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02 09 2021 Yelm City Council Agenda PacketJ 4 �rf4M+� of EST. 1924 WASHINGTON "Pride of the Prairie" CITY COUNCIL AGENDA February 9, 2021 Please register for the February 9, 2021 Yelm City Council meeting on February 9, 2021, 6:00 PM PDT at: onn,,u ,^. /vu, ,1 ,iilri IC./Ir..gii,^. V.,SIC./k 1. CALL TO ORDER/ROLL CALL 2. AGENDA APPROVAL 3. SPECIAL PRESENTATIONS a) Community Garden Update - Nora White, Thurston Conservation District Education & Outreach Specialist 4. PUBLIC COMMENT *Complete a blue speaker's card 5. CONSENT AGENDA a) January 26 & February 2, 2021 Minutes 6. NEW BUSINESS a) PSA for 2019 Water Main Improvement - Construction Management Services Recommendation: Authorize Mayor J.W. Foster to sign a Professional Services Agreement (PSA) with Parametrix, Inc. in the not to exceed amount of $162,935.00 for engineering design and construction management services for the 2019 Water Main Improvements project. 7. OLD BUSINESS a) None Scheduled H. UPDATES a) Departments — Michael Grayum, City Administrator b) Councilmembers 106 2°d ST SE • Yelm, WA 98597 • 360.458.3244 • www.yelmwa.gov The City of Yelm is an equal opportunity employer and provider c) Mayor JW Foster J. EXECUTIVE SESSION a) None Scheduled 10. ADJOURN Page 2 of 3 MEETING INFORMATION All regular Ye lm City Council meetings are recorded. Meetings can be viewed atwwW,yelrnwta.L;rav or a copy may be purchased by contacting the City Clerk's office at 360.458.8402. It is the City of Yelm's policy to provide reasonable accommodations for people with disabilities. If you require reasonable accommodations to participate at a City Council meeting, please contact the City Clerk's office at 360.458.8402 at least four (4) working days prior to meeting. Information on the Americans with Disabilities Act and the Title VI Statement is available at www.yelmwa.gov/human-resources. *The public comment portion of the agenda is an opportunity for the public to address the Council for items that are not on the published agenda. Comments are limited to three minutes and five speakers. Comment on matters listed on the published agenda are welcomed as part of the normal agenda. COMMITTEE AND LIAISON ASSIGNMENTS Mayor JW Fuer Councilmember Tad Stillwell Yelm Emergency Operations Board Yelm Planning & Economic Development Committee Chair of Thurston Regional Planning Council Yelm Public Safety Committee South Sound Military and Community Partnership Yelm General Government Committee Regional Housing Council Board of Directors for Risk Management Services Agency Councilmember James Blair Yelm Public Safety Committee Yelm Finance Committee Solid Waste Advisory Committee Liaison to Yelm Senior Center Councilmember Molly Carmody Yelm Public Works Committee Yelm Emergency Operations Board Thurston County Law and Justice Council South Thurston Economic Development Initiative Councilmember Tracey Wood Yelm Public Safety Committee Yelm General Government Committee Administrative Board of Director for TCOMM 911 Transportation Policy Board for Thurston Regional Planning Council Councilmember Joe DePinto Yelm Finance Committee Yelm Public Works Committee Intercity Transit Authority Yelm Planning & Economic Development Committee Yelm Homelessness Task Force Board of Directors of Economic Development Council Councilmember EI Curry Yelm Homelessness Task Force Yelm General Government Committee Councilmember Terry Kaminski Yelm Public Works Committee Yelm Finance Committee Southeast Thurston Fire Authority Nisqually River Council Thurston County EMS Council Yelm Planning & Economic Development Committee Thurston Thrives Coordinating Council Page 3 of 3 VIRTUAL YELM CITY COUNCIL MEETING TUESDAY, JANUARY 26, 2021 MINUTES 1. Mayor JW Foster called the meeting to order at 6:03 p.m. Roll Call Present: James Blair, Molly Carmody, EJ Curry, Tad Stillwell, Tracey Wood, Joe DePinto and Terry Kaminski. 2. Agenda Approval 21-009 MOTION BY MOLLY CARMODY APPROVING THE AGENDA AS PRESENTED. SECONDED BY TRACEY WOOD. 7-0, MOTION CARRIED. 3. Special Presentations - December 2020 Student of the Month - Mina Siatuu 4. Public Comment - no public comment 5. Consent Agenda - a. January 5 & 12, 2021 Minutes b. November 2020 Financials $1,650,103.19 c. December 2020 Financials $1,486,084.35 21-010 MOTION BY TRACEY WOOD APPROVING THE CONSENT AGENDA. SECONDED BY MOLLY CARMODY. 7-0, MOTION CARRIED. 6. New Business - a. Professional Services Agreement for Design Engineering Services - RH2 Engineering, Inc. 21-011 MOTION BY MOLLY CARMODY AUTHORIZING MAYOR FOSTER TO SIGN A PROFESSIONAL SERVICES AGREEMENT WITH RH2 ENGINEERING, INC IN THE NOT TO EXCEED AMOUNT OF $182,270.00 FOR ENGINEERING DESIGN SERVICES FOR THE PROPOSED UPGRADES TO THE CITY'S DOWNTOWN WELL HOUSE. SECONDED BY EJ CURRY. 6-1, (NO -JAMES BLAIR), MOTION CARRIED. b. Resolution No. 611, Closed Record Appeal Hearing 21-012 MOTION BY JOE DEPINTO TO MOVE THAT THE CITY COUNCIL OF YELM, WASHINGTON APPROVE THE APPEAL AND DENY THE DECISION BY THE HEARINGS EXAMINER ISSUED ON NOVEMBER 24, 2020. SECONDED BY JAMES BLAIR. 5-2 (NO -TO THE MOTION MADE, YES -AGREEING WITH THE MOTION MADE. ABSTAIN -JOE DEPINTO AND JAMES BLAIR) MOTION FAILS. 21-013 MOTION BY MOLLY CARMODY TO UPHOLD THE HEARING EXAMINERS DECISION. SECONDED BY EJ CURRY. 5-2, (ABSTAIN -JAMES BLAIR AND NO -JOE DEPINTO), MOTION CARRIED. c. Legal Services Rate Adjustment 21-014 MOTION BY MOLLY CARMODY MOVED TO ACCEPT AND MODIFY THE LETTER OF ENGAGEMENT FOR LEGAL SERVICES WITH THE FOLLOWING RATES AS RECOMMENDED BY THE CITY COUNCIL FINANCE COMMITTEE. SECONDED BY TRACEY WOOD. January 26, 2021 Page 1 1 21-015 MOTION BY MOLLY CARMODY TO AMEND MOTION NUMBER 21-014, ADDING: TO FURTHER DIRECT THE YELM CITY COUNCIL FINANCE SUB- COMMITTEE TO FOLLOW UP ON REVIEW FOR A LEGAL SERVICES CONTRACT TO DEVELOP A FULL LEGAL SERVICES CONTRACT WITH PERIODIC REVIEWS AND REQUEST FOR PROPOSALS. SECONDED BY TRACEY WOOD. 7-0, MOTION CARRIED. d. Resolution No. 610, Authorizing the Purchase of Real Estate 21-016 MOTION BY TERRY KAMINSKI AUTHORIZING MAYOR FOSTER TO EXECUTE THE PURCHASE OF REAL ESTATE FOR AN ACCESS ROAD AND FUTURE PARK AT 902 RHOTON ROAD SE IN YELM, WASHINGTON. SECONDED BY EJ CURRY. 7-0, MOTION CARRIED. e. Teamsters Memorandum of Agreement 21-017 MOTION BY JOE DEPINTO AUTHORIZING MAYOR FOSTER TO SIGN THE MEMORANDUM OF AGREEMENT EXTENSION WITH THE TEAMSTERS UNION EXTENDING THEIR COLLECTIVE BARGAINING AGREEMENT THROUGH DECEMBER 31, 2021. SECONDED BY EJ CURRY. 5-2 (NO -MOLLY CARMODY AND TRACEY WOOD), MOTION CARRIED. Old Business — None Scheduled UPDATES — City Administrator — Michael Grayum • Nisqually Tribe generously gave the City of Yelm a $5,000 grant that will be used to contract with a part-time Probation Officer at the Municipal Court. • Executive Assistant will be meeting with Council Committees to discuss their needs on the Boards and Commissions and will update Council at the March 2, 2021 Study Session. • Cochrane Park Improvements will going out to bid soon. • The Water Reclamation Facility (WRF) applied for a low interest loan and was approved. The WRF will go out to bid in July. • February 2 Study Session will include Overview of Enterprise Funds, Council Committees and Thurston County Economic Development Contract Expectations. • Public Works Director Cody Colt updated Council on Phase 1 of the Community Garden. Every phase of the Community Garden will be funded by grants or charity funding. • Mayor Foster thanked the Nisqually Tribe for the generous donation that will be used for sidewalk installation for ADA access to the Community Garden. Councilmember Blair will attend the Solid Waste Advisory Committee meeting on February 3. Councilmember Carmody attended the Intercity Transit Authority meeting, the Yelm Finance Committee meeting and the Yelm Public Works Committee meeting. Councilmember Curry thanked the Nisqually Tribe for the grant received by the Yelm Senior Center. Councilmember Curry attended the Thurston County EMS Council meeting. January 26, 2021 Page 1 2 Councilmember Stillwell attended the South Thurston Economic Development Initiative meeting, the Thurston County Law and Justice Council meeting and the Yelm Public Safety Committee meeting. Councilmember Wood attended the Yelm Public Safety Committee meeting and the Transportation Policy Board for Thurston Regional Planning Council meeting. Councilmember DePinto will attend the Board of Directors of Economic Development Council tomorrow. Councilmember DePinto attended the Yelm Public Works Committee meeting and the Thurston County Chamber State of the Community Event. Councilmember Kaminski attended the Thurston Thrives Coordinating Council zoom meeting and thanked Candy O'Rear for her love of community and making the purchase of the 902 Rhoton Road property possible. Mayor Foster attended the Association of Washington Cities Mayor's Forum, chaired the Thurston Regional Planning Council meeting, attended the Thurston County State of the Community Forum, met with and approved the applicants for the Capital Metro Independent Investigation Team Community Representatives. The Thurston County EMS Council will rotate to the Mayor of Tenino. 