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HomeMy WebLinkAboutWater Right Solutions, Inc - Water Rights Change Applications for City through Franklin County (Agreement No. 20-025)PROFESSIONAL SERVICES AGREEMENT Water Rights Change Applications Agreement No. 20-025 THIS AGREEMENT is made and entered into between the City of Pasco, a Washington Municipal Corporation, hereinafter referred to as "City", and VYat9r Right Solutions, LLC., hereinafter referred to as "Consultant," on the day of , 2020. RECITALS WHEREAS, the City desires to have certain services and/or tasks performed as set forth below requiring specialized skills, training, equipment, and other supportive capabilities; and WHEREAS, the Consultant represents that it is qualified and possesses sufficient skills, experience, equipment, and necessary capabilities, including: technical and professional expertise, when required, to perform the services and/or tasks as set forth in this Agreement upon which the City is relying. NOW, THEREFORE, in consideration of the mutual covenants, and performances contained herein, the parties agree as follows: 1. Scope of Services. The Consultant shall perform such services and accomplish such tasks, including the furnishing of all labor, materials, facilities and equipment necessary for full performance thereof, as identified and designated as Consultant's Responsibilities throughout this Agreement, and as more particularly described in Scope of Work detailed in [Exhibit A], attached hereto and incorporated herein (the "Project"). 2. Term. This Project shall begin on the execution date listed above and promptly be completed by 12/31/2020. 3. Compensation and Payment. 3.1 Payment for services provided hereunder shall be made following the performance of such services. Such payment shall be full compensation for work performed or services rendered, and for all labor, materials, supplies, equipment, and incidentals necessary to complete the Project. 3.2 No payment shall be made for any services rendered by the Consultant except for services identified and set forth in this Agreement except as may be authorized by a written supplemental agreement approved by the City. 3.3 The City shall pay the Consultant for work performed under this Agreement upon timely submitted invoices detailing work performed and expenses for which reimbursement is sought. The City shall approve all invoices before payment is Professional Services Agreement — Water Right Solutions, LLC. Agreement No. 20-025 Water Rights Change Applications Page l of 9 issued. Payment shall occur within thirty (30) days of receipt and approval of an invoice. 3.4 The City shall pay the Consultant for all work performed and expenses incurred under this Agreement, as follows. ® Hourly (Single Rate): one hundred thirty five US dollars135.00 per hour plus actual expenses incurred as provided under this Agreement, but not to exceed a total of fifty thousand US dollars $50,000.00 without prior written authorization by the City. 4. Reports and Inspections. 4.1 The Consultant at such times and in such forms as the City may require, shall furnish to the City such statements, records, studies, surveys, reports, data, and information as the City may request pertaining to matters covered by this Agreement. 4.2 The Consultant shall, at any time during normal business hours and as often as the City or the Washington State Auditor may reasonably deem necessary, make available for examination all of its records and data with respect to all matters covered, directly or indirectly, by this Agreement and shall permit the City, or its designated authorized representative to audit and inspect other data relating to all matters covered by this Agreement. The City shall receive a copy of all audit reports made by the agency or firm as to the Consultant's activities. The City may, at its discretion, conduct an audit at its expense, using its own or outside auditors, of the Consultant's activities which relate, directly or indirectly, to this Agreement. Consultant shall be provided a copy of such reports. 4.3 The Consultant, during the term of this Agreement, shall obtain all permits and registration documents necessary for the performance of its work and for the execution of services at its own expense, and shall maintain its validity. Upon request, the Consultant shall deliver to the City copies of these licenses, registration documents, and permits or proof of their issuance or renewal. 4.4 Consultant shall maintain books, records and documents, which sufficiently and properly reflect all direct and indirect costs related to the performance of this Agreement, and shall maintain such accounting procedures and practices as may be necessary to assure proper accounting of all funds paid pursuant to this Agreement. These records shall be subject, at all reasonable times, to inspection, review, or audit as provided above. 4.5 The Consultant shall retain all books, records, documents or other material relevant to this Agreement for three (3) years after its expiration. Consultant agrees that the City, or its designee, shall have full access and right to examine any of said materials at all reasonable times during this period. Professional Services Agreement — Water Right Solutions, LLC. Agreement No. 20-025 Water Rights Change Applications Page 2 of 9 5. Ownershin and Use of Documents. 5.1 All research, tests, surveys, preliminary data, information, drawings and documents made, collected, or prepared by the Consultant for performing the services subject to this Agreement, as well as any final product, collectively referred to as "work product," shall be deemed as the exclusive property of the City, including copyright as secured thereon. Consultant may not use them except in connection with the performance of the services under this Agreement or with the prior written consent of the City. Any prior copyrighted materials owned by the Consultant and utilized in the performance of the services under this Agreement, or embedded in with the materials, products and services provided thereunder, shall remain the property of the Consultant subject to a license granted to the City for their continued use of the products and services provided under this Agreement. Any work product used by the Consultant in the performance of these services which it deems as "confidential," "proprietary," or a "trade secret" shall be conspicuously designated as such. 5.2 In the event of Consultant's default, or in the event that this Agreement is terminated prior to its completion, the work product of the Consultant, along with a summary of the services performed to date of default or termination, shall become the property of the City, and tender of the work product and summary shall be a prerequisite to final payment under this Agreement. The summary of services provided shall be prepared at no additional cost, if the Agreement is terminated through default by the Consultant. If the Agreement is terminated through convenience by the City, the City agrees to pay Consultant for the preparation of the summary of services provided. 6. Public Records. 6.1 Consultant acknowledges that the City is an agency subject to Chapter 42.56 RCW "Public Records Act." All preliminary drafts or notes prepared or gathered by the Consultant, and recommendations of the Consultant are exempt prior to the acceptance by the City or public citation by the City in connection with City action. 6.2 If the Consultant becomes a custodian of public records of the City and request for such records is received by the City, the Consultant shall respond to the request by the City for such records within five (5) business days by either providing the records, or by identifying in writing the additional time necessary to provide the records with a description of the reasons why additional time is needed. Such additional time shall not exceed twenty (20) business days unless extraordinary good cause is shown. 6.3 In the event the City receives a public records request for protected work product of the Consultant within its possession, the City shall, prior to the release of any protected work product or as a result of a public records request or subpoena, Professional Services Agreement — Water Right Solutions, LLC. Agreement No. 20-025 Water Rights Change Applications Page 3 of 9 provide Consultant at least ten (10) business days prior written notice of the pending release and to reasonably cooperate with any legal action which may be initiated by the Consultant to enjoin or otherwise prevent such release. 7. Independent Contractor Relationship. 7.1 The parties intend that an independent contractor relationship is created by this Agreement. The City is interested primarily in the results to be achieved; subject to the scope of services and the specific requirements of this Agreement, the implementation of services will lie solely with the discretion of the Consultant. No agent, employee, officer or representative of the Consultant shall be deemed to be an employee, agent, officer, or representative of the City for any purpose, and the employees of the Consultant are not entitled to any of the benefits or privileges the City provides for its employees. The Consultant will be solely and entirely responsible for its acts and for the acts of its agents, employees, officers, subcontractors or representatives during the performance of this Agreement. 7.2 In the performance of the services provided in this Agreement, Consultant is an independent contractor with full authority to control and direct the performance of the details of the work, however, the results of the work contemplated herein must meet the approval of the City and shall be subject to the City's general rights of inspection and review to secure the satisfactory completion thereof. 7.3 The Consultant shall comply with all State and Federal laws including, but not limited to: 7.3.1 The definition requirements of RCW 50.04.140 (Employment Security). 7.3.2 RCW 51.08.195 (Industrial Insurance). 7.3.3 Obtain a City of Pasco business license. 7.4 The City may, at its sole discretion, require the Consultant to remove any employee, agent or servant from employment on this Project who, in the City's sole discretion, may be detrimental to the City's interest. 8. Indemnification. 8.1 The Consultant shall defend, indemnify, and hold harmless the City, its officers, officials, employees, and volunteers harmless from any and all claims, injuries, damages, losses or suits including attorney fees, arising out of or resulting from the acts, errors or omissions of the Consultant in performance of this Agreement, except for injuries and damages caused by the sole negligence of the City. 8.2 However, should a court of competent jurisdiction determine that this Agreement is subject to RCW 4.24.115, then, in the event of liability for damages arising out Professional Services Agreement — Water Right Solutions, LLC. Agreement No. 20-025 Water Rights Change Applications Page 4 of 9 of bodily injury to persons or damages to property caused by or resulting from the concurrent negligence of the Consultant, and the City, its officers, officials, employees, and volunteers, the Consultant's liability, including the duty and cost to defend, hereunder shall be only to the extent of the Consultant's negligence. It is further specifically and expressly understood that the indemnification provided herein constitutes the Consultant's waiver of immunity under Industrial Insurance, Title 51 RCW, solely for purposes of this indemnification. This waiver has been mutually negotiated by the parties. The provisions of this section shall survive the expiration or termination of this Agreement. 8.3 No liability shall attach to the City by reason of entering into this Agreement except as expressly provided herein. 8.4 This indemnification shall include damages, penalties and attorney fees sustained as a result of Consultant's delayed or failed performance of Section 6 above. 9. Insurance. The Consultant shall procure and maintain for the duration of the Agreement, insurance against claims for injuries to persons or damage to property which may arise from or in connection with the performance of the work hereunder by the Consultant, its agents, representatives, employees, or subcontractors. The Consultant's maintenance of insurance as required by the Agreement shall not be construed to limit the liability of the Consultant to the coverage provided by such insurance, or otherwise limit the City's recourse to any remedy available at law or in equity. 9.1 M Minimum Scope of Insurance. Consultant shall obtain insurance of the types and coverage described below: 9.1.1 Automobile Liability insurance covering all owned, non -owned, hired and leased vehicles. Coverage shall be at least as broad as Insurance Services Office (ISO) form CA 00 01. 