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HomeMy WebLinkAbout2022-103 PO 20230189- Cornforth Consultants Inc Purchase Order 'arCITY REC Fiscal Year 2023 Page: 1 of: 1 B City of Ashland ,=� �= ATTN: Accounts Payable20 E. Main Purchase LAshland, OR 97520 Order# 20230189 T Phone: 541/552-2010 O Email: payable@ashland.or.us E CORNFORTH CONSULTANTS, INC. H C/O Public Works Department N 10250 SW GREENBURG ROAD I 51 VVinburn Way D SUITE 111 P Ashland, OR 97520 R PORTLAND, OR 97223 Phone: 541/488-5347 O Fax: 541/488-6006 war;a� ����i�aIc��ET�i`sit=i'=�=�=IT7�:_�"�=c-==�'_'_- Scott Fleu —__ – _ lyi51911eI- �(- Ca'S?§ amt =Ma%FP _.l 5 _;' —= E o3s d° I- a;sal_ tste --"= --` 12/05/2022 4053 FOB ASHLAND OR/NET30 Ci Accounts Paable - 2023 Hosier Dam Assessment 1 2023 Hosier Dam Comprehensive Assessment 1.0 $232,500.00 $232,500.00 Project Account: Project Account: *************** GL SUMMARY*************** 0 1500-604100 $116,250.00 1/181500-602400 $116,250.00 By: Date _______: `� Authorized Signature q. P=ice____= 232 500.00 p Vi/6-6--/ y ( 1 FORM #3 1 I CITY OF 'ASHLAND A request fora Purchase ISr , ,, '� 0, 1 9 REQUISITION Date of request: 11/29/2022 Vendor Name Cornforth Consultants Address,City,State,Zip 102 SW Greenburg.Road,Suite 111 Portland,OR 97223 Contact Name Gerry Heslin,PE Telephone Number 503-452-1100 Email address gheslin(a?cornforthconsultants.com SOURCING METHOD ❑ Exempt from Competitive Bidding ❑ Emergency ❑ Reason for exemption: 0 Invitation to Bid (Copies on file) ❑ Form#13,Written findings and Authorization ❑ AMC 2.50 Date approved by Council: Lr�_ 0 Written quote or proposal attached ❑ Written quote or proposal attached _(Attach copy of counc' munica _(If council approval required,attach copy of CC) CI Small Procurement Cooperative Procurement Less than$5,000 0 Request for Prop s ( pies on fil 0 State of Oregon ❑ Direct Award Date approved by Counci: 11/1/2022 Contract# ❑ Verbal/Written quote(s)or proposal(s) • (Attach copy of council communication) 0 State of Washington Intermediate Procurement 0 Sole Source Contract# GOODS&SERVICES ❑ Applicable Form(#5,6,7 or 8) 0 Other government agency contract $5,000 to$100,000 0 Written quote or proposal attached Agency ❑ (3)Written quotes and solicitation attached 0 Form#4, Personal Services$5K to$75K Contract# _ , PERSONAL SERVICES ❑ Special Procurement Intergovernmental Agreement $5,000 to$75,000 ❑ Agency ❑ Form#9,Request for Approval ❑ Less than$35,000,by direct appointment ❑ Written quote or proposal attached Date original contract approved by Council: ❑ (3)Written proposals/written solicitation Date approved by Council: _ (Date) ❑ Form#4, Personal Services$5K to$75K Valid until: (Date) —(Attach copy of council communication) Description of SERVICES Total Cost 2023 Hosier Dam Comprehensive Assessment $ 232`500 00.- Item # Quantity Unit Description of MATERIALS Unit Price Total Cost 0 Per attached quote/proposal TOTAL_'COST Expenditure must be charged to the appropriate account numbers for the financials to reflect the actual expenditures accurately. Project Number — - _ Account Number 081500 - 604100 $ 116 ,250.00 — — — — Project Number — — — Account Number 111500 - 602400 $ 116,250.00 - -•- — Project Number _ _ Account Number - $ . IT Director in collaboration with department to approve all hardware and software purchases: By signing this requisition form,I certify that thee� City's public contracting requirements have been satisfied. IT Director Date Support-Yes/No Employee:\DOtkl Yak: Department Hea,`1'1 i.` 11.2Ff.Sol 41///tiM:. Mater than$5,000) Department Manager/Supervisor: City Administrator: .(11(1 (Equal to or greater han 5,000) Funds appropriated for current fiscal year: Y S NO , 1 4// ance '•• to-(Equal toorgreater than$5,000) Date Comments: Form#3-Requisition PERSONAL SERVICES AGREEMENT (GREATER THAN $35,000.00) CONSULTANT: Cornforth Consultants Inc. CITY OF CONSULTANT'S CONTACT: Gerry Heslin 11SH LAN D 20 East Main Street ADDRESS: 10250 SW Greenburg Road, Suite 111 Ashland, Oregon 97520 Portland, Oregon 97223 Telephone: 541/488-5587 TELEPHONE: (503)452-1100 Fax: 541/488-6006 This Personal Services Agreement(hereinafter"Agreement") is entered into by and between the City of Ashland, an Oregon municipal corporation (hereinafter "City") and Cornforth Consultants Inc. a domestic business corporation("hereinafter"Consultant"),for 2023 Hosler Dam Comprehensive Assessment. NOW THEREFORE, in consideration of the mutual covenants contained herein,the City and Consultant hereby agree as follows: 1. Effective Date and Duration: This Agreement shall become effective on the date of execution on behalf of the City, as set forth below(the"Effective Date"), and unless sooner terminated as specifically provided herein, shall terminate upon the City's affirmative acceptance of Consultant's Work as complete and Consultant's acceptance of the City's final payment therefore, but not later than December 31,2023. 2. Scope of Work: Consultant will provide the 2023 Hosler Dam Comprehensive Assessment as more fully set forth in the Consultant's Proposal dated September 16,2022,which is attached hereto as "Exhibit A" and incorporated herein by this reference. Consultant's services are collectively referred to in this Agreement as the"Work." 3. Supporting Documents/Conflicting Provisions: This Agreement and any exhibits or other supporting documents shall be construed to be mutually complementary and supplementary wherever possible. In the event of a conflict which cannot be so resolved,the provisions of this Agreement itself shall control over any conflicting provisions in any of the exhibits or supporting documents. 4. All Costs Borne by Consultant: Consultant shall, at its own risk,perform the Work described above and,unless otherwise specified in this Agreement, furnish all labor, equipment, and materials required for the proper performance of such Work. Page 1 of 7: Personal Services Agreement with Cornforth Consultants Inc. 5. Qualified Work: Consultant has represented, and by entering into this Agreement now represents,that all personnel assigned to the Work to be performed under this Agreement are fully qualified to perform the service to which they will be assigned in a skilled and worker-like manner and, if required to be registered, licensed or bonded by the State of Oregon, are so registered, licensed and bonded. Work will be completed within generally accepted standards of professional care followed by practitioners in the same locality and under similar conditions. 