9. Executive Session - 20 Minute Executive Session to Review the Performance of a Public Employee RCW 42.30.110 (g) At 8:04 p.m., Council went into an Executive Session to Review the Performance of a Public Employee. 21-018 MOTION BY JOE DEPINTO TO ADJOURN THE MEETING. SECONDED BY JAMES BLAIR. 7-0, MOTION CARRIED. 10. Adjourned at 8:24 p.m. Attest: JW Foster, Mayor Lori Lucas, City Clerk These minutes record the official actions of the Yelm City Council. Complete recordings are available on the city website at www.yelmwa.gov. January 26, 2021 Page 1 3 YELM CITY COUNCIL STUDY SESSION TUESDAY, FEBRUARY 2, 2021 6:00 P.M. VIRTUAL 1. Mayor Foster called the meeting to order at 6:02 p.m. 2. Present: Councilmembers: James Blair, Molly Carmody, EJ Curry, Tad Stillwell, Joe DePinto and Terry Kaminski. Absent: Tracey Wood. Staff present: Community Development Director Grant Beck, City Administrator Michael Grayum, Public Works Director Cody Colt, Public Works Project and Program Manager Patrick Hughes, and City Clerk & HR Manager Lori Lucas. 3. a. Enterprise Funds Training Public Works Director Cody Colt gave an overview of the Enterprise Funds and explained that the Enterprise Funds are self-supporting government funds that sells goods and services to the public for a fee. The use of these funds are restricted to the services they provide. 3. b. Cochrane Park Update Public Works Project and Program Manager Patrick Hughes updated the Mayor and Council on the upcoming construction at Cochrane Park. Phase 1 will rebuild the bridge, make landscaping improvements, clean the pond and replace the liner and install new restrooms. The project is currently out for bid and a contract will be coming to Council at the next meeting for approval. 3. c. Council Committees Discussion Discussion was held regarding how long Councilmembers would be on the sub -committees and how the committee members are chosen. The consensus is to move forward with the current members on the sub -committees. 3. d. Thurston County Economic Development Council (EDC) Scope of Work Discussion was held on developing a scope of work for the Thurston County Economic Development Council. Councilmember DePinto will summarize tonight's discussion and work with City Administrator Michael Grayum to bring the EDC Contract to the Study Session on March 2 to discuss the priorities and desired outcomes. 4. Mayors Report — no report S. Council Initiatives — Councilmember DePinto clarified that the Yelm Chamber of Commerce does a lot for local businesses. Councilmember DePinto would like to see the Community Center open one day a month for resources and services for people in need. Councilmember Kaminski asked if Thurston County Economic Development Council could help with branding for the City of Yelm. Adjourn: 7:38 p.m. Attest: JW Foster, Mayor Lori Lucas, City Clerk These minutes record the official actions of the Yelm City Council. Complete recordings are available on the city website at www.yelmwa.gov. 2-02-2021 To: Mayor J.W. Foster Yelm City Council ./Gi� �'Qn r�i �!G ✓al4v \,/ `i' p ✓e" f9u `04nm"A Jlr %6n i s 1924 WASHINGTON "Proudly Serving Our Community" From: Derek M. McCoy, P.E., Civil Review Engineer/Project Engineer Patrick T. Hughes, P.E., Public Works Projects/Programs Manager Date: January 27, 2021 (for February 9, 2021 City Council Meeting) Subj: Professional Services Agreement - Parametrix, Inc. Design Engineering Services - 2019 Water Main Improvements Attach: Professional Services Agreement Exhibit A - Scope of Work (Parametrix, Inc.) Exhibit B - Consultant Fee Estimate (Parametrix, Inc.) Recommendation Authorize Mayor J.W. Foster to sign a Professional Services Agreement (PSA) with Parametrix, Inc. in the not to exceed amount of $162,935.00 for engineering design and construction management services for the 2019 Water Main Improvements project. Background The capital improvement program approved as part of the current water system plan contains water main replacement projects necessary to increase the reliability and efficiency of the potable water distribution system. The 2019 Water Main Improvements project will complete missing links in the water main system and upgrade existing water mains to accommodate a planned SE Water Reservoir project. Approximately 7700 LF of 10-12" PVC water mains will be designed along Canal Road SE, 103rd Ave SE, 170th Street SE (Walmart Blvd), and Grove Road. January 2020 Council authorized a Professional Services Agreement (PSA) with Parametrix in the not to exceed amount of $235,869.90 for engineering design and construction management services for the proposed 2019 Water Main Improvements. One of the assumption included in the Scope of Work for this PSA was, "No construction management or construction observation will be provided in this scope. An additional scope and budget will be provided if the City deems construction assistance necessary." A Notice to Proceed has been issued for the 2019 Water Main Improvements Project effective January 25, 2021 and the Public Works Staff has determined that construction assistance in necessary and the remaining budgetfrom the previous mentioned PSA is $110,000.00. Current Situation In order to prepare a Professional Services Agreement, the City has requested, and received, a Scope of Work and a Consultant Fee Estimate from Parametrix for construction management services forthe proposed 2019 Water Main Improvements. The Consultant Fee Estimate totaled $162,935.00, with the $110,000.00 remaining for the previous PSA this represents a request of $52,935.00 additional funds for the CM Phase of the 2019 Water Main Improvements Project. The cost for completion of the engineering design and construction management of this project will come from the Water Capital Improvements Fund (402) included in the approved 2019-2020 budget. Staff recommends approval to authorize Mayor Foster to sign the attached Professional Services Agreement with Parametrix in the not to exceed amount of $162,935.00 for construction management services for the proposed 2019 Water Main Improvements. Page 2 of 2 r r ^� E81. L924 WASHINGTON "Proudly Serving Our Community" PROFESSIONAL SERVICES AGREEMENT FOR 2019 y1 .� I ER Maly INIP 11:IVENIEN I (,( ym This Professional Services Agreement ("Agreement") is made between the City of Yelm, a Washington municipal corporation ("City"), and Parametrix, Inc., 1019 39th Avenue SE, Suite 100, Puyallup, WA 98374, a Washington corporation ("Contractor"). The City and Contractor (together `Parties") are located and do business at the below addresses which shall be valid for any notice required under this Agreement: PARAMETRIX, INC. Jack Wright 1019 39th Avenue SE, Suite 100 Puyallup, WA 98374 (253) 604-6759 (telephone) (855) 542-6353 (facsimile) The Parties agree as follows: CITY OF YELM Derek McCoy 1062 nd Street SE Yelm, WA 98597 (360) 458-8132 (telephone) derekm@yelmwa.gov 1. TERM. The term of this Agreement shall commence upon the effective date of this Agreement, which shall be the date of mutual execution, and shall continue until the completion of the Work, but in any event no later than December 31, 2020 ("Term"). This Agreement may be extended for additional periods of time upon the mutual written agreement of the City and the Contractor. 2. SERVICES. The Contractor shall perform the services more specifically described in Exhibit "A", attached hereto and incorporated by this reference ("Services"), in a manner consistent with the accepted professional practices for other similar services within the Puget Sound region in effect at the time those services are performed, performed to the City's satisfaction, within the time period prescribed by the City and pursuant to the direction of the Mayor or his or her designee. The Contractor warrants that it has the requisite training, skill, and experience necessary to provide the Services and is appropriately accredited and licensed by all applicable agencies and governmental entities, including but not limited to obtaining a City of Yelm business registration. Services shall begin immediately upon the effective date of this Agreement Services shall be subject, at all times, to inspection by and approval of the City, but the making (or failure or delay in making) such inspection or approval shall not relieve Contractor of responsibility for performance of the Services in accordance with this Agreement, notwithstanding the City's knowledge of defective or non -complying performance, its substantiality or the ease of its discovery. 