The URL can be used to link to this page

Home My WebLink AboutIndependent Contractor Services Agmt with AME Electric for WWTP Aeration Basin PLC UpgradesAGREEMENT FOR INDEPENDENT CONTRACTOR SERVICES WWTP AERATION BASIN PLC UPGRADES PROJECT # 10521.0 THIS AGREEMENT FOR INDEPENDENT CONTRACTOR SERVICES is made this 5th day of May, 2015, and entered into by and between the City of Meridian, a municipal corporation organized under the laws of the State of Idaho, hereinafter referred to as "CITY", 33 East Broadway Avenue, Meridian, Idaho 83642, and AME Electric, Inc., hereinafter referred to as "CONTRACTOR", whose business address is 3621 Arthur Street, Caldwell, ID 83605 and whose Public Works Contractor License # is PWC -C11544 -AA -4. INTRODUCTION Whereas, the City has a need for services involving Installing PLC's; and WHEREAS, the Contractor is specially trained, experienced and competent to perform and has agreed to provide such services; NOW, THEREFORE, in consideration of the mutual promises, covenants, terms and conditions hereinafter contained, the parties agree as follows: TERMS AND CONDITIONS Scope of Work: 1.1 CONTRACTOR shall perform and furnish to the City upon execution of this Agreement and receipt of the City's written notice to proceed, all services and work, and comply in all respects, as specified in the document titled "Scope of Work" a copy of which is attached hereto as Attachment "A" and incorporated herein by this reference, together with any amendments that may be agreed to in writing by the parties. 1.2 All documents, drawings and written work product prepared or produced by the Contractor under this Agreement, including without limitation electronic data files, are the property of the Contractor; provided, however, the City shall have the right to reproduce, publish and use all such work, or any part thereof, in any manner and for any purposes whatsoever and to authorize others to do so. If any such work is copyrightable, the Contractor may copyright the same, except that, as to any work which is copyrighted by the Contractor, the City reserves a royalty -free, non-exclusive, and irrevocable license to reproduce, publish and use such work, or any part thereof, and to authorize others to do so. 1.3 The Contractor shall provide services and work under this Agreement consistent with the requirements and standards established by applicable federal, state and city laws, ordinances, regulations and resolutions. The Contractor represents and warrants that it will perform its work in accordance with generally WWTP AERATIONBASIN PLC UPGRADES page 1 of 11 Project 10521.0 accepted industry standards and practices for the profession or professions that are used in performance of this Agreement and that are in effect at the time of performance of this Agreement. Except for that representation and any representations made or contained in any proposal submitted by the Contractor and any reports or opinions prepared or issued as part of the work performed by the Contractor under this Agreement, Contractor makes no other warranties, either express or implied, as part of this Agreement. 1.4 Services and work provided by the Contractor at the City's request under this Agreement will be performed in a timely manner in accordance with a Schedule of Work, which the parties hereto shall agree to. The Schedule of Work may be revised from time to time upon mutual written consent of the parties. 2. Consideration 2.1 The Contractor shall be compensated on a Not -To -Exceed basis as provided in Attachment B "Payment Schedule" attached hereto and by reference made a part hereof for the Not -To -Exceed amount of $52,486.00. 2.2 The Contractor shall provide the City with a monthly statement and supporting invoices, as the work warrants, of fees earned and costs incurred for services provided during the billing period, which the City will pay within 30 days of receipt of a correct invoice and approval by the City. The City will not withhold any Federal or State income taxes or Social Security Tax from any payment made by City to Contractor under the terms and conditions of this Agreement. Payment of all taxes and other assessments on such sums is the sole responsibility of Contractor. 2.3 Except as expressly provided in this Agreement, Contractor shall not be entitled to receive from the City any additional consideration, compensation, salary, wages, or other type of remuneration for services rendered under this Agreement including, but not limited to, meals, lodging, transportation, drawings, renderings or mockups. Specifically, Contractor shall not be entitled by virtue of this Agreement to consideration in the form of overtime, health insurance benefits, retirement benefits, paid holidays or other paid leaves of absence of any type or kind whatsoever. 3. Term: 3.1 This agreement shall become effective upon execution by both parties, and shall expire upon (a) completion of the agreed upon work, (b) or unless sooner terminated as provided in Sections 3.2, 3.3, and Section 4 below or unless some other method or time of termination is listed in Attachment A. 3.2 Should Contractor default in the performance of this Agreement or materially breach any of its provisions, City, at City's option, may terminate this Agreement by giving written notification to Contractor. WWTP AERATIONBASIN PLC UPGRADES page 2 of 11 Project 10521.0 3.3 Should City fail to pay Contractor all or any part of the compensation set forth in Attachment B of this Agreement on the date due, Contractor, at the Contractor's option, may terminate this Agreement if the failure is not remedied by the City within thirty (30) days from the date payment is due. 3.4 TIME FOR EXECUTING CONTRACT AND LIQUIDATED DAMAGES Substantial Completion shall be accomplished within 50 (fifty) calendar days from Notice to Proceed. This project shall be considered Substantially Complete when the Owner has full and unrestricted use and benefit of the facilities, both from an operational and safety standpoint, and only minor incidental work, corrections or repairs remain for the physical completion of the total contract. Contractor shall be liable to the City for any delay beyond this time period in the amount of $500.00 (five hundred dollars) per calendar day. Such payment shall be construed to be liquidated damages by the Contractor in lieu of any claim or damage because of such delay and not be construed as a penalty. Upon receipt of a Notice to Proceed, the Contractor shall have 64 (sixty-four) calendar days to complete the work as described herein. Contractor shall be liable to the City for any delay beyond this time period in the amount of $500.00 (five hundred dollars) per calendar day. Such payment shall be construed to be liquidated damages by the Contractor in lieu of any claim or damage because of such delay and not be construed as a penalty. See Milestones listed below for Substantial Completion 4. Termination: 4.1 If, through any cause, CONTRACTOR, its officers, employees, or agents fails to fulfill in a timely and proper manner its obligations under this Agreement, violates any of the covenants, agreements, or stipulations of this Agreement, falsifies any record or document required to be prepared under this agreement, engages in fraud, dishonesty, or any other act of misconduct in the performance of this contract, or if the City Council determines that termination of this Agreement is in the best interest of CITY, the CITY shall thereupon have the right to terminate this Agreement by giving written notice to CONTRACTOR of such termination and specifying the effective date thereof at least fifteen (15) days before the effective date of such termination. CONTRACTOR may terminate this agreement at any time by giving at least sixty (60) days notice to CITY. In the event of any termination of this Agreement, all finished or unfinished documents, data, and reports prepared by CONTRACTOR under this Agreement shall, at the option of the CITY, become its property, and CONTRACTOR shall be entitled to receive just and equitable compensation for any work satisfactorily complete hereunder. 