9.1.2 Commercial General Liability insurance shall be at least as broad as ISO occurrence form CG 00 01 and shall cover liability arising from premises, operations, stop -gap independent contractors and personal injury and advertising injury. The City shall be named as an additional insured under the Consultant's Commercial General Liability insurance policy with respect to the work performed for the City using an additional insured endorsement at least as broad as ISO endorsement form CG 20 26. 9.1.3 Workers' Compensation coverage as required by the Industrial Insurance laws of the State of Washington. 9.1.4 Professional Liability insurance appropriate to the Consultant's profession. Minimum Amounts of Insurance. insurance limits: Consultant shall maintain the following Professional Services Agreement — Water Right Solutions, LLC. Agreement No. 20-025 Water Rights Change Applications Page 5 of 9 9.2.1 Automobile Liability insurance with a minimum combined single limit for bodily injury and property damage of $1,000,000 per accident. 9.2.2 Commercial General Liability insurance shall be written with limits no less than: ® One million US dollars $1,000,000 each occurrence; and ® One million US dollars $1,000,000 general aggregate; 9.2.3 Professional Liability insurance shall be written with limits no less than: ® One million US dollars $1,000,000 per claim; and ® One million US dollars $1,000,000 policy aggregate limit; 9.3 Other Insurance Provision. The Consultant's Automobile Liability, Professional Liability, and Commercial General Liability insurance policies are to contain, or be endorsed to contain that they shall be primary insurance as respect the City. Any insurance, self-insurance, or self-insured pool coverage maintained by the City shall be excess of the Consultant's insurance and shall not contribute with it. 9.3.1 The Consultant's insurance shall be endorsed to state that coverage shall not be cancelled by either party, except after thirty (30) days prior written notice by certified mail, return receipt requested, has been given to the City. 9.4 Acceptability of Insurers. Insurance is to be placed with insurers with a current A.M. Best rating of not less than A: VII. 9.5 Verification of Coverage. Consultant shall furnish the City with original certificates and a copy of the amendatory endorsements, including, but not necessarily limited to, the additional insured endorsement, evidencing the insurance requirements of the Agreement before commencement of the work. 9.6 Notice of Cancellation. The Consultant shall provide the City with written notice of any policy cancellation within two (2) business days of their receipt of such notice. 9.7 Citv Full Availability of Consultant Limits. If the Consultant maintains higher insurance limits than the minimums shown above, the City shall be insured for the full available limits of Commercial General and Excess or Umbrella liability maintained by the Consultant, irrespective of whether such limits maintained by the Consultant are greater than those required by this Agreement or whether any certificate of insurance furnished to the City evidences limits of liability lower than those maintained by the Consultant. Professional Services Agreement — Water Right Solutions, LLC. Agreement No. 20-025 Water Rights Change Applications Page 6 of 9 9.8 Failure to Maintain Insurance. Failure on the part of the Consultant to maintain the insurance as required shall constitute a material breach of contract, upon which the City may, after giving five (5) business days' notice to the Consultant to correct the breach, immediately terminate the Agreement or, at its discretion, procure or renew such insurance and pay any and all premiums in connection therewith, with any sums so expended to be repaid to the City on demand, or at the sole discretion of the City, offset against funds due the Consultant from the City. 10. Nondiscrimination. In the performance of this Agreement, the Consultant will not discriminate against any employee or applicant for employment on the grounds of race, creed, color, national origin, sex, 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 Consultant shall ensure that applicants are employed, and that employees are treated during employment in the performance of this Agreement without discrimination because of their race, creed, color, national origin, sex, marital status, age or the presence of any sensory, mental or physical handicap. Consultant 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. 11. Covenant Against Contingent Fees. The Consultant warrants that it has not employed nor retained any company, firm, or person, other than a bona fide employee working exclusively for the Consultant, to solicit or secure this Agreement; and that it has not paid or agreed to pay any company, person or firm, other than a bona fide employee working exclusively for the Consultant, any fee, commission, percentage, brokerage fee, gift, or other consideration contingent upon or resulting from the award or making of this Agreement. For breach or violation of this warranty, the City shall have the right to terminate this Agreement. 12. Assignment and Subcontracting. 12.1 The City has awarded this Agreement to the Consultant due to its unique qualifications to perform these services. The Consultant shall not assign (or subcontract other than as specifically identified in Exhibit A) its performance under this Agreement or any portions of this Agreement without the prior written consent of the City, which consent must be sought at least thirty (30) days prior to the date of any proposed assignment. 12.2 Any work or services assigned or subcontracted hereunder shall be subject to each provision of this Agreement including Section 6, Public Records; Section 10, Nondiscrimination; proper bidding procedures where applicable; and all local, State and Federal statutes, ordinances and guidelines. 12.3 Any technical or professional service subcontract not listed in this Agreement, must have prior written approval by the City. Professional Services Agreement — Water Right Solutions, LLC. Agreement No. 20-025 Water Rights Change Applications Page 7 of 9 13. Termination. 13.1 Termination for Convenience. Either party may terminate this Agreement for any reason upon giving the other party no less than ten (10) business days written notice in advance of the effective date of such termination. 13.2 Termination for Cause. If the Consultant fails to perform in the manner called for in this Agreement, or if the Consultant fails to comply with any other provisions of this Agreement and fails to correct such noncompliance within five (5) business days of written notice thereof, the City may terminate this Agreement for cause. Termination shall be effected by serving a notice of termination on the Consultant setting forth the manner in which the Consultant is in default. The Consultant will only be paid for services and expenses complying with the terms of this Agreement, incurred prior to termination. 14. General Provisions. 14.1 For the purpose of this Agreement, time is of the essence. 14.2 Notice. Notice provided for in this Agreement shall be sent by: 14.2.1 Personal service upon the Project Administrators; or 14.2.2 Certified mail to the physical address of the parties, or by electronic transmission to the e-mail addresses designated for the parties below. 14.3 The Project Administrator for the purpose of this Agreement shall be: 14.3.1 For the City: Steve M. Worley, P.E, or his/her designee Public Works Director 525 North P PO Box 293 Pasco WA 99301 WorleyS(2pasco-wa.aov (e-mail address) 14.3.2 For the Consultant: William (Bill) Neve, CWRE, or his/her designee Owner 110 Locust St Walla Walla, WA bill.neve.wrsLdgmail.com (e-mail address) Professional Services Agreement — Water Right Solutions, LLC. Agreement No. 20-025 Water Rights Change Applications Page 8 of 9 15. Dispute Resolution. 15.1 This Agreement has been and shall be construed as having been made and entered into and delivered within the State of Washington and it is agreed by each party hereto that this Agreement shall be governed by the laws of the State of Washington. 15.2 In the event of a dispute regarding the enforcement, breach, default, or interpretation of this Agreement, the Project Administrators, or their designees, shall first meet in a good faith effort to resolve such dispute. In the event the dispute cannot be resolved by agreement of the parties. said dispute shall be resolved by arbitration pursuant to RCW 7.04A. as amended, with both parties waiving the right of a jury trial upon trial de novo. with venue placed in Pasco, Franklin County, Washington. The substantially prevailing party shall be entitled to its reasonable attorney fees and costs as additional award and judgment against the other. 16. Nonwaiver. Waiver by the City of any provision of this Agreement or any time limitation provided for in this Agreement shall not constitute a waiver of any other similar event or other provision of this Agreement. 17. Integration. This Agreement between the parties consists in its entirety of this document and any exhibits. schedules or attachments. Any modification of this Agreement or change order affecting this Agreement shall be in writing and signed by both parties. 18. Authorization. By signature below. each party warrants that they are authorized and empowered to execute this Agreement binding the City and the Consultant respectively. IN WITNESS WHEREOF, the parties have caused this Agreement to be executed on the date first written above. CITY ASCO. WASHINGTON Barham. City Clerk CONSULTANT 6 k' E Bill l4ve.Owner APPROVED AS TO FORM: Kerr Fergus I aw, PLLC, City Attorney Professional Services Agreement — Water Right Solutions, LLC. Agreement No. 20-025 Water Rights Change Applications Page 9 of 9 EXHIBIT A SCOPE OF WORK WATER RIGHT CHANGE APPLICATION PROCESSING CITY OF PACO 525 N. 3RD AVENUE Pasco, WA 99301 WATER RIG1-17' SOLUTIONS, LLC PURPOSE The purpose of this project is to process water right change applications for the City of Pasco through the Franklin County Water Conservancy Board. It is estimated that up to 37 change applications will require action; this proposal is for an as of yet undetermined portion of the total. The subject change applications involve requesting changes in place of use to the City of Pasco service area, purpose of use from irrigation to municipal supply, and season of use from seasonal to continuous. The applications will vary in complexity depending on available records to determine historic beneficial use and how the original water rights were provisioned. SCOPE OF WORK The primary tasks identified are listed below. The water right change applications will be processed through the Franklin County Water Conservancy Board ('Board'). 1. Evaluate Change Applications to ensure accuracy and confirm consistency with current intent. 2. Prepare Legal Notice for Publication by the Board. 3. Conduct site visit (as necessary) to confirm well locations and gather supporting information. 