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HomeMy WebLinkAboutPSA Watershed CompanyProfessional Services Agreement THIS AGREEMENT is entered into between KITTITAS COUNTY (hereinafter "the County" or "Kittitas County"), ~ political subdivision of the State of Washington, and / Name: Address: The Watershed Company 750 -6th Street South Kirkland, WA 98033 Project Contact: Greg Johnston Telephone#: 425-822-5242 ext. 712 425-650-1312 direct GJohnston@watershedco.com Email: (hereinafter "Contractor"). This Agreement is comprised of: Attachment A -Scope of Work Attachment B -Compensation Attachment C -General Conditions Attachment D -Insurance County's Address: Kittitas County 205 W. 5th Avenue, Suite 108 Ellensburg, WA 98926 County Project Manager: Name: Lindsey Ozbolt Title: Planning Official Telephone#: 509-962 -7046 Email: Attachment E -Retirement Status Form (s ignature required) Attachment F -Contractor W-9 (must be completed and returned to the County for payment) Copies of which are attached hereto and incorporated herein by this reference as if fully set forth. Page 1 of 21 PROFESSIONAL SERVICES AGREEMENT The term of t h is Agreement shall commence on the _5_ day of February, 2019 and shall remain in effect u nless terminated as provided elsewhere in this Agreement . Contractor acknowledges and by signing this Agreement agrees that the Indemnification provisions set forth in Paragraphs 7 (Independent Contractor), 9 (Taxes), 15 (Defense and Indemnity Agreement), 21 (Patent/Copyright Infringement) and 24 (Confidentiality), are totally and fully part of this Agreement and have been mutually negotiated by the parties. IN WITNESS WHEREOF, the parties have executed this Agreement this _5_ day of February, 2019. CONTRACTOR: 'The w,-..\--,erf~A l,-.,'P"'-/ ~~ , 201.i_ APPROVED: BOARD OF COUNTY COMMISSIONERS KITTITAS COUNTY, WASHINGTON ABSENT Cory Wright, Chairman ~ Brett Wachsmith, Vice-Chairman CONTRACT HAS BEEN APPROVED AS TO FORM BY KITTITAS COUNTY DEPUTY PROSECUTING ATTORNEY Page 2 of 21 PROFESSIONAL SERVICES AGREEMENT ATTACHMENT "A" CRITICAL AREAS ORDINANCE (CAO) REVIEW AND DRAFT UPDATE SCOPE OF WORK Kittitas County Phase I 1. Project Kick-off. At the start of this project, The Watershed Company (Watershed) will meet with County staff by phone to review/refine objectives, agree on initial tasks and timeline and coordinate on known resources to be delivered to the project team. 2. Record Review. Watershed staff will review: a. The County's current critical areas code and the single latest draft of the proposed update, which will be the November 2018 submittal as reviewed and discussed at the County Planning Commission meeting held on November 27, 2018; b. Relevant County process documentation as identified/narrowed by County planning staff; and c. Review of relevant citizen, agency, and commissioner comment documentation as identified/narrowed by County planning staff. Based on Watershed staff review, issues pertaining to sections within the draft CAO in need of further evaluation and likely leading to CAO revisions based on public, agency, tribal, and commissioner input to date, will be identified and listed. 3. Recommendations Memo. With internal review and quality control oversight, a memo addressed to Kittitas County planning staff will be prepared identifying which issues are recommended to be addressed in upcoming preliminary CAO draft amendments. Brief explanations will be included as to why each item on the list was selected and included. The memo will be sent to County planning staff via email and discussed during a conference call. Based on conclusions reached via conference call and email, an updated, final memo will be prepared to reflect concurrence between County planning and Watershed staff regarding which CAO elements are to be focused on in upcoming updates and, by default, which are to be left largely as-is and will not be significantly revised beyond some language structure and formatting. 4 . Draft Amendments. TWC staff, with internal review and quality control oversight, will prepare preliminary, recommended amendments to the November 2018 CAO draft. These amendments will be intended to meet the requirements of the Growth Management Act (GMA) in consideration of preferences and input from County citizens, planning staff, and Commissioners. Draft, recommended amendments will be sent to County planning staff via email and discussed during two conference call meetings. A topic of discussion will likely be how to reach the best compromise between the requests and preferences of County citizens (as derived from public and commissioner input), the requirements of the GMA, and comments or other input from the tribes and state agencies. Watershed will update draft CAO amendments based on conclusions reached in discussion with County planning staff. 5. Stakeholder Participation. Watershed will participate in public meetings and public involvement activities as arranged by County planning staff. Attendance at and preparation for two public meetings attended by 10 or Page 3 of 21 PRO FESSIONAL SERVICES AGREEMENT fewer stakeholders is envisioned . Watershed will attend conference calls or conduct other correspondence with staff to summarize public in p ut and reach agreement on how the draft CAO should be modified i n response . These additional CAO updates wi ll occur in Phase II. 6. Phase II Scoping. Based on progress in Phase 1, conduct scoping and budgeting for Phase 2 whereby submission to the Planning Commission for acceptance is envisioned . Phase II would likely include additional updates to the draft CAO amendments based on i nput from the public involvement process, as agreed in discuss io n with County planning staff and, ultimat ely, submission to the Planning Commission for accep t ance. Additional public meetings or hearings may also be included . Page 4 of 21 PROFESSIONAL SERVICES AGREEMENT ATTACHMENT 11 8 11 COMPENSATION THE COUNTY WILL NOT PROCESS PAYMENT FOR SERVICES RENDERED UNDER THIS AGREEMENT UNTIL THE CONTRACTOR SUBMITS A COMPLETED W-9 (SEE ATTACHMENT "F") As full compensation for satisfactory performance of the work described in Attachment "A", the County shall p ay to the Co ntractor co m pe nsa t i on not t o exc ee d $3 5,400 . The Contractor shall submit monthly invoices to the County Project Manager listed on page 1 of this Agreement . The Contractor shall submit with each monthly invoice a written progress report to the County Project Manager. The progress reports shall include, at a minimum, the following: any problems, delays or adverse conditions which will materially affect the Contractor's ability to meet project objectives or time schedules together with a statement of action taken or proposed to resolve the situation. Reports shall also include recommendations for changes to the Scope of Work, if any. Payments may be withheld if reports are not submitted. Task# 1 2 3 4 5 6 Expenses Totals CRITICAL AREAS ORDINANCE REVIEW AND DRAFT UPDATE BUDGET AND TIMELINE Kittitas County Task Hours Cost Duration, weeks Project Kick-off 21 $3 ,100 1 Record Review 39 $5 ,700 2 Recommendations Memo 36 $5,200 5 Draft Amendments 85 $12,000 6 Stakeholder Participat ion 52 $7 ,650 6 * Phase II Scoping 9 $1,300 1 $450 $35,400 21 weeks Dates 2/5-2/12 2/12-2/26 2/26-4/2 4/2 -5/14 5/14-6/25 6/25-7 /2 2/5-7/2 * Coordination and timing of the elements of Task 5, St akeh older Particip ation, is largely out of Wat ershed Company con trol. Page 5 of 21 PRO FE SSIONAL SERVICES AGREEMENT l. ATTACHMENT "C" GENERAL CONDITIONS Scope of Contractor's Services : Contractor agrees to provide to the County services and any materials set fo rth in the project narrative identified in Attachment "A" during the Agreement period. No materi al, labor, or facilities will be furnished by the County, unless otherwi se provi ded for in the Agreement . 2. Perfo r mance o f Work: Contra ct o r shall perform work in accordanc e with, and shall comply with, all of the provisions of this Agreement . All work shall comply with appl icable codes and ord i nances. 3. Schedule of Performance : Un l ess directed otherwise by the County, Contractor shall perform the work in accordance with any sched ul es made a part of this Agreement. 4. Definitions: 4.1 "Additional lnsured 's" means the County, its successors and assigns, and the respective directors, officers, em p loyees, agents and representatives of the County and its successors and assigns. 4.2 "Support" mean s th e following : Contractor's d i rectors, officers, employees, agents and representatives; and su b-Contractors of any tier; the respective directo r s, officers, employees, agents and representa t ives of these sub -Contractors of any tier; and any other person or entity acting under the direction or control of, or on behalf of, Contractor or any Contractor's sub - Contractors of any tie r in connection w ith or incident to the performance of t h e Work or this Agreement. 4 .3 The "Work" means all of the duties listed in Attachment "A" and the perform ance of all other obligations, under th i s Agreement by Contractor or its Support. 5. Accounting and Payment for Contractor Services: Payment to the Contractor for services rendered under this Agreement shall be as set forth in Attachment "B". Where Att achment "B" requires payments by the County, payment shall be based upon b i llings, supported unless otherwise provided in Attachment "B", by documen t ation of units of work actually performed and am o unts earned, including where appropriate, the total n umber of hours for the month and the total do ll ar payment requested. Unless specifically stated in At tachment "B" or approved in writing in advance by the Kittitas County Board of Commissioners, th e County will not reimburse the Contractor for any co sts or expenses incurred by the Contracto r in p erformance of this Agreement. THE COUNTY WILL NOT PROCESS PA YMENT FOR SERVICES RENDERED UNDER THIS AGREEMENT UNTI L THE CONTRACTOR SUBMITS A COMPLETED W-9 (SEE ATTACHMENT "F") Page 6 of 21 PROFESSIONAL SERVICES AGREEMENT Where required, the County shall, upon receipt of appropriate documentation, compensate the Contractor, no more often than monthly, through the County voucher system, for the Contractor's service pursuant to the fee schedule set forth in Attachment "B". 6. Assignment and Subcontracting: No portion of this Agreement may be assigned or subcontracted to any other individual, firm or entity without the express and prior written approval of the County. 7. Independent Contractor: The Contractor's services shall be furnished by the Contractor as an independent Contractor and nothing herein contained shall be construed to create a relationship of em p l oy er-employ ee or master-servant, but al l p ay ments made here u nder and al l ser v ices performed shall be made and performed pursuant to this Agreement by the Contractor as an independent Contractor. The Contractor acknowledges that the entire compensation for this Agreement is specified in Attachment "B" and the Contractor is not entitled to any County benefits including, but not limited to : vacation pay, holiday pay, sick leave pay, medical, dental, or other insurance benefits, or any other rights or privileges afforded to Kittitas County employees. Contractor will defend, indemnify and hold harmless the County, its Additional lnsured's, officers, agents or employees from any loss or expense, including but not lim ited to settlements, judgments, setoffs, attorneys' fees or costs incurred by reason of claims or demands because of breach of the provisions of this paragraph. 8 . No Guarantee of Employment: The performance of all or part of this Agreement by the Contractor shall not operate to vest any employment rights whatsoever and shall not be deemed to guarantee any employment of the Contractor or any employee of the Contractor or any sub-Contractor or any employee of any sub-Contractor by the County at the present time or in the future. 