4.2 Notwithstanding the above, CONTRACTOR shall not be relieved of liability to the CITY for damages sustained by the CITY by virtue of any breach of this Agreement by CONTRACTOR, and the CITY may withhold any payments to WWTP AERATIONBASIN PLC UPGRADES page 3 of 11 Project 10521.0 CONTRACTOR for the purposes of set-off until such time as the exact amount of damages due the CITY from CONTRACTOR is determined. This provision shall survive the termination of this agreement and shall not relieve CONTRACTOR of its liability to the CITY for damages. 5. Independent Contractor: 5.1 In all matters pertaining to this agreement, CONTRACTOR shall be acting as an independent contractor, and neither CONTRACTOR nor any officer, employee or agent of CONTRACTOR will be deemed an employee of CITY. Except as expressly provided in Attachment A, Contractor has no authority or responsibility to exercise any rights or power vested in the City and therefore has no authority to bind or incur any obligation on behalf of the City. The selection and designation of the personnel of the CITY in the performance of this agreement shall be made by the CITY. 5.2 Contractor, its agents, officers, and employees are and at all times during the term of this Agreement shall represent and conduct themselves as independent contractors and not as employees of the City. 5.3 Contractor shall determine the method, details and means of performing the work and services to be provided by Contractor under this Agreement. Contractor shall be responsible to City only for the requirements and results specified in this Agreement and, except as expressly provided in this Agreement, shall not be subjected to City's control with respect to the physical action or activities of Contractor in fulfillment of this Agreement. If in the performance of this Agreement any third persons are employed by Contractor, such persons shall be entirely and exclusively under the direction and supervision and control of the Contractor. 6. Indemnification and Insurance: 6.1 CONTRACTOR shall indemnify and save and hold harmless CITY from and for any and all losses, claims, actions, judgments for damages, or injury to persons or property and losses and expenses and other costs including litigation costs and attorney's fees, arising out of, resulting from, or in connection with the performance of this Agreement by the CONTRACTOR, its servants, agents, officers, employees, guests, and business invitees, and not caused by or arising out of the tortious conduct of CITY or its employees. CONTRACTOR shall maintain, and specifically agrees that it will maintain, throughout the term of this Agreement, liability insurance, in which the CITY shall be named an additional insured in the minimum amounts as follow: General Liability One Million Dollars ($1,000,000) per incident or occurrence, Automobile Liability Insurance One Million Dollars ($1,000,000) per incident or occurrence and Workers' Compensation Insurance, in the statutory limits as required by law.. The limits of insurance shall not be deemed a limitation of the covenants to indemnify and save and hold harmless CITY; and if CITY becomes liable for an amount in excess of the insurance limits, herein provided, CONTRACTOR covenants and agrees to indemnify and save and hold harmless CITY from and for all such losses, claims, actions, or judgments for WWTP AERATIONBASIN PLC UPGRADES page 4 of 11 Project 10521.0 damages or injury to persons or property and other costs, including litigation costs and attorneys' fees, arising out of, resulting from , or in connection with the performance of this Agreement by the Contractor or Contractor's officers, employs, agents, representatives or subcontractors and resulting in or attributable to personal injury, death, or damage or destruction to tangible or intangible property, including use of. CONTRACTOR shall provide CITY with a Certificate of Insurance, or other proof of insurance evidencing CONTRACTOR'S compliance with the requirements of this paragraph and file such proof of insurance with the CITY at least ten (10) days prior to the date Contractor begins performance of it's obligations under this Agreement. In the event the insurance minimums are changed, CONTRACTOR shall immediately submit proof of compliance with the changed limits. Evidence of all insurance shall be submitted to the City Purchasing Agent with a copy to Meridian City Accounting, 33 East Broadway Avenue, Meridian, Idaho 83642. 6.2 Any deductibles, self-insured retention, or named insureds must be declared in writing and approved by the City. At the option of the City, either: the insurer shall reduce or eliminate such deductibles, self-insured retentions or named insureds; or the Contractor shall provide a bond, cash or letter of credit guaranteeing payment of losses and related investigations, claim administration and defense expenses. 6.3 To the extent of the indemnity in this contract, Contractor's Insurance coverage shall be primary insurance regarding the City's elected officers, officials, employees and volunteers. Any insurance or self-insurance maintained by the City or the City's elected officers, officials, employees and volunteers shall be excess of the Contractor's insurance and shall not contribute with Contractor's insurance except as to the extent of City's negligence. 6.4 The Contractor's insurance shall apply separately to each insured against whom claim is made or suit is brought, except with respect to the limits of the insurer's liability. 6.5 All insurance coverages for subcontractors shall be subject to all of the insurance and indemnity requirements stated herein. 6.6 The limits of insurance described herein shall not limit the liability of the Contractor and Contractor's agents, representatives, employees or subcontractors. 7. Bonds: Payment and Performance Bonds are required on all Public Works Improvement Projects per the ISPWC and the City of Meridian Supplemental Specifications & Drawings to the ISPWC, which by this reference are made a part hereof. 8. Warranty: All construction and equipment provided under this agreement shall be warranted for 2 years from the date of the City of Meridian acceptance per the ISPWC and the Meridian Supplemental Specifications & Drawings to the ISPWC and any modifications, which by this reference are made a part hereof. WWTP AERATIONBASIN PLC UPGRADES page 5 of 11 Project 10521.0 All items found to be defective during a warranty inspection and subsequently corrected will require an additional two (2) year warranty from the date of City's acceptance of the corrected work. 9. Meridian Stormwater Specifications: All construction projects require either a Storm Water Pollution Prevention Plan (SWPPP) or an erosion sediment control plan (ESCP) as specified in the City of Meridian Construction Stormwater Management Program (CSWMP) manual. The CSWMP manual containing the procedures and guidelines can be found at this address: http://www.meridiancity.org/environmental.aspx?id=13618. 