOTIFICATION TO OTHERS ENDORSEMENT POLLUTION LIABILITY LIMITED COVERAGE PART DESIGNATED SITES PRODUCTS/COMPLETED OPERATIONS LIABILITY COVERAGE PART RAILROAD PROTECTIVE LIABILITY COVERAGE PART In the event coverage is cancelled for any statutorily permitted reason,other than nonpayment of premium, UNDERGROUND STORAGE TANK POLICY DESIGNATED TANKS advanced written notice will be mailed or delivered to person(s)or entity(ies)according to the notification SCHEDULE schedule shown below: Name Of Person(s)Or Organization(s): Number of Days Any person or organization where required by written contract provided that such contract was executed prior to Name of Person(s)or Entiy(ies) Mailing Address: Advanced the date of loss(as permissable by law) once of Cancellation ZANY PERSONS)OR ENTITV(IES) REQUIRING BY WRITTEN CONTRACT Information required to complete this Schedule,if not shown above,will be shown in the Declarations. THAT THE NAMED INSURED PROVIDE ADVANCED WRITTEN NOTICE OF REFER TO SPREADSHEET PROVIDED 30 CANCELLATION.THE PERSON OR The following is added to Paragraph 8.Transfer Of ENTITY MUST BE LISTED ON A j Rights Of Recovery Against Others To Us of SPREADSHEET FROM THE BROKER Section IV-Conditions: THAT INCLUDES THE PERSON'S OR We waive any right of recovery against the person(s) or organization(s) shown in the Schedule above (ENTITY'S NAME AND A VALID MAILING because of payments we make under this Coverage ADDRESS.THIS SPREADSHEET MUST Part.Such waiver by us applies only to the extent that 'BE RECEIVED BY THE COMPANY the insured has waived its right of recovery against WITHIN FIVE DAYS OF THE COMPANY'S such person(s) or organization(s) prior to loss. This REQUEST TO THE BROKER. endorsement applies only to the person(s) or organization(s)shown in the Schedule above OTHERWISE,THE COMPANY WILL BEAf� NO RESPONSIBILITY FOR SUCH ADVANCED WRITTEN NOTICE OF CANCELLATION All other terms and conditions of the Policy remain unchanged IXI 405 0910 ®2010 X.L.America,Inc. All Rights Reserved. CG 24 0412 19 0 Insurance Services Office,Inc,2018 Page 1 of 1 May not be copied without permission POLICY NUMBER:AECO01910217 COMMERCIAL AUTO CA 20 01 10 13 POLICY NUMBER: AEC001910217 XIC 411 1013 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. ENDORSEMENT#007 This endorsement,effective 12:01 a.m.,July 26,2022 forms a part of Policy No.AEC001910217 Issued to LESSOR - ADDITIONAL INSURED AND LOSS PAYEE SWCA,INC.DBA:SWCA ENVIRONMENTAL CONSULTANTS by Greenwich Insurance Company. This endorsement modifies insurance provided under the following: THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. AUTO DEALERS COVERAGE FORM AUTOMATIC ADDITIONAL INSURED BUSINESS AUTO COVERAGE FORM MOTOR CARRIER COVERAGE FORM This endorsement modifies insurance provided under the following: With respect to coverage provided by this endorsement,the provisions of the Coverage Form apply unless modified by the BUSINESS AUTO COVERAGE FORM endorsement. MOTOR CARRIER COVERAGE FORM AUTO DEALERS COVERAGE FORM This endorsement changes the policy effective on the inception date of the policy unless another date is indicated below. A. COVERED AUTOS LIABILITY COVERAGE,Who Is An Insured,is amended to include as an"insured"any Named Insured: SWCA,INC.DBA:SWCA ENVIRONMENTAL CONSULTANTS 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 Endorsement Effective Date: 07/26RO22 negligent acts or omissions of. SCHEDULE 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, Insurance Company: Greenwich Insurance Company operating a covered"auto"with your permission; Policy Number: AF.00019102I7 Effective Date: 07/26/2022 Provided that: a. The wntten contract is in effect during the policy period of this policy; Expiration Date: 07/26/2023 b. The written contract was signed by you and executed prior to the"accident"causing"bodily injury"or Named Insured: SWCA,INC.DBA:SWCA ENVIRONMENTAL CONSULTANTS "property damage"for which liability coverage is sought;and Address: 20 E,7HOMAS ROAD,SUITE 1700 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. PHOENIX AZ 85012 B. The Limits of Insurance provided for the Additional Insured shall not be greater than those required by contract Additional Insured(Lessor): See Endorsement 111005 and,in no event shall the Limits of Insurance set forth in this policy be increased by the contract. Address: C. General Conditions,Other Insurance is amended as follows: Designation Or Description 01"Leased Autos": See Endorsement#005 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 terns, 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 X.L.Amenca,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. SDOM 08/05/2020 CA 20 01 10 13 ©Insurance Services Office,Inc.,2011 Page 1 of 2 Covers es Limit Of Insurance ENDORSEMENT#005 Covered Autos Liability S Each"Accident" Actual Cash Value Or Cost Of Repair,Whichever Is Less,Minus This endorsement,effective 12:01 a.m.,July 26,2022 forms a part of Policy No.AEC001910217 issued to Comprehensive $ Deductible For Each Covered"Leased Auto" SWCA,INC.DBA:SWCA ENVIRONMENTAL CONSULTANTS by Greenwich Insurance Company. Actual Cash Value Or Cost Of Repair,Whichever Is Leas,Minus In consideration of the premium charged,it is hereby understood and agreed that: Collision $ Deductible For Each Covered"Leased Auto" On form CA 20 Ot LESSOR—ADDITIONAL INSURED AND LOSS PAYEE Actual Cash Value Or Cost Of Repair,Whichever Is Less,Minus Additional Insured(Lessor)on the Schedule is amended to include: Specified $ Deductible For Each Covered"Leased Auto" Causes Of Loss ALL LESSORS Information required to complete this Schedule,if not shown above,will be shown in the Declarations. Dealanatlon or Description of"Leased Autos"on the Schedule is amended to include: A. Coverage 2. The insurance covers the interest of the lessor An Leased Auto" 1. Any "leased auto" designated or described in unless the"loss"results from fraudulent acts or Y" 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. All other terns and conditions remain the same. 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 a 2. If you cancel the policy, we will mail notice to n"insured"only for"bodily injury"or"property damage" resulting from the acts or omissions the lessor. (Authorized Representative) 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 "employee"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 provide 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 IX 403 01 10 SDOM 08/05/2020 POLICY NUMBER:AECO0191021" COMMERCIAL AUTO POLICY NUMBER:AE0001910217 COMMERCIAL AUTO CA 04 49 11 16 CA 04 44 10 13 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. PRIMARY AND NONCONTRIBUTORY- WAIVER OF TRANSFER OF RIGHTS OF RECOVERY OTHER INSURANCE CONDITION AGAINST OTHERS TO US (WAIVER OF SUBROGATION) This endorsement modifies insurance provided under the following: This endorsement modifies insurance provided under the following: AUTO DEALERS COVERAGE FORM AUTO DEALERS COVERAGE FORM BUSINESS AUTO COVERAGE FORM BUSINESS AUTO COVERAGE FORM MOTOR CARRIER 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 With respect to coverage provided by this endorsement,the provisions of the Coverage Form apply unless modified by the endorsement. endorsement. This endorsement changes the policy effective on the inception date of the policy unless another date is indicated below. A The following is added to the Other Insurance B. The following is added to the Other Insurance Condition in the Business Auto Coverage Form and Condition in the Auto Dealers Coverage Form and Named Insured: SWCA,INC.DBA:SWCA ENVIRONMENTAL CONSULTANTS the Othor Insurance — Primary And Excess supersedes any provlsion to the contrary: Endorsement Effective Date: 07/26/2022 Insurance Provisions in the Motor Carrier This Coverage Form's Covered Autos Liability Coverage Form and supersedes any provision to the Coverage and General Liability Coverages are contrary: primary to and will not seek contribution from any SCHEDULE This Coverage Fonn's Covered Autos Liability other insurance available to an"insured"under your Coverage is primary to and will not seek contribution policy provided that: Name(s)Of Person(s)Or Organizatiorl from any other insurance available to an"insured" 1. Such "insured" is a Named Insured under such WHERE REQUIRED BY WRITTEN CONTRACT OR AGREEMENT EXECUTED under your policy provided that: other insurance;and PRIOR TO LOSS(EXCEPT WHERE NOT PERMITTED BY LAW) 1. Such "insured" is a Named Insured under such 2. You have agreed in writing in a contract or other insurance;and agreement that this insurance would be primary 2. You have agreed in writing in a contract or and would not seek contribution from any other agreement that this insurance would be primary insurance available to such"insured". Information required to complete this Schedule,if not shown above,will be shown in the Declarations. and would not seek contribution from any other insurance available to such"insured". 