6. Compensation: City shall pay Consultant the sum of$232,500.00 (two hundred thirty-two thousand five hundred dollars) as full compensation for Consultant's performance of all Work under this Agreement. In no event shall Consultant's total of all compensation and reimbursement under this Agreement exceed the sum of$232,500.00 (two hundred thirty-two thousand five hundred dollars)without the express,written approval from the City official whose signature appears below, or such official's successor in office. Payments shall be made within thirty (30) days of the date of receipt by the City of Consultant's invoice. Should this Agreement be terminated prior to completion of all Work,payments will be made for any phase of the Work completed and accepted as of the date of termination. 7. Ownership of Work/Documents: All Work,work product, or other documents produced in furtherance of this Agreement belong to the City, and any copyright,patent,trademark proprietary or any other protected intellectual property right shall vest in and is hereby assigned to the City. 8. Statutory Requirements: The following laws of the State of Oregon are hereby incorporated by reference into this Agreement: ORS 279B.220, 279B.230 and 279B.235. 9. Living Wage Requirements: If the amount of this Agreement is $24,050.68 or more, Consultant is required to comply with Chapter 3.12 of the Ashland Municipal Code by paying a living wage, as defined in that chapter,to all employees performing Work under this Agreement and to any Subcontractor who performs 50%or more of the Work under this Agreement. Consultant is also required to post the notice attached hereto as "Exhibit B"predominantly in areas where it will be seen by all employees. 10. Indemnification: Consultant hereby agrees to defend, indemnify, save, and hold City, its officers, employees, and agents harmless from any and all losses, claims, actions, costs, expenses,judgments, or other damages resulting from injury to any person (including injury resulting in death), or damage (including loss or destruction)to property, of whatsoever nature to the extent caused by Consultant's willful misconduct or negligent acts, errors or omissions involved with the performance of this Agreement by Consultant(including but not limited to, Consultant's employees, agents, and others designated by Consultant to perform Work or services attendant to this Agreement). However, Consultant shall not be held responsible for any losses, expenses, claims, subrogations, actions, costs,judgments, or other damages, caused solely by the negligence of City. 11. Termination: a. Mutual Consent. This Agreement may be terminated at any time by the mutual consent Page 2 of 7: Personal Services Agreement with Comforth Consultants Inc. of both parties. b. City's Convenience. This Agreement may be terminated by City at any time upon not less than thirty (30) days' prior written notice delivered by certified mail or in person. c. For Cause. City may terminate or modify this Agreement, in whole or in part, effective upon delivery of written notice to Consultant, or at such later date as may be established by City under any of the following conditions: i. If City funding from federal, state,county or other sources is not obtained and continued at levels sufficient to allow for the purchase of the indicated quantity of services; ii. If federal or state regulations or guidelines are modified, changed, or interpreted in such a way that the services are no longer allowable or appropriate for purchase under this Agreement or are no longer eligible for the funding proposed for payments authorized by this Agreement; or iii. If any license or certificate required by law or regulation to be held by Consultant to provide the services required by this Agreement is for any reason denied,revoked, suspended, or not renewed. d. For Default or Breach. i. Either City or Consultant may terminate this Agreement in the event of a breach of the Agreement by the other. Prior to such termination the party seeking termination shall give to the other party written notice of the breach and its intent to terminate. If the party committing the breach has not entirely cured the breach within fifteen(15) days of the date of the notice, or within such other period as the party giving the notice may authorize in writing,then the Agreement may be terminated at any time thereafter by a written notice of termination by the party giving notice. ii. Time is of the essence for Consultant's performance of each and every obligation and duty under this Agreement. City, by written notice to Consultant of default or breach, may at any time terminate the whole or any part of this Agreement if Consultant fails to provide the Work called for by this Agreement within the time specified herein or within any extension thereof. iii. The rights and remedies of City provided in this subsection (d) are not exclusive and are in addition to any other rights and remedies provided by law or under this Agreement. e. Obligation/Liability of Parties. Termination or modification of this Agreement pursuant to subsections a, b, or c above shall be without prejudice to any obligations or liabilities of either party already accrued prior to such termination or modification. However, upon receiving a notice of termination(regardless whether such notice is given pursuant to Subsection a, b, c, or d of this section, Consultant shall immediately cease all activities under this Agreement, unless expressly directed otherwise by City in the notice of termination.Further, upon termination, Consultant shall deliver to City all documents, information,works-in-progress and other property that are or would be deliverables had Page 3 of 7: Personal Services Agreement with Cornforth Consultants Inc. the Agreement been completed. City shall pay Consultant for Work performed prior to the termination date if such Work was performed in accordance with this Agreement. 