10. Notices: Any and all notices required to be given by either of the parties hereto, unless otherwise stated in this agreement, shall be in writing and be deemed communicated when mailed in the United States mail, certified, return receipt requested, addressed as follows: CITY CONTRACTOR City of Meridian AME Electric, Inc. Purchasing Manager Attn: Mike S. Tenhulzen, President 33 E Broadway Ave 3621 Arthur Street Meridian, ID 83642 Caldwell, ID 83605 208-888-4433 Phone: 208-459-8959 Email: mike@ameelectric.com Idaho Public Works License #PWC -C-11544 Either party may change their address for the purpose of this paragraph by giving written notice of such change to the other in the manner herein provided. 11. Attorney Fees: Should any litigation be commenced between the parties hereto concerning this Agreement, the prevailing party shall be entitled, in addition to any other relief as may be granted, to court costs and reasonable attorneys' fees as determined by a Court of competent jurisdiction. This provision shall be deemed to be a separate contract between the parties and shall survive any default, termination or forfeiture of this Agreement. 12. Time is of the Essence: The parties hereto acknowledge and agree that time is strictly of the essence with respect to each and every term, condition and provision hereof, and that the failure to timely perform any of the obligations hereunder shall constitute a breach of, and a default under, this Agreement by the party so failing to perform. 13. Assignment: It is expressly agreed and understood by the parties hereto, that CONTRACTOR shall not have the right to assign, transfer, hypothecate or sell any of its rights under this Agreement except upon the prior express written consent of CITY. WWTP AERATIONBASIN PLC UPGRADES page 6 of 11 Project 10521.0 14. Discrimination Prohibited: In performing the Work required herein, CONTRACTOR shall not unlawfully discriminate in violation of any federal, state or local law, rule or regulation against any person on the basis of race, color, religion, sex, national origin or ancestry, age or disability. 15. Reports and Information: 15.1 At such times and in such forms as the CITY may require, there shall be furnished to the CITY such statements, records, reports, data and information as the CITY may request pertaining to matters covered by this Agreement. 15.2 Contractor shall maintain all writings, documents and records prepared or compiled in connection with the performance of this Agreement for a minimum of four (4) years from the termination or completion of this or Agreement. This includes any handwriting, typewriting, printing, photo static, photographic and every other means of recording upon any tangible thing, any form of communication or representation including letters, words, pictures, sounds or symbols or any combination thereof. 16. Audits and Inspections: At any time during normal business hours and as often as the CITY may deem necessary, there shall be made available to the CITY for examination all of CONTRACTOR'S records with respect to all matters covered by this Agreement. CONTRACTOR shall permit the CITY to audit, examine, and make excerpts or transcripts from such records, and to make audits of all contracts, invoices, materials, payrolls, records of personnel, conditions of employment and other data relating to all matters covered by this Agreement. 17. Publication, Reproduction and Use of Material: No material produced in whole or in part under this Agreement shall be subject to copyright in the United States or in any other country. The CITY shall have unrestricted authority to publish, disclose and otherwise use, in whole or in part, any reports, data or other materials prepared under this Agreement. 18. Compliance with Laws: In performing the scope of work required hereunder, CONTRACTOR shall comply with all applicable laws, ordinances, and codes of Federal, State, and local governments. 19. ACHD: Contractor shall be responsible for coordinating with the City to obtain appropriate ACHD permit(s) and will reimburse the City for fees, fines, or penalties City incurs due to Contractor's violation of any ACHD policy. City shall certify to ACHD that Contractor is authorized to obtain a Temporary Highway and Right -of -Way Use Permit from ACHD on City's behalf. The parties acknowledge and agree that the scope of the agency granted by such certification is limited to, and conterminous with, the term and scope of this Agreement. 20. Changes: The CITY may, from time to time, request changes in the Scope of Work to be performed hereunder. Such changes, including any increase or decrease in the amount of CONTRACTOR'S compensation, which are mutually agreed upon by W WTP AERATIONBASIN PLC UPGRADES page 7 of 11 Project 10521.0 and between the CITY and CONTRACTOR, shall be incorporated in written amendments which shall be executed with the same formalities as this Agreement. 21. Construction and Severability: If any part of this Agreement is held to be invalid or unenforceable, such holding will not affect the validity or enforceability of any other part of this Agreement so long as the remainder of the Agreement is reasonably capable of completion. 22. Waiver of Default: Waiver of default by either party to this Agreement shall not be deemed to be waiver of any subsequent default. Waiver or breach; of any provision of this Agreement shall not be deemed to be a waiver of any other or subsequent breach, and shall not be construed to be a modification of the terms of this Agreement unless this Agreement is modified as provided above. 23. Advice of Attorney: Each party warrants and represents that in executing this Agreement. It has received independent legal advice from its attorney's or the opportunity to seek such advice. 24. Entire Agreement: This Agreement contains the entire agreement of the parties and supersedes any and all other agreements or understandings, oral of written, whether previous to the execution hereof or contemporaneous herewith. 25. Order of Precedence: The order or precedence shall be the contract agreement, the Invitation for Bid document, then the winning bidders submitted bid document. 26. Public Records Act: Pursuant to Idaho Code Section 9-335, et seq., information or documents received from the Contractor may be open to public inspection and copying unless exempt from disclosure. The Contractor shall clearly designate individual documents as "exempt" on each page of such documents and shall indicate the basis for such exemption. The CITY will not accept the marking of an entire document as exempt. In addition, the CITY will not accept a legend or statement on one (1) page that all, or substantially all, of the document is exempt from disclosure. The Contractor shall indemnify and defend the CITY against all liability, claims, damages, losses, expenses, actions, attorney fees and suits whatsoever for honoring such a designation or for the Contractor's failure to designate individual documents as exempt. The Contractor's failure to designate as exempt any document or portion of a document that is released by the CITY shall constitute a complete waiver of any and all claims for damages caused by any such release. 