9 . Taxes: The Contractor understands and acknow ledges that the County will not withhold Federal or State income taxes. Where required by State or Federal law, the Contractor authorizes the County to make withholding for any taxes other than income taxes (i.e. Medicare). All compensation received by the Contractor will be reported to the Internal Revenue Service at the end of the calendar year in accordance with the applicable IRS regulations. It is the responsibility of the Contractor to make the necessary estimated tax payments throughout the year, if any, and the Contractor is solely liable for any tax obligation arising from the Contractor's performance of this Agreement. The Contractor hereby agrees to indemnify the County against any demand to pay taxes arising from the Contractor's failure to pay taxes on compensation earned pursuant to this Agreement. The County will pay sales and use taxes imposed on goods or services acquired hereunder as required by law. The Contracto r must pay all other taxes including, but not limited to : Business and Occupation Tax , taxes based on the Contractor's gross or net income, or personal property to which the County does not hold title. The County is exempt from Federal Excise Tax. Page 7 of 21 PROFESSIONAL SERVICES AGREEMENT 10. 11. 12 . Regulations and Requirement: This Agreement shall be subject to all laws, rules and regulations of the United States of America, and State of Washington, and political subdivisions of the State of Washington, and to any other provisions set forth herein or in the Attachments. Right to Review : This contract is subject to review by any Federal or State auditor. The County or its designee shall have the right to review and monitor the financial and service components of this program by whatever means are deemed expedient by the County. Such rev i ew may occur with or without notice, and may include, but is not limited to, on-site inspection by County agents or employees, inspection of all records or other materials which the County deems pertinent to the Agreement and its performance, and any and all communications with or evaluatio n by service recipients under this Agreement . The Contractor shall preserve and maintain all financial records and records relating to the performance of work under this Agreement for 6 years after contract termination, and shall make them available for such review, within Kittitas County, State of Washington, upon request. Modifications: 12.1 Either party may request changes in the Agreement . Any and all agreed modificat ions shall be in writing, signed by each of the parties. 12.2 The County may, at any time, by written notice thereof to Contractor ("Change Notice") make changes in the Work within the general scope of this Agreement, inclu d ing, but not limited to : (a) changes in, revisions to, subst itutions for, additions to or deletions of any Work; (b) changes in schedule; and (c) acceleration , deceleration or suspension of performance of an y Work. 12.3 If any change in the Work causes an increase or decrease on Contractor's cost of, or the time required for, performance of the Work, an equitable adjustment in the compensation to Contractor and in the schedule for the performance of the Work shall be made to reflect such an increase or decrease. 12.4 Notwithstanding any dispute or delay in arriving at a mutually acceptable equitable adjustment, Contractor shall proceed in accordance with all Change Notices . Contractor must, within thir~y {30) days after receipt of any Change Notice that does not set fo rth any acceptable adjustment, submit to the County a written statement setting forth any adjustment claimed. 12.5 If any change results in a decrease in the Work performed, Contractor shall be entitled to compensation associated with changing the Work, such as revising design already completed , revis i ng calculations al r eady performed, and revising documents. 13 . Termination for Default: If the Contractor defaults by failing to perform any of the obl igations of the Agreement or becomes ins o lvent or is declared bankrupt or commits any act of bankruptcy or insolvency or makes an assig n ment for the benefit of creditors, the County may, by depositing written notice to the Contractor in the U.S. mail, postage prepaid, terminate the Agreement, and at the County's option, obtain performance of the work elsewhere . If the Agreement is terminated for Page 8 of 21 PROFESSIONAL SERVICES AGREEMENT default, the Contractor shall not be entitled to receive any further payments under the Agreement until all work called for has been fully performed . Any extra cost or damage to the County resulting from such default(s) shall be deducted from any money due or coming due to the Contractor. The Contractor shall bear any extra expenses incurred by the County in completing the work, and all damage sustained, or which may be sustained by the County by reason of such default. If a notice of termination for default has been issued and it is later determined for any reason that the Contractor was not in default, the rights and obligations of the parties shall be the same as if the notice of termination had been issued pursuant to the Termination for Public Convenience paragraph hereof. 14. Termination for Public Convenience: The County may terminate the Agreement in whole or in part whenever the County determines, in its sole discretion that such termination is in the best interests of the County. Whenever the Agreement is terminated in accordance with this paragraph, the Contractor shall be entitled to payment for actual work performed at unit contract prices for completed items of work. In the event of such termination, an equitable adjustment shall be made in the compensation payable to Contractor. 15. An equitable adjustment in the contract price for partially completed items of work will be made, but such adjustment shall not include provision for loss of anticipated profit on deleted or uncompleted work. Termination of this Agreement by the County at any time during the term, whether for default or convenience, shall not constitute a breach of contract by the County. Defense & Indemnity Agreement: The Contractor agrees to and shall, indemnify and hold harmless the County, its Additional lnsured's, appointed and elective officers, agents and employees, from and against all loss or expense, including but not limited to judgments, settlements, reasonable attorney's fees and costs of defense by reason of any and all claims and demands upon the County, its Additional lnsured's, its elected or appointed officials, agents, or employees for damages because of personal or bodily injury, including death at any time resulting therefrom, sustained by any person or persons and on account of damage to property including loss of use thereof, to the extent caused by the negligence of the Contractor, its sub-Contractors, its elected officers, employees or their agents, except only such injury or damage by the negligence of the County, its Additional lnsured's, appointed or elected officials, agents, or employees. It is further provided that no liability shall attach to the County by reason of entering into this contract, except as expressly provided herein. 16. Industrial Insurance Waiver: With respect to the performance of this Agreement and as to claims against the County, its Additional lnsured's, officers, agents and employees, the Contractor expressly waives its immunity under Title 51 of the Revised Code of Washington, the Industrial Insurance Act, for injuries to its employees and agrees that the obligations to indemnify, defend and hold harmless provided in this agreement extend to any claim brought by or on behalf of any employee of the Contractor. This waiver is mutually negotiated by the parties to this Agreement. 17 . Venue and Choice of Law: In the event that any litigation should arise concerning the construction or interpretation of any of the terms of this Agreement, the venue of such action of litigation shall be in Page 9 of 21 PROFESSIONAL SERVICES AGREEMENT the Superior Court of the Stat e of Washington in and for the County of Kittitas. This Agreement shall be governed by the law of the State of Washington. 18. Withholding Payment: In the event the Contracto r has failed to perform any obligation to be perfo r med by the Contractor u nder this Agreement within the time set forth in this Agreement, then the County may, upon written notice, withhold all monies due and payable to Contractor, without penalty, until such failure to perform is cured or otherwise adjudicated. 19. Future Non-Allocation of Funds: If sufficient funds are not appropriated or allocated for payment under this Agreement for any f uture fiscal period, the County will not be obligated to make payments for services or amounts incurred after the end of the current fiscal period. No penalty or expense shall accrue to the County in the event this provision applies. 20. Contractor Commitments, Wa r ranties and Representations: The Contractor represents and warrants to the Co unty as follows: 20.1 The Contractor is duly incorporated, validly existing and in good standing under the laws of the State of Washington, and has all requisite co r porate power and authority to ent er into and to perform its obligations under this Agreement . 20.2 The Contractor has the authority to execute this Agreement, to make the representations and warranties set forth in it and to perform the obligations of the Contractor under this Agreement in accordance with its terms. 20.3 This Agreement has been validly executed by an authorized representative of t h e Contractor and constitutes a valid and legally binding and enforceable obligation of Contractor. 20.4 The Contractor has o r will obtain prior to the commencement date such licenses, permits and other authorizations from federal, state and other governmental authorities, as are necessary for the performance of its obligations under this Agreement. 20.5 The Contractor is not in violation of any applicable law, ordina nce or r egulation the consequence of wh i ch will or may materially affect Contractor's ability to perform its obligations unde r this Agreement. The Contractor is not subject to any order or judgment of any court, tribunal or governmental agency which materially and adverse ly affects its operations or assets in the State of Washington, or its ability to perform its obligations under this Agreement. 20.6 The Contractor certifies that that it is not presently debarred, suspende d, p roposed for debarment, declare d ineligible or voluntarily excluded from covered transactions by any Federal department or agency. Page 10 of 21 PROFESSIONAL SERVICES AGREEMENT 21 . 22. 20.7 None of the representations or warranties in this Agreement, and none of the documents, statements, certificates or schedules furnished or to be furnished by Contractor pursuant hereto or in connection with the performance of the obligations contemplated under this Agreement, contains or will contain any untrue statement of a material fact or omits or will omit to state a material fact necessary to make the statements of fact contained therein not misleading. Patent/Copyright Infringement: Contractor will defend and indemnify the County from any claimed action, cause or demand brought against the County; to the extent such action is based on the claim that information sup plied by the Co ntractor i nfri nges an y patent or cop y ri g ht. T h e Co ntracto r will pay those costs and damages attributable to any such claims that are finally awarded against the County in any action . Such defense and payments are conditioned upon the following: 21 .1 Contractor shall be notified promptly in writing by County of any notice of such claim. 21 .2 Contractor shall have the right, hereunder, at its option and expense, to obtain for the County the right to continue using the information, in the event such claim of infringement is made, provided no reduction in performance or loss results to the County. Disputes: 22 .1 General: Differences between the Contractor and the County, arising under and by virtue of the Agreement Documents shall be brought to the attention of the County at the earliest possible time in order that such matters may be settled or other appropriate action promptly taken . Except for such objections as are made of record in the manner hereinafter specified and within the time limits stated, the records, orders, instructions, and decisions of the Kittitas County Commissioners shall be final and conclusive. 