12. Independent Contractor Status: Consultant is an independent contractor and not an employee of the City for any purpose. Consultant shall have the complete responsibility for the performance of this Agreement. Consultant shall provide workers' compensation coverage as required in ORS Chapter 656 for all persons employed to perform Work pursuant to this Agreement. Consultant is a subject employer that will comply with ORS 656.017. 13. Assignment: Consultant shall not assign this Agreement or subcontract any portion of the Work without the written consent of City. Any attempted assignment or subcontract without written consent of City shall be void. Consultant shall be fully responsible for the acts or omissions of any assigns or subcontractors and of all persons employed by them, and the approval by City of any assignment or subcontract of the Work shall not create any contractual relation between the assignee or subcontractor and City. 14. Default. The Consultant shall be in default of this Agreement if Consultant: commits any material breach or default of any covenant,warranty, certification, or obligation under the Agreement; institutes an action for relief in bankruptcy or has instituted against it an action for insolvency; makes a general assignment for the benefit of creditors; or ceases doing business on a regular basis of the type identified in its obligations under the Agreement; or attempts to assign rights in, or delegate duties under,this Agreement. 15. Insurance. Consultant shall, at its own expense, maintain the following insurance: a. Worker's Compensation insurance in compliance with ORS 656.017,which requires subject employers to provide Oregon workers' compensation coverage for all their subject workers b. Professional Liability insurance with a combined single limit, or the equivalent, of not less than$2,000,000 (two million dollars)per occurrence. This is to cover any damages caused by error, omission or negligent acts related to the Work to be provided under this Agreement. c. General Liability insurance with a combined single limit, or the equivalent, of not less than $2,000,000 (two million dollars)per occurrence for Bodily Injury,Death, and Property Damage. d. Automobile Liability insurance with a combined single limit, or the equivalent, of not less than$1,000,000 (one million dollars) for each accident for Bodily Injury and Property Damage, including coverage for owned,hired or non-owned vehicles, as applicable. e. Notice of cancellation or change. There shall be no cancellation,material change,reduction of limits or intent not to renew the insurance coverage(s)without thirty (30)days' prior written notice from the Consultant or its insurer(s)to the City. f. Additional Insured/Certificates of Insurance. Consultant shall name the City of Ashland, Oregon, and its elected officials, officers and employees as Additional Insureds on any insurance policies, excluding Professional Liability and Workers' Compensation,required herein,but only with respect to Consultant's services to be provided under this Agreement. The consultant's insurance is primary and non-contributory. As evidence of the insurance coverages required Page 4 of 7: Personal Services Agreement with Cornforth Consultants Inc. by this Agreement,the Consultant shall furnish acceptable insurance certificates prior to commencing the Work under this Agreement. The certificate will specify all of the parties who are Additional Insureds. Insuring companies or entities are subject to the City's acceptance. If requested, complete copies of insurance policies; trust agreements, etc. shall be provided to the City. The Consultant shall be financially responsible for all pertinent deductibles, self-insured retentions, and/or self-insurance. 16. Nondiscrimination: Consultant agrees that no person shall, on the grounds of race, color, religion, creed, sex,marital status, familial status or domesticpartnership,national origin, age, mental or physical disability, sexual orientation, gender identity or source of income, suffer discrimination in the performance of any Work under this Agreement when employed by Consultant. Consultant agrees to comply with all applicable requirements of federal and state civil rights and rehabilitation statutes,rules and regulations. Further, Consultant agrees not to discriminate against a disadvantaged business enterprise, minority-owned business,woman- owned business, a business that a service-disabled veteran owns or an emerging small business enterprise certified under ORS 200.055, in awarding subcontracts as required by ORS 279A.110. 17. Consultant's Compliance With Tax Laws: 17.1 Consultant represents and warrants to the City that: 17.1.1 Consultant shall,throughout the term of this Agreement, including any extensions hereof, comply with: (i)All tax laws of the State of Oregon, including but not limited to ORS 305.620 and ORS Chapters 316, 317, and 318; (ii) Any tax provisions imposed by a political subdivision of the State of Oregon applicable to Consultant; and (iii) Any rules,regulations, charter provisions, or ordinances that implement or enforce any of the foregoing tax laws or provisions. 17.1.2 Consultant, for a period of no fewer than six(6) calendar years preceding the Effective Date of this Agreement, has faithfully complied with: (i) All tax laws of the State of Oregon, including but not limited to ORS 305.620 and ORS Chapters 316,317, and 318; (ii) Any tax provisions imposed by a political subdivision of the State of Oregon applicable to Consultant; and (iii) Any rules, regulations, charter provisions, or ordinances that implement or enforce any of the foregoing tax laws or provisions. 