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 49 11 16 0 Insurance Services Office,Inc.,2016 Page 1 of 1 CA 04 44 10 13 C Insurance Services Office.Inc.,2011 Page 1 This page has been Icft blank intentionally. ENDORSEMENT 0008 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. CANCELLATION NOTIFICATION TO OTHERS ENDORSEMENT In the event coverage is cancelled for any slatutonly 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: Number of Days Name of Person(s)or Entity(ies) Mailing Address: 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 ADVANCED WRITTEN 30 NOTICE OF CANCELLATION.THE PERSON OR ENTITY MUST BE LISTED ON A SPREADSHEET FROM THE BROKER THAT INCLUDES THEENTITY'S NAME 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. DO 405 0910 SDOM 07/31/2020 Q 2010 XL.America,Inc. All Rights Reserved. May not be copied without permission. POLICY NUMBER:UECO01910317 COMMERCIAL EXCESS FOLLOW FORM AND UMBRELLA LIABILITY POLICY (3) The coverage provided b Insuring Agreement B will not apply to an damages covered b Insuring 9 P Y 9 9 PPY Y 9 Y 9 Agreement A, or arising out of subjects of insurance or exposures to loss for which this policy VARIOUS PROVISIONS IN THIS POLICY RESTRICT COVERAGE. READ THE ENTIRE POLICY CAREFULLY requires the scheduled underlying insurance to be maintained. TO DETERMINE YOUR RIGHTS,DUTIES AND WHAT IS AND WHAT IS NOT COVERED. (4) If we are prevented by law or statute from making payment on the insured's behalf under Insuring THIS POLICY IS INCOMPLETE UNLESS THE DECLARATIONS AND ALL APPLICABLE FORMS AND Agreement B,we will indemnity the Insured for those sums otherwise payable hereunder. ENDORSEMENTS ARE ATTACHED. We well make payment on behalf of the Insured under Insuring Agreements A and B only if 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 (1) Prior to the policy period,no Insured listed under Section If.Who Is An Insured,(B)(1),(6),(7),(8).(9)or INSURED UNDER THIS POLICY. THE WORDS "WE", "US", AND "OUR" REFER TO THE COMPANY (10),no manager in your risk management,Insurance or legal department;and no employee authorized by PROVIDING THIS INSURANCE, 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 WORDS AND PHRASES THAT APPEAR IN BOLD HAVE SPECIAL MEANING AND ARE DEFINED IN SECTION that caused personal and advertising Injury;or VI-DEFINITIONS. (2) During 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 I. INSURING AGREEMENTS 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 In consideration of the payment of premium,and subject to the terms,definitions,conditions and limitations of this occurrence that caused personal and advertising injury,prior to the policy period. policy,including any endorsements or amendments thereto,we agree with the named insured as follows: For these purposes, bodily injury, property damage, and personal and advertising Injury, including the (A) Insuring Agreement A-Excess Follow Form Liability 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) 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 (1) Reports all or any part of the bodily Injury,property damage,or personal and advertising Injury to us Insurance as a result of a claim covered by the scheduled underlying insurance,but only if the or any other insurer, scheduled underlying insurance has been exhausted by the actual payment of loss to which this policy applies. (2) Receives a claim because of the bodily injury,property damage,or personal and advertising injury,or (2) Coverage under this Insuring Agreement A shall follow the terms, definitions, conditions and (3) Becomes aware by any other means that bodily Injury or property damage has occurred or has begun to limitations of the scheduled underlying Insurance, subject to the policy period, Limits of have occurred, or an occurrence has been committed that has caused or may cause personal and Insurance,premium,and any contrary provisions contained in this policy. advertising Injury. However, this Insuring Agreement A will not apply to any disaster response expense as (C) Insuring Agreement C-Disaster Response Coverage 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. (1) We will indemnity the insured for disaster response expenses resulting from a disaster event occurring during the policy period,provided: (3) If we are prevented by law or statute from making payment on the insured's behalf under Insuring Agreement A.we will indemnify the insured for those sums otherwise payable hereunder. (a) a disaster response advisor has been hired in connection with the diameter event;and (b) a disaster event is reported to us at the number indicated in Declarations Item 8 within (B) Insuring Agreement B-Umbrella Liability Over Self-insured Retention twenty-four(24)hours of its commencement. (1) We will pay on behalf of the Insured,subject to Section IV.Limits of Insurance,those amounts not (2) A disaster event will be deemed to commence when a key executive first becomes aware of a covered by the scheduled underlying Insurance that the insured becomes legally obligated to disaster event. A disaster event will be deemed to end when: 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 (a) we determine that any one of the elements listed in the definition of disaster event no advertising injury taking place anywhere in the world and caused by an occurrence during the longer exists,or policy period. (b) the Disaster Response Expense Aggregate Limit listed in Declarations Item 3 has been (2) The coverage provided by Insuring Agreement B will not apply to damages that would have been exhausted, covered by the scheduled underlying insurance but for its exhaustion by the payment of loss. whichever is earlier. XCU 050 0811 ®2011 X.L.America,Inc. All Rights Reserved. Page 2 of 26 XCU 050 0811 02011 X.L.America,Inc. All Rights Reserved. Page 3 of 26 May not be copied without permission. May not be Copied without permission. Includes copyrighted material of Insurance Services Offices,Inc.,with rts 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 12 A partnership, American Arbitration Association for the state shown in Declarations Item 1. ( ) p.joint venture a limited su 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 (4) Payment by us of disaster response expenses will not determine or be evidence of our rights or insured on a written endorsement that is made part of this policy. 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 III. DEFENSE AND SETTLEMENT the investigation, settlement or defense of any claim or suit that might arise from a covered disaster event. (A) 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 If. WHO IS AN INSURED this policy applies. (B) We will have the right and the duty to defend any suit covered by Insuring Agreement B, but only when (A) The following are insureds under Insuring Agreement A such suit seeks damages because of bodily injury, property damage, or personal and advertising Injury that are not covered by the scheduled underlying insurance or by other insurance. (1) The named insured. (C) When we assume the defense of any suit under Paragraph(A)or(B)above,we will have the right to (2) Any person or organization qualifying as an Insured under the scheduled underlying Insurance, investigate,defend and settle such suit as we deem appropriate. We will defend any such suit even if it is but for no broader coverage then would be afforded to such person or organization by the groundless,false or fraudulent. We also will pay the following supplementary payments in connection with scheduled undsAying Insurance. any suit we defend, but only if such supplementary payments are not covered by the scheduled underlying insurance or any other insurance (B) The following are insureds under Insuring Agreements B and C. (1) Premiums on appeal bonds or bonds to release attachments,subject to the applicable Limits of Insurance set forth in the Declarations,provided that we will not be obligated to apply for or furnish (1) The named insured. any such bond. (2) Any person or organization,other than an employee or volunteer worker,while such person or (2) All costs taxed against an Insured in connection with the suit. 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. (3) Pre-judgment interest awarded against the Insured on that part of any judgment paid under this policy,but only such interest as shall accrue before we make a settlement offer within the policy's (4) Your employees, but only for acts within the scope of their employment by you, or while applicable Limits of Insurance. performing duties related to the conduct of your business. (4) Post-judgment interest that accrues after entry of judgment and before we have paid,offered to (5) Your volunteer workers,but only while performing duties related to the conduct of your business. pay,or deposited in court,that part of the judgment that is within this policy's applicable Limits of Insurance. (6) If you are designated in the Declarations as an individual,then your spouse,but only with respect (5) Reasonable expenses incurred by an Insured at our request or with our consent. 