22.2 Notice of Potential Claims: The Contractor shall not be entitled to additional compensation which otherwise may be payable, or to extension of time for (1) any act or failure to act by the County, or (2) the happening of any event or occurrence, unless the Contractor has given the County a written Notice of Potential Claim within ten (10} days of the commencement of the act, failure, or event giving rise to the claim, and before final payment by the County. The written Notice of Potential Claim shall set forth the reasons for which the Contractor believes additional compensation or extension of time is due, the nature of the cost involved, and insofar as possible, the amount of the potential claim . Contractor shall keep full and complete daily records of the work performed, labor and material used , and all costs and additional time claimed to be additional. 22 .3. Detailed Claim : The Contractor shall not be entitled to claim any such additional compensation, or extension of time, unless within thirty (30) days of the completion of the portion of the work from which the claim arose, and before final payment by the County, the Contractor has given the County a detailed written statement of each element of cost or other compensation Page 11 of 21 PROFESSIONAL SERVICES AGREEMENT requested and of all elements of additional time required, and cop ies of any supporting documents evidencing the amount or extension of time claimed to be due. 23. Ownership of Items Produced: All writings, programs, data, public records or other materials prepared by the Contractor and/or its consultants or sub-Contractors, in connection with performance of this Agreement shall be the sole and absolute property of the County. 24. Confidentiality: The Contractor, its employees, sub-Contractors, and their employees shall maintain the confidentiality of all information provided by the County or acquired by the Contractor in p erformance of this Agreement, except upon the prior written consent of the Kittitas County Prosecuting Attorney or an orde r entered by a court after having acquired jurisdiction over the County. Contractor shall immediately give to the County notice of any judicial proceedings seeking disclosure of such information. Contractor shall indemnify and hold harmless the County, its Additional lnsured's, officials, agents or employees from all loss or expense, including, but not li mited to settlements, judgments, setoffs, attorneys' fees and costs resulting from Contractor's breach of this provision. 25. Notice: Except as set forth elsewhere in the Agreement, for all purposes under t his Agreement, except service of process, notice shall be given by the Contractor to the department head of the department for whom services are rendered, the County Project Manager (listed on page 1 of this Agreement} and to the Kittitas County Board of County Commissioners, 205 W 5th Ave, Suite 108, Ellensburg, WA 98926. Notice to the Contractor for all purposes under this Agreement shall be given to the address reflected on the signature page. Notice may be given by delivery or by depositing in the U.S. Mail, first class, postage prepaid. 26. Severability: If any term or condition of this Agreement or the application thereof to any person(s} or circumstances is held invalid, such invalidity shall not affect other terms, conditions or applications which can be given effect without the invalid term, condition or application . To this end, the terms and cond itions of this Agreement are declared severable. 27. Miscellaneous: 27.1 The County's failure or delay to insist upon strict performance of any of the provisions of this Agreement or to exercise any rights or remedies under this Agreement shall not be construed as a waiver or relinquishment to any extent of its right to assert or rely upon any such provisions, rights or remedies in that or any other instance; rather the same shall be and remain in full force and effect. 27.2 This Agreement embodies the entire Agreement between the County and Contractor, and supersedes any and all prior agreements, regarding the Work. No change, amendment or modification of any provisions of this Agreement shall be valid unless set forth in a written instrument signed by the party to be bound thereby. Page 12 of 21 PROFESSIONAL SERVICES AGREEMENT 27.3 The rights and remedies of the County set forth in any provision of this Agreement are in addition to and do not in any way limit any other rights of remedies afforded to the County by any other provisions of this Agreement, by any of Contractor's Support or by law. 27.4 The headings of sections and paragraphs of this Agreement are for convenience of reference only and are not intended to restrict, affect or be of any weight in the interpretation or construction of the provisions of such sections or paragraphs . 28. Waiver: Waiver of any breach or condition of this Agreement shall not be deemed a waiver of any prior or subsequent breach. No terms or conditions of this Agreement shall be held to be waived, modified or deleted except by an instrument, in writing, signed by the parties hereto . 29 . Survival: The provisions of paragraphs 7, 9, 11, 13, 14, 15, 16, 17, 18, 19, 20, 21, 22, 23, 24, 28, 30, and 31, shall survive, notwithstanding the termination or invalidity of this Agreement for any reason. 30 . Nondiscrimination : 30 .1 The County is an equal opportunity employer. 30.2 Nondiscrimination in Employment: In the performance of this Agreement, the Contractor will not discriminate against any employee or applicant for employment on the grounds of race, creed, color, national origin, sex, sexual orientation, marital status, age or the presence of any sensory, mental or physical handicap; provided that the prohibition against discrimination in employment because of handicap shall not apply if the particular disability prevents· the proper performance of the particular worker involved. The Contractor shall ensure that applicants are employed, and that employees are treated during employment without discrimination because of their race, creed, color, national origin, sex, sexual orientation, marital status, age or the presence of any sensory, mental or physical handicap. Such action shall include, but not be limited to: employment, upgrading, demotion or transfers, recruitment or recruitment advertising, layoff or termination, rates of pay or other forms of compensation, and programs for training including apprenticeships. The Contractor shall take such action with respect to this Agreement as may be required to ensure full compliance with local, state and federal laws prohibiting discrimination in employment. 30 .3 Nondiscrimination in Services : The Contractor will not discriminate against any recipient of any services or benefits provided for in this Agreement on the grounds of race, creed, color, national origin, sex, sexual orientation, marital status, age or the presence of any sensory, mental or physical handicap. 30.4 If any assignment and/or subcontracting has been authorized by the County, said assignment or subcontract shall include appropriate safeguards against discrimination . The Contractor shall take such action as may be required to ensure full compliance with the provisions in the immediately preceding paragraphs herein. Page 13 of 21 PROFESSIONAL SERVICES AGREEMENT 31. 32 . 33 . 34. 35. Preva i ling Wage: Contractor shall pay the prevailing rate of wages to all workers, laborers, or mech anics employed in the performance of any part of the Work in accordance with RCW 39.12 and the rules and regulations of the Department of Labor and Industries. The schedule of pre vailing wages rates for the locality or localities of the Work is determined by the Industrial Statistician of the Department of Labor and Industries. It is the Contractor's responsibility to verify the applicable prevailing wage rate. It is understood that the Contractor is responsible for obtaining and completing all required government forms and submitting same to the proper authorities. Disputes regarding prevailing wage rates shall be referred for arbitration to the Director of the Depa rtment of Labor and Industries. The arbitration decision shall be final and conclus ive and binding on all parties involved in the dispute as provided for by RCW 39.12.060. Time is of Essence: Time is of the essence in the performance of this contract unless a more specific time p eriod is set forth elsewhere in this Agreement. Construction: This Agreemen t has been mutually reviewed and negotiated by the parties and should be given a fair and reasonable interpretation and should not be construed less favorab ly against either party. Standard of Care: The Contractor shall perform its duties hereunder in a manner cons i st e nt with that degree of care and skill ordinarily exercised by members of the same profession as Contract currently practicing under similar circumstances . The Contractor shall, without additional compensation, co r rect those services not meeting such a standard. Agreement Not for Benefit of Third Parties: This Agreement is entered into sole ly for the benefit of the parties hereto and vests no rights in, or is it enforceable by, any third parties. Page 14 of 21 PROFESSIONAL SERVICES AGREEMENT ATTACHMENT "D" INSURANCE The Contractor shall secure and maintain in effect at all times during performance of the Work such insurance as will protect Contractor, its Support and the Additional lnsured's from all claims, losses, harm, costs, liabilities, damages and expenses arising out of personal injury (including death) or property damage that may result from performance of the work or this Agreement, whether such performance is by Contractor or any of its Support. All insurance shall be issued by companies admitted to do business in the State of Washington and have a rating of A-, Class VII or better in the most recently published edition of Best 's Reports unless otherwise approved by the County. If an insurer is not admitted, all insurance policies and procedures for issuing the insurance policies must comply with Chapter 48 .15 RCW and 284-15 WAC. The Contractor shall provide proof of insurance for: 1) Commercial General Liability Insurance. 2) • Coverage limits not less than: • $1,000,000 per occurrence per project • $2 ,000,000 general aggregate • $1,000,000 products & completed operations aggregate • $1,000,000 personal and advertising injury, each offense • Certificate Holder -Kittitas County • The Certificate must name the County as additional insured as defined in the Agreement • Sixty (60) days written notice from Contractor to the County of cancellation of the insurance policy. Stop Gap/Employers Liability . • Coverage limits not less than : • $1,000,000 each accident • $1,000,000 disease -policy lim it • $1,000,000 disease -each employee • Thirty (30) days written notice from Contractor to the County of cancellation of the insurance policy . Page 15 of 21 PROFESSIONA L SERVICES AGREEMENT 3) 4) Commercial Automobile Liability Insurance. • Automobile Liability for owned, non-owned, hired, and leased vehicles, with an MCS 90 endorsement and a CA 9946 endorsement attached if 'pollutants' are to be transported. • Coverage limits not less than: • $1,000,000 combined single limit • Thirty (30 ) days written notice from Contractor to the County of cancel l ation of the insurance policy. Excess or Umbrella Liability. • The Contracto r shall provide Excess or Umbrella Liability coverage at limits of $1,000,000 per occurrence and annual aggregate. This Excess or Umbrella Liability coverage shall apply, at a minimum, to both the Commercial General and Auto Insurance policy coverage. • This requi r ement may be satisfied instead through the Contractor's primary Commercial General and Automobile Liability coverage, or any combination thereof. 