18. Notice. Whenever notice is required or permitted to be given under this Agreement, such notice shall be given in writing to the other party by personal delivery,by sending via a reputable commercial overnight courier, by mailing using registered or certified United States mail, return receipt requested,postage prepaid, or by electronically confirmed at the address or facsimile number set forth below: Page 5 of 7: Personal Services Agreement with Cornforth Consultants Inc. If to the City: City of Ashland -Public Works Department Attn: Contract Administrator 20 E. Main Street Ashland, Oregon 97520 Phone: (541) 488-5587 With a copy to: City of Ashland-Legal Department 20 E. Main Street Ashland, Oregon 97520 Phone: (541)488-5350 If to Consultant: Cornforth Consultants 10250 SW Greenburg Road, Suite 111 Portland, Oregon 97223 19. Governing Law. This Agreement shall be governed by the laws of the State of Oregon without regard to conflict of laws principles. Exclusive venue for litigation of any action arising under this Agreement shall be in the Circuit Court of the State of Oregon for Jackson County unless exclusive jurisdiction is in federal court, in which case exclusive venue shall be in the federal district court for the district of Oregon. Each party expressly waives any and all rights to maintain an action under this Agreement in any other venue, and expressly consents that, upon motion of the other party, any case may be dismissed or its venue transferred, as appropriate, so as to effectuate this choice of venue. 20. Amendments. This Agreement may be amended only by written instrument executed by both parties with the same formalities as this Agreement. 21. Nonappropriations Clause. Funds Available and Authorized: City has sufficient funds currently available and authorized for expenditure to finance the costs of this Agreement within the City's fiscal year budget. Consultant understands and agrees that City's payment of amounts under this Agreement attributable to Work performed after the last day of the current fiscal year is contingent on City appropriations, or other expenditure authority sufficient to allow City in the exercise of its reasonable administrative discretion,to continue to make payments under this Agreement. In the event City has insufficient appropriations, limitations or other expenditure authority, City may terminate this Agreement without penalty or liability to City, effective upon the delivery of written notice to Consultant,with no further liability to Consultant. 22. Standard of Care. Consultant shall perform services consistent with the professional skill and care ordinarily provided by consultants practicing in the same or similar locality under the same or similar circumstances ("Standard of Care"). The Consultant shall perform services as expeditiously as is consistent with such professional skill and care and the orderly progress of the Page 6 of 7: Personal Services Agreement with Comforth Consultants Inc. Project.Notwithstanding any other representations made elsewhere in this Agreement or in the execution of the Project,this Standard of Care shall not be modified. 23. THIS AGREEMENT AND THE ATTACHED EXHIBITS CONSTITUTE THE ENTIRE UNDERSTANDING AND AGREEMENT BETWEEN THE PARTIES. NO WAIVER, CONSENT,MODIFICATION OR CHANGE OF TERMS OF THIS AGREEMENT SHALL BIND EITHER PARTY UNLESS IN WRITING AND SIGNED BY BOTH PARTIES. SUCH WAIVER, CONSENT,MODIFICATION OR CHANGE, IF MADE, SHALL BE EFFECTIVE ONLY IN THE SPECIFIC INSTANCE AND FOR THE SPECIFIC PURPOSE GIVEN. THERE ARE NO UNDERSTANDINGS,AGREEMENTS, OR REPRESENTATIONS, ORAL OR WRITTEN,NOT SPECIFIED HEREIN REGARDING THIS AGREEMENT. CONSULTANT,BY SIGNATURE OF ITS AUTHORIZED REPRESENTATIVE,HEREBY ACKNOWLEDGES THAT HE/SHE HAS READ THIS AGREEMENT,UNDERSTANDS IT, AND AGREES TO BE BOUND BY ITS TERMS AND CONDITIONS. 24. Certification. Consultant shall sign the certification attached hereto as "Exhibit C" and incorporated herein by this reference. CITY OF ASHLAND: CORNFORTH CONSULT�(CONSULTANT): By: / By: --1'. City Manager Signature AAP S 01119v ( Gerry M.Heslin � Printed Name Printed Name I /2-1 (i,ii 2j. Vice President Date Title November 23, 2022 Date leg Purchase Purchase Order No. (W-9 is to be submitted with this signed Agreement) APPR: 1 = S TO FORM: Assistant City Attorney 11-13-22 Date Page 7 of 7: Personal Services Agreement with Cornforth Consultants Inc. EXHIBIT B CITY OF ASHLAND, OREGON City of Ashland LIVING ALL employers described WAG E below must comply with City of Ashland laws regulating •a ment of a livin. wa.e. $17.02 ,per hour, effective June 30, 2022. .41 The Living Wage is.adjusted annually every June.30 bythe Consumer Price Index.: Employees must be paid a portion of business of their 401K and IRS eligible living wage: employer, if the employer has cafeteria plans(including ten or more employees,and childcare) benefits to the has received financial amount of wages received by assistance for the project or the employee. D For all hours worked under a business from the City of service contract between their Ashland in excess of D Note: For temporary and employer and the City of $24,050.68. part-time employees,the Ashland if the contract Living Wage does not apply exceeds$24,050.68 or more. D If their employer is the City of to the first 1040 hours worked Ashland, including the Parks in any calendar year. For D For all hours worked in a and Recreation Department. more details, please see month if the employee spends Ashland Municipal Code 50%or more of the D In calculating the living wage, Section 3.12.020. employee's time in that month employers may add the value working on a project or of health care, retirement, For additional information: Call the Ashland City Administrator's office at 541-488-6002 or write to the City Administrator, City Hall, 20 East Main Street, Ashland, OR 97520, or visit the City's website at www.ashland.or.us. Notice to Employers: This notice must be posted predominantly in areas where it can be seen by all employees. CITY OF ASHLAND Page 1 of 1 EXHIBIT B EXHIBIT C CERTIFICATIONS/REPRESENTATIONS: Consultant, by and through its authorized representative,under penalty of perjury, certifies that(a)the number shown on the attached W-9 form is its correct taxpayer ID (or is waiting for the number to be issued to it and (b) Consultant is not subject to backup withholding because: (i) it is exempt from backup withholding, or(ii) it has not been notified by the Internal Revenue Service (IRS)that it is subject to backup withholding as a result of a failure to report all interest or