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 (D) We will have no duty to defend,investigate,pay or settle,or continue to defend,investigate,pay or settle,a suit after the applicable Limits of Insurance set forth in the Declarations have been exhausted by the spouses,but only with respect to the conduct of your business. payment of loss, in which case we will have the right to withdraw and discontinue our investigation or (8) If you are designated in the Declarations as a limited liability company,your members,but only with defense of such suit. respect to the conduct of your business,and your managers,but only with respect to their duties as such. (E) We will have no duty to defend the Insured against any suit seeking damages to which this insurance does not apply. (g) 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 (F) If we are prevented by law or statute from assuming our defense obligations under Paragraph( or(B), duties as such. Your stockholders are also Insureds, but only with respect to their liability as we will pay any expenses incurred by you with our consent in connection with the defense of a suit of otherwise covered by that section. stockholders. (10) If you are designated in the Declarations as a trust, your trustees, but only with respect to their (G) Except as otherwise provided in this Section III.Defense and Settlement,we shall have no duty to defend duties as such. any suit against an insured. 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 applies, in which case the (11) Any organization in which you maintain an interest of more than fifty percent (50%) as of the Insured will cooperate with us and make available all information and records we reasonably require. We effective date of this policy. will exercise our right to associate at our expense. XCU 050 0811 ®2011 X.L.America,Inc. All Rights Reserved. Page 4 of 26 XCU 050 0811 ®2011 X.L.America,Inc. All Rights Reserved. Page 5 of 26 May not be copied without permission. Includes copyrighted material of Insurance Services Offices,Inc.,with its permission. May not be copied without permission. Includes copyrighted material of Insurance Services Offices,Inc..with its permission. This page has been left blank intentionally. ENDORSEMENT #012 This endorsement, effective 12:01 a.m.,July 26,2022 forms a part of Policy No.11EC001910317 issued to SWCA,INC. DBA:SWCA ENVIRONMENTAL CONSULTANTS by X.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,advenced written notice will be mailed or delivered to person(s)or entity(ies)according to the notification schedule shown below: Number of Days Name of Person(s)or Entity(es) Mailing Address: Noticed Notice of Cancellation: ANY PERSON(S)OR ENTITY(IES) REQUIRING BY REFER TO RITTEN CONTRACT THAT THE NAMED INSURED SPREADSHEET 30 PROVIDED BY BROKER PROVIDE ADVANCED WRITTEN NOTICE OF ANCELLATION.THE PERSON OR ENTITY MUST BE STED 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. IX 405 0910 RISH O8/04/2020 ®2010 XL.America, Inc. All Rights Reserved. May not be copied without permission. WORKERS COMPENSATION AND EMPLOYERS LIABILITY INSURANCE POLICY WC 00 03 13 (Ed.4-84) WORKERS COMPENSATION AND EMPLOYERS LIABILITY INSURANCE POLICY WC 04 03 06 (Ed.04-84) WAIVER OF OUR RIGHT TO RECOVER FROM OTHERS ENDORSEMENT WAIVER OF OUR RIGHT TO RECOVER FROM OTHERS ENDORSEMENT-CALIFORNIA 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 We have the right to recover our payments from anyone liable for an injury covered by this policy.We will not enforce our right you perform work under a written contract that requires you to obtain this agreement from us.) 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. You must maintain payroll records accurately segregating the remuneration of your employees while engaged in the work described in the Schedule. Schedule The additional premium for this endorsement shall be 2%s of the California workers'compensation premium otherwise due on Where required by written agreement signed prior to loss. 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.) This endorsement changes the policy to which it is attached and is effective on the data issued unless otherwise stated. Endorsement Effective 07/26/2022 Policy No. W EC001910617 Endorsement No. (The Information below is required only when this endorsement is issued subsequent to preparation of the policy.) Insured Premium Included Endorsement Effective 07/26/2022 Policy No WECO01910617 Endorsement No. SWCA.Inc.DBA:SWCA ENVIRONMENTAL CONSULTANTS Insured Insurance Company Insurance Company Countersigned by ------ SWCA,Inc. DBA SWCA ENVIRONMENTAL Gre inwkh Insurance Company XL Specialty Insurance Company CONSULTANTS WC 00 0313 Countersigned By (Ed.4-84) WC 04 03 06 Page 1 of 1 (Ed.04-84) Copyright lgaa V now Compensation Insurance Rating aurau or CaldorNa All Rights Rearved. 0 1983 Rational council on Compensation Insurance. WORKERS COMPENSATION AND EMPLOYERS LIABILITY INSURANCE POLICY WC 42 03 D4 B WORKERS COMPENSATION AND EMPLOYERS LIABILITY INSURANCE POLICY WC 43 03 05 (Ed.6-14) TEXAS WAIVER OF OUR RIGHT TO RECOVER FROM OTHERS ENDORSEMENT This endorsement applies only to the insurance provided by the policy because Texas is shown in Item 3.A.of the UTAH WAIVER OF SUBROGATION ENDORSEMENT Information Page. This endorsement applies only to the insurance provided by the policy because Utah is shown in Item 3.A.of the We have the right to recover our payments from anyone liable for an injury covered by this policy.We will not enforce Information Page. our right against the person or organization named in the Schedule,but this waiver applies only with respect to bodily injury arising out of the operations described in the Schedule where you are required by a written contract to obtain We have the right to recover our payments from anyone liable for an injury covered by this policy.We will not enforce this waiver from us. 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 endorsement shall not operate directly or indirectly to benefit anyone not named in the Schedule. This agreement shall not operate directly or indirectly to benefit anyone not named in the Schedule.Our waiver of The premium for this endorsement is shown in the Schedule, rights does not release your employees'rights against third parties and does not release our authority as trustee of claims against third parties. Schedule Schedule 1. ( )Specific Waiver Where required by written agreement signed prior to loss. Name of person or organization (X)Blanket Waiver Any person or organization for whom the Named Insured has agreed by written contract to furnish this waiver. 2 Operations:All Texas Operations 3. Premium: The premium charge for this endorsement shall be 2 00o percent of the premium developed on payroll 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 to which it is attached and is effective on the date issued unless otherwise stated. This endorsement changes the policy to which it is attached and is effective on the date issued unless otherwise staled. (The Information below Is required only when this endorsement is Issued subsequent to preparation of the policy.) (The Information below is required only when this endorsement is issued subsequent to preparation of the policy.) Endorsement Effective 07/26/2022 Policy No. WEC001910617 Endorsement No. Endorsement Effective 07/26/2022 Pnli—Nn WECO01910617 Endorsement No. Insured Premium Included Insured Premium$ Included SWCA,Inc.DBA:SWCA ENVIRONMENTAL CONSULTANTS SWCA,Inc.DBA:SWCA ENVIRONMENTAL CONSULTANTS Insurance Company Countersigned by ._ Insurance Company Countersigned by XL Specialty Insurance Company XL Specialty Insurance Company WC 42 03 04 B WC 43 03 05 (Ed.6-14) (Ed.7-00) 0 Copyright 2014 National Council on Compensation Insurance.Inc.NI Rights Resemd' 0 20DO National Council on Compensation Insurance,Inc. WORKERS COMPENSATION AND EMPLOYERS LIABILITY INSURANCE POLICY WC 99 01 10 This page has been left blank intentionally. (Ed.1/08) THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. 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. Cancelation of the Workers Compensation and Employers'Liability Insurance Policy or as amended by an applicable state cancellation endorsement,is increased to the number of days shown in the Schedule above. Ali 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 07/26/2022 Policy No.W EC001910617 Endorsement No. Insured SWCA,Inc.DBA:SWCA ENVIRONMENTAL CONSULTANTS Insurance Company XL Specialty Insurance Company Countersigned by__ WC 99 01 10 Ed.1/08 C 2007 XL Amenca.Inc. w I CONTRACT REVIEW FORM JEFFERSON COUNTY (INSTRUCI7ONS ARE ON THE NEXT PAGE) BOARD OF COUNTY COMMISSIONERS CONTRACT WITH: SWCAEnvlronmentaiConsunants Contract No T3CWPPt24 Contract For: Community Wildfire Protection Plan Term: May 1,2023 through completion AGENDA REQUEST COUNTY DEPARTMENT: ea.rd a County cummw ww.i c.nm s.°a..o.o. t Contact Person: M"'M-c,,,l.v.C 41f Mm.wvator t Cnnc cor C. ,.,S.ry or.cmr TO: Board of Commissioners Contact Phone: aeo-xs-aaez Contact email: -m --Oy®ao pl.-w.w/oaoyom.t.".