27. Applicable Law: This Agreement shall be governed by and construed and enforced in accordance with the laws of the State of Idaho, and the ordinances of the City of Meridian. 28. Approval Required: This Agreement shall not become effective or binding until approved by the City of Meridian. WWTP AERATIONBASIN PLC UPGRADES page 8 of 11 Project 10521.0 CITY OF MERIDIAN TAMMY d ERD, MAYOR Dated: AME ELECTRIC, INC. BY: "�' -'+ MIKE . • , PR ENT r u ze d� Dated -14 �� E `1 5 Approved by Council: / 2,,'915' 611 40,,,TED A UCU Off! Atte �sG r90 w City of CITY CLE k-;4 j E IDIAN& .� IDAHO m Ile SEAL 9 Purchasing Approval rfe '(16rTAEA5�0.% BY: KEITH ATTS, Purc asing Manager Dated:: Project Manager David Allison, Staff Engineer II v� pa nt Ap ro all BY: WARREN STEW A11-5 RT, Engineering Manager Dated:: J�/(� WWTP AERATIONBASIN PLC UPGRADES page 9 of 11 Project 10521.0 Attachment A SCOPE OF WORK REFER TO INVITATION TO BID PW -15-10521.0 ALL ADDENDUMS, ATTACHMENTS, AND EXHIBITS included in the Invitation to Bid Package # PW -15-10521.C, are by this reference made a part hereof. WWTP AERATIONBASIN PLC UPGRADES page 10 of 11 Project 10521.0 Attachment B MILESTONE / PAYMENT SCHEDULE A. Total and complete compensation for this Agreement shall not exceed $52,486.00. w0.1 -m Milestone 1 Substantial Completion 50 (Fifty) days Milestone 2 Final Completion 64 (Sixty -Four) days * Contract includes furnishing all labor, materials, equipment, and incidentals as required for the NAME OF PROJECT per IFB PW -14-101 NOT -TO -EXCEED CONTRACT TOTAL ....................... CONTRACT IS A NOT TO EXCEED AMOUNT. LINE ITEM PRICING BELOW WILL BE USED FOR INVOICE VERIFICATION AND ANY ADDITIONAL INCREASES OR DECREASES IN WORK REQUESTED BY CITY. t Description Unit Price Materials $38,486.00 Labor $14,000.00 Travel expenses, if applicable, will be paid at no more than the City of Meridian's Travel and Expense Reimbursement Policy. WWTP AERATIONBASIN PLC UPGRADES page 11 of 11 Project 10521.0 Bond No. IDC 44608 Payment Bond CONTRACTOR: (rlranne, legal states and address) AME Electric, Inc. 3621 Arthur Street Caldwell, ID 83605 OWNER: (Vane, legal status and address) City of Meridian 33 East Broadway Avenue Meridian, ID 83642 Document A312 TM -2010 Conforms with The American Institute of Architects AIA Document 312 SURETY: (Nance, legal status and principal place of business) Merchants Bonding Company (Mutual) 2100 Fleur Drive Des Moines, IA 50321-1158 Mailing Address for Notices Merchants Bonding Company (Mutual) 2100 Fleur Drive, Des Moines, IA 50321-1158 This document has important legal consequences. Consultation with an attorney Is encouraged with respect to its completlon or modificatidn. Any singular reference to Contractor, Surety, Owner or other party shall be considered plural where applicable. CONSTRUCTION CONTRACT Date: May 5, 2015 Amount: $52,486.00 Fifty Two Thousand Four Hundred Eighty Six Dollars and 00/100 Description: (Name and location) WWTP Aeration Basin PLC Upgrades. Project # 10521.0 BOND Date: May 5, 2015 (Not earlier than Construction Contract Date) Amount: $ 52,486.00 Fifty Two Thousand Four Hundred Eighty Six Dollars and 00/100 Modifications to this Bond: Q None F] See Section 18 CONTRACTOR AS PRINCIPAL SURETY Company: (Cor r to Seal) Company: (Corporate Seal) AME Electric, Inc. Merchants on ing Company Mutua!? Signature: r Signature, Name Michael TenHulzen Namo R mond L Wolfe and Title: and Title: Attorney -in -Fact (Any additional signatures appear on the last page of this Payment Bond) (FOR INFORbLlTION ONLY —Maine, address and telephone) AGENT or BROKER: The Hartwell Corporation PO Box 400 Caldwell, ID 83606 208-459-1678 S-21491AS 8110 OWNER'S REPRESENTATIVE: (Architect, Engineer or other party;) a § 1 The Contractor and Surety, jointly and severally, bind themselves, their heirs, executors, administrators, successors and assigns to the Owner to pay for labor, materials and equipment furnished for use in the performance of the Construction Contract, which is incorporated herein by reference, subject to the following terms. § 2 1 f the Contractor promptly makes payment of all sums due to Claimants, and defends, indemnifies and holds harmless the Owner from claims, demands, liens or suits by any person or entity seeking payment for labor, materials or equipment furnished for use in the performance of the Construction Contract, then the Surety and the Contractor shall have no obligation under this Bond. § 3 If there is no Owner Default under the Construction Contract, the Surety's obligation to the Owner under this Bond shall arise after the Owner has promptly notified the Contractor and the Surety (at the address described in Section 13) of claims, demands, liens or suits against the Owner or the Owner's property by any person or entity seeking payment for labor, materials or equipment furnished for use in the performance of the Construction Contract and tendered defense of such claims, demands, liens or suits to the Contractor and the Surety. § 4 When the Owner has satisfied the conditions in Section 3, the Surety shall promptly and tit the Surety's expense defend, indemnify and hold harmless the Owner against a duly tendered claim, demand, lien or suit. § 5 The Surety's obligations to a Claimant under this Bond shall arise after the following: § 6.1 Claimants, who do not have a direct contract with the Contractor, .1 have furnished a written notice of non-payment to the Contractor, stating with substantial accuracy the amount claimed and the name of the party to whom the materials were, or equipment was, furnished or supplied or for whom the labor was done or performed, within ninety (90) days after having last performed labor or last furnished materials or equipment included in the Claim; and .2 have sent a Claim to the Surety (at the address described in Section 13). § 6.2 Claimants, who are employed by or have a direct contract with the Contractor, have sent a Claim to the Surety (at the address described in Section 13). § 6 If a notice of non-payment required by Section 5.1.1 is given by the Owner to the Contractor, that is sufficient to satisfy a Cluimant's obligation to furnish a written notice of non-payment under Section 5.1.1. § 7 When a Claimant has satisfied the conditions of Sections 5.1 or 5.2, whichever is applicable, the Surety shall promptly and at the Surety's expense take the following actions: § 7.1 Send an answer to the Claimant, with a copy to the Owner, within sixty (60) clays after receipt of the Claim, stating the amounts that are undisputed and the basis for challenging any amounts that are disputed; and § 7.2 Pay or arrange for payment of any undisputed amounts § 7.3 The Surety's failure to discharge its obligations under Section 7.1 or Section 7.2 shall not be deemed to constitute a waiver of defenses the Surety or Contractor may have or acquire as to a Claim, except as to undisputed amounts for which the Surety and Claimant have reached agreement. If, however, the Surety fails to discharge its obligations under Section 7.1 or Section 7.2, the Surety shall indemnify die Claimant for the reasonable attorney's fees the Claimant incurs thereafter to recover any sums found to be due and owing to the Claimant. § q The Surety's total obligation shall not exceed the amount of this