5) Workers' Compensation. • Workers' Compensation in amounts required by law. Contractor shall furnish to the County a Certificate of Insurance with Endorsement as evidence that policies providing insurance required by this Agreement are in full force and effect, and name t h e County as additional insured, excluding i) Workers Compensation and ii) Commercial Automobile Liability, where County will not be named additional insured. Cont r acto r hereby waives all rights of recourse against Kitti t as County for personal injury, including death, and property damage. Contractor's insurance policies required above shall be primary insurance and shall be non-contri buting with any other insurance maintained by Kittitas County. The Contractor shall assume full responsibility for all loss or damage from any cause whatsoever to any tools, Co ntractor's employee-owned tools, machinery, equipment, or motor vehicles owned or rented by the Contractor, or the Contractor's agents, suppliers or contractors as well as to any temporary structures, scaffolding and protective fences . The Contractor shall have sole responsibility for ensuring the insurance coverage and limits required are obtained by subcontractors. NOTE: No contract shall form unti l and unless a copy of the Certificate of Insurance with Endorsement, properly completed and in the amount required, is attached hereto . Page 16 of 21 ACORD® CERTIFICATE OF LIABILITY INSURANCE I DATE (MM/DD/YYYY) ~ 2/1/2019 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER . THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must have ADDITIONAL INSURED provisions or be endorsed . If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). PRODUCER ~~:i~cT Allison Baraa Hall & Compan y rA~9N,.t l'vt\• 360-626-2007 I f ffc Nol: 360-626-2007 19660 10th Ave NE ~t1lJ~ss , abarQa@hallandcompany .com Poulsbo WA 98370 INSURER($) AFFORDING COVERAGE NAIC# INSURER A : Hartford Casualtv Insurance Company 29424 INSURED 468 INSURER B : Sentinel Insurance Comoanv 11000 The Watershed Company INSURER c : Argonaut Insurance Company 19801 750 6th Street South Kirkland WA 98033 INSURER D: INSURER E : INSURER F : COVERAGES CERTIFICATE NUMBER: 1642572026 REVISION NUMBER : THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS C ERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED B Y THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS. EX CLUSI O NS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. INSR ADDL SUBR POLICY EFF POLICY EXP LIMITS LTR TYPE OF INSURANCE ,.,en wun POLICY NUMBER IMM/DD/YYYYl IMM/DD/YYYYl A X COMMERCIAL GENERAL LIABILITY 52SBA LG6505 9/30/2018 9/30/2019 EA CH OCCURR ENC E $2,000 ,000 -D CLA IMS-MADE 0 OCC UR DA MAGE TO RENTED PREM ISES /Ea occurre nce \ $300 ,000 MED EX P (A ny one perso n) $10,000 - PERS ON AL & ADV INJURY $2 ,000,000 - GEN 'L AGGR EGA TE LI MIT APP LIE S PER : GENE RAL AGGRE GATE $4 ,000,000 ~ 0 PRO-•LOC PRODU CTS -COMP /OP AGG $4 ,000,000 PO LI CY JECT OTHER: $ B AUTOMOBILE LIABILITY 52UEC JR5898 9/30 /2018 9/30 /20 19 fE~~~~~l lN GLE LI MIT $1,000,000 -X ANY AUTO BODIL Y INJ URY (Per pe rson) $ --OW NE D SC HEDULED BOD ILY INJURY (Per accident) $ -AUTOS ON LY ~ AUTOS X HIRED X NON -OW NED PRO PERTY DAM AGE $ AUTOS ON LY AUTOS ONLY /Per accid ent\ -~ $ A X UMBRELLA LIAB M OCCUR 52SBALG6505 9/30 /201 8 9/30 /2019 EAC H OCC URRE NCE $1 ,000,000 - EXCESS LIAB CLA IMS -MADE AGGR EGATE $1,000,000 DED I X I RETENTI ON$ 1n nnn $ A WORKERS COMPENSATION 52SBA LG6505 9/30 /201 8 9/30/2019 I PE R IX I OTH-W A Stop Gap AND EMPLOYERS' LIABILITY ST ATUTE ER Y/N ANYPROPR IETOR/PA RT NER/EXECU TIV E • N/A E.L. EA CH ACC IDENT $1,000 ,000 OFFICER/M EMBE R EXCLU DED ? (Mandatory in NH) E.L. DI SEA SE - EA EMP LOY EE $1,000 ,000 If y es, describe under E.L. DISE AS E - POLI CY LIM IT $1,000 ,000 DE SCR IPTI ON OF OPE RA TI ONS be low C Pro/e ss iona l Liab Claims Made 121AE0001 97 300 9/30 /201 8 9/30/2019 $1,000,000 Per Cla im $1 ,000 ,000 Agg re gate DESCRIPTION OF OPERATIONS / LOCATIONS/ VEHICLES (ACORD 101 , Additional Remarks Schedule , may be attach ed if more space is requ ired) Project: Critical Areas Ordinance Review and Draft Update The certificate holder is an additional insured per the attached. CERTIFICATE HOLDER CANCELLATION SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. K ittitas County 205 W 5th Ave, Suite 108 AUTHORIZED REPRESENTATIVE Ellensburg WA 98926 au; z -;/J_ I © 1988-2015 ACORD CORPORATION. All rights reserved. ACORD 25 (2016/03) The ACORD name and logo are registered marks of ACORD 52UECJR5898 The Watershed Company COMMERCIAL AUTOMOBILE HA99160312 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. COMMERCIAL AUTOMOBILE BROAD FORM ENDORSEMENT This endorsement modifies insurance provided under the follow ing : BUSINESS AUTO COVERAGE FORM To the extent that the provisions of this endorsement provide broader benefits to the "insured" than other provisions of the Coverage Form, the provisions of this endorsement apply. 1. BROAD FORM INSURED A. Subsidiaries and Newly Acquired or Formed Organizations The Named Insured shown in the Declarations is amended to include : (1) Any legal business entity other than a partnership or joint venture, formed as a subsidiary in wh ich you have an ownership interest of more than 50% on the effective date of the Coverage Form . However, the Named Insured does not include any subsidiary that is an "insured" under any other automobile policy or would be an "insured" under such a policy but for its termination or the exhaustion of its Limit of Insurance . (2) Any organization that is acquired or formed by you and over which you maintain majority ownership . However , the Named Insured does not include any newly formed or acquired organization : (a) That is a partnership or joint venture, (b} That is an "insured" under any other policy, (c) That has exhausted its Limit of Insurance under any other policy , or (d) 180 days or more after its acquisition or formation by you, unless you have given us notice of the acquisition or formation . Coverage does not apply to "bodily injury" or "property damage" that results from an "accident" that occurred before you formed or acquired the organization . B. Employees as Insureds Paragraph A.1. -WHO IS AN INSURED -of SECTION II -LIABILITY COVERAGE is amended to add : d. Any "employee" of yours while using a covered "auto" you don't own , hire or borrow in your business or your personal affairs . C. Lessors as Insureds Paragraph A.1. -WHO IS AN INSURED -of Section II -Liability Coverage is amended to add: e. The lessor of a covered "auto" while the "auto" is leased to you under a written agreement if: (1) The agreement requires you to provide direct primary insurance for the lessor and (2) The "auto" is leased without a driver . Such a leased "auto" will be considered a covered "auto" you own and not a covered "auto" you hire . D. Additional Insured if Required by Contract (1) Paragraph A.1 . -WHO IS AN INSURED -of Section II -Liability Coverage is amended to add : f . When you have agreed , in a written contract or written agreement, that a person or organization be added as an additional insu red on your business auto policy , such person or organization is an "insured", but only to the extent such person or organization is liable for "bodily injury" or "property damage" caused by the conduct of an "insured" under paragraphs a. or b. of Who Is An Insured with regard to the ownership , maintenance or use of a covered "auto ." Form HA 9916 0312 © 2011 , The Hartford (Includes copyrighted material of ISO Properties , Inc ., with its permission.) Page 1 of 5 The insurance afforded to any such additional insured applies on ly if the "bodily injury" or "property damage" occurs : (1) During the policy period, and (2) Subsequent to the execution of such written contract, and (3) Prior to the expiration of the period of time that the written contract requires such insurance be provided to the additional insured . (2) How Limits Apply If you have agreed in a written contract or written agreement that another person or organization be added as an additional insured on your policy , the most we will pay on behalf of such additional insured is the lesser of: (a) The limits of insurance specified in the written contract or written agreement ; or (b) The Limits of Insurance shown in the Declarations . Such amount shall be a part of and not in addition to Limits of Insurance shown in the Declarations and described in this Section . (3) Additional Insureds Other Insurance If we cove r a claim or "suit" under this Coverage Part t hat may also be covered by other insurance available to an additional insured, such add itional insured must submit such claim or "suit" to the other insurer for defense and indemnity . However, this provision does not apply to the extent that you have agreed in a written contract or written agreement that this insurance is primary and non- contributory with the additional insured's own insurance . (4) Duties in The Event Of Accident, Claim , Suit or Loss If you have agreed in a written contract or written agreement that another person or organization be added as an additional insured on your policy, the additional insured shall be required to comply with the provisions in LOSS CONDITIONS 2 . -DUTIES IN THE EVENT OF ACCIDENT , CLAIM , SUIT OR LOSS -OF SECTION IV - BUSINESS AUTO CONDITIONS, in the same manner as the Named Insured . E. Primary and Non-Contributory if Required by Contract Only with respect to insurance provided to an additional insured in 1.D. -Additional Insured If Required by Contract, the following provisions apply : (3) Primary Insurance When Required By Contract This insurance is primary if you have agreed in a written contract or written agreement that this insurance be primary . If other insurance is also primary, we will share with all that other insurance by the method described in Other Insurance 5 .d . (4) Primary And Non-Contributory To Other Insurance When Requ ired By Contract If you have agreed in a written contract or written agreement that this insurance is primary and non -contributory w ith the additional insured's own insurance , this insurance is primary and we will not seek contribution from that other insurance . Paragraphs (3) and (4) do not apply to othe r insurance to which the additional insured has been added as an additional insured . When this insurance is excess , we will have no duty to defend the insured against any "suit" if any other insurer has a duty to defend the insured against that "suit". If no other insurer defends , we w ill undertake to do so , but we will be entitled to the insured's rights against all those other insurers . When this insurance is excess over other insurance , we will pay only our share of the amount of the loss , if any, that exceeds the sum of: (1) The total amount that all such other insurance would pay for the loss in the absence of this insurance ; and (2) The total of all deductible and self-insured amounts under all that other insurance . We will share the remaining loss , if any, by the method described in Other Insurance 5.d. 2. AUTOS RENTED BY EMPLOYEES Any "auto" hired or rented by your "employee" on your behalf and at your di rection will be considered an "auto" you hire . The OTHER INSURANCE Condition is amended by adding the following : Form HA 9916 0312 © 2011, The Hartford (Includes copyrighted material of ISO Properties , Inc ., with its permission .) Page 2 of 5 If an "employee 's" personal insurance also applies on an excess basis to a covered "auto" hired or rented by your "employee" on your behalf and at your direction , this insurance will be primary to the "employee 's" personal insurance . 3. AMENDED FELLOW EMPLOYEE EXCLUSION EXCLUSION 5. -FELLOW EMPLOYEE -of SECTION II -LIABILITY COVERAGE does not apply if you have workers' compensation insurance in-force covering all of your "employees". Coverage is excess over any other collectible insurance . 4. HIRED AUTO PHYSICAL DAMAGE COVERAGE If hired "autos" are covered "autos " for Liability Coverage and if Comprehensive, Specified Causes of Loss, or Collision coverages are provided under this Coverage Form for any "auto" you own , then the Physical Damage Coverages provided are extended to "autos" you hire or borrow , subject to the following limit. The most we will pay for "loss" to any hired "auto" is: (1) $100 ,000 ; (2) The actual cash value of the damaged or stolen property at the time of the "loss"; or (3) The cost of repairing or replacing the damaged or stolen property, whichever is smallest, minus a deductible . The deductible will be equal to the largest deductible applicable to any owned "auto" for that coverage . No deductible applies to "loss" caused by fire or lightning. Hired Auto Physical Damage coverage is excess over any other collectible insurance . Subject to the above limit, deductible and excess provisions , we will provide coverage equal to the broadest coverage applicable to any covered "auto" you own. We will also cover loss of use of the hired "auto" if it results from an "accident", you are legally liable and the lessor incurs an actual financial loss , subject to a maximum of $1000 per "accident". This extension of coverage does not apply to any "auto" you hire or borrow from any of your "employees", partners (if you are a partnership), members (if you are a limited liability company), or members of their households . 