—...w FROM: Chris Goy,Central Services Director AMOUNT: $167.481 PROCESS: Exempt from Bid Process Revenue: Cooperative Purchase DATE: May 1,2023 Expenditure: Competitive Sealed Bid Matching Funds Required: No Small works Roster RE: Updated('ommunity Wildfire Protection flan Contract Sources(s)of Matching Funds NIA Vendor List Bid -- -- Fund# 143(Federal Forest Ties III) RFP or RFQ Munis Org/Obj Other: STATEMENT OF ISSUE: Jefferson County remains one of the few counties in the State of APPROVAL STEPS: Washington without a Community Wildfire Protection Plan(CWPP).With risk to wildfire STEP 1:DEPARTMENT CERTIFIES COMPLIA CE WITH C 1.55.080 AND CHAPTER 4�RCW. increasing throughout the Pacific Northwest,it is more important than ever for government CERTIFIED: a N/A: y Lft 27 officials,community stakeholders,and residents of Jefferson County to have knowledge of R and access to a robust,data-driven,and easy-to-understand Community Wildfire Protection Stytatu Date Plan for the purposes of prevention and risk mitigation wherever possible. STEP 2: DEPARTMENT CERTIFIES THE PERSON PROPOSED FOR CONTRACTING WITH THE COUNTY (CONTRACTOR) HAS NOT BEE�Siggn�atu BY ANY FEDERAL, STATE, OR LOCAL ANALYSIS: Accordingto the Washington State Department of Ecology, AGENCY. Bt P gy,"the number of 2 � large fires has doubled between 1984 and 2015 in the western United States.These hotter and CERTIFIED: a N/A: drier conditions also set the stage for more human-ignited wildfires.For much of the west, Date projections show that an average annual one-degree Celsius rise in temperature may increase STEP 3:RISK MANAGEMENT REVIEW(will be added electronically through Laserfkhe): 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 1R��eM�1�ilil1St45}ti3 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 ofcontract T3CWPP123,staffwas informed by the primary contractor that the contract did not adequately enumerate the subcontracted services of STEP 4:PROSECUTING ATTORNEY REVIEW(will be added electronically through Lanerftcne): 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. Electronically approved as to form by PAO on 4/28/2023. FISCAL IMPACT: One hundred sixty-seven thousand four hundred eighty-one dollars and County standard PSA language. zero cents($167,481.00). RECOMMENDATION: Approval of the attached contract and cancellation of the previously-passed contract(T3CWPP123). STEP DEPARTMENT MAKES REVISIONS & RESUBMITS TO RISK MANAGEMENT AND REVIEW BY: PROSECUTING ATTORNEY(IF REQUIRED). STEP 6:CONTRACTOR SIGNS STEP 7:SUBMIT TO BOCC FOR APPROVAL Mark McCauley unty Administrator Der RF(i Clien[p 1520486 SWCAINCDESCRIPTIONS(Continued from Page 1) ACORD CERTIFICATE OF LIABILITY INSURANCEE MAY O 1 MT19/202Y 4119l2023 - _ _- THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THIS yU�ER.THIS Include an automatic Additional Insured endorsement that provides Additional Insured status to the CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND,EXTEND OR ALTER THE COVERAGE AF�t�HHHH/1p�+L}ICIES Certificate Holder only when there is a written contract that requires such status,and only with regards BELOW.THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING IN�ERR(8),AUTTiORIZED to work performed on behalf of the Named Insured.The General Liability,Automobile Liability, REPRESENTATIVE OR PRODUCER,AND THE CERTIFICATE HOLDER. Umbrella/Excess Liability and Pollution Liability policies contain a special endorsement with"Primary and IMPORTANT:H the cartiHcate holder is an ADDITIONAL INSURED.the policy(les)must have ADDITIONAL INSURED provisions or be endorsed. Noncontributory"wording,when required by written contract.The General Liability,Automobile Liability, 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 endorsament(s). Umbrella/Excess Liability,Professional Liability,Pollution Liability and Warkere Compensation policies PRooucER NAME Misty Klemme provide a Waiver of Subrogation when required by written contract.The General Liability,Automobile USI Insurance Services,LLC PHONE FAY Liability and Workers Compensation Policies extend from the underlying to the Umbrella/Excess policy. (uq Nu,E.11 602.749-4112 (Ac.No 2375 E.Camelback Rd.Suite 250 ED IIf55.mbty klsmme�uci.com 1 Excess Liability limit:are in excess of Automobile Liability,General Liability and Workers Compensation. Phoenix,AZ 85016 is 30 Day Notice of Cancellation to Certificate Holder per attached forms. MEURER(S)AFFORDING COVERAGE F NAIL INSURE RA:Greanwlch Insurance Company 22322 suREu INsuReEa;XL Specialty insurance Company 37885 dba SWCA Environmental Full Certificate Molder.Jefferson County,Washington and their elected officials,officer:,and employees SWCA,Incorporated Disussac Steadfast Insurance Company 26387 EnWron mantal Consultants — 20 East Thomas Road Suite 1700 INsuRa o: Phoenix,AZ 85012 luu4t e_ —. anllaMtF COVERAGES CERTIFICATE NUMBER: REVISION NUMBER: THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAIALU A80\E FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT.TERM OR CONDITION OF ANY CONTRACTOR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN. THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. NR� TYPE OF INSURANCE iWggp Pp1GY NUMBER_ EayppyY _LYTa A X X X GECOOIO10417 7126/2022 07/26/202 EACH occuRRENcE :1.000.000 CWNSaMDE X�gccw I 300.000 X BUP__D Died:10,000 -D EXP IAA=1»nW :.10,000 PERSOrML s Aov INJLFI 1 000,000 OEM AOOREO wUMn Ap1s�u�En PER' I OENEPAL AOOREO.ATE 52,000,000 FOIx:YO JEOT 1 ULOO !Pit—c S.cou—A.... 42,000,000 _ OTlflt 1 A atrt0110 LAMILIY I X X AECO01910217 7/26R02207126/2023 °Ma', 11,000,000 X ANY AUTO BOOIIV INJURY IPer ri-s.. 1 ... OMafDyaY 6CrretxlLE0 BUDILr INJUHr IPw ac<.,.. I MM/R1OOaa �AUTOS X /IONOWIEDPp(WERTY DAYK'E ONLY X AUTO:ONLY s B IJIIMEllil use X occL* X X UECO01910317 7126/202207/26/202�EACII OCCURRENCE 35,000.000 X EXcaa LIAe I I CAM SAIADE wREUArE s UED X RETENTION 10000 ..._____ ,s B —AN o ervsoc seas"sAnOM X WEC001910617 7/28/202207/2d202 X UrH 8 LlAallTr ViY STATUTE EY. __ ANV PF BRIE TOH�PARTNERA:XECUTNE 'H All"'DINT 51,000,000 E BFR FZCI DDEDi N MIA - " I yWynaeory In NNI E I DISEASE EA EMPLOYEE S1,000,000 Uf�'.a�T�Or JPENArIDN9 De. _ EL DISEASE POLICr LIMIT 11,000,000 C Envlrol Llab Prof PEC992416900 7126/2022I 0 7126/20 2 4$15,000,000 Each Claim Contractors Poll $15,000,000 Aggregate Claims Made $100 000 Ded. DESCRIPTION OF OPERATIONS:LOCATIONS I VEHICLES(ACORD ID1,AddNlnnal RamMla etN W.may Sa aaaLNee a mwa apace la rpulrad) Professional Liability and Contractors Pollution Retro Date:02/28/1990-Policy Aggregate $5,000,0001$5,000,000;Professional and Job site Retro Date:0 212 8/1 99 0$2,000,0001$2,000,000 'Various Other Coverages/Limits Retro Dates Apply. The General Liability,Automobile Liability,Umbrella/Excess Liability and Pollution Liability policies (See Attached Descriptions) CERTIFICATE HOLDER CANCELLATION Jefferson County,Washington SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN Jefferson County Risk Manager ACCORDANCE WITH THE POLICY PROVISIONS. P.O.Box 1220 Port Townsend,WA 98368 AUTHORIZED REPRESENTATIVE J 198a-2015 ACORD CORPORATION.All rights reserved. SAGITTA 25.3(2018103) 2 of 2 ACORD 25(20161031 1 Uf 2 The ACORD name and logo are registered marks of ACORD *S39798152/M37820154 rrS39798152/M37820154 MYKJD POLICY NUMBER:GECO01910417 COMMERCIAL GENERAL LIABILITY POLICY NUMBER:GECO01910417 COMMERCIAL GENERAL LIABILITY CG 20 26 12 19 CG 20 10 12 19 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. ADDITIONAL INSURED - DESIGNATED ADDITIONAL INSURED - OWNERS, LESSEES OR PERSON OR ORGANIZATION CONTRACTORS - SCHEDULED PERSON OR ORGANIZATION This endorsement modifies insurance provided under the following. COMMERCIAL GENERAL LIABILITY COVERAGE PART This endorsement modifies insurance provided under the following: SCHEDULE COMMERCIAL GENERAL LIABILITY COVERAGE PART SCHEDULE Name Of Additional Insured Person(s)Or Organizatlon(s): Any person or organization where required by written contract provided that such contract was executed prior to Name Of Additional Insured Person(s) the date of loss. 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 required to complete this Schedule,if not shown above,will be shown in the Declarations. 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 This insurance does not apply to"bodily injury'or include as an additional insured the person(s)or "property damage"occurring after: orgarizahon(s) shown in the Schedule, but only 1. All work, including materials, arts or A. Section 11—Who Is An Insured is amended to B. With respect to the insurance afforded to these g p with respect to liability for"bodily injury","property equipment furnished in connection with such include as an additional insured the person(s)or additional insureds. the following is added to damage" or "personal and advertising injury" maintenance or repairs) service, work, on the project (other than organization(s) shown in the Schedule, but only Section III—Limits Of Insurance: caused,in whole or in part,by: performed b with respect to liability for"bodily injury","property p )to be p yor damage" or If coverage provided to the additional insured is 1. Your acts or omissions;or on behalf of the additional insured(s) at the g "personal and advertising injury" required by a contract or agreement,the most we location of the covered o erations has been caused, in whole or in part, by your acts or will pay on behalf of the additional insured is the 2. The acts or omissions of those acting on your p omissions or the acts or omissions of those acting behalf; completed;or on our behalf amount of insurance. Y 2. That portion of"your work" out of which the 1. Required by the contract or agreement;or in the performance of your ongoing operations for in u or damage arises has been put to its 1. In ilia performance of your ongoing operations; the additional insured(s) at the location(s) j �' 9 or 2. Available under the applicable limits of intended use by any person or organization insurance: designated above. other than another contractor or subcontractor 2. In connection with your premises owned by or However engaged in performing operations for a rented to you whichever is less. 1. The Insurance afforded to such additional principal as a part of the same project. However. This endorsement shall not increase the insured only applies to the extent permitted by . 