Bond, plus the amount of reasonable uttomey's fees provided under Section 7.3, and the amount of this Bond shall be credited for any payments made in good faith by the Surety. § 9 Amounts owed by the Owner to the Contractor under the Construction Contract shall be used for the performance of the Construction Contract and to satisfy claims, if any, under any construction performance bond. By the Contractor furnishing and the Owner accepting this Bond, they agree that all funds earned by the Contractor in the performance of the Construction Contract are dedicated to satisfy obligations of the Contractor and Surety under this Bond, subject to the Owner's priority to use the funds for the completion of the work. 8-2149/AS 8/10 § 10 The Surety shall not be liable to the Owner, Claimants or others for obligations of the Contractor that arc unrelated to the Construction Contract. The Owner shall not be liable for the payment of any costs or expenses of any Claimant under this Bond, and shall have under this Bond no obligation to make payments to, or give notice on behalf of, Claimants or otherwise have any obligations to Claimants under this Bond. § 11 The Surety hereby waives notice of any change, including changes of time, to the Construction Contract or to related subcontracts, purchase orders and other obligations. § 12 No suit or action shall be commenced by a Claimant under thls Bond other than in a court of competent jurisdiction in the state in which the project that is the subject of the Construction Contract- Is located or after the expiration of one year from the date (1) on which the Claimant sent a Claim to the Surety pursuant to Section 5.1.2 or 5.2, or (2) on which the last labor or service was performed by anyone or the last materials or equipment were furnished by anyone under the Construction Contract, whichever of (1) or (2) first occurs. If the provisions of this Paragraph arc void or prohibited by law, the minimum period of limitation available to sureties as a defense in the jurisdiction of the suit shall be applicable. - § 13 Notice and Claims to the Surety, the Owner or the Contractor shall be mailed or delivered to the address shown on the page on which their signature appears. Actual receipt of notice or Claims, however accomplished, shall be sufficient compliance as of the date received. § 14 When this Bond has been firmishcd to comply with a statutory or other legal requirement in the location where the construction was to be performed, any provision in this Bond conflicting with said statutory or legal requirement shall be deemed deleted herefrom and provisions conforming to such statutory or other legal requirement shall be deemed incorporated herein. When so furnished, the intent is that this Bond shall be construed as a statutory bond and not as a common law bond. § 15 Upon request by any person or entity appearing to be a potential beneficiary of.this Bond, the Contractor and Owner shall promptly furnish a copy of this Bond or shall permit a copy to be made. § 16 Definitions § 16.1 Claim. A written statement by the Claimant including at a minimum: .1 the name of the Claimant; .2 the name of the person for whom the labor was done, or materials or equipment furnished; .3 a copy of the agreement or purchase order pursuant'to which labor, materials or equipment was furnished for use in the performance of the Construction Contract; .4 a brief description of the labor, materials or equipment furnished; .6 the date on which the Claimant last performed labor or last furnished materials or equipment for use in the performance of the Construction Contract; .6 the total amount earned by the Claimant for labor, materials or equipment furnished as of the date of the Claim; .i the total amount of previous payments received by the Claimant; and .8 the total amount due and unpaid to the Claimant for labor, materials or equipment furnished as of the date of the Claim. § 16.2 Claimant. An individual or entity having a direct contract with the Contractor or with a subcontractor of the Contractor to furnish labor, materials or equipment for use in the performance of the Construction Contract. The term Claimant also includes any Individual or entity that has rightfully asserted a claim under an applicable mechanic's lien or similar statute against the real property upon which the Project is located, The intent of this Bond shall be to include without limitation in the terms "labor, materials or equipment" that part of water, gas, power, light, heat, oil, gasoline, telephone service or rental equipment used in the Construction Contract, architectural and engineering services required for performance of the work of the Contractor and the Contractor's subcontractors, and all other items for which a mechanic's lien may be asserted in the jurisdiction where the labor, materials or equipment were furnished. § 16.3 Construction Contract. The agreement between the Owner and Contractor identified on the cover page, including all Contract Documents and all changes made to the agreement and the Contract Documents. 8-21 49/AS 8110 § 16.4 Owner Default. Failure of the Owner, which has not been remedied or waived, to pay the Contractor as required under the Construction Contract or to perform and complete or comply with the other material terms of the Construction Contract. § 16.6 Contract Documents. All the documents that comprise the agreement between the Owner and Contractor. § 17 If this Bond is issued for an agreement between a Contractor and subcontractor, the term Contractor in this Bond shall be deemed to be Subcontractor and the term Owner shall be deemed to be Contractor. § 18 Modilications to this bond are as follows: (Space is provided below fo)• additional signatures of added parties, other than those appearing on the cover page.) CONTRACTOR AS PRINCIPAL SURETY Company: (Coi paa•ate Seal) Company: (Corporate Seal) Signature: _ Name and Title: Address 8-21491AS 8110 Signature: _ Name and Title: Address MERCHANTSS� BONDING COMPANY. POWER OF ATTORNEY Know All Persons By These Presents, that MERCHANTS BONDING COMPANY (MUTUAL) and MERCHANTS NATIONAL BONDING, INC., both being corporations duly organized under the laws of the State of Iowa (herein collectively called the "Companies"), and that the Companies do hereby make, constitute and appoint, individually, Karl F Baughman; Lynn Hawley; Raymond L Wolfe; Traci McClure; Zachary A Dehne of Caldwell and State of Idaho their true and lawful Attorney -in -Fact, with full power and authority hereby conferred in their name, place and stead, to sign, execute, acknowledge and deliver in their behalf as surety any and all bonds, undertakings, recognizances or other written obligations in the nature thereof, subject to the limitation that any such instrument shall not exceed the amount of. TWENTY MILLION ($20,000,000.00) DOLLARS and to bind the Companies thereby as fully and to the same extent as if such bond or undertaking was signed by the duly authorized officers of the Companies, and all the acts of said Attorney -in -Fact, pursuant to the authority herein given, are hereby ratified and confirmed. This Power -of -Attorney is made and executed pursuant to and by authority of the following By -Laws adopted by the Board of Directors of the Merchants Bonding Company (Mutual) on April 23, 2011 and adopted by the Board of Directors of Merchants National Bonding, Inc., on October 24, 2011. "The President, Secretary, Treasurer, or any Assistant Treasurer or any Assistant Secretary or any Vice President shall have power and authority to appoint Attorneys -in -Fact, and to authorize them to execute on behalf of the Company, and attach the seal of the Company thereto, bonds and undertakings, recognizances, contracts of indemnity and other writings obligatory in the nature thereof. The signature of any authorized officer and the seal of the Company may be affixed by facsimile or electronic transmission to any Power of Attorney or Certification thereof authorizing the execution and delivery of any bond, undertaking, recognizance, or other suretyship obligations of the Company, and such signature and seal when so used shall have the same force and effect as though manually fixed." In Witness Whereof, the Companies have caused this instrument to be signed and sealed this 20th day of August , 2014 . G p �PO�p ;•O��`(�P ,9 'Oq•.