5 . PHYSICAL DAMAGE ADDITIONAL TEMPORARY TRANSPORTATION EXPENSE COVERAGE Paragraph A.4.a . of SECTION Ill -PHYSICAL DAMAGE COVERAGE is amended to provide a limit of $50 per day and a maximum limit of $1 ,000. 6. LOAN/LEASE GAP COVERAGE Under SECTION Ill -PHYSICAL DAMAGE COVERAGE , in the event of a total "loss" to a covered "auto", we will pay your additional legal obligation for any difference between the actual cash value of the "auto" at the time of the "loss" and the "outstanding balance" of the loan/lease . "Outstanding balance" means the amount you owe on the loan/lease at the time of "loss" less any amounts representing taxes ; overdue payments ; penalties, interest or charges resulting from overdue payments; additional mileage charges; excess wear and tear charges ; lease termination fees ; security deposits not returned by the lessor ; costs for extended warranties, credit life Insurance , health , accident or disability insurance purchased with the loan or lease ; and carry-over balances from previous loans or leases. 7. AIRBAG COVERAGE Under Paragraph B. EXCLUSIONS -of SECTION Ill PHYSICAL DAMAGE COVERAGE, the following is added : The exclusion relating to mechanical breakdown does not apply to the accidental discharge of an airbag . 8. ELECTRONIC EQUIPMENT -BROADENED COVERAGE a. The exceptions to Paragraphs B.4 - EXCLUSIONS -of SECTION Ill -PHYSICAL DAMAGE COVERAGE are replaced by the fol lowing: Exclusions 4.c. and 4.d. do not apply to equipment designed to be operated solely by use of the power from the "auto's" electrical system that , at the time of "loss", is : (1) Permanently installed in or upon the covered "auto"; (2) Removable from a housing unit which is permanently installed in or upon the covered "auto"; (3) An integral part of the same unit housing any electronic equipment described in Paragraphs (1) and (2) above; or Form HA 9916 0312 © 2011 , The Hartford (Includes copyrighted material of ISO Properties , Inc., with its permission .) Page 3 of 5 (4) Necessary for the normal operation of the covered "auto" or the monitoring of the covered "auto's" operating system . b.Section Ill -Version CA 00 01 03 10 of the Business Auto Coverage Form , Physical Damage Coverage , Limit of Insurance , Paragraph C.2 and Version CA 00 01 10 01 of the Bus iness Auto Coverage Form , Physical Damage Coverage, Limit of Insurance , Paragraph C are each amended to add the follow ing : $1 ,500 is the most we will pay for "loss" in any one "accident" to all electronic equipment (other than equipment designed solely for the reproduction of sound , and accessories used with such equipment) that reproduces , receives or transmits audio , visual or data signals which, at the time of "loss", is : (1) Permanently installed in or upon the covered "auto " in a housing, opening or other location that is not normally used by the "auto" manufacturer for the installation of such equipment ; (2) Removab le from a permanently instal led housing unit as described in Paragraph 2 .a . above or is an integral part of that equipment ; or (3) An integral part of such equ ipment. c . For each covered "auto", should loss be limited to electronic equipment on ly , our obligation to pay for , repair , return or replace damaged or stolen electronic equipment will be reduced by the applicable deductible shown in the Declarations , or $250 , wh ichever deductible is less . 9. EXTRA EXPENSE BROADENED COVERAGE Under Paragraph A. -COVERAGE -of SECTION 111 -PHYSICAL DAMAGE COVERAGE , we will pay for the expense of returning a sto len covered "auto" to you . 10. GLASS REPAIR-WAIVER OF DEDUCTIBLE Under Paragraph D. -DEDUCTIBLE -of SECTION Ill -PHYSICAL DAMAGE COVERAGE , the following is added : No deductible applies to glass damage if the glass is repa ired rather than replaced . 11. TWO OR MORE DEDUCTIBLES Under Paragraph D. -DEDUCTIBLE -of SECTION Ill -PHYSICAL DAMAGE COVERAGE , the following is added: If another Hartford Financial Services Group , Inc . company policy or coverage form that is not an automobile pol icy or coverage form applies to the same "accident", the following applies : (1) If the deductible under this Business Auto Coverage Form is the smaller (or sma llest) deductible , it will be waived ; (2) If the deductible under this Business Auto Coverage Form is not the smaller (or smallest) deductible , it will be reduced by the amount of the smaller (or smallest) deductible . 12. AMENDED DUTIES IN THE EVENT OF ACCIDENT, CLAIM , SUIT OR LOSS The requirement in LOSS CONDITIONS 2 .a . - DUTIES IN THE EVENT OF ACCIDENT ,CLAIM , SUIT OR LOSS -of SECTION IV -BUSINESS AUTO CONDITIONS that you must notify us of an "accident" applies only when the "accident" is known to : (1) You , if you are an individual ; (2) A partner , if you are a partnersh ip; (3 ) A member , if you are a li mited liability company ; or (4) An executive officer or insurance manager, if you are a corporation. 13. UNINTENTIONAL FAILURE TO DISCLOSE HAZARDS If you unintentionally fail to disclose any hazards existing at the inception date of your policy , we will not deny coverage under this Coverage Form because of such failure . 14. HIRED AUTO -COVERAGE TERRITORY Paragraph e . of GENERAL CONDITIONS 7. - POLICY PERIOD , COVERAGE TERRITORY - of SECTION IV BUS INESS AUTO CONDITIONS is replaced by the following : e . For short-term hired "autos", the coverage territory with respect to Liab ility Coverage is anywhere in the world provided that if the "insured's" responsibility to pay damages for "bodily injury" or "property damage" is determined in a "suit ," the "suit" is brought in the United States of America , the territories and possessions of the Un ited States of America , Puerto Rico or Canada or in a settlement we agree to . 15. WAIVER OF SUBROGATION TRANSFER OF RIGHTS OF RECOVERY AGAINST OTHERS TO US -of SECTION IV - BUSINESS AUTO CONDITIONS is amended by adding the following : Form HA 99 16 03 12 © 2011 , The Hartford (Includes copyr ighted material of ISO Properties , Inc ., with its permission .) Page 4 of 5 We waive any right of recovery we may have against any person or organization with whom you have a written contract that requires such waiver because of payments we make for damages under this Coverage Form . 16. RESULTANT MENTAL ANGUISH COVERAGE The definition of "bodily injury" in SECTION V- DEFINITIONS is replaced by the following: "Bodily injury" means bodily injury , sickness or disease sustained by any person, including mental anguish or death resulting from any of these . 17. EXTENDED CANCELLATION CONDITION Paragraph 2. of the COMMON POLICY CONDITIONS -CANCELLATION -applies except as follows : If we cancel for any reason other than nonpayment of premium, we will mail or deliver to the first Named Insured written notice of cancellation at least 60 days before the effective date of cancellation . 18. HYBRID, ELECTRIC, OR NATURAL GAS VEHICLE PAYMENT COVERAGE In the event of a total loss to a "non-hybrid" auto for which Comprehensive , Specified Causes of Loss, or Collision coverages are provided under this Coverage Form, then such Physical Damage Coverages are amended as follows: a. If the auto is replaced with a "hybrid" auto or an auto powered solely by electricity or natural gas, we will pay an additional 10%, to a maximum of $2 ,500 , of the "non-hybrid" auto 's actual cash value or replacement cost, whichever is less, b.The auto must be replaced and a copy of a bill of sale or new lease agreement received by us within 60 calendar days of the date of "loss ," c. Regardless of the number of autos deemed a total loss, the most we will pay under this Hybrid, Electric , or Natural Gas Vehicle Payment Coverage provision for any one "loss" is $10 ,000 . For the purposes of the coverage provision, a.A "non-hybrid" auto is defined as an auto that uses only an internal combustion engine to move the auto but does not include autos powered solely by electricity or natural gas. b.A "hybrid" auto is defined as an auto with an internal combustion engine and one or more electric motors; and that uses the internal combustion engine and one or more electric motors to move the auto, or the internal combustion engine to charge one or more electric motors, which move the auto. 19. VEHICLE WRAP COVERAGE In the event of a total loss to an "auto" for which Comprehensive , Specified Causes of Loss , or Collision coverages are provided under this Coverage Form , then such Physical Damage Coverages are amended to add the following : In addition to the actual cash value of the "auto", we will pay up to $1 ,000 for vinyl vehicle wraps which are displayed on the covered "auto" at the time of total loss . Regardless of the number of autos deemed a total loss , the most we will pay under this Vehicle Wrap Coverage provision for any one "loss" is $5,000 . For purposes of this coverage provision, signs or other graphics painted or magnetically affixed to the vehicle are not considered vehicle wraps . Form HA 99 16 03 12 © 2011, The Hartford (Includes copyrighted material of ISO Properties , Inc ., with its permission .) Page 5 of 5 52SBALG6505 The Watershed Company (b) Rented to, in the care , custody or control of, or over which physical control is being exercised for any purpose by you, any of your "employees", "volunteer workers", any partner or member (if you are a partnership or joint venture), or any member (if you are a limited liability company). b. Real Estate Manager Any person (other than your "employee" or "volunteer worker"), or any organization while acting as your real estate manager. c. Temporary Custodians Of Your Property Any person or organization having proper temporary custody of your property if you die , but only: (1) With respect to liability arising out of the maintenance or use of that property ; and (2) Until your legal representative has been appointed . d. Legal Representative If You Die Your legal representative if you die, but only with respect to duties as such . That representative will have all your rights and duties under this insurance. e. Unnamed Subsidiary Any subsidiary and subsidiary thereof, of yours which is a legally incorporated entity of which you own a financial interest of more than 50% of the voting stock on the effective date of this Coverage Part . The insurance afforded herein for any subsidiary not shown in the Declarations as a named insured does not apply to injury or damage with respect to which an insured under this insurance is also an insured under another policy or would be an insured under such policy but for its termination or upon the exhaustion of its limits of insurance. 3. Newly Acquired Or Formed Organization Any organization you newly acquire or form , other than a partnership, joint venture or limited liability company, and over which you maintain financial interest of more than 50% of the voting stock, will qualify as a Named Insured if there is no other similar insurance available to that organization . However : a. Coverage under this provision is afforded only until the 180th day after you acquire or form the organization or the end of the policy period, whichever is earlier ; and BUSINESS LIABILITY COVERAGE FORM b. Coverage under this provision does not apply to : (1) "Bodily injury" or "property damage" that occurred ; or (2) "Personal and advertising injury" arising out of an offense committed before you acquired or formed the organization. 4. Operator Of Mobile Equipment With respect to "mobile equipment" registered in your name under any motor vehicle registration law , any person is an insured while driving such equipment along a public highway with your permission . Any other person or organization responsible for the conduct of such person is also an insured , but only with respect to liability arising out of the operation of the equipment, and only if no other insurance of any kind is available to that person or organization for this liability . However, no person or organization is an insured with respect to: a. "Bodily injury" to a co-"employee" of the person driving the equipment; or b. "Property damage" to property owned by , rented to, in the charge of or occupied by you or the employer of any person who is an insured under this provision. 