3. TERMINATION. Either party may terminate this Agreement, with or without cause, upon providing the other party thirty (30) days written notice at its address set forth above. The City may terminate this Agreement immediately if the Contractor fails to maintain required insurance policies, breaches confidentiality, or materially violates Section 12; and such may result in ineligibility for further City agreements. H:ADepartment FormsVContract Templates\PSA\Final PSA Rev RFD 1.5.16 4. COMPENSATION. 4.1 Amount In return for the Services, the City shall pay the Contractor an amount not to exceed a maximum amount and according to a rate or method as delineated in Exhibit "B", attached hereto and incorporated by this reference. The Contractor agrees that any hourly or flat rate charged by it for its services contracted for herein shall remain locked at the negotiated rate(s) for the Term. Except as otherwise provided in Exhibit "B", the Contractor shall be solely responsible for the payment of any taxes imposed by any lawful jurisdiction as a result of the performance and payment of this Agreement. 4.2 Method of Payment. On a monthly basis, the Contractor shall submit a voucher or invoice in the form specified by the City, including a description of what Services have been performed, the name of the personnel performing such Services, and any hourly labor charge rate for such personnel. The Contractor shall also submit a final bill upon completion of all Services. Payment shall be made on a monthly basis by the City only after the Services have been performed and within thirty (30) days after receipt and approval by the appropriate City representative of the voucher or invoice. If the Services do not meet the requirements of this Agreement, the Contractor will correct or modify the work to comply with the Agreement. The City may withhold payment for such work until the work meets the requirements of the Agreement 4.3 Non -Appropriation of Funds. If sufficient funds are not appropriated or allocated for payment under this Agreement for any future fiscal period, the City will not be obligated to make payments for Services or amounts incurred after the end of the current fiscal period, and this Agreement will terminate upon the completion of all remaining Services for which funds are allocated. No penalty or expense shall accrue to the City in the event this provision applies. 5. INDEMNIFICATION. 5.1 Contractor Indemnification. The Contractor agrees to release, indemnify, defend, and hold the City, its elected officials, officers, employees, and representatives harmless, from any and all claims, demands, actions, suits, causes of action, arbitrations, mediations, proceedings, judgments, awards, injuries, damages, liabilities, taxes, losses, fines, fees, penalties expenses, attorney's fees, costs, and/or litigation expenses to or by any and all persons or entities, including, without limitation, their respective agents, licensees, or representatives; arising from, resulting from, or in connection with this Agreement or the negligent acts, errors or omissions of the Contractor in performance of this Agreement, except for that portion of the claims caused by the City's sole negligence. Should a court of competent jurisdiction determine that this Agreement is subject to RCW 4.24.115, then, in the event of liability for damages arising out of bodily injury to persons or damages to property caused by or resulting from the concurrent negligence of the Contractor and the City, the Contractor's liability, including the duty and cost to defend, hereunder shall be only to the extent of the Contractor's negligence. Contractor's sub -contractor shall agree to the same terms and conditions as the Contractor pursuant to this paragraph. The City's inspection or acceptance of any of Contractor's work when completed shall not be grounds to avoid any of these covenants of indemnification. 5.2 Industrial Insurance Act Waiver. It is specifically and expressly understood that the Contractor waives any immunity that may be granted to it under the Washington State industrial insurance act, Title 51 RCW, solely for the purposes of this indemnification. Contractor's indemnification shall not be limited in any way by any limitation on the amount of damages, compensation or benefits payable to or by any third party under workers' compensation acts, disability benefit acts or any other benefits acts or programs. The Parties acknowledge that they have mutually negotiated this waiver. 5.3 City Indemnification. The City agrees to release, indemnify, defend and hold the Contractor, its officers, directors, shareholders, partners, employees, agents, representatives, and sub -contractors H:ADepartment FormsVContract Templates\PSA\Final PSA Rev RFD 1.5.16 harmless from any and all claims, demands, actions, suits, causes of action, arbitrations, mediations, proceedings, judgments, awards, injuries, damages, liabilities, losses, fines, fees, penalties expenses, attorney's fees, costs, and/or litigation expenses to or by any and all persons or entities, including without limitation, their respective agents, licensees, or representatives, arising from, resulting from or connected with this Agreement to the extent solely caused by the negligent acts, errors, or omissions of the City. 5.4 Survival. The provisions of this Section shall survive the expiration or termination of this Agreement with respect to any event occurring prior to such expiration or termination. 6. INSURANCE. The Contractor agrees to carry insurance for liability which may arise from or in connection with the performance of the services or work by the Contractor, their agents, representatives, employees or subcontractors for the duration of the Agreement and thereafter with respect to any event occurring prior to such expiration or termination as follows: 6.1 Minimum Limits. The Contractor agrees to carry as a minimum, the following insurance, in such forms and with such carriers who have a rating that is satisfactory to the City: a. Commercial general liability insurance shall be written on ISO occurrence form CG 00 01 and shall cover liability arising from premises, operations, independent contractors, products - completed operations, stop gap liability, personal injury, bodily injury, death, property damage, products liability, advertising injury, and liability assumed under an insured contract with limits no less than $1,000,000 for each occurrence and $2,000,000 general aggregate. b. Workers' compensation and employer's liability insurance in amounts sufficient pursuant to the laws of the State of Washington; c. Automobile liability insurance covering all owned, non -owned, hired and leased vehicles with a minimum combined single combined single limit for bodily injury and property damage of $1,000,000 per accident Coverage shall be written on Insurance Services Office (ISO) form CA 00 01 or a substitute form providing equivalent liability coverage. If necessary, the policy shall be endorsed to provide contractual liability coverage. d. Professional liability insurance with limits no less than $2,000,000 per claim and $2,000,000 policy aggregate for damages sustained by reason of or in the course of operation under this Agreement, whether occurring by reason of acts, errors or omissions of the Contractor. 6.2 No Limit of Liabilitv. Contractor's maintenance of insurance as required by the agreement shall not be construed to limit the liability of the Contractor to the coverage provided by such insurance, or otherwise limit the City's recourse to any remedy available at law or in equity. With the exception of Workers' Compensation and Professional Liability insurance, the Contractor's insurance coverage shall be primary insurance as respect the City. Any insurance, self-insurance, or insurance pool coverage maintained by the City shall be excess of the Contractor's insurance and shall not contribute with it. 6.3 Other Insurance Provisions. The insurance policies are to contain, or be endorsed to contain, the following provisions for Automobile Liability, Professional Liability and Commercial General Liability insurance: a. Insurance coverage required hereunder shall be primary insurance as respect the City. Any insurance, self-insurance, or insurance pool coverage maintained by the City shall be excess of the Contractor's insurance and shall not contribute with it. b. 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. 