• MERCHANTS NATIONAL ONDIING(NCTUAL) - xv 2003 1933 c; y�. Qj stir• . ,��t`,,.�, '••d,�W• .. `�a•. �' STATE OF IOWA COUNTY OF POLK ss. ""�"""` • • • •' • • • President On this20lhday of August . 2014, before me appeared Larry Taylor, to me personally known, who being by me duly sworn did say that he is President of the MERCHANTS BONDING COMPANY (MUTUAL) and MERCHANTS NATIONAL BONDING, INC.; and that the seals affixed to the foregoing instrument is the Corporate Seals of the Companies; and that the said instrument was signed and sealed in behalf of the Companies by authority of their respective Boards of Directors. In Testimony Whereof, I have hereunto set my hand and affixed my Official Seal at the City of Des Moines, Iowa, the day and year first above written. �PIA40 WENDY WOODY 0 Commission Number 784654 zr ` My Commission Expires �owP June 20, 2017 OQ� Notary Public, Polk County, Iowa STATE OF IOWA COUNTY OF POLK ss. I, William Warner, Jr., Secretary of the MERCHANTS BONDING COMPANY (MUTUAL) and MERCHANTS NATIONAL BONDING, INC., do hereby certify that the above and foregoing is a true and correct copy of the POWER-OF-ATTORNEY executed by said Companies, which is still in full force and effect and has not been amended or revoked. In W15 �ness Whereof, I have hereu this day of /t4& hand and affixed the seal of the Companies on 0 tit' �- �°i 0 POA 0014 (7/14) " ��'!r:'• ••• :%J��,.' • • O\NG CD,y�• . 0- 1 933 c; A/��, Secretary Firemium: $861.00 Bond No. IDC 44608 Document A312 TM -2010 Conforms with The American Institute of Architects AIA Document 312 Performance Bond CONTRACTOR: (Nage, legal status and address) AME Electric, Inc. 3621 Arthur Street Caldwell, ID 83605 OWNER: (Maine, legal status and address) City of Meridian 33 East Broadway Avenue Meridian, ID 83642 CONSTRUCTION CONTRACT Date: May 5, 2015 Amount: $ 52,486.00 SURETY: (Nmne, legal status and principal place of business) Merchants Bonding Company (Mutual) 2100 Fleur Drive Des Moines, IA 50321-1158 Mailing Address for Notices Merchants Bonding Company (Mutual) 2100 Fleur Drive, Des Moines, IA 50321-1158 This document has Important legal consequences. Consultation with an attorney Is encouraged with respect to Its completion or modlficalion. Any singular reference to Contractor, Surety, Owner or other party shall be considered plural where applicable. Fifty Two Thousand Four Hundred Eighty Six Dollars and 00/100 Description: (Varve and location) WWTP Aeration Basin PLC Upgrades. Project # 10521.0 BOND Date: May 5, 2015 (Not earlier than Construction Contract Date) Amount: $52,486.00 Fifty Two Thousand Four Hundred Eighty Six Dollars and 00/100 Modifications to this Bond: x0 None F] Sec Section 16 CONTRACTOR AS PRINCIPAL SURETY Company: (Conpo•ate Seal) Company: AME Electric, Inc. Merchants Signature:A�k Signature: Name Michael enHulzen Name R and Title: and Title: Attorney -in -Fact (Coporate Seal) ng Company (Mutua!) (Any additional signatures appear on the last page of this Performance Bond.) (FOR INF02bLlTION ONLY —Nate, address and telephone) AGENT or BROKER: The Hartwell Corporation PO Box 400 Caldwell, ID 83606 208-459-1678 S-1852/AS 8110 OWNER'S REPRESENTATIVE: (Architect, Engineer or other party.) Ti' 0 § 1 The Contractor and Surety, jointly and severally, bind themselves, their heirs, executors, administrators, successors and assigns to the Owner for the performance of the Construction Contract, which is incorporated herein by reference. § 2 If the Contractor performs the Construction Contract, the Surely and the Contractor shall have no obligation under this Bond, except when applicable to participate in a conference as provided in Section 3. § 3 If there is no Owner Default under the Construction Contract, the Surety's obligation under this Bond shall arise after the Owner first provides notice to the Contractor and the Surety that the Owner is considering declaring a Contractor Default. Such notice shall indicate whether the Owner is requesting a conference among the 0,mier, Contractor and Surety to discuss the Contractor's performance. If the Owner docs not request a conference, the Surety may, within five (5) business days after receipt of the Owner's notice, request such a conference. If the Surety timely requests a conference, the Owner shall attend. Unless the Owner agrees otherwise, any conference requested under this Section 3.1 shall be held within ten (10) business days of the Surety's receipt of the Owner's notice. If the Owner, the Contractor and the Surely agree, the Contractor shall be allowed a reasonable time to perform the Construction Contract, but such an agreement shall not waive the Owner's right, if any, subsequently to declare a Contractor Default; the Owner declares a Contractor Default, terminates the Construction Contract and notifies the Surety; and the Owner has agreed to pay the Balance of the Contract Price in accordance with the terms of the Construction Contract to the Surety or to a contractor selected to perform the Construction Contract. § 4 Failure on the part of the Owner to comply with the notice requirement in Section 3.1 shall not constitute a failure to comply with a condition precedent to the Surety's obligations, or release the Surety from its obligations, except to the extent the Surety demonstrates actual prejudice. § 5 When the Owner has satisfied the conditions of Section 3, the Surety shall promptly and at the Surety's expense take one of the following actions: § 6.1 Arrange for the Contractor, with the consent of the Owner, to perform and complete the Construction Contract; § 5.2 Undertake to perform and complete the Construction Contract itself, through its agents or independent contractors; § 6.3 Obtain bids or negotiated proposals from qualified contractors acceptable to the Owner for a contract for performance and completion of the Construction Contract, arrange for a contract to be prepared for execution by the Owncr and a contractor selected with the Ownces concurrence, to be secured with performance and payment bonds executed by a qualified surety equivalent to the bonds issued on the Construction Contract, and pay to the ONNmor the amount of damages as described in Section 7 in excess of the Balance of the Contract Price incurred by the Owner as a result of the Contractor Default; or § 5.4 Waive its right to perform and complete, arrange for completion, or obtain a new contractor and with reasonable promptness under the circumstances: Aftcr