dividends, or(iii)the IRS has notified it that it is no longer subject to backup withholding. Consultant further represents and warrants to City that: (a) it has the power and authority to enter into this Agreement and perform the Work, (b)the Agreement,when executed and delivered, shall be a valid and binding obligation of Consultant enforceable in accordance with its terms, (c)the work under the Agreement shall be performed in accordance with the highest professional standards„and (d) Consultant is qualified,professionally competent, and duly licensed(if applicable)to perform the Work. Consultant also certifies under penalty of perjury that its business is not in violation of any Oregon tax laws, it is an independent contractor as defined in the Agreement, it is authorized to do business in the State of Oregon, and Consultant has checked four or more of the following criteria that apply to its business. x (1) Consultant carries out the work or services at a location separate from a private residence or is in a specific portion of a private residence, set aside as the location of the business. (2) Commercial advertising or business cards or a trade association membership are purchased for the business. x (3) Telephone listing is used for the business separate from the personal residence listing. x (4)Labor or services are performed only pursuant to written contracts. x (5)Labor or services are performed for two or more different persons within a period of one year. x (6) Consultant assumes fmancial responsibility for defective workmanship or for service not provided as evidenced by the ownership of performance bonds, warranties, errors and omission(professional liability) insurance or liability insurance relating to the Work or services to be provided. ... Consultant's signature November 23,2022 Date Page 1 of 1 EXHIBIT C Council Business Meeting November 1, 2022 Personal Services Contract with Cornforth Consultants for Federal Energy Agenda Item Regulatory Commission — Part 12 Level 2 Risk Analysis Probabilistic Loading Conditions Development From Scott Fleury PE Public Works Director Contact Scott.fleury c(�ashland.or.us 541-552-2412 SUMMARY Before.the Council is a contract for professional engineering services with Cornforth Consultants in the amount of $232,500 for development of probabilistic loading conditions (seismic& flood) for Hosler Dam as part of the Comprehensive Assessment(CA) and Level 2 Risk Analysis (L2RA)requirements of the Federal Energy Regulatory Commission(FERC) Part 12 program. POLICIES,PLANS & GOALS SUPPORTED City Council Goals: Essential Services • Drinking Water System • Stormwater Enhance Value Services: • Water Conservation • Address Climate Change Department Goals: • Maintain existing infrastructure to meet regulatory requirements and minimize life-cycle costs • Deliver timely life cycle capital improvement projects • Maintain and improve infrastructure that enhances the economic vitality of the community • Evaluate all city infrastructure regarding planning management and financial resources PREVIOUS COUNCIL ACTION The City Council previously approved a professional services contract with Cornforth Consultants to perform the 2018 Part 12 Inspection(Staff Report). The Council has also approved numerous other professional services contracts for Dam Safety Analysis and Improvements. BACKGROUND AND ADDITIONAL INFORMATION The City of Ashland generates hydroelectric power at the Reeder Gulch Powerplant located at the water treatment plant site adjacent to Ashland Creek. As a generator of hydroelectric power,the City falls under the regulatory control of FERC, specifically the Part 12 Safety Inspection program. The Part 12 program is meant to ensure the safe operation of the system and provide protection for the citizens of Ashland. The City has numerous obligations to adhere to for compliance under the FERC.Part 12 Safety Inspection Guidelines. As part of the Part 12D requirements,the City is required to hire an independent consultant every five years to inspect the project and develop a final report that is submitted to FERC for review and comment. In 2022 an update to Chapter 18 Code of Federal Regulations (CFR)Part 12 was released setting new standards for the Dam Safety Inspections that fall under the FERC regulatory umbrella. The updated program now requires a Page 1 of 4 CITY OF ASHLAND Comprehensive Assessment(CA) and Periodic Inspection(PI). The CA and PI are performed on alternating five (5)year schedules and FERC has required the 2023 Part 12-D for the City be the first CA for the project. The CA requires an inspection of the project by an Independent Consultant, facilitation of a Potential Failure Modes Workshop and facilitation of a L2RA Workshop. The scope of work as part of this personal services contract is focused on developing the loading curves required to facilitate the L2RA workshop. Staff will bring forward another contract for the full CA portion of the project at a future date that will include review of all project documentation,physical site inspection and facilitation of the PFMA and L2RA workshops (see CA tasks outlined below). It is time imperative to begin development of the loading curves as soon as possible in order to schedule the inspection and workshops in 2023 and produce the final reporting requirements by the end of 2023. The purpose of the L2RA is to: • Evaluate the project potential failure modes and associated risks; • Identify and prioritize the need for additional studies; • Identify and prioritize any data collection and analyses; • Identify operations and maintenance,monitoring, emergency action plan,training and other recurrent needs; • Provide a better understanding of potential failure modes and a basis for future dam safety inspections and activities; • Provide support to inform dam safety decisions for taking action(or not)to better define risks through higher level studies, or reduce risks. L2RA Loading Conditions: • Hydrologic loading(probabilistic hydrologic hazard curves). Of particular note are the frequencies of: the flood of record,the flood at the peak spillway capacity,the flood at the dam crest, and the projected