6.4 Acceptability of Insurers. Insurance is to be placed with insurers with a current AM. Best rating H:ADepartment FormsVContract Templates\PSA\Final PSA Rev RFD 1.5.16 of not less than A: VI I. 6.5 Additional Insured, Verification. The City shall be named as additional insured on all commercial general liability insurance policies. Concurrent with the execution of this Agreement, Contractor shall provide certificates of insurance for all commercial general liability policies attached hereto as Exhibit "C" and incorporated by this reference. At City's request, Contractor shall furnish the City with copies of all insurance policies and with evidence of payment of premiums or fees of such policies. If Contractor's insurance policies are "claims made," Contractor shall be required to maintain tail coverage for a minimum period of three (3) years from the date this Agreement is actually terminated or upon project completion and acceptance by the City. 6.6 Survival. The provisions of this Section shall survive the expiration or termination of this Agreement. CONFIDENTIALITY. All information regarding the City obtained by Contractor in performance of this Agreement shall be considered confidential subject to applicable laws. Breach of confidentiality by the Contractor may be grounds for immediate termination. All records submitted by the City to the Contractor will be safeguarded by the Contractor. The Contractor will fully cooperate with the City in identifying, assembling, and providing records in case of any public records disclosure request. 8. WORK PRODUCT. All originals and copies of work product, including plans, sketches, layouts, designs, design specifications, records, files, computer disks, magnetic media or material which may be produced or modified by Contractor while performing the Work shall belong to the City upon delivery. The Contractor shall make such data, documents, and files available to the City and shall deliver all needed or contracted for work product upon the City's request. At the expiration or termination of this Agreement, all originals and copies of any such work product remaining in the possession of Contractor shall be delivered to the City. 9. BOOKS AND RECORDS. The Contractor agrees to maintain books, records, and documents which sufficiently and properly reflect all direct and indirect costs related to the performance of the Work and maintain such accounting procedures and practices as may be deemed necessary by the City to assure proper accounting of all funds paid pursuant to this Agreement. These records shall be subject, at all reasonable times, to inspection, review or audit by the City, its authorized representative, the State Auditor, or other governmental officials authorized by law to monitor this Agreement. 10. INDEPENDENT CONTRACTOR. The Parties intend that the Contractor shall be an independent contractor and that the Contractor has the ability to control and direct the performance and details of its work, the City being interested only in the results obtained under this Agreement. The City shall be neither liable nor obligated to pay Contractor sick leave, vacation pay or any other benefit of employment, nor to pay any social security or other tax which may arise as an incident of employment. Contractor shall take all necessary precautions and shall be responsible for the safety of its employees, agents, and subcontractors in the performance of the contract work and shall utilize all protection necessary for that purpose. All work shall be done at Contractor's own risk, and Contractor shall be responsible for any loss of or damage to materials, tools, or other articles used or held for use in connection with the work The Contractor shall pay all income and other taxes due except as specifically provided in Section 4. Industrial or any other insurance that is purchased for the benefit of the City, regardless of whether such may provide a secondary or incidental benefit to the Contractor, shall not be deemed to convert this Agreement to an employment contract. If the Contractor is a sole proprietorship or if this Agreement is with an individual, the Contractor agrees to notify the City and complete any required form if the Contractor retired under a State of Washington retirement system and agrees to indemnify any losses the City may sustain through the Contractor's failure to do so. H:ADepartment FormsVContract Templates\PSA\Final PSA Rev RFD 1.5.16 11. CONFLICT OF INTEREST. It is recognized that Contractor may or will be performing professional services during the Term for other parties; however, such performance of other services shall not conflict with or interfere with Contractor's ability to perform the Services. Contractor agrees to resolve any such conflicts of interest in favor of the City. Contractor confirms that Contractor does not have a business interest or a close family relationship with any City officer or employee who was, is, or will be involved in the Contractor's selection, negotiation, drafting, signing, adrninistration, or evaluating the Contractor's performance. 12. EQUAL OPPORTUNITY EMPLOYER. In all services, programs, activities, hiring, and employment made possible by or resulting from this Agreement or any subcontract, there shall be no discrimination by Contractor or its subcontractors of any level, or any of those entities' employees, agents, subcontractors, or representatives against any person because of sex, age (except minimum age and retirement provisions), race, color, religion, creed, national origin, marital status, or the presence of any disability, including sensory, mental or physical handicaps, unless based upon a bona fide occupational qualification in relationship to hiring and employment. This requirement shall apply, but not be limited to the following: employment, advertising, layoff or termination, rates of pay or other forms of compensation, and selection for training, including apprenticeship. Contractor shall comply with and shall not violate any of the terms of Chapter 49.60 RCW, Title VI of the Civil Rights Act of 1964, the Americans With Disabilities Act, Section 504 of the Rehabilitation Act of 1973, 49 CFR Part 21, 21.5 and 26, or any other applicable federal, state, or local law or regulation regarding non-discrimination. 13. GENERAL PROVISIONS. 13.1 Interpretation and Modification. This Agreement, together with any attached Exhibits, contains all of the agreements of the Parties with respect to any matter covered or mentioned in this Agreement and no prior statements or agreements, whether oral or written, shall be effective for any purpose. Should any language in any Exhibits to this Agreement conflict with any language in this Agreement, the terms of this Agreement shall prevail. The respective captions of the Sections of this Agreement are inserted for convenience of reference only and shall not be deemed to modify or otherwise affect any of the provisions of this Agreement Any provision of this Agreement that is declared invalid, inoperative, null and void, or illegal shall in no way affect or invalidate any other provision hereof and such other provisions shall remain in full force and effect Any act done by either Party prior to the effective date of the Agreement that is consistent with the authority of the Agreement and compliant with the terms of the Agreement, is hereby ratified as having been performed under the Agreement. No provision of this Agreement, including this provision, may be amended, waived, or modified except by written agreement signed by duly authorized representatives of the Parties. 13.2 Assi¢nment and Beneficiaries. Neither the Contractor nor the City shall have the right to transfer or assign, in whole or in part, any or all of its obligations and rights hereunder without the prior written consent of the other Party. If the non -assigning party gives its consent to any assignment, the terms of this Agreement shall continue in full force and effect and no further assignment shall be made without additional written consent. Subject to the foregoing, the rights and obligations of the Parties shall inure to the benefit of and be binding upon their respective successors in interest, heirs and assigns. This Agreement is made and entered into for the sole protection and benefit of the Parties hereto. No other person or entity shall have any right of action or interest in this Agreement based on any provision set forth herein. 13.3 Compliance with Laws. The Contractor shall comply with and perform the Services in accordance with all applicable federal, state, local, and city laws including, without limitation, all City codes, ordinances, resolutions, regulations, rules, standards and policies, as now existing or hereafter amended, adopted, or made effective. If a violation of the City's Ethics Resolution No. 91-54, as amended, occurs as a result of the formation or performance of this Agreement, this Agreement may be rendered null and H:ADepartment FormsVContract Templates\PSA\Final PSA Rev RFD 1.5.16 void, at the City's option. 