4. Prepare a draft Report of Examination for each application, which will evaluate proposal and provide recommendations as to proposed changes 5. Submit drafts to City of Pasco staff for review and approval prior to submission to Board 6. Provide any necessary support during the evaluation of reports by the Board and Ecology COST ESTIMATE WRS bills at a rate of $135/hour, all-inclusive. The estimate range in time required per application is 10 to 15 hours, or $1,350 to $2,025 per application. It is anticipated that as more applications are processed, and in working in coordination with Board staff, efficiencies will be achieved which will lower the time required per application. I believe a reasonable timeframe for completing this project work would be 1 to 2 change reports per week. Again, the time required for any given application will vary depending on the particular attributes of the underlying water right and the complexity of the situation. And again, it should be expected that efficiencies will be developed as more applications are processed. CERTIFICATE OF LIABILITY INSURANCE DATE (MM/DD/YYYY) 07/08/2020 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 be endorsed. If SUBROGATIONIS 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 CONTACT NAME: PAUL RICHARDSON AGENCY INC 52812301 PHONE (509)529-0935 (A/C, No, Ext): FAX (509)529-2838 (A/C, No): PO BOX 758 WALLA WALLA WA 99362 E-MAIL ADDRESS: INSURER(S) AFFORDING COVERAGE NAIC# INSURER A: Hartford Casualty Insurance Company 29424 INSURED INSURER B: WILLIAM NEVE D/B/A WATER RIGHTS SOLUTION INSURERC: 110 LOCUST ST INSURER D: WALLA WALLA WA 99362-3140 INSURER E: DAMAGE TO RENTED $300,000 PREMISES Ea occurrence) INSURER F: CAVFRAnIPS CERTIFICATE NUMBER: REVISION NUMBER: THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED.NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. INSR LTR TYPE OF INSURANCE ADDL INSR SUBR WVD POLICY NUMBER POLICY EFF MM DD POLICY EXP MM DD YYY LIMITS COMMERCIALGENERALLIABILITY EACH OCCURRENCE $1,000,000 CLAIMS-MADE-1OCCUR DAMAGE TO RENTED $300,000 PREMISES Ea occurrence) MED EXP (Any one person) $10,000 X General Liability A X 52 SBM VY8057 09/01/2019 09/01/2020 PERSONAL &ADV INJURY $1,000,000 GEN'L AGGREGATE LIMIT APPLIES PER: GENERAL AGGREGATE $2,000,000 POLICY❑ PRO � LOC JECT PRODUCTS - COMP/OP AGG $2,000,000 OTHER: AUTOMOBILE LIABILITY COMBINED SINGLE LIMIT Ea accident) BODILY INJURY (Per person) ANY AUTO ALL OWNED SCHEDULED AUTOS AUTOS BODILY INJURY (Per accident) PROPERTY DAMAGE HIRED NON -OWNED AUTOS AUTOS (Per accident) UMBRELLA LIAB EACH OCCURRENCE AGGREGATE HOCCUR EXCESS LIAB CLAIMS- MADE DED RETENTION $ WORKERS COMPENSATION PER OTH- AND EMPLOYERS' LIABILITY ATER E.L. EACH ACCIDENT $1,000,000 ANY YIN A PROPRIETOR/PARTNER/EXECUTIVE OFFICER/MEMBER EXCLUDED? NIA 52 SBM VY8057 09/01/2019 09/01/2020 E.L. DISEASE -EA EMPLOYEE $1,000,000 (Mandatory in NH) If yes, describe under E.L. DISEASE - POLICY LIMIT $1,000,000 DESCRIPTION OF OPERATIONS below A EMPLOYMENT PRACTICES LIABILITY I 52 SBM VY8057 09/01/2019 09/01/2020 Each Claim Limit $5,000 I Aggregate Limit $5,000 DESCRIPTION OF OPERATIONS/LOCATIONS/VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached if more space is required) Those usual to the Insured's Operations. Certificate holder is an additional insured per the Business Liability Coverage Form SS0008 attached to this policy. /:FRTIFIRATF HAI r1FR CANCFI I ATInN City of Pasco SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED 525 N. 3rd Avenue BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED Pasco WA 99301 IN ACCORDANCE WITH THE POLICY PROVISIONS. AUTHORIZED REPRESENTATIVE ACORD 25 (2016/03) ©1988-2015 ACORD CORPORATION. All rights reserved. The ACORD name and logo are registered marks of ACORD THE HARTFORD BUSINESS SERVICE CENTER THE 3600 WISEMAN BLVD HARTFORD SAN ANTONIO TX 78251 City of Pasco 525 N. 3rd Avenue Pasco WA 99301 Account Information: Policy Holder Details : WILLIAM NEVE D/B/A WATER RIGHTS SOLUTION July 8, 2020 %Q Contact Us Business Service Center Business Hours: Monday - Friday (7AM - 7PM Central Standard Time) Phone: (866) 467-8730 Fax: (888) 443-6112 Email: aaencv.services t .thehartford.com Website: https://business.thehartford.com Enclosed please find a Certificate Of Insurance for the above referenced Policyholder. Please contact us if you have any questions or concerns. Sincerely, Your Hartford Service Team W LTRO05 CERTIFICATE OF LIABILITY INSURANCE DATE (MM/DD/YYYY) 07/08/2020 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 be endorsed. If SUBROGATIONIS 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 CONTACT NAME: PAUL RICHARDSON AGENCY INC 52812301 POLICY EXP MM/DD/Y YYY PHONE (509)529-0935 (A/C, No, Ext): FAX (509)529-2838 (A/C, No): PO BOX 758 WALLA WALLA WA 99362 E-MAIL ADDRESS: INSURER(S) AFFORDING COVERAGE NAIC# EACH OCCURRENCE $1,000,000 INSURER A: Hartford Casualty Insurance Company 29424 INSURED INSURER B: WILLIAM NEVE D/B/A WATER RIGHTS SOLUTION INSURER C: 110 LOCUST ST INSURER D: WALLA WALLA WA 99362-3140 INSURER E: X General Liability INSURER F: COVERAGES CERTIFICATE NUMBER: REVISION NUMBER: THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED.NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES, LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. INSR LTR TYPE OF INSURANCE ADDL INSR SUBR WVD POLICY NUMBER POLICY EFF MM DD/YYYY POLICY EXP MM/DD/Y YYY LIMITS COMMERCIAL GENERAL LIABILITY EACH OCCURRENCE $1,000,000 CLAIMS -MADE DAMAGE TO RENTED $300,000 PREMISES Ea occurrence MED EXP (Any one person) $10,000 X General Liability A 52 SBM VY8057 09/01/2019 09/01/2020 IX PERSONAL &ADV INJURY $1,000,000 GEN'L AGGREGATE LIMIT APPLIES PER: GENERAL AGGREGATE $2,000,000 POLICY❑ PRO- LOC JECT PRODUCTS - COMP/OP AGG $2,000,000 OTHER: AUTOMOBILE LIABILITY COMBINED SINGLE LIMIT Ea accident BODILY INJURY (Per person) ANY AUTO ALL OWNED SCHEDULED AUTOS AUTOS BODILY INJURY (Per accident) HIRED NON -OWNED PROPERTY DAMAGE AUTOS AUTOS (Per accident) UMBRELLA LIAB OCCUR EACH OCCURRENCE AGGREGATE EXCESS LIAB CLAIMS- MADE DED RETENTION $ WORKERS COMPENSATION PER OTH- I AND EMPLOYERS' LIABILITY STATUTE ER E.L. EACH ACCIDENT $1,000,000 ANY YIN A PROPRIETOR/PARTNER/EXECUTIVE OFFICER/MEMBEREXCLUDED? N/A 52 SBM VY8057 09/01/2019 09/01/2020 E.L. DISEASE -EA EMPLOYEE $1,000,000 (Mandatory in NH) If yes, describe under E.L. DISEASE -POLICY LIMIT $1,000,000 DESCRIPTION OF OPERATIONS below A EMPLOYMENT PRACTICES LIABILITY 52 SBM VY8057 09/01/2019 09/01/2020 Each Claim Limit $5,000 Aggregate Limit $5,000 DESCRIPTION OF OPERATIONS/LOCATIONS/VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached if more space is required) Those usual to the Insured's Operations. Certificate holder is an additional insured per the Business Liability Coverage Form SS0008 attached to this policy. CERTIFICATE HOLDER CANCELLATION City of Pasco SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED 525 N. 3rd Avenue BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED Pasco WA 99301 IN ACCORDANCE WITH THE POLICY PROVISIONS. AUTHORIZED REPRESENTATIVE © 1988-2015 ACORD CORPORATION. All rights reserved. ACORD 25 (2016/03) The ACORD name and logo are registered marks of ACORD PAGE 4 WASHINGTON INSURANCE IDENTIFICATION CARD UNITED SERVICES AUTOMOBILE ASSN NAME OF INSURED MIMI L WAINWRIGHT WILLIAM L NEVE POLICY NUMBER 00348 28 35U 7102 0 EFFECTIVE DATE 04/03/20 EXPIRATION DATE 10/03/20 VEHICLE DESCRIPTION YEAR MAKE/MODEL 2000 LEXUS GS 300 40 VEHICLE IDENTIFICATION NUMBER JT8BD68S5YO103253 9800 Fredericksburg Road San Antonio, Texas 78288 Additional copies available at usaa.com CONTACT US: 210-531—USAA187221 OR 800-531—USAA Pr June 27, 2019 VICTOR 0. SCHINNERER & COMPANY, INC. Melissa Wickham Paul Richardson P.O. Box 758 WALLA WALLA, WA 99362 RE: Water Right Solutions, LLC Architects, Engineers & Consultants Professional Liability program EEH591931278 Effective Dates: 06/27/2019 TO 06/27/2022 1302005-34950 Dear Melissa: We are pleased to enclose your client's policy. While our team has carefully reviewed this policy to ensure its accuracy, we encourage you to review it thoroughly to ensure it complies with the coverage you requested for your client. Please let us know as soon as possible if you have questions. Please sign the Policy Declarations in the space provided. We appreciate the trust you place in us by binding your client's coverage in our program. Your business is very important to us and we look forward to working together to service your client; please don't hesitate to call on us for assistance. Our goal is to provide you with excellent service and we welcome your feedback. Thank you for placing your confidence and your client's insurance with Schinnerer. We look forward to working together on your next submission. Sincerely, Alicia Mclean Alicia. Mclean@schinnerer.com 301-961-9841 V. 0. Schinnerer & Company, Inc. / Two Wisconsin Circle / Chevy Chase, MD 20815-7022 / PHONE: 301-961-9800 / FAX: 301-951-5444 / www.schinnerer.com Schinnerer Insurance Services DBA in CA CA LICENSE # 0156109 Page 1 of 1 CNA 77L Y DECLARATIONS Professional Liability and Pollution Incident Liability Insurance Policy Declaration P4I NOTICE: THIS PROFESSIONAL LIABILITY AND POLLUTION INCIDENT LIABILITY INSURANCE POLICY IS WRITTEN ON A "CLAIMS -MADE AND REPORTED" BASIS AND APPLIES ONLY TO THOSE CLAIMS FIRST MADE AGAINST AN INSURED AND REPORTED TO THE INSURER IN ACCORDANCE WITH THE SECTION OF THE POLICY ENTITLED CONDITIONS, THE CONDITION ENTITLED THE INSURED'S DUTIES IF THERE IS A CLAIM. ' POLICY INFORMATION MR PRODUCER INFORMATION Prefix: EEH Policy Number: 591931278 Insurance is Provided by: Continental Casualty Company 151 North Franklin Street, Chicago, IL 60606 Named Insured: Water Right Solutions, LLC Agency: 056124 Branch: 970 Address: P.O. 511 Walla Walla, WA 99362 JI , KNOI)jEDGE DATE 06/27/2019 to 06/27/2022 at 12:01 a.m. Standard Time 06/27/2019 at the Named Insured's address shown above. .DEDUCTIBLE: $1,000 Purchased Deductible N/A Deductible Credit $1,000 Per claim Deductible (including claim expenses) N/A Aggregate Deductible per policy year (including claim expenses) LIMITS OF $1,000,000 Each claim Limit of Liability (including claim expenses) $1,000,000 Aggregate Limit of Liability per policy year (including claim expenses) $1,000,000 Each design defect circumstance Limit of Liability $1,000,000 Aggregate design defect circumstance Limit of Liability per policy year $1,000,000 Each claim death or disability and non -practicing extended reporting period Limit of Liability (including claim expenses) $1,000,000 Aggregate death or disability and non -practicing extended reporting period Limit of Liability (including claim expenses) 06/27/2019 is the date of the first policy issued to the Named Insured and continuously renewed by the Insurer. Form No: CNA79035XX (09-2014) Policy No: EEH591931278 Policy Declaration Page 1 of 2 Policy Effective Date: 06/27/2019 Underwriting Company: Continental Casualty Company Policy Page: 2 of 24 151 North Franklin Street, Chicago, IL 60606 Copyright CNA All Rights Reserved. CNA Professional Liability and Pollution Incident Liability Insurance Policy Declaration .TOTAL BILLINGS OR TOTAL CONTRACT, $115,093 is the 0 Total Billings or the ❑ Total Contract Values Premium $5,556.00 INSTALLMENT PREMIUM PAYMENT Installment Premium Payment -. . - , CNA79035XX (09/2014) CNA79168WA (09/2014) CNA79169WA (02/2015) CNA79107XX (09/2014) CNA79142XX (09/2014) CNA79034XX (09/2014) $1,852.00 Due 07/27/2019 $1,852.00 Due 05/28/2020 $1,852.00 Due 05/28/2021 iRSEMENTS ATTACHED AT EFFECTIVE DATE: - Professional Liability and Pollution Incident Liability Insurance Policy Declaration Cancellation/Non-Renewal Endorsement - Washington Amendatory Endorsement - Washington Deductible Endorsement BIII - Deductible Not Applicable to Claim Expenses Multi Year Endorsement Professional Liability and Pollution Incident Liability Insurance Policy By: Authorized Representative By: Countersignature (if required) Form No: CNA79035XX (09-2014) Policy No: EEH591931278 Policy Declaration Page 2 of 2 Policy Effective Date: 06/27/2019 Underwriting Company: Continental Casualty Company Policy Page: 3 of 24 151 North Franklin Street, Chicago, IL 60606 Copyright CNA All Rights Reserved. CNAProfessional Liability and Pollution Incident Liability Insurance THIS PROFESSIONAL LIABILITY AND POLLUTION INCIDENT LIABILITY INSURANCE POLICY IS WRITTEN ON A "CLAIMS -MADE AND REPORTED" BASIS AND APPLIES ONLY TO THOSE CLAIMS FIRST MADE AGAINST AN INSURED AND REPORTED TO THE INSURER IN ACCORDANCE WITH THE SECTION OF THE POLICY ENTITLED CONDITIONS, THE CONDITION ENTITLED THE INSURED'S DUTIES IF THERE IS A CLAIM. Insurer means the Stock Insurance Company named on the Policy Declarations. Other key words and phrases that have special meaning are displayed in bold face type. See the DEFINITIONS section of the Policy. The Insurer and the Insured agree as follows: I. COVERAGE A. INSURING AGREEMENTS The Insurer will pay all amounts in excess of the Deductible up to the Limit of Liability that the Insured becomes legally obligated to pay as a result of: 1. Professional Liability a wrongful act that results in a claim anywhere in the world; or 2. Pollution Incident Liabil a pollution incident arising out of: a. the Insured's activities or the activities of any person or entity for whom the Insured is liable; b. liability that the Insured assumes from an insured client; c. a covered location; or d. a non -owned disposal site; that results in a claim anywhere in the world; provided that: i. on the knowledge date, none of the Insured's officers, directors, principals, partners, or insurance managers knew of any act, error, omission or event that could reasonably be expected to become the basis of such claim; and ii. such claim is first made against the Insured during the policy year and reported to the Insurer in accordance with the Section of the Policy entitled CONDITIONS, the condition entitled The Insured's Duties if There is a Claim. Except as set forth in the Section of the Policy entitled CONDITIONS, the condition entitled The Insured's Rights and Duties In the Event of a Circumstance, a claim is considered first made on the earlier of the Insured's or the Insurer's receipt of notice of the claim. B. SUPPLEMENTAL INSURING AGREEMENT— RECTIFICATION EXPENSE The Insurer will reimburse the Named Insured for rectification