frequency of the probable maximum flood(PMF). • Seismic loading(probabilistic seismic hazard curves). Of particular note are the ground motions associated with the approximate return period of the maximum credible earthquake(MCE) and the ground motions used in any previously performed seismic analyses along with their approximate return period. Previous analysis done over time associated with the project has produced some of the information required to develop the loading conditions,but significant additional work is required, specifically to develop the seismic hazard curves. Page 2 of 4 CITY OF ASH LAN D Figure 1: L2RA Analysis Process LEVEL2' 1i*.: 'NALYSIS.PROCEss Credible? Rn-nA';,k, Enp arirtr Y= •• • ,°Otenti5 44.E Reds*„ ;ObltC¢ffitnsiwt;Or1 ti. v,,,:. r. .earjxx, , •tis rpmPFMA �ft+wteat/ lap Cemequenwc gauhnv/f):0011' Estimat?s' ;triad ingFitrquency: Estgytef%r CurvEs' Pbtantreth i slgnni',car4 Consider Q[.,, i, (ieterYOF Ikv. . POO- iirir t ; ►'' Hytitc1e t`e• v. r(ilinaancn, 5EL41�1? Sc'ei ands . Ho. • rlarOdtE ,‘p ',4'64.6. 1-"q6'''i signlflcailt PERI T5'4".1R1?tY 11aUo}.le7e'3oF Eccii Qn'' P(Mi,cast?s> ?fod;_ UigeslrFFM Irofli , �i t. der2 ';i ;{tisk"Analysis- . #F�"+I'A,. ' I Re,fames • I PD149gtwncv' f * 3.. Deterellae CrlUeal load Cage ' . I _ _ ,Oliiiii10 Failure.: .Estlrst2te , ';'Lik icons Cciiiscz rene61. i - t Est{)ate•OMLi' Est1a ate LNwftta•oi :.CoiGegtEnice Caiegorfas t:atttorF la eterr,mr0[anf Encu_ idotifytiskReduction ',iildUne ryr.iri P Mt?asuirsard, '-Estireiates"_ MaregeinentActbns' `2Eirtiaept' 'r-•-•+::.v'..; Prot P_ FMS,mtRISli'; ',Jtistirirattons, , Comprehensive Assessment Tasks: 1. Develop Part 12D Inspection Plan and IC Team Proposal a. IC and team must meet requirements of 12 CFR(D) 12.31 b. IC Approval Requirements: 12 CFR(D) 12.34 c. Facilitators Required for L2RA and PFMA 2. Review of Prior Reports to Develop Pre-Inspection Preparation Report 3. Prepare Pre-Inspection Preparation Report(PIPR) a. 12 CFR(D) 12.42 4. General Field Inspection a. 12 CFR(D) 12.32 Page 3 of 4 CITY OF ASHLAND 5. Facilitate,Develop all Requirements and Documentation for the PFMA Session a. Failure has been revised to include not only the loss of the reservoir, but also the inability of the project features or components to perform their intended function and the project features or components performing in an impaired or compromised fashion. This includes misoperation of project elements. 6. Facilitate,Develop all Requirements Documentation for the L2RA Session (current phase) 7. Develop full CA Report following Guidelines a. 12 CFR(D) 12.38 8. Facilitate CA Review Meeting 9. Assist City as needed in Developing Corrective Measures Plan and Schedule FISCAL IMPACTS FERC Part 12 requirements are split between the Public Works and Electric Departments. The proposed fee of $232,500 for the L2RA loading conditions development will be covered by current appropriations within the 2021- 2023 Biennium Budget. STAFF RECOMMENDATION Staff recommends approval of the personal services contract with Cornforth Consultants. ACTIONS, OPTIONS & POTENTIAL MOTIONS I move to approve a personal services contract with Cornforth Consultants in and amount not to exceed $232,500 REFERENCES &ATTACHMENTS Attachment#1: Professional Services Contract-Cornforth Consultants Link#1: Engineering Guidelines for the Evaluation of Hydropower Projects (FERC Guidelines) Reference: • Chapter 16—Partl2D Program • Chapter 18—Level 2 Risk Analysis Page 4 of 4 CITY OF ASHLAND Client#:242925 CORNCON3 ACORDT. CERTIFICATE OF LIABILITY INSURANCE DATE(MMIDD/YYYY)11/08/2022 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 any rights to the certificate holder in lieu of such endorsement(s). PRODUCER NAMEACT Trudy Henry Greyling Ins. Brokerage/EPIC I PHO IC,N 770-552-4225 FAX (ANEo,Ext): (A/C,No): 3780 Mansell Rd.Suite 370 aooRless: ACECCertificates@greyling.com Alpharetta,GA 30022 INSURER(S)AFFORDING COVERAGE NAIC# INSURER A:Hartford Accident&Indemnity Company 22357 INSUREDINSURER B:Twin City Fire Insurance CO. 29459 Cornforth Consultants,Inc. Hartford Underwriters Ins.Co. 30104 10250 SW Greenburg Rd.Suite 111 INSURER c: INSURER D: Portland,OR 97223 INSURER E: INSURER F: COVERAGES CERTIFICATE NUMBER: 22-23 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. LTRP R TYPE OF INSURANCE NSR WVD POLICY NUMBER (MMIDDYIYYYY) (MM/DDY/YYYYYYY) LIMITS A x COMMERCIAL GENERAL LIABILITY 20SBWAT9U6W 11/01/2022 11/01/2023 EACH OCCURRENCE $2,000,000 CLAIMS-MADE X OCCUR PREMISES(QEa oo u ence) $2,000,000 MED EXP(Any one person) $10,000 PERSONAL&ADV INJURY $2,000,000 GEN'LAGGREGATE LIMIT APPLIES PER: GENERAL AGGREGATE $4,000,000 PRO- POLICY X ECT LOC PRODUCTS-COMP/OPAGG $4,000,000 OTHER: $ C AUTOMOBILE LIABILITY 2OUEGNS5O13 11/01/2022 11/01/2023 COMBIaccideNEDnt)SINGLELIMIT $1,000,000 (Ea X ANY AUTO BODILY INJURY(Per person) $ OWNED SCHEDULED AUTOS ONLY AUTOS BODILY INJURY(Per accident) $ X AUTOS ONLY X NON-OWNED PROPERTY.DAMAGE _ AUTOS ONLY (Per accident) $ A x UMBRELLA LIAB X OCCUR 20SBWAT9U6W 11/01/2022 11/01/2023 EACH OCCURRENCE $2,000,000 EXCESS LIAB CLAIMS-MADE AGGREGATE $2,000,000 DED X RETENTION.$10000 $. B WORKERS COMPENSATION 20WBGAB8U2G 11/01/2022 11/01/2023 X. STATUTE ERH AND EMPLOYERS'LIABILITY ANY PROPRIETOR/PARTNER/EXECUTIVE Y/N E.L.EACH ACCIDENT $1,000,000 OFFICER/MEMBER EXCLUDED? N N/A (Mandatory In NH) E.L.DISEASE-EA EMPLOYEE $1,000,000 If yes,describe under DESCRIPTION OF OPERATIONS below E.L.DISEASE-POLICY LIMIT $1,000,000 DESCRIPTION OF OPERATIONS/LOCATIONS/VEHICLES(ACORD 101,Additional Remarks Schedule,may be attached If more space is required) Re: Project-CCI Job No.3074-2023 Hosier Dam Pat 12 Comprehensive Assessment. City of Ashland,Oregon,and its elected officials,officers and employees are named as Additional Insureds on the above referenced liability policies with the exception of workers compensation where required by written contract. The above referenced liability policies with the exception of workers compensation and umbrella liability (See Attached Descriptions) CERTIFICATE HOLDER CANCELLATION Cityof Ashland SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE. THEREOF, NOTICE WILL BE DELIVERED IN 20 East Main