13.4 Enforcement Time is of the essence of this Agreement and each and all of its provisions in which performance is a factor. Adherence to completion dates set forth in the description of the Services is essential to the Contractor's performance of this Agreement. Any notices required to be given by the Parties shall be delivered at the addresses set forth at the beginning of this Agreement. Any notices may be delivered personally to the addressee of the notice or may be deposited in the United States mail, postage prepaid, to the address set forth above. Any notice so posted in the United States mail shall be deemed received three (3) days after the date of mailing. Any remedies provided for under the terms of this Agreement are not intended to be exclusive, but shall be cumulative with all other remedies available to the City at law, in equity or by statute. The failure of the City to insist upon strict performance of any of the covenants and agreements contained in this Agreement, or to exercise any option conferred by this Agreement in one or more instances shall not be construed to be a waiver or relinquishment of those covenants, agreements or options, and the same shall be and remain in full force and effect Failure or delay of the City to declare any breach or default immediately upon occurrence shall not waive such breach or default. Failure of the City to declare one breach or default does not act as a waiver of the City's right to declare another breach or default. This Agreement shall be made in, governed by, and interpreted in accordance with the laws of the State of Washington. If the Parties are unable to settle any dispute, difference or claim arising from this Agreement, the exclusive means of resolving that dispute, difference, or claim, shall be by filing suit under the venue, rules and jurisdiction of the Thurston County Superior Court, Thurston County, Washington, unless the parties agree in writing to an alternative process. If the Thurston County Superior Court does not have jurisdiction over such a suit, then suit may be filed in any other appropriate court in Thurston County, Washington. Each party consents to the personal jurisdiction of the state and federal courts in Thurston County, Washington and waives any objection that such courts are an inconvenient forum. If either Party brings any claim or lawsuit arising from this Agreement, each Party shall pay all its legal costs and attorney's fees and expenses incurred in defending or bringing such claim or lawsuit, including all appeals, in addition to any other recovery or award provided by law; provided, however, however nothing in this paragraph shall be construed to limit the Parties' rights to indemnification under Section 5 of this Agreement 13.5 Execution. Each individual executing this Agreement on behalf of the City and Contractor represents and warrants that such individual is duly authorized to execute and deliver this Agreement. This Agreement may be executed in any number of counterparts, each of which shall be deemed an original and with the same effect as if all Parties hereto had signed the same document All such counterparts shall be construed together and shall constitute one instrument, but in making proof hereof it shall only be necessary to produce one such counterpart The signature and acknowledgment pages from such counterparts may be assembled together to form a single instrument comprised of all pages of this Agreement and a complete set of all signature and acknowledgment pages. The date upon which the last of all of the Parties have executed a counterpart of this Agreement shall be the "date of mutual execution" hereof. [Signature page follows] H:ADepartment FormsVContract Templates\PSA\Final PSA Rev RFD 1.5.16 IN WITNESS, the Parties execute this Agreement below, effective the last date written below. CITY OF YELM: JW Foster, Mayor DATE: PARAMETRIX, INC. By: Printed Name: Title: Date: STATE OF WASHINGTON) ) ss. ATTEST: City Clerk, Lori Lucas APPROVED AS TO FORM: <on fzle> City Attorney, Brent Dille COUNTY OF ) On this day personally appeared before me to me known to be the of that executed the foregoing instrument, and acknowledged the said instrument to be the free and voluntary act and deed of said corporation, for the uses and purposes therein mentioned, and on oath stated that he/she was authorized to execute said instrument and that the seal affixed, if any, is the corporate seal of said corporation. GIVEN my hand and official seal this Notary's signature Notary's printed name day of Notary Public in and for the State of Washington. My commission expires H:ADepartment FormsVContract Templates\PSA\Final PSA Rev RFD 1.5.16 20 EXHIBIT "A" SERVICES H:ADepartment FormsVContract Templates\PSA\Final PSA Rev RFD 1.5.16 Parametrix l IV G IN[CFIIING 1L AN ANG.@.NVIRJNME A feL 9C I r.rI ExhibitA City of Yelm 2019 Asbestos Cement (AC) Water Main Replacement FFRO JIEC"T OVERVIEW W The City of Yelm (City) will be replacing aging asbestos cement (AC) water mains with new 10 -Inch and 12 -Inch PVC water mains. The construction area Is comprised of two main locations (the Project): 1) along Canal Rd SE In the vicinity of Crystal Springs St NW and NW Rhoton Rd, and 2) along Grove Rd SE, 103rd Ave SE, and Walmart Blvd SE. SCIHIF..IDUIL.IE Construction bids will be opened on December 11, 2020. Engineering services for construction support will begin with the pre -construction meeting and initial submittal review in late January 2021. A 4 -month construction period Is assumed. Illlq�ltl��l�llll I ILII Irll�d I ask I 'ro,�oc� mvlrvgi:IIlIIIIItlr�f Goal To provide continuous tracking of the Project schedule and budget, Project quality assurance and control, and to ensure that the Project Is executed as expected by the City. AS UiimC:rtion s • A 4 -month Project schedule Is assumed. • One meeting (virtual) with the City Public Works Department Is Included In the budget. Delivciry lblc„; • Miscellaneous correspondence to document Project management Issues. • Monthly progress reports and Invoices. • Meeting agendas. • Meeting notes, If applicable. City of Yelm 999-1781-999 2019 Asbestos Cement (AC) Water Main Replacement 1 November 2020 Construction Services SCOPE OF WORK (continued) Iask 2 SsilLnihIallRiwlFow;s, To provide engineering review for all submittals from the Contractor. AS Uii 1p[ion s • The submittals will be prepared on WSDOT standard Request for Approval of Material (RAM) forms. • WSDOT Qualified Products List (QPL) items will be accepted in lieu of cut sheets. eliveiry lblc„; • One Excel spreadsheet containing the submittal review log. • One completed RAM sheet for each submittal from the Contractor. I ask 3. C;nlnsIrucIlonAdlmini halloo To attend the pre -construction meeting, bi-monthly construction progress meetings, provide weekly statements of working days, and prepare all pay estimates for City review and approval. AS Uii 1p[ion s • Meetings will be no longer than 2 hours and an agenda will be prepared beforehand. • Meeting minutes will be prepared and electronically distributed to the attendee list for review. • Monthly progress pay estimates will be prepared and provided to the City In PDF and Excel format. • The weekly working day statements will be prepared on a standard 8-1/2 x 11 -Inch PMX form and provided to the Contractor weekly. eliveiry lblc„; • Five (5) meeting agendas and minutes. • Four (4) monthly progress pay estimates. I ash 4 - C hir IrucIl rlr CslLsi:tIrVlIloil To provide construction observation services for the City of Yelm. Construction observation will Include completion of IDRs, project photos, tracking force account labor, measurements for pay estimates, collecting truck tickets, and performing the final punch list walkthrough. AS Uii 1p[ion s • WSDOT and PMX standard forms will be used. eliveira lblc„; • Inspector Dally Reports In PDF format. City of Yelm 999-1781-999 2019 Asbestos Cement (AC) Water Main Replacement 2 November 2020 Construction Services SCOPE OF WORK (continued) • Photos in JPEG format. • Force Account sheets In PDF format. • Dally Construction Journals In PDF format. • Miscellaneous supporting documentation provided by the Contractor scanned to PDF. • Punch List Inspection Form In PDF format. City of Yelm 999-1781-999 2019 Asbestos Cement (AC) Water Main Replacement 3 November 2020 Construction Services EXHIBIT `B" COMPENSATION 1. Total Compensation: In return for the Services, the City shall pay the Contractor an amount not to exceed One Hundred Sixty Two Thousand Nine Hundred and Thirty Five and 00/100 Dollars ($162,935.00). 