investigation, determine the amount for which it may be liable to the Owner and, as soon as practicable atter the amount is determined, make payment to the Owner; or Deny liability in whole or in part and notify the Owner, citing the reasons for denial. § 6 If the Surely does not proceed as provided in Section 5 with reasonable promptness, the Surety shall be deemed to be in default on this Bond seven days atter receipt of an additional written notice from the Owner to the Surety demanding that the Surety perform its obligations under this Bond, and the Owner shall be entitled to enforce any remedy available to the Owner. If the Surety proceeds as provided in Section 5.4, and the Owner refuses the payment or the Surety has denied liability, in whole or in part, without further notice the Owner shall be entitled to enforce any remedy available to the Owner. S-1852/AS 8/10 § 7 If the Surety elects to act under Section 5.1, 5.2 or 5.3, then the responsibilities of the Surety to the Owner shall not be greater than those of the Contractor under the Construction Contract, and the responsibilities of the Owner to the Surety shall not be greater than those of the Owner under the Construction Contract. Subject to the commitment by the 04vner to pay the Balance of the Contract Price, the Surety is obligated, without duplication, for .1 the responsibilities of the Contractor for correction of defective work and completion of the. Construction Contract; .2 additional legal, design professional and delay costs resulting from the Contractor's Default, and resulting from the actions or failure to act of the Surety under Section 5; and .3 liquidated damages, or if no liquidated damages are specified in the Construction Contract, actual damages caused by delayed performance or non-performance of the Contractor. § 8 If the Surety elects to act under Section 5.1, 5.3 or 5.4, the Surety's liability is limited to tiie amount of this Bond. § 9 The Surety shall not be liable to the Owner or others for obligations of the Contractor that arc unrelated to the Construction Contract, and the Balance of the Contract Price shall not be reduced or set off on account of any such unrelated obligations. No right of action shall accrue on this Bond to any person or entity other than the Owner or its heirs, executors, administrators, successors and assigns. § 10 The Surety hereby waives notice of any change, including changes of time, to the Construction Contract or to related subcontracts, purchase orders and other obligations. § 11 Any proceeding, legal or equitable, under this Bond may be instituted in any court of competent jurisdiction in the location in which the work or part of the work is located and shall be instituted within two years after a declaration of Contractor Default or within two years after the Contractor ceased working or within two years after the Surety refuses or fails to perform its obligations under this Bond, whichever occurs first. If the provisions of this Paragraph are void or prohibited by law, the minimum period of limitation available to sureties as a defense in the jurisdiction of the suit shall be applicable. § 12 Notice to the Surety, the Owner or the Contractor shall be mailed or delivered to the address shown on the page on which their signature appears. § 13 When this Bond has been famished to comply with a statutory or other legal requirement in the location where the construction was to be performed, any provision in this Bond conflicting with said statutory or legal requirement shall be deemed deleted hererrom and provisions conforming to such statutory or other legal requirement shall be deemed incorporated herein. When so furnished, the intent is that this Bond shall be construed as a statutory bond and not as a common lawbond. § 14 Definitions § 14.1 Balance of the Contract Price. The total amount payable by the Owner to the Contractor under (lie Construction Contract after all proper adjustments have been made, including allowance to the Contractor of any amounts received or to be received by the Owner in settlement of insurance or other claims for damages to which the Contractor is entitled, reduced by all valid and proper payments made to or on behalfof the Contractor under the Construction Contract. § 14.2 Construction Contract. The agreement between the Owner and Contractor identified on the cover page, including all Contract Documents and changes made to the agreement and the Contract Documents. § 14.3 Contractor Default. Failure of the Contractor, which has not been remedied or waived, to perform or otherwise to comply with a material term of the Construction Contract. § 14.4 Owner Default. Failure of the Owner, which has not been remedied or waived, to pay the Contractor as required under the Construction Contract or to perform, and complete or comply with the other material terms of the Construction Contract. § 14.5 Contract Documents. All the documents that comprise the agreement between the Owner and Contractor. § 15 if this Bond is issued for an agreement between a Contractor and subcontractor, the temi Contractor in this Bond shall be deemed to be Subcontractor and the term Owner shall be deemed to be Contractor. S-1852/AS 8/10 § 16 Modifications to this bond are as follows: (Space is provided below for additional signatures of added parties, other than those appearing on the cover page) CONTRACTOR AS PRINCIPAL. SURETY Company: (Corporate Seal) Company: Signature: Name and Title: Address S-1852/AS 8/10 Signature: Name and Title: Address (Coy porate Seal) AMEEL-1 OP ID: RR CERTIFICATE OF LIABILITY INSURANCE 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 DATE 0 4 /2 312 0 1 YY) 04/23/2015 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must be endorsed. If 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 The Hartwell Corporation -Cal PO Box 400 Caldwell, ID 83606 Raymond Wolfe CONTACT Zach Dehne PHONE FAX ac No, Ext): 208-459-1678 (A/C No): 208454-1_114 ADORIEss, Zach@thehartwellcorp.com X COMMERCIAL GENERAL LIABILITY INSURER(S) AFFORDING COVERAGE NAIC If INSURER A: Charter Oak Fire Insurance Co 25615 INSURED AME Electric, Inc. INSURER B: The Cincinnati Ins Co 10677 3621 Arthur Street CLAIMS -MADE N OCCUR Caldwell, ID 83605 INSURER C: EPP 0217359 01/01/2015 INSURER D: INSURER E: MED EXP (Any one person) S 10,000 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. ILNSR TR TYPE OF INSURANCE ADDL SUER POLICY NUMBER POLICY EFF MMIDD/YYYY POLICY EXP MMIDDIYYYY LIMITS B X COMMERCIAL GENERAL LIABILITY EACH OCCURRENCE $ 1,000,000 CLAIMS -MADE N OCCUR X X EPP 0217359 01/01/2015 01/01/2016 DAMAGE TORE TED PREMISES Ea occurrence S 500,000 MED EXP (Any one person) S 10,000 PERSONAL S ADV INJURY S 1,000,000 GENT AGGREGATE LIMIT APPLIES PER: GENERAL AGGREGATE $ 2,000,000 POLICY ❑ PRO- JECT LOC PRODUCTS - COMPIOP AGG S 2,000,000 Emp Ben. S 1/3000000 OTHER: AUTOMOBILE LIABILITY COMBINED SINGLELIMIT Ea accident S 1,000,000 BODILY INJURY (Per person) S B X ANY AUTO X X EBA0217359 01/01/2015 01/01/2016 ALL OWNED SCHEDULED AUTOS AUTOS BODILY INJURY (Per accident) S NON -OWNED HIREDAUTOS AUTOS PROPERTY DAMAGE S Per accident S X UMBRELLA LIAB X OCCUR EACH OCCURRENCE S 4,000,000 AGGREGATE S 4,000,000 B EXCESS LIAB CLAIMS -MADE EPP 0217359 01/01/2015 01/01/2016 DED I X I RETENTION $ 0 S A WORKERS COMPENSATIONX AND EMPLOYERS' LIABILITY ANY PROPRIETOR/PARTNERIEXECUTIVE Y / N OFFICER/MEMBER EXCLUDED? (Mandatory