1. The insurance afforded to such additional applicable limits of insurance law;and insured only applies to the extent permitted by 2. If coverage provided to the additional insured is law,and required by a contract or agreement, the 2. If coverage provided to the additional insured is insurance afforded to such additional insured required by a contract or agreement, the will not be broader than that which you are insurance afforded to such additional insured required by the contract or agreement to will not be broader than that which you are provide for such additional insured. required by the contract or agreement to B. With respect to the insurance afforded to these provide for such additional insured additional insureds, the following additional exclusions apply, CG 20 26 12 19 (D Insurance Services Office,Inc.,2018 Page 1 of 1 CG 20 10 12 19 0 Insurance Services Office,Inc.,2018 Page 1 of 2 POLICY NUMBER:GEC001910417 COMMERCIAL GENERAL LIABILITY CG 20 37 12 19 C. With respect to the insurance afforded to these additional insureds, the following is added to Section III-Limits Of Insurance: THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. If coverage provided to the additional insured is ADDITIONAL INSURED - OWNERS LESSEES OR required by a contract or agreement.the most we r will pay on behalf of the additional insured is the CONTRACTORS - COMPLETED OPERATIONS amount of insurance: 1. Required by the contract or agreement,or This endorsement modifies insurance provided under the following 2. Available under the applicable limits of . insurance; COMMERCIAL GENERAL LIABILITY COVERAGE PART whichever is less. PRODUCTS/COMPLETED OPERATIONS LIABILITY COVERAGE PART This endorsement shall not increase the applicable limits of insurance. 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,it not shown above,will be shown in the Declarations. A. Section II-Who Is An Insured is amended to B. With respect to the insurance afforded to these include as an additional insured the person(s)or additional insureds, the following is added to organization(s) shown in the Schedule, but only Section III-Limits Of Insurance: with respect to liability for "bodily injury" or If coverage provided to the additional insured is "property damage"caused,in whole or in part,by required by a contract or agreement,the most we ,.your work" at the location designated and will pay on behalf of the additional insured is the described in the Schedule of this endorsement amount of Insurance: performed for that additional insured and included in the"products-completed operations hazard". 1. Required by the contract or agreement;or However 2. Available under the applicable limits of 1. the insurance afforded to such additional insurance; insured only applies to the extent permitted by whichever is less. law;and This endorsement shall not increase the 2. If coverage provided to the additional insured is applicable limits of insurance. 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. CG 20 10 12 19 6 Insurance Services Office,Inc..2018 Page 2 of 2 CG 20 37 12 19 ©Insurance Services Office,Inc..2018 Page 1 of 1 Policy Number:GF.0001910417 COMMERCIAL GENERAL LIABILITY CG 20 34 12 19 ENDORSEMENTp THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. ADDITIONAL INSURED - LESSOR OF LEASED This endorsement,effective 12:01a.m,07,26202_ ,forms a part of EQUIPMENT - AUTOMATIC STATUS WHEN REQUIRED IN LEASE AGREEMENT WITH YOU Policy No.GEC001910417 issued to SWCA,Inc.DBA SWCA ENVIRONMENTAL CONSULTANTS This endorsement modifies insurance provided under the following: by Greenwich Insurance Company. COMMERCIAL GENERAL LIABILITY COVERAGE PART THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. 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. PRIMARY INSURANCE CLAUSE ENDORSEMENT 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 This endorsement modifies insurance provided under the following. an additional insured on your policy. Such Section III—Limits Of Insurance: person(s)or organization(s)is an insured only with respect to liability for "bodily injury", "property The most we will pay on behalf of the additional damage" or "personal and advertising injury" insured is the amount of insurance: COMMERCIAL GENERAL LIABILITY COVERAGE PART caused,In whole or in part,by your maintenance, 1. Required by the contract or agreement you PRODUCTS/COMPLETED OPERATIONS COVERAGE PART operation or use of equipment leased to you by have entered into with the additional insured, such person(s)or organization(s). or However, the insurance afforded to such 2. Available under the applicable limits of It is agreed that to the extent that insurance is afforded to any Additional Insured under this policy,this additional insured: insurance, insurance shall apply as primary and not contributing with any insurance carried by such Additional 1. Only applies to the extent permitted by law, whichever is less. Insured.as required by written contract. and This endorsement shall not increase the 2. WIII 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 All other terms and conditions of this policy remain unchanged. when their contract or agreement with you for such leased equipment ends. XIL 424 0605 (0,2005,XL America,Inc. CG 20 34 12 19 9 Insurance Services Office,Inc..2018 Page 1 of 1 POLICY NUMBER:GECO01910417 COMMERCIAL GENERAL LIABILITY CG 25 03 05 09 B. For all sums which the insured becomes legally C.When coverage for liability arising out of the obligated to pay as damages caused by'occur- products-completed operations hazard" is pro- THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. rences"under Section I-Coverage A,and for all vided, any payments for damages because of medical expenses caused by accidents under "bodily injury"or"property damage"included in DESIGNATED CONSTRUCTION PROJECT(S) d Section I-Coverage C.which cannot be attrib- the'products-completed operations hazard'will ute only to ongoing operations at a single des- reduce the Products-completed Operations Ag- GENERAL AGGREGATE LIMIT ignated construction project shown in the Sched- gregate Limit, and not reduce the General Ag- ule above: gregate Limit nor the Designated Construction 1. Any payments made under Coverage A for Project General Aggregate Limit. damages or under Coverage C for medical D. If the applicable designated construction project This endorsement modifies insurance provided under the following expenses shall reduce the amount available has been abandoned, delayed, or abandoned under the General Aggregate Limit or the and then restarted,or if the authorized contract- COMMERCIAL GENERAL LIABILITY COVERAGE PART Products-completed Operations Aggregate ing parties deviate from plans, blueprints, de- limit,whichever is applicable;and signs,specifications or timetables,the project will 2. Such payments shall not reduce any Desig- still be deemed to be the same construction pro- SCHEDULE nated Construction Project General Aggre- ject, gate Limit. E. The provisions of Section III-Limits Of Insur- Designated Construction Project(s): ance not otherwise modified by this endorsement Each of your projects away from premises owned by or rented to you-when required by written contract shall continue to apply as stipulated. 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- 1. A separate Designated Construction Project struction Project General Aggregate Limit for General Aggregate Limit applies to each des- any other designated construction project ignated construction project,and that limit is shown in the Schedule above. 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. Aggregate Limit is the most we will pay for the However, instead of being subject to the sum of all damages under Coverage A,ex- General Aggregate Limit shown in the Decla- cept damages because of"bodily injury" or rations,such limits will be subject to the appli- "properry damage"included in the"products- cable Designated Construction Project Gen- completed operations hazard",and for medi- eral Aggregate Limit. 