expense in excess of the Deductible and up to the applicable design defect circumstance Limit of Liability, provided that: 1. the Insured reports the design defect circumstance as soon as practicable during the policy year and in accordance with the Section of the Policy entitled CONDITIONS, the condition entitled The Insured's Rights and Duties in the Event of a Circumstance; and Form No: CNA79034XX (09-2014) Policy No: EEH591931278 Policy Page 1 of 16 Policy Effective Date: 06/27/2019 Underwriting Company: Continental Casualty Company Policy Page: 4 of 24 151 North Franklin Street, Chicago, IL 60606 Copyright Rights Reserved. Professional Liability and Pollution Incident Liability Insurance CRNA Policy 2. the Insured demonstrates to the Insurer's satisfaction that there is a design defect which is reasonably likely to give rise to a claim covered under this Policy; and 3. the Insured provides the Insurer with details of the action being contemplated by the Insured to minimize any potential liability arising out of such design defect circumstance and the amount of rectification expense that is contemplated in connection with such action; a. as soon as practicable during the policy year or within sixty (60) days of the expiration of the policy year, and b. prior to incurring any rectification expense, except in the event of an emergency response; and 4. prior to incurring any rectification expense, the Insurer consents in writing to such rectification expense (such consent not to be unreasonably withheld); and 5. in the event a claim is made arising out of a design defect circumstance, then the Insurer may, at its sole discretion, cease paying further rectification expense associated with such design defect circumstance; and 6. such design defect circumstance does not arise out of the same or similar design defect circumstances for which reimbursement expenses have been requested or paid. Such rectification expense will be reimbursed within ninety (90) days of the Insured's submission of a proof of loss of such rectification expense. In the event that the Insurer and the Named Insured do not agree that the Insured's proposed rectification expense is reasonable, then the Insured and the Insurer agree to submit such dispute to any form of alternative dispute resolution acceptable to both parties. Should the Named Insured and the Insurer be unable to agree on the form of alternative dispute resolution, then such dispute shall be submitted to binding arbitration administered by the American Arbitration Association under its Construction Arbitration Rules, and judgment on the award rendered by the arbitrators may be entered in any court having jurisdiction thereof. C. DEFENSE AND SETTLEMENT 1. The Insurer has the right and duty to defend any claim against the Insured seeking amounts that are payable under the terms of this Policy, even if any of the allegations of the claim are groundless, false or fraudulent. The Insurer will designate or, at its option, approve counsel to defend the claim. The Insurer is not obligated to defend any claim or pay any amounts after the applicable Limit of Liability has been exhausted. 2. The Insurer will not settle any claim without the informed consent of the first Named Insured. 3. If a claim results in a punitive, exemplary, or multiplied damage award, the Insurer will pay such award, up to the applicable Limit of Liability, to the fullest extent permitted by law. II. SUPPLEMENTARY PAYMENTS Except as noted in subparagraph D. below, payments made under this section are the Insurer's costs, are not subject to the Deductible, and are in addition to the Limit of Liability shown on the Declarations. A. Crisis Event Expenses The Insurer will reimburse the Named Insured up to 50% of $30,000 per crisis event, subject to a maximum reimbursement by the Insurer of $50,000 per policy year for all crisis events, for crisis event expenses incurred as a result of a crisis event that occurs during the policy term. B. Pre -claims Assistance Until the date a claim is made, the Insurer may pay for all costs or expenses it incurs, at the Insurer's sole discretion, as a result of investigating a circumstance that the Insured reports in accordance with Form No: CNA79034XX (09-2014) Policy No: EEH591931278 Policy Page 2 of 16 Policy Effective Date: 06/27/2019 Underwriting Company: Continental Casualty Company Policy Page: 5 of 24 151 North Franklin Street, Chicago, IL 60606 Cc,' Copyright GNA All Rights Reserved. A Professional Liability and Pollution Incident Liability Insurance CfAA Policy the Section of the Policy entitled CONDITIONS, the condition entitled The Insured's Rights and Duties in the Event of a Circumstance. C. Defendant Reimbursement If the Insurer requests the Insured's presence at a trial, hearing, deposition, mediation or arbitration, the Insurer will pay up to $500 a day per person, subject to a maximum amount of $15,000 per claim. D. ADA, FHA, and OSHA The Insurer will reimburse the Insured for legal fees and expenses up to $35,000 per policy year in responding to regulatory or administrative actions brought directly against the Insured by a government agency under the Americans with Disabilities Act of 1990 (ADA), the Fair Housing Act (FHA), or the Occupational Safety and Health Act (OSHA), provided that the regulatory or administrative actions: 1. are first commenced during the policy year; 2. arise out of the performance of professional services; and 3. are reported to the Insurer prior to any legal fees or expenses being incurred. After the Insurer has paid $35,000 under this provision, any additional amounts the Insurer agrees to pay will be treated as claim expenses and will be subject to the Insured's Deductible and be included in the Limit of Liability for the policy year in which the action was commenced. The Insurer will not be responsible for any fines or penalties. E. Disciplinary Proceedings The Insurer will reimburse the Insured up to $25,000 in the aggregate per policy year, regardless of the number of disciplinary proceedings, for attorney fees and other reasonable costs, expenses or fees incurred by the Insured with the Insurer's prior written consent in responding to a disciplinary proceeding commenced against the Insured during the policy year, provided that such disciplinary proceeding is reported to the Insurer during such policy year. F. Dodd -Frank Fees and Expenses The Insurer will reimburse the Insured for legal fees and expenses up to $50,000 per policy year in responding to regulatory or administrative actions brought directly against the Insured by a government agency under the Dodd -Frank Wall Street Reform and Consumer Protection Act of 2010 (Dodd -Frank), provided that the regulatory or administrative actions: 1. are first commenced during the policy year; 2. arise out of the performance of professional services; 3. do not arise out of services performed by the Insured as a "municipal advisor" as defined in Dodd -Frank; and 4. are reported to the Insurer prior to any legal fees or expenses being incurred. The Insurer will not be responsible for any fines or penalties. 111. DEFINITIONS Bodily injury means bodily injury, sickness, disease, mental anguish, or emotional distress sustained by a person, including death resulting from any of these at any time. Circumstance means an event reported to the Insurer during the policy term from which the Insured reasonably expects that a claim could be made. Claim means a demand for money or services, naming the Insured and alleging a wrongful act or pollution incident. Form No: CNA79034XX (09-2014) Policy No: EEH591931278 Policy Page 3 of 16 Policy Effective Date: 06/27/2019 Underwriting Company: Continental Casualty Company Policy Page: 6 of 24 151 North Franklin Street, Chicago, IL 60606 Oc opyrig tCNA All ig is eserve 7 Professional Liability and Pollution Incident Liability Insurance CNAPolicy Claim expenses means: 1. fees charged by an attorney designated or approved by the Insurer to represent the Insured; 2. all other fees, costs, and expenses resulting from the investigation, adjustment, defense, and appeal of a claim, if incurred by: a. the designated attorney, b. the Insurer, or c. the Insured, with the Insurer's prior written consent; and 3. premiums for bonds posted in connection with an appeal. However, the Insurer is not obligated to apply for or furnish any such bonds. Claim expenses do not include fees and expenses of independent adjusters or salaries of the Insurer's officials or employees, other than fees and expenses charged by the Insurer's employed attorneys who may be designated to represent the Insured with the Insured's prior consent. Covered location means a location owned, rented, or leased by the Named Insured, provided that such location is scheduled onto this Policy as a covered location by endorsement issued by the Insurer. Covered location does not include a location that has been sold, given away or abandoned by the Named Insured or that has been condemned. Crisis event means any: 1. wrongful act or pollution incident; 2. death, departure, or debilitating illness of a partner, officer, director or member of the Named Insured; 3. potential dissolution of the Named Insured for any reason other than bankruptcy; or 4. violent act, kidnapping, sexual assault, criminal firearm use or workplace accident resulting in negative local or national media coverage of the Named Insured; that the Named Insured reasonably believes will have a material adverse effect upon the Named Insured's reputation. Crisis event expenses means reasonable fees, costs and expenses incurred by the Named Insured for consulting services provided by a public relations firm to the Named Insured in response to a crisis event, but only for up to sixty (60) days following a crisis event. Design defect means a wrongful act, but does not include any actual or alleged negligence in the review of shop drawings and submittals, issuance of change orders, observation of construction or review of any contractors' requests for payment. Design defect circumstance means a circumstance arising out of a design defect for which the Insured has requested reimbursement of a rectification expense from the Insurer. Disciplinary proceeding means any pending matter, including an initial inquiry, before a state or federal licensing board or a peer review committee to investigate charges alleging a violation of any rule of professional conduct in the performance of professional services. Domestic partner means any person qualifying as such under any federal, state or local laws or under the Insured's employee benefit plans. Emergency response means an action taken by the Insured to rectify a design defect that prevents imminent bodily injury and/or material physical injury to or destruction of tangible property due to that design defect, which is otherwise insured under this Policy. Extended reporting period means the period of time after the end of the policy term for reporting claims to the Insurer that are made against the Insured during the applicable extended reporting period arising out of: Form No: CNA79034XX (09-2014) Policy No: EEH591931278 Policy Page 4 of 16 Policy Effective Date: 06/27/2019 Underwriting Company: Continental Casualty Company Policy Page: 7 of 24 151 North Franklin Street, Chicago, IL 60606 Copyright CNA All Rights Reserv6a. Professional Liability and Pollution Incident Liability Insurance Policy 1. a wrongful act that took place prior to the end of the policy term that is otherwise covered by this Policy; or 2. activities that took place prior to the end of the policy term that result in a pollution incident that is otherwise covered by this Policy. Fungi means any form of fungus including but not limited to yeast, mold, mildew, rust, smut or mushroom, and including any spores, mycotoxins, odors, or any other substances, products, or byproducts produced by, released by, or arising out of the current or past presence of fungi. Hostile fire means a fire that becomes uncontrollable or breaks out from where it was intended to be. Insured means the Named Insured, a newly acquired subsidiary and: 1. any past or present partner, officer, director, member, stockholder or employee of the Named Insured or newly acquired subsidiary or leased personnel under the direct supervision of the Named Insured or newly acquired subsidiary, but only while acting within the scope of their duties for the Named Insured or newly acquired subsidiary; 2. a retired partner, officer, director, member, stockholder or employee of the Named Insured or newly acquired subsidiary, but only for professional services or activities performed for or on behalf of, at the request of, and for the benefit of the Named Insured or newly acquired subsidiary. Insured