Street ACCORDANCE WITH THE POLICY•PROVISIONS. Ashland,OR 97520 AUTHORIZED REPRESENTATIVE I A04.4( ©1988-2015 ACORD CORPORATION.All rights reserved. ACORD 25(2016/03) 1 of 2 The ACORD name and logo are registered marks of ACORD #S4968637/M4952597 RGUO1 DESCRIPTIONS (Continued from Page'1)' are primary&non contributory where required by written contract. Should any of the above described policies be cancelled by the issuing insurer before the expiration date thereof,30 days'written notice(except 10 days for nonpayment of premium)will be provided to the Certificate Holder. SAGITTA 25.3(2016/03) 2 of 2 #S4968637/M4952597 Client#:320005 CORNFCON ACORDTM CERTIFICATE OF LIABILITY INSURANCE DATE(MM/DD/YYYY)11/09/2022 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 any rights to the certificate holder in lieu of such endorsement(s). PRODUCER CONTACT NAME: Please See Below USI Insurance Services NW PR PHONE 206 441-6300 FAx 610-362-8530 (A1C,No,Ext): (AIC,No): 601 Union Street,Suite 1000 E-MAIL Seattle.PLCertRe uest usi.com Seattle,WA 98101 ADDRESS: q INSURER(S)AFFORDING COVERAGE. NAIC# INSURER A:Berkley Insurance Company 32603 INSURED INSURER B Cornforth Consultants,Inc. INSURER C 10250 SW Greenburg Rd.,Suite 111 Portland,OR 97223-5460 INSURER D: INSURER E: 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.) LTR TYPE OF INSURANCE ADDL SUBR POLICY EFF POLICY EXP INSRWVD POLICY NUMBER (MM/DD/YYYY) (MM/DD/YYYY) LIMITS COMMERCIAL GENERAL LIABILITY EACH OCCURRENCET _$ CLAIMS-MADE OCCUR PREMISES(Ea occu once) $ MED EXP(Any one person) $ PERSONAL&ADV INJURY $ GEN'L AGGREGATE LIMIT APPLIES PER: GENERAL AGGREGATE $ PRO- POLICY JECT LOC PRODUCTS-COMP/OP AGG $ OTHER: $ AUTOMOBILE LIABILITY COMBINED SINGLE LIMIT (Ea accident) $ ANY AUTO BODILY INJURY(Per person) $ OWNED SCHEDULED AUTOS ONLY AUTOS BODILY INJURY(Per accident) $ HIRED NON-OWNED PROPERTY DAMAGE AUTOS ONLY _ AUTOS ONLY (Per accident) _ $ UMBRELLA LIAB OCCUR EACH OCCURRENCE $ EXCESS LIAB CLAIMS-MADE AGGREGATE $ DED RETENTION$ $ WORKERS COMPENSATION PER OTH- AND EMPLOYERS'LIABILITYY/N _- STATUTE ER ANY PROPRIETOR/PARTNER/EXECUTIVE E.L.EACH ACCIDENT $ OFFICER/MEMBER EXCLUDED? N/A -- -- - (Mandatory In NH) E.L.DISEASE-EA EMPLOYEE $ If yes,describe under DESCRIPTION OF OPERATIONS below E.L.DISEASE-POLICY LIMIT $ A Professional X AEC906007407 11/01/2022 11/01/2023 $2,000,000 per claim Liability $4,000,000 annl aggr. Incl.Pollution DESCRIPTION OF OPERATIONS/LOCATIONS/VEHICLES(ACORD 101,Additional Remarks Schedule,may be attached If more space is required) RE: Project Name:CCI Job No.3074-2023 Hosier Dam Pat 12 Comprehensive Assessment,Ashland,OR. The Professional Liability policy provides a Waiver of Subrogation when required by written contract. Should the Professional Liability policy be cancelled before the expiration date thereof,notice will be delivered in accordance with the policy provisions. CERTIFICATE HOLDER CANCELLATION City of Ashland SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN 20 East Main Street ACCORDANCE WITH THE POLICY PROVISIONS. Ashland,OR 97520 AUTHORIZED REPRESENTATIVE ©1988-2015 ACORD CORPORATION.All rights reserved. ACORD 25(2016/03) 1 of 1 The ACORD name and logo are registered marks of ACORD #S38005048/M37931506 DARZP This page has been left blank intentionally. POLICY:AEC-906007407 Berkley Insurance Company Architects, Engineers & Consultants Professional Liability Contractor's Pollution Liability Cyber Liability Media and Personal Injury Liability NOTICE: THIS IS A CLAIMS MADE AND REPORTED IN WRITING POLICY. SUBJECT TO ITS PROVISIONS, COVERAGE APPLIES ONLY TO CLAIMS THAT ARE FIRST MADE AGAINST THE INSURED' DURING A POLICY YEAR AND FIRST REPORTED TO US IN WRITING WITHIN THAT SAME POLICY YEAR, OR WITHIN ONE HUNDRED AND TWENTY (120) DAYS AFTER THE END OF SUCH POLICY YEAR, UNLESS AN OPTIONAL EXTENDED REPORTING PERIOD APPLIES. THIS POLICY CONTAINS PROVISIONS THAT LIMIT THE AMOUNT OF CLAIM EXPENSES THE COMPANY IS RESPONSIBLE TO PAY IN CONNECTION WITH CLAIMS. THE PAYMENT OF CLAIM EXPENSES WILL REDUCE THE LIMITS OF LIABILITY STATED IN ITEM 3 OF THE DECLARATIONS. PLEASE READ THE POLICY CAREFULLY. The words"we," "us" and "our" mean the Insurance Company listed in the Declarations Page of this Policy. The words"you" and"your"mean any person or entity described in the definition of Insured. Words in bold print have special meanings defined in Section VI. Definitions. In consideration of the payment of the Policy premium stated in Item 5 of the Declarations,and subject to all the terms,and in reliance upon the statements made in the application,which either is attached to this Policy or shall be deemed attached to this Policy by this provision,we agree with you as follows: I. Insuring Agreements We will pay up to the Limits of Liability and subject to the Deductible stated in the Declarations all sums that the Insured becomes legally obligated to pay as Damages and Claim Expenses resulting from a Claim first made against the Insured during the Policy Year and first reported to us in writing during the same Policy Year,or within 120 days after the end of such Policy Year,provided that: A. Architects and Engineers Professional Liability 1. The Claim arises out of a Wrongful Act in, or Pollution Incident from, the performance of your Professional Services; 2. The Wrongful Act or Pollution Incident took place on or after the Retroactive Date stated in the Declarations and before the end of the same Policy Year the Claim was first made;and 3. Prior to the Knowledge Date stated in the Declarations, none of the Principal Insureds knew or could have reasonably expected that any subject Professional Services might give rise to a Claim. B. Contractor's Pollution Liability 1. The Claim arises out of a Pollution Incident from the performance of your Contractor Services; 2. The Contractor Services took place on or after the Retroactive Date stated in the Declarations and before the end of the same Policy Year the Claim was first made;and 3. Prior to the Knowledge Date stated in the Declarations, none of the Principal Insureds knew or could have reasonably expected that any subject Contractor Services might give rise to a Claim. C. Cyber Liability 1. The Claim arises out of a Wrongful Act in the performance of your Professional Services and that: a. is specifically related to Information Technology Services;or b. results in the failure of Information Technology Products to perform the function or serve the purpose intended;or c. results in a Cyber Security Breach;and BDP0417001 Page 1 of 9 t r BERKLEY INSURANCE COMPANY 2. The each Claim limit shown in Item 3A of the Declarations is the most we will pay for the sum of all Damages and Claim Expenses arising out of any single Claim. Two or more Claims considered a single Claim shall collectively be subject to the each Claim limit of liability shown in Item 3A of the Declarations. 