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 CO Insurance Services Office,Inc.,2008 Page 1 of 2 0 Page 2 of 2 ©Insurance Services Office,Inc.,2008 CG 25 03 05 09 ❑ POLICY NUMBER GEC00191041' COMMERCIAL GENERAL LIABILITY CG 24 04 12 19 ENDORSEMENT q THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY, WAIVER OF TRANSFER OF RIGHTS OF RECOVERY This endorsement,effective 1201 a.m.,07/26/2022 forms a part of AGAINST OTHERS TO US (WAIVER OF SUBROGATION) Policy No.GFCM1910417 issued to SWCA,Inc.DBA SWCA ENVIRONMENTAL CONSULTANTS by Greenwich Insurance Company. This endorsement modifies insurance provided under the following. THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. COMMERCIAL GENERAL LIABILITY COVERAGE PART ELECTRONIC DATA LIABILITY COVERAGE PART LIQUOR LIABILITY COVERAGE PART POLLUTION LIABILITY COVERAGE PART DESIGNATED SITES CANCELLATION NOTIFICATION TO OTHERS ENDORSEMENT POLLUTION LIABILITY LIMITED COVERAGE PART DESIGNATED SITES PRODUCTS/COMPLETED OPERATIONS LIABILITY COVERAGE PART RAILROAD PROTECTIVE LIABILITY COVERAGE PART in the event coverage Is cancelled for any statutorily permitted reason,other than nonpayment of premium, UNDERGROUND STORAGE TANK POLICY DESIGNATED TANKS advanced written notice will be mailed or delivered to person(s)or entity(ies)according to the notification schedule shown below: SCHEDULE Person anizatlon(s): Name of or EnUty( Any Name o org(anizationgwhere required by written contract provided that such contract was executed prior to ANY PERSONS ORME)NTITY(ES ) Mailing Address: oboe off Cancel i the date of loss as rmissable b law REQUIRING BY WRITTEN CONTRACT THAT THE NAMED INSURED PROVIDE Information required to complete this Schedule,if not shown above,will be shown in the Declarations. ADVANCED WRITTEN NOTICE OF REFER TO SPREADSHEET PROVIDED 30 CANCELLATION.THE PERSON OR ENTITY MUST BE LISTED ON A The following is added to Paragraph 8.Traneftr Of SPREADSHEET FROM THE BROKER Rights Of Recovery Against Others To Us of Section IV—Conditions: THAT INCLUDES THE PERSON'S OR We waive any right of recovery against the persons) ENTITY'S NAME AND A VALID MAILING or organization(s) shown in the Schedule above ADDRESS.THIS SPREADSHEET MUST because of payments we make under this Coverage BE RECEIVED BY THE COMPANY Part.Such waiver by us applies only to the extent that WITHIN FIVE DAYS OF THE COMPANYS the insured has waived its right of recovery against REQUEST TO THE BROKER. such person(s)or organization(s)prior to loss. This endorsement applies only to the person(s) or OTHERWISE,THE COMPANY WILL BEAR organization(s)shown in the Schedule above. NO RESPONSIBILITY FOR SUCH ADVANCED WRITTEN NOTICE OF CANCELLATION All other terms and conditions of the Policy remain unchanged. IXI 40S 0910 C 2010 X.L.America,Inc. All Rights Reserved. May not be copied without permission. CG 24 04 12 19 ©Insurance Services Office,Inc.,2018 Page 1 of 1 POLICY NUMBER AFkW1910217 COMMERCIAL AUTO CA 20 01 10 13 POLICY NUMBER: AECO01910217 XC 411 1013 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. ENDORSEMENT0007 This endorsement,effective 12:01 a.m.,July 26,2022 fortes a part of Policy No.AECO01910217 issued to LESSOR - ADDITIONAL INSURED AND LOSS PAYEE SWCA,INC.DBA.SWCA ENVIRONMENTAL CONSULTANTS by Greenwich Insurance Company. This endorsement modifies insurance provided under the following THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. AUTO DEALERS COVERAGE FORM BUSINESS AUTO COVERAGE FORM AUTOMATIC ADDITIONAL INSURED MOTOR CARRIER COVERAGE FORM This endorsement modifies insurance provided under the following: With respect to co%erage presided by this endorsement,the pmssions of the Coverage Form apply unless modified by the BUSINESS AUTO COVERAGE FORM endorsement. MOTOR CARRIER COVERAGE FORM This endorsement changes the policy elfectm on the inception date of the policy unless another date is indicated below. AUTO DEALERS COVERAGE FORM A. COVERED AUTOS LIABILITY COVERAGE,Who Is An Insured,is amended to include as an"insured"any Named Insured: SWCA,INC.DBA:SWCA ENVIRONMENTAL CONSULTANTS person or organization you are required in a written contract to name as an additional insured, but only for Endorsement EfMctive Date: 07/26/2022 `bodily injury"or"property damage'otherwise covered under this policy caused,in whole or in part,by the negligent acts or omissions of SCHEDULE 1. You,while using a covered"auto";or Insurance Company: Greenwich Insurance Company 2 Any other person,except the additional insured or any employee or agent of the additional insured, operating a covered'auto*with your permission; Policy Number. ABC001910217 Effective Dab: 0726/2022 Provided that: Expiration Dab: 0726/2023 a. The written contract is in effect during the policy penud of this policy, Named Insured: SWCA,INC.DBA:SWCA ENVIRONMENTAL CONSULTANTS 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 Address: 20 E.THOMAS ROAD,SUITE 1700 C. Such person or organization is an"insured"solely to the extent required by the contract,but in no PHOENK AZ 85012 event if such person or organization is solely negligent. Additional Insured(Ls eeor): See Endorsement#005 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 Address: C. General Conditions,Other Insurance is amended as follows. Designation Or Description Of"Leased Autos": See Endorsement#005 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. SDOM 08/05/2020 CA 20 01 10 13 tc Insurance Services Office,Inc..2011 Page 1 of 2 Coverages Limit Of Insurance ENDORSEMENT#005 Covered Autos Liability $ Each"Accident" This endorsement,el6sothe 12:01 a.m.,July 26,2022 fors a part of Policy No.AEC001910217 issued to Actual Cash Value Or Cost Of Repair,Whichever Is Less,Minus SWCA,INC.DBA:SWCA ENVIRONMENTAL CONSULTANTS by Greenwich Insurance Company. Comprehensive $ Deductible For Each Covered"Leased Auto" Actual Cash Value Or Cost Of Repair,Whichever Is Leas,Minus n consideration of the premium charged,It is hereby understood and agreed that: Collision $ Deductible For Each Covered"Leased Auto" On form CA 20 01 LESSOR—ADDITIONAL INSURED AND LOSS PAYEE Actual Cash Value Or Cost Of Repair,Whichever Is Less,Minus Additional Insured(Lessor)on the Schedule is amended to include: Specified $ Deductible For Each Covered"Leased Auto" Causes Of Loss � ALL LESSORS Information required to complete this Schedule,if not shown above will be shown in the Declarations. -- Da aranabon or Dexriotion of"L08sad Autos"on the Schedule is amended to include: A. Coverage 2. The insurance covers the interest of the lessor Any"Leased Auto" 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. All other tars and conditions remain the same 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 an"insured"only for"bodily injury"or"property 2. If you cancel the policy,we will mail notice to (Authorized Representative) 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 "employee'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 provide 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'. 00 403 01 10 CA 20 01 10 13 ©Insurance Services Office,Inc.,2011 Page 2 of 2 SDOM 08/05/2020 POLICY NUMBIiR AF:C00191021' POLICY NUMBER:AECO01910217 COMMERCIAL AUTO COMMERCIAL AUTO CA 04 49 11 16 CA 04 44 10 13 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. PRIMARY AND NONCONTRIBUTORY- WAIVER OF TRANSFER OF RIGHTS OF RECOVERY OTHER INSURANCE CONDITION AGAINST OTHERS TO US (WAIVER OF SUBROGATION) This endorsement modifies insurance provided under the following This endorsement modifies insurance provided under the following. AUTO DEALERS COVERAGE FORM AUTO DEALERS COVERAGE FORM BUSINESS AUTO COVERAGE FORM BUSINESS AUTO COVERAGE FORM MOTOR CARRIER 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 With respect to coverage provided by this endorsement,the provisions of the Coverage Form apply unless modified by the endorsement endorsement. This endorsement changes the policy effective on the inception date of the policy unless another date is indicated below. A. The following is added to the Other Insurance B. The following is added to the Other Insurance LN" med Insured: SWCA,INC.DBA:SWCA ENVIRONMENTAL CONSULTANTS Condition in the Business Auto Coverage Form and Condition in the Auto Dealers Coverage Form and the Other Insurance - Primary And Excess supersedes any provision to the contrary. ndorsement Effective Date: 0711-6/2022 Insurance Provisions in the Motor Carrier This Coverage Form's Covered Autos Liability Coverage Form and supersedes any provision to the Coverage and General Liability Coverages are SCHEDULE contrary primary to and volt not seek contribution from any This Coverage Form's Covered Autos Liability other insurance available to an"insured"under your Coverage is primary to and will not seek contribution policy provided that: Name(s)Of Persons)Or Organlzatlon(sJ: from an other insurance available to an"insured" WHERE REQUIRED BY WRITTEN CONTRACT OR AGREEMENT EXECUTED y 1. Such insured" is a Named Insured under sucn under your policy provided that: other insurance,and PRIOR TO LOSS(EXCEPT WHERE NOT PERMITTED BY LAW) 1. Such "insured" is a Named Insured under such 2 You have agreed in writing in a contract or other insurance,and agreement that this insurance would be primary 2. You have agreed in writing in a contract or and would not seek contribution from any other Information required to complete this Schedule,if not shown above,will be shown in the Declarations. agreement that this insurance would be primary insurance available to such"insured". and would not seek contribution from any other insurance available to such"insured"_ 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 49 11 16 D Insurance Services Office,Inc.,2016 Page 1 of 1 CA 04 44 10 13 (9 Insurance Services Office,Inc.,2011 Page 1 This page has been tell blank intentionally. ENDORSEMENT#008 This endorsement,effective 12:01 a.m.,July 26,2022 forms apart 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,advanced written notice will be mailed or delivered to person(s)or entity(ies)according to the notification schedule shown below Number of Days Name of Person(s)or Entity(ies) Mailing Address: 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 ADVANCED WRITTEN 30 NOTICE OF CANCELLATION.THE PERSON OR ENTITY MUST BE LISTED ON A SPREADSHEET FROM THE BROKER THAT INCLUDES THEENTRYS NAME ENTITY'S NAME AND A VALID MAILWG 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. D0 405 0810 SDOM 07/31/2020 ®2010 XL.America,Inc. All Rights Reserved. May riot be copied without permission. POLICY NUMBER:UECO01910317 COMMERCIAL EXCESS FOLLOW FORM AND UMBRELLA LIABILITY POLICY (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. 