does not include the estates, heirs, legal representatives, assigns, spouses, and any domestic partner of any natural person within the definition of Insured. However, coverage is afforded to such persons or entities under this Policy as provided in the Section of the Policy entitled CONDITIONS, the condition entitled Estates, Legal Representatives and Spouses. Insured client means a client for whom the Named Insured performs activities, but only if there is in place an insured client contract. Insured client contract means a written contract or agreement that is in effect between the Named Insured and a client under which the Named Insured assumes the tort liability of the client or owner of the project to pay compensatory damages to a third party for a pollution incident, but only to the extent that such pollution incident is caused by the Named Insured's activities, or the activities of any person or entity for whom the Named Insured is liable, and provided that such written contract or agreement is placed in effect prior to the pollution incident and: 1. incorporates an enforceable indemnity provision pertinent to the pollution incident; or 2. requires the client or the owner of the project to be made an additional insured under the Policy that insures the Named Insured against pollution incidents. For purposes of this definition only, "tort liability" means liability for a civil or private wrong imposed by law in the absence of any contract or agreement. Knowledge date means the date set forth on the Declarations as the Knowledge Date. Microbe means any non -fungal microorganism or non -fungal, colony -form organism that causes infection or disease. Microbe includes any spores, mycotoxins, odors, or any other substances, products, or byproducts produced by, released by, or arising out of current or past presence of microbes. But microbe does not mean microbes that were transmitted directly from person to person. Named Insured means the persons or entities identified on the Declarations as the Named Insured. Newly acquired subsidiary means any entity, newly formed or acquired by a Named Insured during the policy term, in which such Named Insured has more than a 50% legal or beneficial interest. However, no such entity will be deemed a newly acquired subsidiary beyond 90 days after the Named Insured acquires or forms it. For coverage to continue beyond the first 90 days, the following conditions apply: 1. within 90 days of such formation or acquisition, the Named Insured must provide the Insurer with full particulars of such newly acquired subsidiary; Form No: CNA79034XX (09-2014) Policy No: EEH591931278 Policy Page 5 of 16 Policy Effective Date: 06/27/2019 Underwriting Company: Continental Casualty Company Policy Page: 8 of 24 151 North Franklin Street, Chicago, IL 60606 Copyright CNA All Rights Reserved. Professional Liability and Pollution Incident Liability Insurance CMAPolicy 2. after receipt of such notice, the Insurer must agree to endorse this Policy to insure such newly acquired subsidiary; and 3. the Named Insured must pay the additional premium, if any, and agree to any amendment of the provisions of this Policy by reason of such formation or acquisition. Coverage exists for claims made against a newly acquired subsidiary only if, prior to the acquisition date or formation date, none of the Insured's officers, directors, principals, partners, or insurance managers of the Named Insured or such newly acquired subsidiary knew of any act, error, omission, or event that could reasonably be expected to become the basis of that claim. Non -owned disposal site means a location not owned, operated, leased or rented by the Insured that is used by the Named Insured for the treatment, storage or disposal of wastes or materials that are generated by activities performed by or on behalf of the Named Insured, provided that: 1. such location is permitted or licensed by the applicable authority to accept such wastes or materials as of the date such wastes or materials are treated, stored or disposed of at the location; and 2. such location is not listed on a proposed or final Federal National Priorities List or any equivalent National Priority List, Superfund or Hazardous Waste List prior to the treatment, storage or disposal of such wastes or materials at such location. Nuclear facility means the site where a nuclear reactor is located or where nuclear waste or material is disposed. Policy term means the period of time from the effective date and time of this Policy to the date and time of termination as shown on the Declarations, or its earlier cancellation date. Policy term does not include any extended reporting period. If the length of the policy term is the same as the policy year, the terms policy term and policy year are used interchangeably herein. Policy year means the period of one year following the effective date of the policy term or any subsequent one-year anniversary thereof. As permitted by individual state law, a policy year may be extended or reduced by endorsement or by termination of the Policy. Pollutants means any solid, liquid, gaseous, or thermal irritant or contaminant, including smoke, vapor, soot, fumes, acids, alkalis, chemicals, and waste. Waste includes materials to be recycled, reconditioned, or reclaimed. Pollutants does not mean heat, smoke, vapor, soot, or fumes from a hostile fire or explosion. Pollution incident means the actual or alleged: 1. discharge, dispersal, seepage, migration, release or escape of pollutants into or upon land, the atmosphere, or any watercourse or body of water; or 2. inhalation of, ingestion of, contact with, exposure to, existence of, growth or presence of fungi or microbes; which results in bodily injury or property damage. However, a pollution incident cannot arise from dishonest, fraudulent, malicious, or criminal conduct committed by the Insured or at the Insured's direction or with the Insured's prior knowledge. Professional services means those services that the Insured performs for others on behalf of a Named Insured in the Insured's practice as an architect, engineer, interior designer, land surveyor, LEED® green building program consultant, landscape architect, construction manager, scientist, or technical consultant. Property damage means the following: 1. physical injury to, damage to, or destruction of tangible property, electronic data, soil, surface water, groundwater, plants, or animals, including the resulting loss of use thereof; 2. clean-up costs incurred by a third party or mandated by any governmental entity; or 3. loss of use of tangible property that has not been physically injured or destroyed. Form No: CNA79034XX (09-2014) Policy No: EEH591931278 Policy Page 6 of 16 Policy Effective Date: 06/27/2019 Underwriting Company: Continental Casualty Company Policy Page: 9 of 24 151 North Franklin Street, Chicago, IL 60606 Copyright GNA All Rights Reserved. Professional Liability and Pollution Incident Liability Insurance CAfAPolicy Rectification expense means reasonable and necessary fees, costs and expenses incurred by the Named Insured for rectification of a design defect caused by professional services in any part of the construction works or engineering works for any project upon which the Insured is responsible for both design and construction. Related claims means all claims made against the Insured and reported to the Insurer during any policy year arising out of: 1. a single wrongful act or related wrongful acts that are logically or causally connected by any common fact, situation, event, transaction, advice, or decision; 2. a single design defect or related design defects that are logically or causally connected by any common fact, situation, event, transaction, advice, or decision; or 3. an activity or related activities that result in a single pollution incident or multiple pollution incidents that are logically or causally connected by any common fact, situation, event, transaction, advice, or decision. Technology based services means professional services that utilize electronic information technology, including custom software development, modification or integration; provided, however, that such technology based services are provided solely to a specific client of the Named Insured. Totally and permanently disabled means that the Insured is so disabled as to be wholly prevented from rendering professional services, provided that such disability: 1. has existed continuously for not less than six (6) months; and 2. is reasonably expected to be continuous and permanent. Wrongful act means an error, omission, or other act that causes liability in the performance of professional services for others by the Insured or by any person or entity, including joint ventures, for whom the Insured is liable. A wrongful act cannot arise from dishonest, fraudulent, malicious, or criminal conduct committed by the Insured or at the Insured's direction or with the Insured's prior knowledge. IV. EXCLUSIONS The Insurer will not defend or pay under this Policy for any claim: A. Claims by Insureds brought by the Insured or on the Insured's behalf against another Insured covered by this Policy; B. Contractual Liability arising out of: 1. the Insured's actual or alleged liability under any oral or written contractor agreement, including but not limited to express warranties or guarantees; or 2. any actual or alleged liability of others that the Insured assumes under any oral or written contract or agreement. However, this exclusion shall not apply to the Insured's liability that exists in the absence of such contract or agreement. In a foreign jurisdiction where the Insured's liability to a client is predicated only on contractual liability, subparagraph 1. of this exclusion does not apply except to the extent that the Insured has agreed to pay consequential or liquidated damages. This exclusion does not apply to liability assumed by the Insured in an insured client contract; C. Faulty Workmanship Form No: CNA79034XX (09-2014) Policy No: EEH591931278 Policy Page 7 of 16 Policy Effective Date: 06/27/2019 Underwriting Company: Continental Casualty Company Policy Page: 10 of 24 151 North Franklin Street, Chicago, IL 60606 Copyright CNA All Rights Reserved. Professional Liability and Pollution Incident Liability Insurance _NA Policy arising out of any actual or alleged cost to repair or replace faulty workmanship the Insured performs on any construction, erection, fabrication, installation, assembly, manufacture or remediation, including any materials, parts, or equipment furnished in connection therewith; D. Liquidated Damages for liquidated damages in excess of the Insured's liability caused by a wrongful act or a pollution incident; for fines and penalties imposed on the Insured; or for the failure or refusal of a client to pay money due the Insured; or for return of fees paid to the Insured; E. Nuclear arising out of any actual or alleged nuclear reaction, radiation, or contamination, under any circumstances and regardless of cause, within or originating from a nuclear facility; F. Owned Entity made against the Insured by any entity: 1. which is operated, managed, or controlled by the Insured; 2. in which the Insured has an ownership interest in excess of 49%; or 3. which wholly or partly owns, operates, or manages the Insured; G. Owned, Leased or Rented Property arising out of any actual or alleged: 1. ownership, rental or leasing of any real or personal property including damage to property at any time owned by or rented or leased by or to the Insured or by any person or entity for whom the Insured is legally liable; or 2. pollution incident at, onto or from any real or personal property owned, leased or rented by the Insured or by any person or entity for whom the Insured is legally liable; however, this exclusion shall not apply to: a. temporary storage of equipment or material at any staging or storage area that is associated with the Insured's activities; or b. pollution incidents at, onto or from a covered location of a Named Insured; H. Prior Notice arising out of any actual or alleged: 1. wrongful act, pollution incident or any matter, fact, situation, transaction, or event, for which notice was given by the Insured under any professional liability or pollution insurance coverage prior to the effective date of this Policy; or 2. other wrongful act or pollution incident whenever occurring, which is logically or causally connected by any common fact, situation, transaction, or event to the wrongful act or pollution incident specified in paragraph 1. of this exclusion; I. Sale or Distribution of Goods arising out of any actual or alleged sale or distribution of goods or products by the Insured, or by others under license from the Insured. This