5 . Operator of Nonowned Watercraft With respect to watercraft you do not own that is less than 51 feet long and is not being used to carry persons for a charge , any person is an insured while operating such watercraft with your permIssIon. Any other person or organization responsible for the conduct of such person is also an insured , but only with respect to liability arising out of the operation of the watercraft , and only if no other insurance of any kind is available to that person or organization for this liability. However, no person or organization is an insured with respect to: a. "Bodily injury" to a co-"employee" of the person operating the watercraft; or b. "Property damage" to property owned by, rented to, in the charge of or occupied by you or the employer of any person who is an insured under this provision . s2§iALcAmf itional Insureds When Required By Written Contract, Written Agreement Or Permit The person(s) or organization(s) identified in Paragraphs a. through f. below are additional insureds when you have agreed , in a written Page 11 of 24 BUSINESS LIABILITY COVERAGE FORM contract , written agreement or because of a permit issued by a state or political subdivision , that such person or organization be added as an additional insured on your policy, provided the injury or damage occurs subsequent to the execution of the contract or agreement , or the issuance of the permit. A person or organization is an additional insured under this provision only for that period of time required by the contract , agreement or permit. However, no such person or organization is an additional insured under this provision if such person or organization is included as an additional insured by an endorsement issued by us and made a part of this Coverage Part , including all persons or organizations added as additional insureds under the specific additional insured coverage grants in Section F. -Optional Additional Insured Coverages. a. Vendors Any person(s) or organization(s) (referred to below as vendor), but only with respect to "bodily injury" or "property damage" arising out of "your products" which are distributed or sold in the regular course of the vendor's business and only if this Coverage Part provides coverage for "bodily injury" or "property damage" included within the "products-completed operations hazard". (1) The insurance afforded to the vendor is subject to the following additional exclusions : Page 12 of 24 This insurance does not apply to: (a) "Bodily in jury" or "property damage" for which the vendor is obligated to pay damages by reason of the assumption of liability in a contract or agreement. This exclusion does not apply to liability for damages that the vendor would have in the absence of the contract or agreement ; (b) Any express warranty unauthorized by you ; (c) Any physical or chemical change in the product made intentionally by the vendor ; (d) Repackaging , except when unpacked solely for the purpose of inspection , demonstration , testing , or the substitution of parts under instructions from the manufacturer, and then repackaged in the original container ; (e) Any failure to make such inspections , adjustments , tests or servicing as the vendor has agreed to make or normally undertakes to make in the usual course of business , in connection with the distribution or sale of the products ; (f) Demonstration , installation , servicing or repair operations , except such operations performed at the vendor's premises in connection with the sale of the product ; (g) Products which , after distribution or sale by you, have been labeled or relabeled or used as a container , part or ingredient of any other thing or substance by or for the vendor; or (h) "Bodi ly injury" or "property damage" arising out of the sole negligence of the vendor for its own acts or omissions or those of its employees or anyone else acting on its behalf. However , this exclusion does not apply to : (i) The exceptions contained in Subparagraphs (d) or (f); or (ii) Such inspections , adjustments , tests or servicing as the vendor has agreed to make or normally undertakes to make in the usual course of business , in connection with the distribution or sale of the products. (2) This insurance does not apply to any insured person or organization from whom you have acquired such products , or any ingredient, part or container , entering into , accompanying or containing such products. b. Lessors Of Equipment (1) Any person or organization from whom you lease equipment ; but only with respect to their liability for "bodily injury", "property damage" or "personal and advertising injury" caused , in whole or in part , by your maintenance , operation or use of equipment leased to you by such person or organization. Form SS 00 08 04 05 (2) With respect to the insurance afforded to these additional insureds, this insurance does not apply to any "occurrence" which takes place after you cease to lease that equipment. c. Lessors Of Land Or Premises (1) Any person or organization from whom you lease land or premises, but only with respect to liability arising out of the ownership, maintenance or use of that part of the land or premises leased to you . (2) With respect to the insurance afforded to these additional insureds, this insurance does not apply to: (a) Any "occurrence" which takes place after you cease to lease that land or be a tenant in that premises ; or (b) Structural alterations, new construction or demolition operations performed by or on behalf of such person or organization. d. Architects, Engineers Or Surveyors (1) Any architect , engineer, or surveyor , but only with respect to liability for "bodily injury", "property damage" or "personal and advertising injury" caused, in whole or in part, by your acts or omissions or the acts or omissions of those acting on your behalf: (a) In connection with your premises ; or (b) In the performance of your ongoing operations performed by you or on your behalf. (2) With respect to the insurance afforded to these additional insureds, the following additional exclusion applies: This insurance does not apply to "bodily injury", "property damage" or "personal and advertising injury" arising out of the rendering of or the failure to render any professional services by or for you , including: (a) The preparing , approving , or failure to prepare or approve, maps, shop drawings, opinions, reports, surveys, field orders, change orders, designs or drawings and specifications; or (b) Supervisory, inspection , architectural or engineering activities . Form SS 00 08 04 05 BUSINESS LIABILITY COVERAGE FORM e. Permits Issued By State Or Political Subdivisions (1) Any state or political subdivision, but only with respect to operations performed by you or on your behalf for which the state or political subdivision has issued a permit. (2) With respect to the insurance afforded to these additional insureds, this insurance does not apply to: (a) "Bodily injury", "property damage" or "personal and advertising injury" arising out of operations performed for the state or municipality; or (b) "Bodily injury" or "property damage" included within the "products- completed operations hazard". f. Any Other Party (1) Any other person or organization who is not an insured under Paragraphs a. through e . above, but only with respect to liability for "bodily injury", "property damage" or "personal and advertising injury" caused, in whole or in part, by your acts or omissions or the acts or omissions of those acting on your behalf: (a) In the performance of your ongoing operations ; (b) In connection with your premises owned by or rented to you; or (c) In connection with "your work" and included within the "products- completed operations hazard", but only if (i) The written contract or written agreement requires you to provide such coverage to such additional insured ; and (ii) This Coverage Part provides coverage for "bodily injury" or "property damage" included within the "products- completed operations hazard". (2) With respect to the insurance afforded to these additional insureds, this insurance does not apply to: "Bodily injury", "property damage" or "personal and advertising injury" arising out of the rendering of, or the failure to render, any professional architectural, engineering or surveying services , including : Page 13 of 24 BUSINESS LIABILITY COVERAGE FORM (a) The preparing, approving , or failure to prepare or approve, maps, shop drawings, opinions, reports, surveys, field orders, change orders , designs or drawings and specifications ; or (b) Supervisory, inspection , architectural or engineering activities . The limits of insurance that apply to additional insureds are described in Section D. -Limits Of Insurance . How this insurance applies when other insurance is available to an additional insured is described in the Other Insurance Condition in Section E. -Liability And Medical Expenses General Conditions . No person or organization is an insured with respect to the conduct of any current or past partnership, joint venture or limited liability company that is not shown as a Named Insured in the Declarations. D. LIABILITY AND MEDICAL EXPENSES LIMITS OF INSURANCE 1. The Most We Will Pay The Limits of Insurance shown in the Declarations and the rules below fix the most we will pay regardless of the number of: a. Insureds; b. Claims made or "suits" brought; or c. Persons or organizations making claims or bringing "suits". 2. Aggregate Limits The most we will pay for: a. Damages because of "bodily injury" and "property damage" included in the "products-completed operations hazard" is the Products-Completed Operations Aggregate Limit shown in the Declarations . b. Damages because of all other "bodily injury", "property damage" or "personal and advertising injury", including medical expenses, is the General Aggregate Limit shown in the Declarations. This General Aggregate Limit applies separately to each of your "locations" owned by or rented to you . "Location" means premises involving the same or connecting lots, or premises whose connection is interrupted only by a street, roadway or right-of-way of a railroad . Page 14 of 24 This General Aggregate limit does not apply to "property damage" to premises while rented to you or temporarily occupied by you with permission of the owner , arising out of fire , lightning or explosion . 3. Each Occurrence Limit Subject to 2.a. or 2.b above, whichever applies, the most we will pay for the sum of all damages because of all "bodily injury", "property damage" and med ical expenses arising out of any one "occurrence" is the Liability and Medical Expenses Limit shown in the Declarations. The most we will pay for all medical expenses because of "bodily injury" sustained by any one person is the Medical Expenses Limit shown in the Declarations. 4. Personal And Advertising Injury Limit Subject to 2.b. above, the most we will pay for the sum of all damages because of all "personal and advertising injury" sustained by any one person or organization is the Personal and Advertising Injury Limit shown in the Declarations. 5. Damage To Premises Rented To You Limit The Damage To Premises Rented To You Limit is the most we will pay under Business Liability Coverage for damages because of "property damage" to any one premises, while rented to you , or in the case of damage by fire, lightning or explosion , while rented to you or temporarily occupied by you with permission of the owner. In the case of damage by fire , lightning or explosion , the Damage to Premises Rented To You Limit applies to all damage proximately caused by the same event , whether such damage results from fire, lightning or explosion or any combination of these. 