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. (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. THIS POLICY IS INCOMPLETE UNLESS THE DECLARATIONS AND ALL APPLICABLE FORMS AND ENDORSEMENTS ARE ATTACHED. We will make payment on behalf of the Insured under Insuring Agreements A and B only if. THROUGHOUT THIS POLICY THE WORDS"YOU"AND"YOUR"REFER TO THE NAMED INSURED SHOWN IN (1) Prior to the policy period,no insured listed under Section 11.Who Is An Insured,(B)(1),(6),(7),(8),(9)or DECLARATIONS ITEM 1 AND ANY OTHER PERSON OR ORGANIZATION QUALIFYING AS A NAMED (10);no manager in your nsk management,insurance or legal department;and no employee authorized by INSURED UNDER THIS POLICY THE WORDS "WE", "US". AND "OUR" REFER TO THE COMPANY you to give or receive notice of an occurrence,claim or suit:knew,prior to the policy period,that the PROVIDING THIS INSURANCE. 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 WORDS AND PHRASES THAT APPEAR IN BOLD HAVE SPECIAL MEANING AND ARE DEFINED IN SECTION VI-DEFINITIONS. (2) During 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 during the policy period,that the 1. INSURING AGREEMENTS bodily injury or property damage had occurred, in whole or in part , or of the existence of any In consideration of the payment of premium,and subject to the terms,definitions,conditions and limitations of this occurrence that caused personal and advertising injury,prior to the policy period. policy,including any endorsements or amendments thereto,we agree with the named insured as follows: For these purposes, bodily injury, property damage, and personal and advertising injury, Includin the P rP Y 1 ry, P PertY 9 P 9 1 ry, 9 continuation,change or resumption of such bodily Injury,property damage,or personal and advertising injury.. (A) Insuring Agreement A-Excess Follow Form Liability will be deemed to have been known at the earliest time when any of the above-referenced individuals: (1) We will pay on behalf of the Insured,subject to Section IV Limits of Insurance,those amounts the (1) Reports all or any part of the bodily injury property damage or personal and advertising injury to us Insured becomes legally obligated to pay as damages in excess of the scheduled underlying or any other insurer; 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 (2) Receives a claim because of the bodily injury,property damage w personal and advertising injury;or policy applies, (3) Becomes aware by any other means that bodily injury or property damage has occurred or has begun to (2) Coverage under this Insuring Agreement A shall follow the terms, definitions, conditions and have occurred, or an occurrence has been committed that has caused or may cause personal and limitations of the scheduled underlying Insurance, subject to the policy period, Limits of advertising injury. Insurance,premium,and any contrary provisions contained in this policy. However, this Insuring Agreement A will not apply to any disaster response expense as (C) Insuring Agreement C-Disaster Response Coverage 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 (1) We will indemnify the Insured for disaster response expenses resulting from a disaster event insurance occurring during the policy period,provided. (3) If we are prevented by law or statute from making payment on the Insured's behalf under Insuring (a) a disaster response advisor has been hired In connection with the disaster event and Agreement A.we will indemnify the insured for those sums otherwise payable hereunder. (b) a disaster event is reported to us at the number indicated In Declarations Item 8 within (B) Insuring Agreement B-Umbrella Liability Over Self-insured Retention twenty-four(24)hours of its commencement. 12) A disaster event will be deemed to commence when a key executive first becomes aware of a (1) We will pay on behalf of the insured,subject to Section IV.Limits of Insurance,those amounts not disaster event. A disaster event will be deemed to end when. 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 (a) we determine that any one of the elements listed in the definition of disaster event no damage(including liability assumed by the Insured under an insured contract)or personal and longer exists;or advertising injury taking place anywhere In the world and caused by an occurrence during the policy period. (b) the Disaster Response Expense Aggregate Limit listed in Declarations Item 3 has been exhausted, (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. whichever is earlier. XCU 050 0811 ©2011 X.L.America,Inc. All Rights Reserved. Page 2 of 26 XCU 050 0811 (D 2011 X.L.America,Inc. All Rights Reserved. Page 3 of 26 May not be copied without permission. May not be copied without permission. Includes copynghted matenal of Insurance Services offices,Inc.,with Its permission Induces copyrighted material or Insurance Services Offices,Inc with xs pemllaal.n (3) If we and the Insured disagree on whether a disaster event has occurred,the insured's right of reimbursement under Insunng Agreement C shall be arbitrated pursuant to the rules of the (12) A partnership,joint venture or limited liability company that you acquire or form during the policy American Arbitration Association for the state shown in Declarations Item 1. period,but only if we have named such partnership,joint venture or limited liability company as an Insured on a written endorsement that is made part of this policy. (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 III. DEFENSE AND SETTLEMENT (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 apse from a covered disaster event. (A) 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. If. WHO IS AN INSURE (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 damage, or personal and advertising (A) The following are insureds under Insuring Agreement A: Injury that are not covered by the scheduled underlying insurance or by other insurance. (1) The named insured. (C) When we assume the defense of any suit under Paragraph(A)or(B)above,we will have the right to investigate,defend and settle such suit as we deem appropriate. We will defend any such suit even if it is 2 An person or organization qualifying as an Insured under the scheduled underlying Insurance, groundless,false or fraudulent. We also will pay the following supplementary payments In connection with O y g q 9 y g an suit we defend, but only if such supplementary but for no broader coverage than would be afforded to such person or organization by the Y Y PP ry payments are not covered by the scheduled scheduled underlying insurance. underlying insurance or any other insurance (B) The following are Insureds under Insuring Agreements B and C (1) Premiums on appeal bonds or bonds to release attachments,subject to the applicable Limits of Insurance set forth In the Declarations,provided that we will not be obligated to apply for or furnish (1) The named insured any such bond. (2) Any person or organization,other than an employee or volunteer worker,while such person or (2) Al costs taxed against an insured in connection with the suit. organization is acting as your real estate manager. (3) Pre-judgment interest awarded against the insured on that part of any judgment paid under this (3) Your legal representative if you die,but only with respect to his or her duties as such policy,but only such interest as shall accrue before we make a settlement offer within the policy's applicable Limits of Insurance. (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. (q) Post-judgment interest that accrues after entry of judgment and before we have paid,offered to pay,or deposited in court,that part of the judgment that is within this policy's applicable Limits of (5) Your volunteer workers,but only while performing duties related to the conduct of your business. insurance. (6) If you are designated in the Declarations