2. Method of Compensation: Hourly rate: In consideration of the Contractor performing the Services, the City agrees to pay the Contractor an amount calculated on the basis of the hourly labor charge rate schedule for Contractor's personnel as attached. Reimbursable Expenses: The actual customary and incidental expenses incurred by Contractor in performing the Services including mileage, survey equipment, and subconsultant costs and other reasonable costs; provided, however, that such costs shall be deemed reasonable in the City's sole discretion. H:ADepartment FormsVContract Templates\PSA\Final PSA Rev RFD 1.5.16 aauV!dea!ssaf luelunowaylaafoad oo a ti ti II!1S !p!aH ls!le!)adS loaluOD 17afOAd JS o a N o � a N ti !Ismogeag eAeual Iaaau!ou3 N N sp in8 aIAN Al aaau!Ou3 0o a rn a N 1451aM ugof aaau!ou3 is o oo N o0 0 y y O O O O O O O O O a m rr N a l o0 O +• � c O C E 3 � E m > v v en v ¢ 0 O 0 � v z c o c 0 N E p C C U U 3 ti b ti Z 0 Z u v o 1 O N O m O a o G m F EXHIBIT "C" INSURANCE H:ADepartment FormsVContract Templates\PSA\Final PSA Rev RFD 1.5.16 ACORD® CERTIFICATE OF LIABILITY INSURANCE DATE(MMIDDNYYY) `,,,,i 1 10/15/2020 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 have ADDITIONAL INSURED provisions or be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). PRODUCER CONTACT NAME: Dealey, Renton & Associates PHONE FAX P. O. Box 12675(AC, AC No Ext), 510-465-3090 Alc, No :510-452-2193 ADDRESS: certificates@dealeyrenton.com Oakland, CA 94604-2675 INSURER(S)AFFORDING COVERAGE NAILIf License#0020739 INSURERA: Valley Forge Insurance Company 20508 INSURED PARAINC-01 INSURER B: Continental Insurance Company 35289 Parametrix, Inc. PREMAGE SESOE. oNcurrrence 1019 39th Ave. SE Suite 100 INSURER C : American Casualty Company of Reading, 20427 INSURER D: XL Specialty Insurance Company 37885 Puyallup, WA 98374 (253) 604-6600 INSURER E: National Fire Insurance of Hartford 20478 INSURER F : Continental Casualty Company 20443 XCU Included COVERAGES CERTIFICATE NUMBER: 1359897618 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, EXCLUSIONSAND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. INSR TR TYPE OF INSURANCE ADDL SUBR POLICY NUMBER Mr YYYY EXP MMIDDY YYYY LIMITS E X COMMERCIAL GENERAL LIABILITY V V 6050531366 11/1/2020 11/1/2021 EACH OCCURRENCE $1,000,000 CLAIMS -MADE 1XIOCCUR PREMAGE SESOE. oNcurrrence $ 1,000,000 X MED EXP (Anyone person) $ 10,000 Contractual Liab XCU Included PERSONAL& ADV INJURY $1,000,000 X LIMIT APPLIES PER GENERAL AGGREGATE $2,000,000 GEN'LAGGREGATE POLICY � JEGT 1:1 LOC PRODUCTS-COMP/OPAGG $2,000,000 WAStop Gap $1,000,000 X OTHER. WA Stop GMLEL A AUTOMOBILE LIABILITY A A 6050531352 11/1/2020 11/1/2021 COMBINED SINGLE LIMIT Ea accident $1,000,000 BODILY INJURY (Per person) $ ANY AUTO IX OWNED SCHEDULED AUTOS ONLY AUTOS BODILY INJURY (Per accident) $ X HIRED X NON-OMED AUTOS ONLY AUTOS ONLY PROPERTVDAMAGE Per accident $ B X UMBRELLA LIAB X OCCUR 6050531433 11/1/2020 11/1/2021 EACH OCCURRENCE $15,000,000 AGGREGATE $15,000,000 EXCESS LIAB CLAIMS -MADE PER X RETENTION$ n $ C F WORKERS COMPENSATION AND EMPLOYERS' LIABILITY YIN V 6050531383 6050531402 11/1/2020 11/1/2020 11/1/2021 11/1/2021 XOTH STATUTE ER WA STOP GAP E.L. EACH ACCIDENT $ 1,000,000 ANVPROPRIETORIPARTNEREXECUTIVE OFFICER/MEMBEREXCLUDED9 N NIA E. L. DISEASE -EA EMPLOYEE $1,000,000 (Mandatory in NH) If yes, describe under DESCRIPTION OF OPERATIONS below E . DISEASE -POLICY LIMIT $ 1,000,000 D Profesional Liability DPR9967689 11/1/2020 11/1/2021 PerClaim $2,000,000 Claims Made Annual Aggregate $2,000,000 Pollution Liability Included Retroactive Date 01/01/1969 DESCRIPTION OF OPERATIONS I LOCATIONS I VEHICLES (AC ORD 101, Addle onal Remarks Schedule, may be attac had if more space is recurred) Project Name/Number: Water Reclamation Facility Phase 2 Upgrades/ 216-1781-838 City of Yelm is named as Additional Insured on General Liability and Auto Liability, per policy forms, with respect to the operations of the Named Insured as required by written contract or agreement. General Liability is Primary/Non-Contributory per policy form wording. CERTIFICATE HOLDER CANCELLATION 30 Day Notice of Cancellation © 1988-2015 ACORD CORPORATION. All rights reserved. ACORD 25 (2016/03) The ACORD name and logo are registered marks of ACORD SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN City of Yelm ACCORDANCE WITH THE POLICY PROVISIONS. Attn: Michael Grayum AUTH ORIZED REPRESENTATNE 106 2nd Street SE Yelm WA 98597 3 n © 1988-2015 ACORD CORPORATION. All rights reserved. ACORD 25 (2016/03) The ACORD name and logo are registered marks of ACORD CNA CNA PARAMOUNT Blanket Additional Insured - Owners, Lessees or Contractors -with Products -Completed Operations Coverage Endorsement This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART It is understood and agreed as follows: I. The WHO IS AN INSURED section is amended to add as an Insured any person or organization whom the Named Insured is required by written contract to add as an additional insured on this coverage part, including any such person or organization, if any, specifically set forth on the Schedule attachment to this endorsement. However, such person or organization is an Insured only with respect to such person or organization's liability for: A. unless paragraph B. below applies, 1. bodily injury, property damage, or personal and advertising injury caused in whole or in part by the acts or omissions by or on behalf of the Named Insured and in the performance of such Named Insured's ongoing operations as specified in such written contract, or 2. bodily injury or property damage caused in whole or in part by your work and included in the products - completed operations hazard, and only if a. the written contract requires the Named Insured to provide the additional insured such coverage, and b. this coverage part provides such coverage. B. bodily injury, property damage, or personal and advertising injury arising out of your work described in such written contract, but only if: 1. this coverage part provides coverage for bodily injury or property damage included within the products completed operations hazard, and 2. the written contract specifically requires the Named Insured to provide additional insured coverage under the 11-85 or 10-01 edition of CG2010 or the 10-01 edition of CG2037. II. Subject always to the terms and conditions of this policy, including the limits of insurance, the Insurer will not provide such additional insured with: A. coverage broader than required by the written contract, or B. a higher limit of insurance than required by the written contract. III. The insurance granted by this endorsement to the additional insured does not apply to bodily injury, property damage, or personal and advertising injury arising out of: A. the rendering of, or the failure to render, any professional architectural, engineering, or surveying services, including: 1. the preparing, approving, or failing to prepare or approve maps, shop drawings, opinions, reports, surveys, field orders, change orders or drawings and specifications, and 2. supervisory, inspection, architectural or engineering activities, or B. any premises or work for which the additional insured is specifically listed as an additional insured on another endorsement attached to this coverage part. IV. Notwithstanding anything to the contrary in the section entitled COMMERCIAL GENERAL LIABILITY CONDITIONS, the Condition entitled Other Insurance, this insurance is excess of all other insurance available to the additional insured whether on a primary, excess, contingent or any other basis. However, if this insurance is required by written CNA75079XX (1 - 15) Policy No: 6050531366 Page 1 of 2 Endorsement No: 5 Nat'l Fire Ins Co of Hartford Insured Name: PARAMETRIX, INC. Copynght CNA All Rights Reserved. Includes copyrighted material of Insurance Services Office, Inc., with its permission. CNA CNA PARAMOUNT Blanket Additional Insured - Owners, Lessees or Contractors -with Products -Completed Operations Coverage Endorsement contract to be primary and non-contributory, this insurance will be primary and non-contributory relative solely to insurance on which the additional insured is a named insured. V. Solely with respect to the insurance granted by this endorsement, the section entitled COMMERCIAL GENERAL LIABILITY CONDITIONS is amended as follows: The Condition entitled Duties In The Event of Occurrence, Offense, Claim or Suit is amended with the addition of the following: Any additional insured pursuant to this endorsement will as soon as practicable: 1. give the Insurer written notice of any claim, or any occurrence or offense which may result in a claim, 2. except as provided in Paragraph IV. of this endorsement, agree to make available any other insurance the additional insured has for any loss covered under this coverage part, 3. send the Insurer copies of all legal papers received, and otherwise cooperate with the Insurer in the investigation, defense, or settlement of the claim, and 4. tender the defense and indemnity of any claim to any other insurer or self insurer whose policy or program applies to a loss that the Insurer covers under this coverage part. However, if the written contract requires this insurance to be primary and non-contributory, this paragraph (4) does not apply to insurance on which the additional insured is a named insured. The Insurer has no duty to defend or indemnify an additional insured under this endorsement until the Insurer receives written notice of a claim from the additional insured. VI. Solely with respect to the insurance granted by this endorsement, the section entitled DEFINITIONS is amended to add the following definition Written contract means a written contract or written agreement that requires the Named Insured to make a person or organization an additional insured on this coverage part, provided the contract or agreement: A. is currently in effect or becomes effective during the term of this policy, and B. was executed prior to: 1. the bodily injury or property damage, or 2. the offense that caused the personal and advertising injury for which the additional insured seeks coverage. Any coverage granted by this endorsement shall apply solely to the extent permissible by law. 