exclusion does not apply to furniture, furnishings or equipment created or modified specifically for a client in connection with the Insured's professional services for that client or to software created or modified specifically for a client in connection with technology based services for that client; J. Transportation Form No: CNA79034XX (09-2014) Policy No: EEH591931278 Policy Page 8 of 16 Policy Effective Date: 06/27/2019 Underwriting Company: Continental Casualty Company Policy Page: 11 of 24 151 North Franklin Street, Chicago, IL 60606 Copyright GNA All Rights Reserved. Professional Liability and Pollution Incident Liability Insurance CNA Policy arising out of any actual or alleged ownership, entrustment, maintenance, use, operation, loading or unloading of any automobile, aircraft, watercraft or rolling stock. However this exclusion shall not apply to a pollution incident arising out of the ownership, entrustment, maintenance, use, operation, loading or unloading of any automobile, aircraft, watercraft or rolling stock or arising from wastes or materials transported by or on behalf of the Named Insured: 1. by an automobile, aircraft, watercraft or rolling stock during the course of activities; or 2. to a non -owned disposal site; K. Unlawful Discrimination arising out of any actual or alleged unlawful discrimination by the Insured against the Insured's personnel or employment applicants or any obligation the Insured has under any employment, workers' compensation, employers' liability, unemployment compensation, disability benefits, or other similar law. V. LIMITS OF LIABILITY/DEDUCTIBLE A. Limits of Liability 1. Subject to paragraph 2. below, the Limit of Liability shown on the Declarations as the each claim Limit of Liability is the maximum the Insurer will pay for each claim first made against the Insured and reported to the Insurer during the policy year. 2. The Limit of Liability shown on the Declarations as the aggregate Limit of Liability per policy year is the maximum the Insurer will pay for all claims first made against the Insured and reported to the Insurer during the policy year. 3. Subject to paragraph 4. below, the each design defect circumstance Limit of Liability shown on the Declarations is the maximum the Insurer will pay as reimbursement expense for each design defect circumstance reported by the Insured in accordance with the Section of the Policy entitled COVERAGE, the subsection entitled SUPPLEMENTAL INSURING AGREEMENT — RECTIFICATION EXPENSE. This limit is a sublimit of liability, which further reduces and in no way increases the applicable each claim and aggregate limits shown on the Declarations. 4. The aggregate design defect circumstance Limit of Liability per policy year shown on the Declarations is the maximum the Insurer will pay as reimbursement expense for all design defect circumstances reported by the Insured in accordance with the Section of the Policy entitled COVERAGE, the subsection entitled SUPPLEMENTAL INSURING AGREEMENT — RECTIFICATION EXPENSE. This limit is a sublimit of liability, which further reduces and in no way increases the applicable aggregate limit shown on the Declarations. 5. All Limits of Liability set forth above apply on a policy year basis and are excess over any Deductible amount. The policy year Limits of Liability may not be aggregated or transferred, in whole or in part, so as to provide any additional coverage with respect to claims first made or deemed made, or any design defect circumstance reported by the Insured, during any other policy year. If the Limits of Liability as specified above for any policy year are exhausted, the Insurer's obligation for that policy year shall be deemed completely fulfilled and extinguished. 6. All related claims, whenever made, shall be considered a single claim first made and reported to the Insurer within the policy year in which the earliest of the related claims was first made and reported to the Insurer. 7. Claim expenses are subject to and included within the applicable Limit of Liability. B. Deductible The Insured's obligation to pay up to the per claim Deductible amount shown on the Declarations and the aggregate Deductible per policy year shown on the Declarations, if any, including but not limited to claim expenses, shall apply to all Insuring Agreements and Supplemental Insuring Agreements under the Section of the Policy entitled COVERAGE. Form No: CNA79034XX (09-2014) Policy No: EEH591931278 Policy Page 9 of 16 Policy. Effective Date: 06/27/2019 Underwriting Company: Continental Casualty Company Policy Page: 12 of 24 151 North Franklin Street, Chicago, IL 60606 opyng t GNA All Rights Reserved. Professional Liability and Pollution Incident Liability Insurance CNAPolicy C. Reimbursement to the Insurer If the Insurer has paid any amounts in excess of the applicable Limit of Liability, or within the amount of the Insured's Deductible, the Insured shall be liable to the Insurer for all such amounts, and, upon demand, shall pay such amounts to the Insurer. D. More Than One Insured Neither the applicable Limit of Liability nor the Insured's Deductible shall be increased because more than one Insured is included in a claim. E. Risk Mitigation Incentives The Insured may be eligible for a Risk Mitigation Credit or an Early Resolution Credit for each claim. In no way shall this section be construed to afford more than one such Risk Mitigation Incentive per claim. 1. Risk Mitigation Credit The Insurer will reduce the Insured's Deductible obligation for a claim by 50%, up to $25,000, if, within sixty (60) days of the date of the Insurer's request, the Insured provides the Insurer with a copy of the written agreement that was executed by the Insured and the Insured's client prior to the Insured's performance of the agreed -to professional services giving rise to such claim and the Insured demonstrates, to the Insurer's reasonable satisfaction, the existence of any three (3) of the following six (6) conditions: a. The Insured's written agreement with the Insured's client specified payment terms, including a schedule of when payments were to be paid to the Insured, which the Insured consistently followed and enforced, or documented the Insured's attempt to do so. b. Prior to the performance of the agreed -to professional services giving rise to the claim, the Insured executed a separate written agreement and obtained certificates of insurance evidencing both Professional Liability and General Liability insurance with each architect, engineer, landscape architect, land surveyor, contractor, or construction manager the Insured engaged or who engaged the Insured. c. The Insured engaged with the Insured's client in a structured, contemporaneously documented, pre -project planning process that produced a project definition document or package that substantially addressed the following project parameters (only "i" through "iii" are required to satisfy this condition for study- and report -only contracts): i. project objectives (e.g., business, economic, aesthetic, other); ii. project constraints (e.g., budget, schedule, regulatory, other); iii. the bases for the design/investigation (e.g., site data/requirements, utilities data/requirements,facility programming/requirements, equipment/technology requirements, alternatives to be considered); iv. project execution approach (e.g. staging, procurement strategy, delivery method, other); and v. project monitoring and control procedures (e.g. quality, cost, schedule, other). d. Prior to delivery to the Insured's client of the instruments or deliverables of the Insured's professional services, a documented, independent peer review was completed, internally or externally, by a qualified professional to assess the likelihood that such instruments or deliverables would satisfy the Insured's client's objectives and would be in conformance with good professional practice. e. The Insured engaged with representatives of the project owner, entities responsible for construction, and any other project stakeholders the Insured deemed appropriate in a structured, contemporaneously documented constructability review process that provided for the timely integration of construction input into project planning, design, and field operations. Form No: CNA79034XX (09-2014) Policy No: EEH591931278 Policy Page 10 of 16 Policy Effective Date: 06/27/2019 Underwriting Company: Continental Casualty Company Policy Page: 13 of 24 151 North Franklin Street, Chicago, IL 60606 0 Copyright CNA All Rights Reserved. Professional Liability and Pollution Incident Liability Insurance CNAPolicy f. The Insured maintained a contemporaneously documented construction phase submittal log indicating the as -planned and actual dates the Insured received and responded to every submittal and the action taken. 2. Early Resolution Credit If negotiation or mediation of a claim results in a resolution of such claim within one hundred and eighty (180) days of the time it was reported to the Insurer in accordance with the Section of the Policy entitled CONDITIONS, the condition entitled The Insured's Duties if There is a Claim, and such resolution includes an indemnity payment by the Insurer, the Deductible applicable to such claim will be reduced by 50%, up to $10,000. VI. CONDITIONS A. The Insured's Rights and Duties as the First Named Insured on the Policy Declarations The first Named Insured, on behalf of all Insureds, will be: 1. authorized to make changes in the terms of this Policy with the Insurer's written consent; 2. authorized to receive any amounts the Insurer refunds; and 3. responsible for: a. the payment of all premiums and Deductible obligations due the Insurer; b. keeping records of the information the Insurer needs for premium computation, and sending the Insurer copies as it may request; and c. notifying the Insurer of any cancellation or non -renewal. B. The Insured's Duties if There is a Claim If there is a claim, the Insured must do the following: 1. promptly notify the Insurer in writing. This notice must be given to the Insurer within the policy year in which the claim is made or within sixty (60) days after its expiration or termination. All claims reported during any extended reporting period shall be considered as having been made during the last policy year this Policy was in effect. If the claim is made during any applicable extended reporting period, then notice must be given to the Insurer within such extended reporting period. Notice of a claim must be sent to the attention of either of the following: a. CNA —Claim Reporting P.O. Box 8317 Chicago, IL 60680-8317 fax: 866-773-7504 email: SpecialtyProNewLoss@cna.com b. Attn: AE Claims Victor O. Schinnerer & Company, Inc. AE Professional Liability Claims Two Wisconsin Circle, Suite 1100 Chevy Chase, Maryland 20815 fax: 301-951-5444 email: aeclaims@schinnerer.com; 2. specify the names and addresses of the persons making a claim against the Insured and provide the Form No: CNA79034XX (09-2014) Policy No: EEH591931278 Policy Page 11 of 16 Policy Effective Date: 06/27/2019 Underwriting Company: Continental Casualty Company Policy Page: 14 of 24 151 North Franklin Street, Chicago, IL 60606 Copyright CNA All Rights Reserved. Professional Liability and Pollution Incident Liability Insurance CMAPolicy Insurer with information on the time, place and nature of the claim; 3. immediately forward to the Insurer all documents that the Insured receives in connection with the claim; 4. fully cooperate with the Insurer or the Insurer's designee in the defense of a claim, including but not limited to assisting the Insurer in: the conduct of suits or other proceedings, settlement negotiations, and the enforcement of any right of contribution or indemnity against another who may be liable to the Insured. The Insured shall attend hearings and trials and assist in securing evidence and obtaining the attendance of witnesses; 5. refuse, except solely at the Insured's own cost, to voluntarily make any payment, admit liability, assume any obligation, or incur any expense, without the Insurer's prior written approval; and 6. pay the Deductible amount when due. After the Insured reports a circumstance or a claim is made and the Insured has the right under any contract to either reject or demand arbitration or other alternative dispute resolution process, the Insured shall only do so with the Insurer's prior written consent. C. The Insured's Rights and Duties in the Event of a Circumstance If the Insured reports a circumstance for which there may be coverage under this Policy, and the Insured gives the Insurer written notice containing as much detail as the Insurer can reasonably provide regarding: 1. what happened and the professional services or activities the Insured performed; 