6. How Limits Apply To Additional Insureds The most we will pay on behalf of a person or organization who is an additional insured under this Coverage Part is the lesser of: a. The limits of insurance specified in a written contract, written agreement or permit issued by a state or political subdivision ; or b. The Limits of Insurance shown in the Declarations. Such amount shall be a part of and not in addition to the Limits of Insurance shown in the Declarations and described in this Section. Form SS 00 08 04 05 If more than one limit of insurance under this policy and any endorsements attached thereto applies to any claim or "suit", the most we will pay under this policy and the endorsements is the single highest limit of liability of all coverages applicable to such claim or "suit". However, this paragraph does not apply to the Medical Ex penses limit set forth in Paragraph 3. above. The Limits of Insurance of this Coverage Part apply separately to each consecutive annual period and to any remaining period of less than 12 months , starting with the beginning of the policy period shown in the Declarations , unless the policy period is extended after issuance for an additional period of less than 12 months . In that case , the additional period will be deemed part of the last preceding period for purposes of determining the Limits of Insurance . E. LIABILITY AND MEDICAL EXPENSES GENERAL CONDITIONS 1. Bankruptcy Bankruptcy or insolvency of the insured or of the insured's estate will not relieve us of our obligations under this Coverage Part. 2. Duties In The Event Of Occurrence, Offense, Claim Or Suit a. Notice Of Occurrence Or Offense You or any additional insured must see to it that we are notified as soon as practicable of an "occurrence" or an offense which may result in a claim. To the extent possible , notice should include: (1) How , when and where the "occurrence" or offense took place ; (2) The names and address es of any injured persons and witnesses ; and (3) The nature and location of any injury or damage arising out of the "occurrence" or offense. b. Notice Of Claim If a claim is made or "suit" is brought against any insured , you or any additional insured must: (1) Immediately record the specifics of the claim or "suit" and the date received ; and (2) Notify us as soon as practicable . You or any additional insured must see to it that we receive a written notice of the claim or "suit" as soon as practicable. c. Assistance And Cooperation Of The Insured You and any other involved insured must: Form 55 00 08 04 05 BUSINESS LIABILITY COVERAGE FORM (1) Immediately send us copies of any demands , notices , summonses or legal papers received in connection with the claim or "suit"; (2) Authorize us to obtain records and other information ; (3) Cooperate with us in the investigation , settlement of the claim or defense against the "suit"; and (4) Assist us , upon our request , in the enforcement of any right against any person or organization that may be liable to the insured because of injury or damage to which this insurance may also apply. d. Obligations At The lnsured's Own Cost No insured will , except at that insured's own cost , voluntarily make a payment , assume any obligation , or incur any expense , other than for first aid , without our consent. e. Additional lnsured's Other Insurance If we cover a claim or "suit" under this Coverage Part that may also be covered by other insurance available to an additional insured , such additional insured must submit such claim or "suit" to the other insurer for defense and indemnity . However, this provis ion does not apply to the extent that you have agreed in a written contract , written agreement or permit that this insurance is primary and non-contributory with the additional insured's own insurance . f. Knowledge Of An Occurrence, Offense, Claim Or Suit Paragraphs a. and b. apply to you or to any additional insured only when such "occurrence", offense , claim or "suit" is known to: (1) You or any additional insured that is an individual ; (2) Any partner , if you or an additional insured is a partnership ; (3) Any manager, if you or an additional insured is a limited liability company ; (4) Any "e xecutive officer" or insurance manager , if you or an additional insured is a corporation ; (5) Any trustee , if you or an additional insured is a trust ; or (6) Any elected or appointed official , if you or an additional insured is a political subdivision or public entity . Page 15 of 24 BUSINESS LIABILITY COVERAGE FORM This Paragraph f. appl ies separately to you and any additional insured. 3. Financial Responsibility Laws a. When this policy is certified as proof of financial respons ibility for the future under the provisions of any motor vehicle financial responsibility law , the insurance provided by the policy for "bodily inju ry" liability and "property damage" liability will comply with the provis ions of the law to the extent of the coverage and limits of insurance required by that law. b. With respect to "mobile equipment" to which this insurance applies, we will provide any liability , uninsured motor ists , underinsured motorists , no-fault or other coverage required by any motor vehicle law. We will prov ide the required limits for those coverages . 4 . Legal Action Against Us No person or organ ization has a right under this Coverage Form: a. To join us as a party or otherwise bring us into a "suit" asking for damages from an insured ; or b. To sue us on this Coverage Form unless all of its terms have been fully complied with . A person or organization may sue us to recover on an agreed settlement or on a fina l judgment against an insured ; but we will not be liable for damages that are not payable under the terms of this insurance or that are in excess of the applicable limit of insurance . An agreed settlement means a settlement and release of liability signed by us , the insured and the claimant or the claimant's legal representative . 5. Separation Of Insureds Except with respect to the Limits of Insurance , and any rights o r duties specifically assigned in this policy to the first Named Insured , this insurance applies: a. As if each Named Insured were the only Named Insured ; and b. Separately to each insured against whom a claim is made or "suit" is brought. 6. Representations a. When You Accept This Policy By accepting th is policy , you agree : (1) The statements in the Declarations are accurate and complete ; (2) Those statements are based upon representations you made to us ; and Page 16 of 24 (3) We have issued this policy in reliance upon your representations. b. Unintentional Failure To Disclose Hazards If unintentionally you should fail to disclose all hazards relating to the conduct of your business at the inception date of this Coverage Part, we shall not deny any coverage under th is Cove rage Part because of such fa ilure . 7. Other Insurance If other valid and collectible insurance is available for a loss we cover under this Coverage Part , our obligations are limited as follows : a. Primary Insurance This insurance is primary except when b. below applies . If other insurance is also primary , we will share with all that other insurance by the method described in c. below. b. Excesslnsurance This insurance is excess over any of the other insurance , whether primary , excess , contingent or on any other basis : (1) YourWork That is Fire , Extended Coverage , Builder's Risk , Installation Risk or similar coverage for "your work"; (2) Premises Rented To You That is fire , lightning or explos ion insurance for premises rented to you or temporarily occupied by you with pe rmission of the owner ; (3) Tenant Liability That is insurance purchased by you to cover you r liability as a tenant for "property damage" to premises rented to you or temporarily occupied by you with permission of the owner; (4) Aircraft, Auto Or Watercraft If the loss arises out of the ma intenance or use of aircraft , "autos " or watercraft to the extent not subject to Exclusion g. of Section A. -Coverages. (5) Property Damage To Borrowed Equipment Or Use Of Elevators If the loss arises out of "property damage" to borrowed equipment or the use of elevators to the extent not subject to Exclusion k. of Section A. - Coverages . Form 55 00 08 04 05 (6) When You Are Added As An Additional Insured To Other Insurance That is other insurance available to you covering liability for damages arising out of the premises or operations, or products and completed operations, for which you have been added as an additional insured by that insurance; or (7) When You Add Others As An Additional Insured To This Insurance That is other insurance available to an additional insured . However, the following provisions apply to other insurance available to any person or organization who is an additional insured under this Coverage Part: (a) Primary Insurance When Required By Contract This insurance is primary if you have agreed in a written contract , written agreement or permit that this insurance be primary . If other insurance is also primary , we will share with all that other insurance by the method described in c. below. Q§J Primary And Non-Contributory To Other Insurance When Required By Contract If you have agreed in a written contract, written agreement or permit that this insurance is primary and non-contributory with the additional insured's own insurance , this insurance is primary and we will not seek contribution from that other insurance . Paragraphs (a) and (b) do not apply to other insurance to which the additional insured has been added as an additional insured. When this insurance is excess , we will have no duty under this Coverage Part to defend the insured against any "suit" if any other insurer has a duty to defend the insured against that "suit". If no other insurer defends, we will undertake to do so, but we will be entitled to the insured's rights against all those other insurers . Form 55 00 08 04 05 BUSINESS LIABILITY COVERAGE FORM When this insurance is excess over other insurance , we will pay only our share of the amount of the loss , if any, that exceeds the sum of: (1) The total amount that all such other insurance would pay for the loss in the absence of this insurance ; and (2) The total of all deductible and self- insured amounts under all that other insurance. We will share the remaining loss , if any , with any other insurance that is not described in this Excess Insurance provision and was not bought specifically to apply in excess of the Limits of Insurance shown in the Declarations of this Coverage Part. c. Method Of Sharing If all the other insurance permits contribution by equal shares , we will follow this method also. Under this approach , each insurer contributes equal amounts until it has paid its applicable limit of insurance or none of the loss remains , whichever comes first. If any of the other insurance does not permit contribution by equal shares , we will contribute by limits . Under this method , each insurer's share is based on the ratio of its applicable limit of insurance to the total applicable limits of insurance of all insurers. 8. Transfer Of Rights Of Recovery Against Others To Us a. Transfer Of Rights Of Recovery If the insured has rights to recover all or part of any payment, including Supplementary Payments, we have made under this Coverage Part , those rights are transferred to us . The insured must do nothing after loss to impair them . At our request , the insured will bring "suit" or transfer those rights to us and help us enforce them . This condition does not apply to Medical Expenses Coverage . G Waiver Of Rights Of Recovery (Waiver Of Subrogation) If the insured has waived any rights of recovery against any person or organization for all or part of any payment , including Supplementary Payments, we have made under this Coverage Part, we also waive that right, provided the insured waived their rights of recovery against such person or organization in a contract , agreement or permit that was executed prior to the injury or damage. Page 17 of 24 The Watershed Company Policy #52SBALG6505 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. AMENDMENT -AGGREGATE LIMITS (PER PROJECT) This endo rsement modifies insurance provided under the following : BUSINESS LIABILITY COVERAGE FORM A. Section D. LIABILITY AND MEDICAL EX PENSES LIMITS OF INSURANCE is amended as follows: 1. The General Aggregate Limit under Section D. LIABILITY AND MEDICAL EX PENSES LIMIT OF INSURANCE applies separately to each of your "projects". 