3. The each Claim limit is the most we will pay for the sum of all Damages and Claim Expenses arising out of any single Claim regardless of how many Insuring Agreements may apply to such Claim. 4. The Policy Year Aggregate limit shown in Item 3B of the Declarations is the most we will pay for the sum of all Damages and Claim Expenses for all Claims made and reported during each Policy Year. 5. The payment of Damages and Claim Expenses will reduce the each Claim limit. F. Deductible You must pay the Deductible for Claim Expenses and Damages covered by this Policy before we are obligated to make any payment under the each Claim limit. The Deductible must be paid from your own account,and payments by other parties or insurers on your behalf shall not satisfy the Deductible. We have the right to determine the reasonableness of Claim Expenses that qualify to satisfy the Deductible. The Deductible for each Claim is set forth in Item 4A of the Declarations. The Policy Year Aggregate Deductible shown in Item 4B of the Declarations is the most the Named Insured must pay as a Deductible for the sum of all Claims made and reported during each Policy Year. G. Deductible Credits 1. Mediation Credit: Your Deductible obligation may be reduced by 50%,subject to a maximum reduction of$15,000 if you agree with our decision to use Mediation and the Claim is fully and finally resolved by such Mediation. 2. Risk Management Credit Your Deductible obligation may be reduced by 50%,subject to a maximum reduction of $25,000 if prior to the report date of a Claim, there is a signed, written and enforceable agreement for the Professional Services involved in the Claim,and it includes a clause limiting your liability to$250,000 or less. 3. First Claim Deductible Credit If the first Claim you ever report to us is made against you: a. Greater than 24 months after the Knowledge Date shown on the Policy Declarations,then your Deductible obligation for that Claim may be reduced by 25%,subject to a maximum reduction of$40,000;or b. Greater than 36 months after the Knowledge Date shown on the Policy Declarations,then your Deductible obligation for that Claim may be reduced by 50%,subject to a maximum reduction of$40,000. If more than one Deductible Credit applies,your Deductible obligation will be reduced by 50%, subject to a maximum reduction of$50,000. H. Notice of Cancellation and Nonrenewal This Policy may be canceled by the Named Insured identified in the Declarations, by surrender of the Policy to us or our authorized representative or by giving us written notice stating when,thereafter,such cancellation shall be effective. We will not cancel this Policy except for nonpayment of premium,fraud or material misrepresentation in procuring this insurance or in relation to any Claim, or changes in law affecting this Policy. If we cancel this Policy, we will mail or deliver to the first Named Insured,on behalf of all Insureds,written notice of cancellation. We will provide you at least ten(10)days-notice before the effective date of cancellation if we cancel for nonpayment of premium. If we cancel for any other reason,we will provide at least sixty(60)days-notice before the effective date of cancellation. If this Policy is canceled,we will send the first Named Insured any premium refund due. The refund will be pro rata. The cancellation will be effective even if we have not made or offered a refund. We will give you written notice sixty (60) days prior to the expiration of this Policy if we do not intend to renew this insurance subject to any state requirements. The notice will include our reason for nonrenewal. Proof of mailing will be sufficient proof of notice. Other Insurance If there is other collectible insurance, including but not limited to other professional liability insurance or project specific insurance,that applies to a Claim covered by this Policy,the other insurance shall be primary and this Policy shall be excess over the other insurance,unless the other insurance is written specifically excess of this Policy. This Policy will then apply to the amount of the Claim that exceeds the available limits of liability and any deductibles or retention amounts of the other insurance,as well as the Deductible under this Policy. If such other insurance has a duty to defend a Claim or assumes the defense of a Claim,this Policy shall not be obligated to defend that Claim. Q Subrogation In the event of any payment under this Policy,we shall be subrogated to all of your rights of recovery against any person or organization. You must do everything reasonably necessary to secure such rights and must do nothing after a Claim is made to jeopardize them. We hereby waive our subrogation rights against a client of yours to the extent that you had, prior to a Claim or Circumstance,entered into a written agreement to waive such rights. Any recovery shall first be paid to us up to the extent of any Damages or Claim Expenses paid by us and the balance shall be paid to you. K. First Named Insured as Sole Agent The first Named Insured in Item 1 of the Declarations will be the sole agent and will act on behalf of all Insureds for the payment or return of premium, receipt and acceptance of any endorsements, notices or provisions of this Policy, giving or receiving notice of cancellation or nonrenewal, the payment of any Deductibles, and to exercise the rights provided in Section Q Extended Reporting Period Option. L. Alteration and Assignment BDP0417001 Page 8 of 9