2. the nature of any possible injury or damages; and 3. how and when the Insured first became aware of such circumstance; then any claim or related claims that subsequently may be made against the Insured arising out of such circumstance shall be deemed to have been made on the date the Insurer received written notice of the circumstance. The Insured will cooperate with the Insurer in addressing the circumstance, and refuse, except solely at the Insured's own cost, to voluntarily make any payment, admit liability, assume any obligation, or incur any expense without the Insurer's prior written approval. D. Subrogation If any Insured has rights to recover amounts from another, those rights are transferred to the Insurer to the extent of the Insurer's payment. The Insured must do everything necessary to secure these rights and must do nothing after a claim is made to jeopardize them. The Insurer hereby waives subrogation rights against the Insured's client to the extent that the Insured had a written agreement to waive such rights prior to a claim or circumstance. E. Premium All premium charges under this Policy will be computed according to the rules, rates and rating plans that apply at the effective date of the current policy term. F. Examination and Audit The Insured agrees to allow the Insurer to examine and audit the Insured's financial books and records that relate to this insurance. The Insurer may do this at any time during the policy term or any extensions, and up to three years after the end of the policy term. G. Legal Action Limitation 1. The Insured agrees not to bring any legal action against the Insurer concerning this Policy unless the Insured has fully complied with all the provisions of this Policy. Form No: CNA79034XX (09-2014) Policy No: EEH591931278 Policy Page 12 of 16 Policy Effective Date: 06/27/2019 Underwriting Company: Continental Casualty Company Policy Page: 15 of 24 151 North Franklin Street, Chicago, IL 60606 Copyright Rights Reserved. Professional Liability and Pollution Incident Liability Insurance CNA Policy 2. If, after the final adjudication or settlement of a claim, there is any dispute concerning tort allegations against the Insurer regarding the handling or settlement of any claim, the Insured and the Insurer agree to submit such dispute to any form of alternative dispute resolution acceptable to both parties. Should the Insured and the Insurer be unable to agree on the form of alternative dispute resolution, then such dispute shall be submitted to binding arbitration administered by the American Arbitration Association under its Commercial Arbitration Rules, and judgment on the award rendered by the arbitrators may be entered in any court having jurisdiction thereof. H. Changes to Policy None of the provisions of this Policy will be waived, changed, or modified except by written endorsement to this Policy. I. Transfer of Interest For a transfer of interest or an assignment of this Policy to be effective, the first Named Insured must obtain the Insurer's written consent. J. Other Insurance If there is other collectible insurance, including but not limited to project specific insurance, that applies to a claim covered by this Policy, the other insurance must pay first, and this Policy is excess over the other insurance. This Policy applies to the amount of the claim that exceeds the available Limit of Liability and any Deductibles or retention amounts of the other insurance. Provided, however, that for liability assumed by the Named Insured in an insured client contract, this insurance is primary. K. Cancellation/Non-Renewal The Insured's and the Insurer's rights are stated below and in the attached State Provisions endorsement. The Insurer will make the premium adjustment at the time that cancellation is effective, or as soon as practicable after that time. Premium return will be computed pro rata if the Insurer cancels or if the Insured cancels at the end of a policy year. But if the Insured cancels at any other time, only 90% of the prorated premium will be returned. L. Severability/Innocent Parties Any Insured who did not commit, participate in, or have prior knowledge of dishonest, fraudulent, malicious, or criminal conduct, or who did not fail to comply with the Section of the Policy entitled CONDITIONS, the condition entitled The Insured's Duties if There is a Claim, paragraph 1., shall have the coverage otherwise provided by this Policy. M. Estates, Legal Representatives, and Spouses Coverage is afforded under this Policy to the estates, heirs, legal representatives, assigns, spouses, and any domestic partner of any natural person within the definition of Insured, but only for a claim arising solely out of their status as such. In the case of a spouse or domestic partner, coverage is also afforded under this Policy where such claim seeks damages from marital community property, jointly held property, or property transferred from any natural person designated in the definition of Insured to their spouse or domestic partner. No coverage is provided for any act, error, or omission of an estate, heir, legal representative, assign, spouse or domestic partner. All terms and conditions of this Policy, including without limitation the Deductible applicable to any claim, shall also apply to any claim made against such estates, heirs, legal representatives, assigns, spouses, and domestic partners. N. Extended Reporting Periods 1. Automatic extended reporting period If this Policy is canceled or non -renewed either by the Insurer or by the first Named Insured and the first Named Insured has not obtained similar coverage, the Insurer will provide an automatic, Form No: CNA79034XX (09-2014) Policy No: EEH591931278 Policy Page 13 of 16 Policy Effective Date: 06/27/2019 Underwriting Company: Continental Casualty Company Policy Page: 16 of 24 151 North Franklin Street, Chicago, IL 60606 Copyright CNA All Rights Reserved. Professional Liability and Pollution Incident Liability Insurance CNA Policy non -cancelable extended reporting period starting at the termination of the policy term. This automatic extended reporting period will terminate after sixty (60) days. 2. Optional extended reporting period a. If this Policy is canceled or non -renewed either by the Insurer or by the first Named Insured, then the first Named Insured shall have the right to purchase a non -cancelable optional extended reporting period. If purchased, the first sixty (60) days of the optional extended reporting period run concurrently with the sixty (60) days of the automatic extended reporting period. b. The additional premium for the optional extended reporting period shall be fully earned at inception and based upon the rates for such coverage in effect at the beginning of the policy term and shall be for one (1) year at 100% of the policy term premium divided by the total number of policy years in the policy term; three (3) years at 190% of the policy term premium divided by the total number of policy years in the policy term; and five (5) years at 250% of the policy term premium divided by the total number of policy years in the policy term. c. The first Named Insured must provide the Insurer with written notice of its election to purchase the optional extended reporting period and pay the full payment for such period within sixty (60) days after the end of the policy term. 3. Death or disability extended reporting period a. If an Insured dies or becomes totally and permanently disabled during the policy term, then, upon the latter of the expiration of: the policy term; any renewal or successive renewal of this Policy; or any automatic or optional extended reporting period, such Insured shall be provided with a death or disability extended reporting period, as provided below. i. In the event of death, such Insured's estate, heirs, executors or administrators must, within sixty (60) days of the expiration of the policy term, provide the Insurer with written proof of the date of death. This extended reporting period is provided to such Insured's estate, heirs, executors and administrators. ii. If such Insured becomes totally and permanently disabled, such Insured or such Insured's legal guardian must, within sixty (60) days of the expiration of the policy term, provide the Insurer with written proof that such Insured is totally and permanently disabled, including the date the disability commenced, certified by such Insured's physician. The Insurer retains the right to contest the certification made by such Insured's physician, and it is a condition precedent to this coverage that such Insured agrees to submit to medical examinations by any physician designated by the Insurer at the Insurer's expense. This extended reporting period is provided until such Insured shall no longer be totally or permanently disabled or until such Insured's death, in which case subparagraph i. hereof shall apply. b. No additional premium will be charged for any death or disability extended reporting period. 4. Non -practicing extended reporting period a. If, during the policy term, an Insured retires from, or otherwise voluntarily ceases, permanently and totally, such Insured's practice as an architect, engineer or any other profession specifically listed in the definition of professional services, and has been continuously insured by the Insurer for at least ten (10) consecutive years, then such Insured shall have the right to purchase a non -practicing extended reporting period commencing upon the latter of the expiration of: the policy term; any renewal or successive renewal of this Policy; or any automatic or optional extended reporting period. b. The additional premium for the non -practicing extended reporting period shall be fully earned at inception and based upon the rates for such coverage in effect at the beginning of the policy term and shall be for ten (10) years at 250% of the policy term premium divided by the total Form No: CNA79034XX (09-2014) Policy No: EEH591931278 Policy Page 14 of 16 Policy Effective Date: 06/27/2019 Underwriting Company: Continental Casualty Company Policy Page: 17 of 24 151 North Franklin Street, Chicago, IL 60606 Copyright UNA All Rights Reserved. Professional Liability and Pollution Incident Liability Insurance CNA Policy number of policy years in the policy term. c. The Insured must provide the Insurer with written notice of such Insured's election to purchase the non -practicing extended reporting period and pay the full premium for such period within sixty (60) days after such Insured's date of retirement or sixty (60) days after the end of the policy term, whichever is earlier. As used herein, the Insured's "practice as an architect, engineer or any other profession specifically listed in the definition of professional services" means such Insured's practice of any such profession for a fee, whether as a sole practitioner or as a partner, officer, director, member, stockholder or employee. The Insured's "practice as an architect, engineer or any other profession specifically listed in the definition of professional services" does not include any pro bono services performed by the Insured. 5. Extended reporting periods limits of liability a. Automatic and optional extended reporting periods limits of liability The Insurer's liability for all claims reported during any automatic and optional extended reporting periods shall be part of and not in addition to the remaining Limits of Liability for the final policy year. b. Separate death or disability and non -practicing extended reporting period limits of liability i. Limit of Liability - each claim Subject to paragraph ii. below, the Insurer's limit of liability for each claim first made against the Insured, and reported to the Insurer during the death or disability extended reporting period or non -practicing extended reporting period, shall not exceed the amount shown on the Declarations as the each claim death or disability and non -practicing extended reporting period limit of liability. ii. Limit of Liability - in the aggregate The Insurer's limit of liability for all claims first made against the Insured, and reported to the Insurer during the death or disability extended reporting period or non -practicing extended reporting period, shall not exceed the amount shown on the Declarations as the aggregate death or disability and non -practicing extended reporting period limit of liability. 6. Elimination of right to an extended reporting period There is no right to any extended reporting period if the Insurer cancels or refuses to renew this Policy due to: a. non-payment of amounts due the Insurer; or b. non-compliance by the Insured with any of the terms and conditions of this Policy; or c. any misrepresentation or omission in the application for this Policy. 