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 effective date of said Policy at the hour stated in said Policy, unless another effective date is shown below, and expires concurrently with said Policy. CNA75079XX (1 - 15) Policy No: 6050531366 Page 2 of 2 Endorsement No: 5 Nat'l Fire Ins Co of Hartford Insured Name: PARAMETRIX, INC. Copynght CNA All Rights Reserved. Includes copyrighted material of Insurance Services Office, Inc., with its permission. CNA CNA PARAMOUNT Waiver of Transfer of Rights of Recovery Against Others to the Insurer Endorsement This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART PRODUCTS/COMPLETED OPERATIONS LIABILITY COVERAGE PART Information required to complete this Schedule, if not shown above, will be shown in the Declarations. It is understood and agreed that the condition entitled Transfer Of Rights Of Recovery Against Others To The Insurer is amended by the addition of the following: Solely with respect to the person or organization shown in the Schedule above, the Insurer waives any right of recovery the Insurer may have against such person or organization because of payments the Insurer makes for injury or damage arising out of the Named Insured's ongoing operations or your work done under a contract with that person or organization and included in the products -completed operations hazard. 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 effective date of said Policy at the hour stated in said Policy, unless another effective date is shown below, and expires concurrently with said Policy. CNA75008XX (1 - 15) Page 1 of 1 Nat'l Fire Ins Co of Hartford Insured Name: PARAMETRIX, INC. Copynght CNA All Rights Reserved. Policy No: 6050531366 Endorsement No: 7 Includes copyrighted material of Insurance Services Office, Inc., with its permission. SCHEDULE Name Of Person Or Organization: ANY PERSON OR ORGANIZATION WHOM THE CONTRACT OR AGREEMENT TO WAIVE SUCH CONTRACT OR AGREEMENT: NAMED INSURED HAS AGREED IN WRITING IN A RIGHTS OF RECOVERY, BUT ONLY IF SUCH 1. IS IN EFFECT OR BECOMES EFFECTIVE DURING THE TERM OF THIS COVERAGE PART; AND 2. WAS EXECUTED PRIOR TO THE BODILY INJURY, PROPERTY DAMAGE OR PERSONAL AND ADVERTISING INJURY GIVING RISE TO THE CLAIM. Information required to complete this Schedule, if not shown above, will be shown in the Declarations. It is understood and agreed that the condition entitled Transfer Of Rights Of Recovery Against Others To The Insurer is amended by the addition of the following: Solely with respect to the person or organization shown in the Schedule above, the Insurer waives any right of recovery the Insurer may have against such person or organization because of payments the Insurer makes for injury or damage arising out of the Named Insured's ongoing operations or your work done under a contract with that person or organization and included in the products -completed operations hazard. 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 effective date of said Policy at the hour stated in said Policy, unless another effective date is shown below, and expires concurrently with said Policy. CNA75008XX (1 - 15) Page 1 of 1 Nat'l Fire Ins Co of Hartford Insured Name: PARAMETRIX, INC. Copynght CNA All Rights Reserved. Policy No: 6050531366 Endorsement No: 7 Includes copyrighted material of Insurance Services Office, Inc., with its permission. CNA Business Auto Policy Rlaaky THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. This endorsement modifies insurance provided under the following: BUSINESS AUTO COVERAGE FORM I. LIABILITY COVERAGE A. Who Is An Insured The following is added to Section II, Paragraph A.1., Who Is An Insured: 1. a. Any incorporated entity of which the Named Insured owns a majority of the voting stock on the date of inception of this Coverage Form; provided that, b. The insurance afforded by this provision A.1. does not apply to any such entity that is an insured under any other liability "policy" providing auto coverage. 2. Any organization you newly acquire or form, other than a limited liability company, partnership or joint venture, and over which you maintain majority ownership interest. The insurance afforded by this provision A.2.: a. Is effective on the acquisition or formation date, and is afforded only until the end of the policy period of this Coverage Form, or the next anniversary of its inception date, whichever is earlier. b. Does not apply to: (1) Bodily injury or property damage caused by an accident that occurred before you acquired or formed the organization; or (2) Any such organization that is an insured under any other liability "policy" providing auto coverage. 3. Any person or organization that you are required by a written contract to name as an additional insured is an insured but only with respect to their legal liability for acts or omissions of a person, who qualifies as an insured under SECTION II — WHO IS AN INSURED and for whom Liability Coverage is afforded under this policy. If required by written contract, this insurance will be primary and non-contributory to insurance on which the additional insured is a Named Insured. 4. An employee of yours is an insured while operating an auto hired or rented under a contract or agreement in that employee's name, with your permission, while performing duties related to the conduct of your business. "Policy", as used in this provision A. Who Is An Insured, includes those policies that were in force on the inception date of this Coverage Form but: 1. Which are no longer in force; or 2. Whose limits have been exhausted. B. Bail Bonds and Loss of Earnings Section II, Paragraphs A.2. (2) and A.2. (4) are revised as follows: 1. In a.(2), the limit for the cost of bail bonds is changed from $2,000 to $5,000; and 2. In a.(4), the limit for the loss of earnings is changed from $250 to $500 a day. Form No: CNA63359XX (04-2012) Policy No: 6050531352 Page: 1 of 4 Policy Effective Date: 11/01/2020 Underwriting Company: The Continental Insurance Company, 151 N Franklin St, Chicago, IL 60606 Copyright CNA All Rights Reserved. Includes copyrighted material of the Insurance Services Office, Inc., used with its permission. Business Auto Policy CNARlaaky C. Fellow Employee Section II, Paragraph B.5 does not apply. Such coverage as is afforded by this provision C. is excess over any other collectible insurance. II. PHYSICAL DAMAGE COVERAGE A. Glass Breakage — Hitting A Bird Or Animal — Falling Objects Or Missiles The following is added to Section III, Paragraph A.3.: With respect to any covered auto, any deductible shown in the Declarations will not apply to glass breakage if such glass is repaired, in a manner acceptable to us, rather than replaced. B. Transportation Expenses Section III, Paragraph A.4.a. is revised, with respect to transportation expense incurred by you, to provide: a. $60 per day, in lieu of $20; subject to b. $1,800 maximum, in lieu of $600. C. Loss of Use Expenses Section III, Paragraph A.4.b. is revised, with respect to loss of use expenses incurred by you, to provide: a. $1,000 maximum, in lieu of $600. D. Hired "Autos" The following is added to Section III. Paragraph A.: 5. Hired "Autos" If Physical Damage coverage is provided under this policy, and such coverage does not extend to Hired Autos, then Physical Damage coverage is extended to: a. Any covered auto you lease, hire, rent or borrow without a driver; and b. Any covered auto hired or rented by your employee without a driver, under a contract in that individual employee's name, with your permission, while performing duties related to the conduct of your business. c. The most we will pay for any one accident