2 . The limits shown in the De c larations for Liability and Medical Expenses , Damage To Prem ises Rented To You and Medical Expenses continue to apply. 3. When coverage for liability arising out of the "products-completed operations hazard " is provided, any payments for damages because of "bodily injury " or "property damage " included in the "products-completed operations hazard " will reduce the Products-Completed Operations Aggregate Limit , and not reduce the General Aggregate Limit. Form SS 04 33 04 05 4. If the applicable "project" has been abandoned, delayed , or abandoned and then restarted , or if the authorized con tracting parties deviate from plans , blueprints , designs , specifications or timetables , the "project" will still be deemed to be the same "project". 5. The provisions of Section D. LIABILITY AND MEDICAL EX PENSES LIMIT OF INSURANCE not otherwise modified by this endorsement shall continue to apply as stipulated . B. Additional Definitions The following definition is added to Section G. LIABILITY AND MEDICAL EX PENSES DEFINITIONS : 1. "Proje ct" means "your work" at location(s) away from premises owned or rented to you. Page 1 of 1 © 2005, The Hartford ATTACHMENT "E" RETIREMENT STATUS FORM {SIGNATURE REQUIRED)-COUNTY RETAINS THIS FORM ALL CONTRACTORS, SERVICES CONTRACTORS, AND INDEPENDENT CONTRACTORS MUST COMPLETE AND SIGN SECTION 1: CONTRACTOR COMPLETES THIS SECTION: Did you retire from one of the State of Washington Retirement Systems? Did you retire before age 65 using the 2008 early retirement factors (ERF}? Will you be receiving direct compensation for these services? Will you be receiving indirect compensation for these services? _Yes i_ No _Yes :t No _Yes ~ No _Yes j: No CON JOR (Full name of contractor as in DRS filings-Please Print): VA"'< EL-, N (C_,~L-- Date: 1/-z q/t 4 ---+, ---,,~-~-- SECTION 1: COUNTY COMPLETES THIS SECTION: [Use Member Reporting Verification (MRV) to verify the past retirement membership and document below] 1. Contractor has been a member of a Washington State Retirement System? If yes, which system and plan? _ Teacher's Retirement System (TRS} _ School Employees' Retirement System (SERS) _ Public Employees' Retirement Systems (PERS} Plan 1 Plan 1 _ Public Safety Employees' Retirement System (PSERS} Plan 2 Plan 2 Plan 2 Plan 2 Yes Plan 3 Plan 3 Plan 3 No _ Law Enforcement Officers' & Fire Fighters' Retirement System (LEOFF) _ Plan 1 _ Plan 2 _ Washington State Patrol Retirement System (WSPRS} Plan 1 Plan 2 _ Judicial Retirement System (JRS} 2. Is the Contractor a retiree of a Washington State Retirement System? 3. Did the Contractor retire before age 65 using the 2008 ERF? I have verified the information above using MRV or by contacting DRS. COUNTY REPRESENTATIVE (Please Print): ____________ _ Signature: ____________ _ Date: ________ _ COUNTY RETAINS THIS FORM Yes Yes No No Page 17 of 21 ATTACHMENT "E" RETIREMENT STATUS FORM (SIGNATURE REQUIRED}-COUNTY RETAINS THIS FORM ALL CONTRACTORS, SERVICES CONTRACTORS, AND INDEPENDENT CONTRACTORS MUST COMPLETE AND SIGN SECTION 1: CONTRACTOR COMPLETES THIS SECTION: Did you retire from one of the State of Washington Retirement Systems? Did you retire before age 65 using the 2008 early retirement factors (ERF)? Will you b e re ceivin g direct comp e nsation for the se se rv ices ? Will you be receiving indirect compensation for these services? _Yes 't-No _Yes X, No _Yes X No _Yes 't No CONTRACTOR (Full name of contractor as in DRS filings-Please Print): G y-eca>~J " I P. John sfo)'"\ Signature: Last Four Digits of Social Security No. _ _.6 .... 'f_.__9,__2.. ____ _ Date : __ JCl~\i\~, ~?~q_1 _20~/ j_ SECTION 1 : COUNTY COMPLETES THIS SECTION: [Use Member Reporting Verification (MRV) to verify the past retirement membership and document below] 1. Contractor has been a member of a Washington State Retirement System? Yes No If yes, which system and plan? _ Teacher's Retirement System (TRS) Plan 1 Plan 2 Plan 3 _ School Employees' Retirement System (SERS) Plan 2 Plan 3 _ Public Employees' Retirement Systems (PERS) Plan 1 Plan 2 Plan 3 _ Public Safety Employees' Retirement System (PSERS) Plan 2 _ Law Enforcement Officers' & Fire Fighters' Retirement System (LEOFF) _ Plan 1 _ Plan 2 _ Washington State Patrol Retirement System (WSPRS) Plan 1 Plan 2 _ Judicial Retirement System (JRS) 2. Is the Contractor a retiree of a Washington State Retirement System? 3. Did the Contractor retire before age 65 using the 2008 ERF? I have verified the information above using MRV or by contacting DRS . COUNTY REPRESENTATIVE (Please Print): ____________ _ Signature: ____________ _ Date: --------- COUNTY RETAINS THIS FORM Yes Yes No No Page 17 of 21 ATTACHMENT "E" RETIREMENT STATUS FORM (SIGNATURE REQUIRED)-COUNTY RETAINS THIS FORM ALL CONTRACTORS, SERVICES CONTRACTORS, AND INDEPENDENT CONTRACTORS MUST COMPLETE AND SIGN SECTION 1: CONTRACTOR COMPLETES THIS SECTION: Did you retire from one of the State of Washington Retirement Systems? Did you retire before age 65 using the 2008 early retirement factors (ERF)? Will you be receiving direct compensation fo r these servi ces? Will you be receiving indirect compensation for these services? _Yes )i_ No Yes X No Yes X No Yes X No CONTRACTOR (Full name of contractor as in DRS filings -Please Print):~C~\o_r.j_(K'~~e'--~--+-a:-~_~'S~_ Signature: ~!lilctu~ Last Four Digits of Social Security No. __ t-/_~_q ____ _ SECTION 1: COUNTY COMPLETES THIS SECTION: [Use Member Reporting Verification (MRV) to verify the past retirement membership and document below] 1 . Contractor has been a member of a Washington State Retirement System? If yes, which system and plan? _ Teacher's Retirement System (TRS) _ School Employees' Retirement System (SERS) _ Public Employees' Retirement Systems {PERS) Plan 1 Plan 1 _ Public Safety Employees' Retirement System (PSERS) Plan 2 Plan 2 Plan 2 Plan 2 Yes Plan 3 Plan 3 Plan 3 No _ Law Enforcement Officers' & Fire Fighters' Retirement System (LEOFF) _ Plan 1 _ Plan 2 _ Washington State Patrol Retirement System (WSPRS) Plan 1 Plan 2 _ Judicial Retirement System (JRS) 2. Is the Contractor a retiree of a Washington State Retirement System? 3 . Did the Contractor retire before age 65 using the 2008 ERF? I have verified the information above using MRV or by contacting DRS. COUNTY REPRESENTATIVE (Please Print): ___________ _ Signature: ____________ _ Date : ________ _ COUNTY RETAINS THIS FORM Yes Yes No No Page 17 of 21 ATTACHMENT F Form W-9 Request for Taxpayer Give Form to the (Rev, Octobe r 201 B) Identification Number and Certification requester. Do not Dep ar tment of the Treasury send to the IRS. Internal Revenue Service • Go to www.lrs.gov/FormW9 for In structions and the latest information. 1 Name (as shown on you r Income tax return ). Name Is req uired on th is line; do not leave this line bla nk. The Wa te rshed Comoanv 2 Busi ness name/dis regarded entity name, if different from above O? Q) 3 Check app rop ri ate box fo r federal tax class lflc atl on of the person whose name Is entered on li ne 1, Check only on e of the 4 Exempt ions (codes app ly only to Ol following seven bo xes . oertaln entitles, not Individua ls; see cu 0. Instruc tion s on page 3): C: 0 lndlvlduaVso le proprie tor or 0 C Corp ora tion 0 S Corpo ration 0 Partnership 0 TrusVestate 0 • Ill single -m ember LLC Exe mpt payee code (i f any) 5 Q) C: C. 0 0 Limited lia bility company. Ent er the tax cl assl flcatlon (C =C co rporation, S=S corporat ion, P=Partnershlp) • ~tl 0 .s Note: Check th e appropriate box In the line ab ove fo r the tax classification of th e sing le-member owne r. Do not che ck Exe mption from FATC A reporting +' Ill LLC If the LLC Is olasslfled as a single-member LLC that Is disregarded from -th e owner unless the owner of the LLC Is cod e (If any) ,§ .5 another LLC that is not dis reg arded fr om the owne r for U.S. fede ral tax pur poses. Otherwise, a single-member LLC that C. (,) ls -disregarded from the owner should check the appropriate box for the tax classification of Its owne r. !E' (,) • Other (see In struc tion s) • (Applfes to accounts malntoJned outside the U.S.) Q) a. 5 Address (numb er, street, and apt. or suite no.) Se e In structions. Requester's name and address (optional) en Q) 750 Sixth Street South Q) (/) 6 City , state, and ZIP code Kirkland, WA 98033 7 List account number(s) here (opt ional) ' •",nl ii • Taxpayer Identification Number (TIN) I Soc ia l sec urity number I Enter your TI N in the appro~ri _ate box. The TIN provided must match t~e name given on line 1 to avo id backup withh ol ding . For ln d1 v1duals, this Is generally your socia l security number (SSN). However, for a residen t alien, so le proprietor, or di sregarded en t ity, see th e Instructio ns for Part I, later . For other ent ities , It Is your employer identification riumber (EIN), If you do not have a number, see How to get a TIN, late r. [II] -DJ -I I I I I or Note: If the account is in more than one nam e, see t he instructlons for line 1. Also see What Name and Number To Give the Requester for guidelines on whose number to enter . ! Employer Identification number 91-1364393 Certification Under pena lties of perjury, I certify that: 1. The number shown on this form is my correct ta xpayer id en tific ation nu mber (or I am waiting for a number to be Issued to me); and 2. I am not subject to backup withho ld ing because: (a) I am exempt fr om backup withholding, or (b) I have not been no t ified by the Int ernal Revenue Service (I RS) that I am subject to backup withholding as a resu lt of a failure to report all Interest or d ividends, or (c) the IRS has notifi ed me that I am no longe r subject to backup wi thholding ; and 3. I am a U.S. citizen or other U.S. person (defined belo w); and 4. The FATCA code(s) en tered on this form (if any) indicating th at I am exem pt from FATCA reporting Is correct. Certification Instructions. You must cross out lfem 2 above if you have been noti fied by the IRS that you are currently subject to backup wit hho lding because you have failed to report all Interest and dividends on your tax return . Fo r rea l es tate transactions, Item 2 does not apply. For mortgage int erest pa id, acquis ition or abandonment of secured property, cancellat io n of debt, contributions to an Individua l retirement arrangement (IRA), and generally, paymen ts ot her than Interest and di viden ds , you are not requi red to sign the ce rtlfi cat ion , but you must provide your co rrec t TIN. See the Instructions for Part II, later . Sign Here Signature of U.S . person • General Instructions Section references are to th e Internal Revenue Code unless otherwise noted . Future developments. For the lates t Info rma tion about developments re lated to Form W-9 and Its ins tru ctions , suc h as legisl ation enacted afte r th ey were pub lis hed, go to www.lrs.gov/FormW9 , Purpose of Form An Indi vidu al or entity (For m W-9 reque ste r) who is requ ired to fil e an in formation return wi th the IRS must obtain your correct t ax pa yer Identification number (T IN) which may be your soc ial security number (SSN), Indi vidual taxpayer Identification numbe r (ITIN), adop ti on taxpayer Identificatio n number (ATIN), or employer identification numbe r (EIN), to report on an information return the amount paid to you, or other amo unt reportab le on an Info rmation re turn , Ex amples of information returns Include, but are not limit ed to, th e following . • Form 1099-INT (interest earned or paid) Cat. No, 10231X Dat e • 01/03 201 • Form 1099-DIV (divi dends, including those from stocks or mut ua l funds) • Form 1099-MISC (various types of income, p rizes, awa rds, or gross proceeds) • Form 1099-8 (sto ck or mutual fund sales and certain other transactions by broke rs) • Form 109 9-8 (proceeds from real estate t ransactions) • Form 1099-K (merchan t card and third party netw ork transacti ons) • Form 109 8 (h ome mortgage Interest), 1098 -E (studen t loan inte rest), 1098 -T (tuition) • Form 1099 -C (canceled deb t) • Form 1099 -A (acquisition or abando nm ent of secured property) Use Form W-9 only If you are a U.S . person (inclu ding a resident alien), to prov ide your correct TIN . If you do not return Form W-9 to the requester with a TIN, you might be subject to bacl<up withholding. Se e What is back up withholding, later, Form W-9 (Rev.10-2018)