7. Extended reporting period limitations No extended reporting period shall apply to: a. any claim or proceedings pending at the inception date of such extended reporting period; b. any paid claim; or c. claims that are covered under any subsequent insurance purchased by the Insured, or that would be covered but for exhaustion of the Limits of Liability applicable to such claims. 8. Extended reporting period not a new policy Form No: CNA79034XX (09-2014) Policy No: EEH591931278 Policy Page 15 of 16 Policy Effective Date: 06/27/2019 Underwriting Company: Continental Casualty Company Policy Page: 18 of 24 151 North Franklin Street, Chicago, IL 60606 Copyright CNA All Rights Reserved. Professional Liability and Pollution Incident Liability Insurance CNAPolicy It is understood and agreed that the extended reporting period shall not be construed to be a new policy and any claim submitted during such period shall otherwise be governed by this Policy. O. Liberalization If the Insurer adopts any revision to this form during the policy term that would broaden coverage without additional premium, the broadened coverage will apply to this Policy at the inception date of the next policy year, but it will not apply to claims that were first made against the Insured prior to the effective date of such revision. P. Economic and Trade Sanctions This Policy does not provide coverage for any Insured, any transactions, or any part of a claim if uninsurable under the laws or regulations of the United States concerning trade or economic sanctions. Q. Headings The descriptions in the headings of this Policy are solely for convenience, and form no part of the terms and conditions of coverage. IN WITNESS WHEREOF, the Insurer has caused this Policy to be signed by its Chairman and Secretary at Chicago, Illinois, but the same shall not be binding upon the Insurer unless signed by its duly authorized representative. Form No: CNA79034XX (09-2014) Policy No: EEH591931278 Policy Page 16 of 16 Policy Effective Date: 06/27/2019 Underwriting Company: Continental Casualty Company Policy Page: 19 of 24 151 North Franklin Street, Chicago, IL 60606 Copyright CNA All Rights Reserved. Professional Liability and Pollution Incident Liability Insurance CNAPolicy Endorsement Wherever used in this endorsement: 1) "Named Insured" means the first person or entity named on the Declarations page; 2) "policy period" means policy term; and 3) "Insured(s)" means all persons or entities afforded coverage under the policy. Any cancellation, non -renewal or termination provision(s) in the policy are deleted in their entirety and replaced with the following: CANCELLATION AND NON -RENEWAL I. CANCELLATION A. The Named Insured may cancel the policy at any time. To do so, the Named Insured must: 1. return the policy to the Insurer or any of its authorized representatives indicating the effective date of cancellation; or 2. provide a written notice by mail fax or e-mail to the Insurer or any of its authorized representative stating when the cancellation is to be effective; 3. provide verbal notice to the Insurer or any of its authorized representative indicating when the cancellation is to be effective. The Insurer will promptly cancel the policy upon notice of cancellation from the Named Insured the date the Notice is received or the date the Named Insured requests cancellation. B. The Insurer may cancel the policy by mailing or delivering to the Named Insured written notice of cancellation, including the actual reason for the cancellation, at the last mailing address known to the Insurer, at least: 1. ten (10) days before the effective date of cancellation if the insurer cancels for nonpayment of premium; or 2. forty-five (45) days before the effective date of cancellation if the Insurer cancels for any other reason. C. Like notice of cancellation will also be mailed to any mortgage holder, pledge or other person shown in the policy with an interest in any loss which may occur thereunder, at their last mailing address known to the Insurer. D. Notice of cancellation will state the effective date of cancellation. The policy period will end on that date. If notice is mailed, proof of mailing will be sufficient proof of notice. E. If this policy is canceled, the Insurer will send the Named Insured any premium refund due. If the Insurer cancels, the refund will be pro rata. If the Named Insured cancels, the refund will be on a short rate basis. The cancellation will be effective even if the Insurer has not made or not offered a refund. II. NON -RENEWAL A. The Insurer can non -renew the policy by giving written notice to the Named Insured, at the last mailing address known, at least forty-five (45) days before the expiration date. If notice is mailed, proof of mailing will be sufficient proof of notice. B. The notice of non -renewal will state the actual reason for non -renewal. The Insurer will also mail written notice of non -renewal to any mortgage holder or other person shown in the policy with an interest in any loss which may occur thereunder, at their last mailing address known to the Insurer. III. OTHER PROVISIONS Form No: CNA79168WA (09-2014) Policy No: EEH591931278 Endorsement Effective Date: 06/27/2019 Policy Effective Date: 06/27/2019 Endorsement No: 1 ; Page 1 of 2 Policy Page: 20 of 24 Underwriting Company: Continental Casualty Company 151 North Franklin Street, Chicago, IL 60606 Copyright Rights Reserved. Professional Liability and Pollution Incident Liability Insurance CMAPolicy Endorsement The Insurer will mail notice of any change in rates or coverage to the Named Insured at least twenty (20) days prior to the expiration date of the policy. All other terms and conditions of the policy remain unchanged. This endorsement, which forms a part of and is for attachment to the policy issued by the designated Insurers, takes effect on the Policy Effective date of said policy at the hour stated in said policy, unless another effective date (the Endorsement Effective Date) is shown below, and expires concurrently with said policy. Form No: CNA79168WA (09-2014) Policy No: EEH591931278 Endorsement Effective Date: 06/27/2019 Policy Effective Date: 06/27/2019 Endorsement No: 1 ; Page 2 of 2 Policy Page: 21 of 24 Underwriting Company: Continental Casualty Company 151 North Franklin Street, Chicago, IL 60606 c Copyright (-;NA All Rights Reserved. Professional Liability and Pollution Incident Liability Insurance CNA Policy Endorsement AMENDATORY ENDORSEMENT - WASHINGTON It is understood and agreed that the Policy is amended as follows: I. The Section entitled COVERAGE, subsection B. entitled SUPPLEMENTAL INSURING AGREEMENT— RECTIFICATION EXPENSE, the last paragraph of item 6. is deleted in its entirety and replaced with the following: In the event that the Insurer and the Named Insured do not agree that the Insured's proposed rectification expense is reasonable, then the Insured and the Insurer may agree to submit such dispute to any form of alternative dispute resolution acceptable to both parties. Should the Named Insured and the Insurer be unable to agree on the form of alternative dispute resolution, then such dispute, if both parties agree by mutral consent, may be submitted to binding arbitration administered by the American Arbitration Association under its Construction Arbitration Rules, and judgment on the award rendered by the arbitrators may be entered in any court having jurisdiction thereof. II. The Section entitled CONDITIONS is amended as follows: The Condition entitled Legal Action Limitation, paragraph 2. only, is deleted in its entirety and replaced by the following: 2. If, after the final adjudication or settlement of a claim, there is any dispute concerning tort allegations against the Insurer regarding the handling or settlement of any claim, the Insured and the Insurer may agree to submit such dispute to any form of alternative dispute resolution acceptable to both parties. Should the Insured and the Insurer be unable to agree on the form of alternative dispute resolution, then such dispute, if both parties agree by mutral consent, may be submitted to binding arbitration administered by the American Arbitration Association under its Commercial Arbitration Rules, and judgment on the award rendered by the arbitrators may be entered in any court having jurisdiction thereof. All other terms and conditions of the policy remain unchanged. This endorsement, which forms a part of and is for attachment to the policy issued by the designated Insurers, takes effect on the Policy Effective date of said policy at the hour stated in said policy, unless another effective date (the Endorsement Effective Date) is shown below, and expires concurrently with said policy. Form No: CNA79169WA (02-2015) Policy No: EEH591931278 Endorsement Effective Date: 06/27/2019 Policy Effective Date: 06/27/2019 Endorsement No: 2 ; Page 1 of 1 Policy Page: 22 of 24 Underwriting Company: Continental Casualty Company 151 North Franklin Street, Chicago, IL 60606 c Uopyright UNA All Riqhts Reserved. Professional Liability and Pollution Incident Liability Insurance CNA Policy Endorsement DEDUCI It is understood and agreed that the Section of the Policy entitled LIMITS OF LIABILITY/DEDUCTIBLE, the subsection entitled Deductible, is deleted in its entirety and replaced by the following: Deductible The Insured's obligation to pay up to the per claim Deductible amount shown on the Declarations and the aggregate Deductible per policy year shown on the Declarations, if any, including but not limited to claim expenses, shall apply to all Insuring Agreements and Supplemental Insuring Agreements under the Section of the Policy entitled COVERAGE; provided, however, such Deductibles do not apply to claim expenses. All other terms and conditions of the policy remain unchanged. This endorsement, which forms a part of and is for attachment to the policy issued by the designated Insurers, takes effect on the Policy Effective date of said policy at the hour stated in said policy, unless another effective date (the Endorsement Effective Date) is shown below, and expires concurrently with said policy. Form No: CNA79107XX (09-2014) Policy No: EEH591931278 Endorsement Effective Date: 06/27/2019 Policy Effective Date: 06/27/2019 Endorsement No: 3 ; Page 1 of 1 Policy Page: 23 of 24 Underwriting Company: Continental Casualty Company 151 North Franklin Street, Chicago, IL 60606 Copyright Rights Reserved. Professional Liability and Pollution Incident Liability Insurance CNA Policy Endorsement It is understood and agreed that the Policy is amended as follows: 1. The Insurer will not cancel, but will renew the Policy upon expiration of the policy year on terms and conditions at least equal to those of the expiring policy year with limits equal to or greater than the limits of the expiring policy year, unless: A. there are material changes in applicable reinsurance agreements; or B. the Insurer deems it necessary or advisable to exclude or otherwise limit coverage for any claims: arising out of bodily injury which would not have occurred, in whole or in part, but for: 1. the actual, alleged, or threatened inhalation of, ingestion of, contact with, exposure to, existence of, growth, or presence of; or 2. the actual or alleged failure to detect, report, test for, monitor, clean-up, remove, contain, dispose of, treat, detoxify, neutralize, or in any way respond to, assess the effects of, or advise of the existence of; any fungi or microbe; and the exclusion or limitation of such coverage is approved by the insurance department or regulatory authority of the Insured's state. II. In the event coverage for claims as described above is excluded or otherwise limited and the insurance department or regulatory authority in the Insured's state approves such action, the Insurer will not cancel, but will renew the Policy on the condition that the Policy is amended to reflect such action. III. Nothing contained herein shall serve to extend the policy term as set forth in the Item on the Declarations entitled POLICY TERM. All other terms and conditions of the policy remain unchanged. This endorsement, which forms a part of and is for attachment to the -policy issued by the designated Insurers, takes effect on the Policy Effective date of said policy at the hour stated in said policy, unless another effective date (the Endorsement Effective Date) is shown below, and expires concurrently with said policy. Form No: CNA79142XX (09-2014) Policy No: EEH591931278 Endorsement Effective Date: 06/27/2019 Policy Effective Date: 06/27/2019 Endorsement No: 4 ; Page 1 of 1 Policy Page: 24 of 24 Underwriting Company: Continental Casualty Company 151 North Franklin Street, Chicago, IL 60606 Gopyright UNA All Rights Reserved.