or loss is the actual cash value, cost of repair, cost of replacement or $75,000, whichever is less, minus a $500 deductible for each covered auto. No deductible applies to loss caused by fire or lightning. d. The physical damage coverage as is provided by this provision is equal to the physical damage coverage(s) provided on your owned autos. e. Such physical damage coverage for hired autos will: (1) Include loss of use, provided it is the consequence of an accident for which the Named Insured is legally liable, and as a result of which a monetary loss is sustained by the leasing or rental concern. (2) Such coverage as is provided by this provision will be subject to a limit of $750 per accident. E. Airbag Coverage The following is added to Section III, Paragraph B.3.: The accidental discharge of an airbag shall not be considered mechanical breakdown. Form No: CNA63359XX (04-2012) Policy No: 6050531352 Page: 2 of 4 Policy Effective Date: 11/01/2020 Underwriting Company: The Continental Insurance Company, 151 N Franklin St, Chicago, IL 60606 Copyright CNA All Rights Reserved. Includes copyrighted material of the Insurance Services Office, Inc., used with its permission. CNA F. Electronic Equipment Business Auto Policy Rlaaky Section III, Paragraphs B.4.c and B.4.d. are deleted and replaced by the following: c. Physical Damage Coverage on a covered auto also applies to loss to any permanently installed electronic equipment including its antennas and other accessories d. A $100 per occurrence deductible applies to the coverage provided by this provision. G. Diminution In Value The following is added to Section III, Paragraph B.6.: Subject to the following, the diminution in value exclusion does not apply to: a. Any covered auto of the private passenger type you lease, hire, rent or borrow, without a driver for a period of 30 days or less, while performing duties related to the conduct of your business; and b. Any covered auto of the private passenger type hired or rented by your employee without a driver for a period of 30 days or less, under a contract in that individual employee's name, with your permission, while performing duties related to the conduct of your business. c. Such coverage as is provided by this provision is limited to a diminution in value loss arising directly out of accidental damage and not as a result of the failure to make repairs; faulty or incomplete maintenance or repairs; or the installation of substandard parts. d. The most we will pay for loss to a covered auto in any one accident is the lesser of: (1) $5,000; or (2) 20% of the auto's actual cash value (ACV). III. Drive Other Car Coverage — Executive Officers The following is added to Sections II and III: 1. Any auto you don't own, hire or borrow is a covered auto for Liability Coverage while being used by, and for Physical Damage Coverage while in the care, custody or control of, any of your "executive officers", except: a. An auto owned by that "executive officer" or a member of that person's household; or b. An auto used by that "executive officer" while working in a business of selling, servicing, repairing or parking autos. Such Liability and/or Physical Damage Coverage as is afforded by this provision. (1) Equal to the greatest of those coverages afforded any covered auto; and (2) Excess over any other collectible insurance. 2. For purposes of this provision, "executive officer" means a person holding any of the officer positions created by your charter, constitution, by-laws or any other similar governing document, and, while a resident of the same household, includes that person's spouse. Such "executive officers" are insureds while using a covered auto described in this provision. IV. BUSINESS AUTO CONDITIONS A. Duties In The Event Of Accident, Claim, Suit Or Loss The following is added to Section IV, Paragraph A.2.a.: Form No: CNA63359XX (04-2012) Policy No:6050531352 Page: 3 of 4 Policy Effective Date: 11/01/2020 Underwriting Company: The Continental Insurance Company, 151 N Franklin St, Chicago, IL 60606 Copyright CNA All Rights Reserved. Includes copyrighted material of the Insurance Services Office, Inc., used with its permission. CNA Business Auto Policy Faaky (4) Your employees may know of an accident or loss. This will not mean that you have such knowledge, unless such accident or loss is known to you or if you are not an individual, to any of your executive officers or partners or your insurance manager. The following is added to Section IV, Paragraph A.2.b.: (6) Your employees may know of documents received concerning a claim or suit. This will not mean that you have such knowledge, unless receipt of such documents is known to you or if you are not an individual, to any of your executive officers or partners or your insurance manager. B. Transfer Of Rights Of Recovery Against Others To Us The following is added to Section IV, Paragraph A.5. Transfer Of Rights Of Recovery Against Others To Us: We waive any right of recovery we may have, because of payments we make for injury or damage, against any person or organization for whom or which you are required by written contract or agreement to obtain this waiver from us. This injury or damage must arise out of your activities under a contract with that person or organization. You must agree to that requirement prior to an accident or loss C. Concealment, Misrepresentation or Fraud The following is added to Section IV, Paragraph B.2.: Your failure to disclose all hazards existing on the date of inception of this Coverage Form shall not prejudice you with respect to the coverage afforded provided such failure or omission is not intentional. D. Other Insurance The following is added to Section IV, Paragraph B.5.: Regardless of the provisions of Paragraphs 5.a. and 5.d. above, the coverage provided by this policy shall be on a primary non-contributory basis. This provision is applicable only when required by a written contract. That written contract must have been entered into prior to Accident or Loss. E. Policy Period, Coverage Territory Section IV, Paragraph B. 7.(5).(a). is revised to provide: a. 45 days of coverage in lieu of 30 days. V. DEFINITIONS Section V. paragraph C. is deleted and replaced by the following: Bodily injury means bodily injury, sickness or disease sustained by a person, including mental anguish, mental injury or death resulting from any of these. Form No: CNA63359XX (04-2012) Policy No: 6050531352 Page: 4 of 4 Policy Effective Date: 11/01/2020 Underwriting Company: The Continental Insurance Company, 151 N Franklin St, Chicago, IL 60606 Copyright CNA All Rights Reserved. Includes copyrighted material of the Insurance Services Office, Inc., used with its permission. Workers Compensation And Employers Liability Insurance CNARlolfcy We have the right to recover our payments from anyone liable for an injury covered by this policy. We will not enforce our right against the person or organization named in the Schedule. This agreement shall not operate directly or indirectly to benefit anyone not named in the Schedule. Schedule Any Person or Organization on whose behalf you are required to obtain this waiver of our right to recover from under a written contract or agreement. The premium charge for the endorsement is reflected in the Schedule of Operations. 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 unless another expiration date is shown below. Form No: WC 00 03 13 (04-1984) Policy No: 6 50531402 Endorsement No: 3; Page: 1 of 1 Underwriting Company: American Casualty Company of Reading, Pennsylvania, 333 S Wabash Ave, Chicago, IL 60604 Copyright 1983 National Council on Compensation Insurance. Workers Compensation And Employers Liability Insurance CNARlolfcy 0°,iiraaui.,n6iro)r�i'ut This endorsement changes the policy to which it is attached. It is agreed that Part One - Workers' Compensation Insurance G. Recovery From Others and Part Two - Employers' Liability Insurance H. Recovery From Others are amended by adding the following: We will not enforce our right to recover against persons or organizations. (This agreement applies only to the extent that you perform work under a written contract that requires you to obtain this agreement from us.) PREMIUM CHARGE - Refer to the Schedule of Operations The charge will be an amount to which you and we agree that is a percentage of the total standard premium for California exposure. The amount is 2%. 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 unless another expiration date is shown below. Form No: G -19160-B (11-1997) Policy No: WC 6 50531383 Policy Endorsement Effective Date: Endorsement Expiration Date: Endorsement No: 2; Page: 1 of 1 Underwriting Company: American Casualty Company of Reading, Pennsylvania, 151 N Franklin St, Chicago, IL 60606 '° Copyright CNA All Rights Reserved.