as an individual,then your spouse,but only with respect (5) Reasonable expenses incurred by an insured at our request or with our consent. to the conduct of a business of which you are the sole owner. (D) We will have no duty to defend,investigate,pay or settle,or continue to defend,investigate,pay or settle,a (7) If you are designated in the Declarations as a partnership or joint venture,your partners and their suit after the applicable Limits of Insurance set forth in the Declarations have been exhausted by the spouses,but only with respect to the conduct of your business. payment of loss;in which rase we will have the Fight to withdraw and discontinue our investigation or defense of such suit. (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 (E) We will have no duty to defend the insured against any suit seeking damages to which this Insurance does such. not apply. (9) If you are designated in the Declarations as an organization other then a partnership,joint venture (F) If we are prevented by law or statute from assuming our defense obligations under Paragraph(A)or(B), or limited liability company, your executive officers and directors, but only with respect to their we will pay any expenses incurred by you with our consent in connection with the defense of a suit duties as such. Your stockholders are also Insureds, but only with respect to their liability as otherwise covered by that section. stockholders. (G) Except as otherwise provided in this Section III.Defense and Settlement,we shall have no duty to defend (10) If you are designated in the Declarations as a trust,your trustees, but only with respect to their any suit against an Insured. We,however,will have the right,but not the duty,to associate with you in the duties as such investigation, settlement or defense of any claim or suit to which this policy applies,in which case the insured will cooperate with us and make available all information and records we reasonably require. We (11) Any organization in which you maintain an interest of more than fifty percent(50%) as of the will exercise our right to associate at our expense. effective date of this policy. XCU 050 0811 ©2011 X.L.America,Inc. All Rights Reserved. Page 4 of 26 XCU 050 0811 U 2011 X.L.America,Inc. All Rights Reserved. Page 5 of 26 May not be copied without permission. May not be copied without permission. Includes copyrighted malonal of Insurance Services Offices,Inc.,with its per —ch Includes copyrighted matenal of Insurance Semces Offlcae.Inc.with As penniss,on This page has been left blank intentionally. ENDORSEMENT #012 This endorsement, eflecthe 12:01 a.m.,July 26,2022 fortes a part of Policy No.UECO01910317 Issued to SWCA.INC. DBA:SWCA ENVIRONMENTAL CONSULTANTS by7Q-Specialty Insurance Company. THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. CANCELLATION NOTIFICATION TO OTHERS ENDORSEMENT In the event co%erage is cancelled for any statutonly permitted reason,other than nonpayment of premium,ad%enced written notice will be mailed or delivered to persons)or entity(iss)according to the notification schedule shown below. Number of Days Name of Person(s)or Entity(ies) Mailing Address. Advanced Notice of Cancellation: ANY PERSON(S)OR ENTITY(IES) REQUIRING BY REFER TO WRITTEN CONTRACT THAT THE NAMED INSURED SPREADSHEET 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 AILING 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 teens and conditions of the Policy remain unchanged. IX 405 0910 RISH 08/04/2020 m 2010 XL.America,Inc. All Rights Reserved. May not be copied without permission. WORKERS COMPENSATION AND EMPLOYERS LIABILITY INSURANCE POLICY WC 00 03 13 WORKERS COMPENSATION AND EMPLOYERS LIABILITY INSURANCE POLICY WC 04 03 06 (Ed 4-84) _... (Ed.04-94) WAIVER OF OUR RIGHT TO RECOVER FROM OTHERS ENDORSEMENT WAIVER OF OUR RIGHT TO RECOVER FROM OTHERS ENDORSEMENT—CALIFORNIA 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 We have the right to recover our payments from anyone liable for an injury covered by this policy.We will not enforce our nght you perform work under a written contract that requires you to obtain this agreement from us.) 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 0te Schedule. You must maintain accurate) segregating records payroll y eg.gating the remuneration of your employees while engaged in the work described in the Schedule. Schedule The additional premium for this endusement shall be 2%of the California workers compensation premium othenvse due on such remuneration. Where required by written agreement signed pnor to loss. Schedule Person or Organization Job Description Where required by written agreement signed prior to loss All Califomia 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.) n-.wurs.m.m r:nany.s m.pui,y to and,s effect,,.on the dale issued-mess omerwrse starea (The information below is required only when this endorsement Is Issued subsequent to preparation of the policy.I Endorsement Effective 0746�2022 Policy No. WEC001910617 Endorsement No Insured Premium Included Endorsement Effect,,.01/26/2022 Policy No WECO01910617 L,,doreemer,I No SWCA,Inc.DBA:SWCA ENVIRONMENTAL CONSULTANTS Insured I...re.—Company Insurance Company Countersigned by SWCA,Inc.DBA:SWCA ENVIRONMENTAL Greenwich lnsuranw Company XL Specialty Insurance Company CONSULTANTS Counteragned By WC000313 — (Ed.4-81) WC 04 03 06 Pa0e 1 of 1 (Ed.04-84) copyneht teen Wodori Compen.et—I.......R.we B.—or Cenfor„u.Ni fti,ts fled. C 1353 Narron.l Council an Cemp.n.etron I--- WORKERS COMPENSATION AND EMPLOYERS LIABILITY INSURANCE POLICY WC 42 03 04 B WORKERS COMPENSATION AND EMPLOYERS LIABILITY INSURANCE POLICY WC 43 03 05 (Ed.6-14) (Ed.7-00) TEXAS WAIVER OF OUR RIGHT TO RECOVER FROM OTHERS ENDORSEMENT UTAH WAIVER OF SUBROGATION ENDORSEMENT This endorsement applies only to the insurance provided by the policy because Texas Is shown in Item 3.A.of the Information Page. This endorsement applies only to the insurance provided by the policy because Utah is shown in Item 3.A.of the We have the right to recover our payments from anyone liable for an injury covered by this policy.We will not enforce Information Page. our right against the person or organization named in the Schedule,but this waiver applies only with respect to bodily We have the right to recover our payments from anyone liable for an injury covered by this policy.We will not enforce injury arising out of the operations described in the Schedule where you are required by a written contract to obtain this waiver from us 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 endorsement shall not operate directly or indirectly to benefit anyone not named in the Schedule. This agreement shall not operate directly or indirectly to benefit anyone not named in the Schedule.Our waiver of The premium for this endorsement is shown in the Schedule. rights does not release your employees'rights against third parties and does not release our authority as trustee of claims against third parties. Schedule Schedule 1. ( )Specific Waiver Where required by written agreement signed prior to loss. Name of person or organization (X)Blanket Waiver Any person or organization for whom the Named Insured has agreed by written contract to furnish this waiver. 2. Operations:All Texas Operations 3. Premium: The premium charge for this endorsement shall be 2.000 percent of the premium developed on payroll in connection with work performed for the above person(s)or organization(s)arising out of the operations described. 4. Advance Premium: This endorsement chanyes the policy to which it is attached and is effective on the date Issued unless otherwise stated. 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.) (The information below is required only when this endorsement is issued subsequent to preparation of the policy.) Endorsement Effective 07/26/2022 Policy No. WFC001910617 Endorsement No. Endorsement Effective 07/26/2022 Pnl,cv Nn WECO01910617 Endorsement No. insured Insured Premium$ Included SWCA,Inc.DBA:SWCA ENVIRONMENTAL CONSULTANTS Premium Included SWCA,Inc.DBA:SWCA ENVIRONMENTAL CONSULTANTS SWCA Insurance Company Countersigned by Insurance Company Countersigned by XL Specialty Insurance Company Specialty y --_-- XL S malt Insurance Company WC 42 03 04 B WC 43 03 05 (Ed.6-14) (Ed.7-00) t�Copyright 2014 National Council on Compensation Inruranc..Inc.All Rlghb Moo Nrtlonai Council on Como—itlon Inaurrnc..Inc. _ WORKERS COMPENSATION AND EMPLOYERS LIABILITY INSURANCE POLICY WC 99 01 10 This page has been left blank intentionally. (Ed.1/08) THIS ENDORSEMENT CHANGES THE POLICY, PLEASE READ IT CAREFULLY. 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. Cancelatlon of the Workers' Compensation and Employers'Liability Insurance Policy or as amended by an applicable state cancellation endorsement,is increased to the number of days 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 dale 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.W ECW 1910617 Endorsement No. Insured SWCA,Inc.DSA:SWCA ENVIRONMENTAL CONSULTANTS Insurance Company XL Specialty Insurance Company WC 99 Ot 10 Countersigned by Ed.1/08 0 2007 XL A-w,,L-