in NH) N /A X UB1757X25215 01/01/2015 01/01/2016 PER OTH- STATUTE ER E.L. EACH ACCIDENT S 1,000,000 EL.DISEASE- EAEMPLOYEE S 1,000,000 Ifyes, describe under DESCRIPTION OF OPERATIONS below E.L. DISEASE - POLICY LIMIT I S 1,000,000 DESCRIPTION OF OPERATIONS I LOCATIONS I VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached If more space Is required) City of Meridian and City's elected officials, officers, employees, agents, and volunteers are also named as Additional insureds per included AA 4171 11 05 and GA233 02/07 form, as required by the insurance contract with respects to the project - PW -15-10521.0 (WW'PP Areation Basin PLC Upgrades). Primary & Non -Contributory Applies. CERTIFICATE HOLDER CANCELLATION CITYM-0 SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE Cit of Meridian Y THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. Purchasing Department 33 East Broadway Ave., Ste 106 Meridian, ID 83642 AUTHORIZED REPRESENTATIVE ©1988-2014 ACORD CORPORATION. All rights reserved. ACORD 25 (2014/01) The ACORD name and logo are registered marks of ACORD A'h -k 1p�-Nr THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. ADDITIONAL INSURED BY CONTRACT This endorsement modifies insurance provided under the following: BUSINESS AUTO COVERAGE FORM GARAGE COVERAGE FORM This endorsement changes the policy effective on the inception date of the policy unless another date is indi- cated below. Endorsement Effective: Policy Number: 01-01-2014 IEBA 021 73 59 Named Insured: AME ELECTRIC INC, VERSATILE PROPERTIES LLC Countersigned by: Repre With respect to coverage provided by this endorsement, the provisions of the Coverage Form apply unless modified by the endorsement. SECTION II - LIABILITY COVERAGE, A. Cover- age, I. Who is an Insured is amended to include as an insured any person or organization with which you have agreed in a valid written contract to provide insurance as is afforded by this policy. This provision is limited to the scope of the valid written contract. This provision does not apply unless the valid written contract has been executed prior to the "bodily injury" or "property damage". AA 4171 11 05 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. BLANKET WAIVER OF SUBROGATION - AUTO This endorsement modifies insurance provided under the following: BUSINESS AUTO COVERAGE FORM This endorsement changes the policy effective on the inception date of the policy unless another date is indi- cated below. Endorsement Effective: Policy Number: 01-01-2014 IEBA 021 73 59 Named Insured: SAME ELECTRIC INC, VERSATILE PROPERTIES LLC_ Countersigned by: With respect to coverage provided by this endorsement, the provisions of the Coverage Form apply unless modified by the endorsement. 1. Blanket Waiver of Subrogation SECTION IV - BUSINESS AUTO CONDI- TIONS, A. Loss Conditions, 5. Transfer of Rights of Recovery Against Others to Us is amended by the addition of the following: We waive any right of recovery we may have against any person or organization because AA 4172 09 09 of payments we make for "bodily injury" or "property damage" arising out of the operation of a covered "auto" when you have assumed liability for such "bodily injury" or "property damage" under an "insured contract', pro- vided the "bodily injury" or "property damage" occurs subsequent to the execution of the "in- sured contract'. THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. CONTRACTORS' COMMERCIAL GENERAL LIABILITY BROADENED ENDORSEMENT This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART A. Endorsement -Table of Contents: Coverage: Begins on Page: 1. Employee Benefit Liability Coverage.................................................................................................. 2 2. Unintentional Failure to Disclose Hazards.......................................................................................... 7 3. Damage to Premises Rented to You................................................................................................... 8 4. Supplementary Payments.................................................................................................................. 9 5. Medical Payments................................................................................................................................ 9 6. Voluntary Property Damage (Coverage a.) and Care, Custody or Control LiabilityCoverage (Coverage b.)......................................................................................................... 9 7. 180 Day Coverage for Newly Formed or Acquired Organizations..................................................10 8. Waiver of Subrogation ................................................ .......................................................................10 9. Automatic Additional Insured - Specified Relationships:................................................................10 • Managers or Lessors of Premises; • Lessor of Leased Equipment; • Vendors; • State or Political Subdivisions - Permits Relating to Premises; • State or Political Subdivisions - Permits; and • Contractors' Operations 10. Broadened Contractual Liability- Work Within 50' of Railroad Property ......................................... 14 11. Property Damage to Borrowed Equipment....................................................................................... 14 12. Employees as Insureds - Specified Health Care Services: ............................................................ 14 • Nurses; • Emergency Medical Technicians; and • Paramedics 13. Broadened Notice of Occurrence...................................................................................................... 14 B. Limits of Insurance: The Commercial General Liability Limits of Insurance apply to the insurance provided by This endorse- ment, except as provided below: 1. Employee Benefit Liability Coverage Each Employee Limit: $ 1,000,000 Aggregate Limit: $ 3,000,000 Deductible: $ 1,000 3. Damage to Premises Rented to You The lesser of: a. The Each Occurrence Limit shown in the Declarations; or b. $500,000 unless otherwise stated $ 4. Supplementary Payments a. Bail bonds: $ 1,000 b. Loss of earnings: $ 350 5. Medical Payments Medical Expense Limit: $ 10,000 Includes copyrighted material of Insurance GA 233 02 07 Services Office, Inc., with its permission. Page 1 of 15 6. Voluntary Property Damage (Coverage a.) and Care, Custody or Control Liability Coverage (Coverage b.) Limits of Insurance (Each Occurrence) Coverage a. $1,000 Coverage b. $5,000 unless otherwise stated Deductibles (Each Occurrence) Coverage a. $250 Coverage b. $250 unless otherwise stated COVERAGE PREMIUM BASIS RATE ADVANCE PREMIUM 1. Employee Benefit Liability Coverage (a) Area (b) Payroll (For Limits in Excess of (For Limits in Excess of - COVERAGES: Employee Benefit (c) Gross Sales $5,000) $5,000) (1) Insuring Agreement (d) Units acts or services is covered (a) We will pay those sums that e Other the insured becomes legally under Supplementary Pay - b. Care, Custody ments, ages caused by any act, er- ror or omission of the in- $ or Control damages only if the act, er- son for whose acts the in- ror or omission, is negli- TOTAL ANNUAL PREMIUM $ 11. Property Damage to Borrowed Equipment Eaci Occurrence Limit: $ 10,000 Deductible: $ 250 C. Coverages: have used up the ap- 1. Employee Benefit Liability Coverage plicable limit of insur- ance in the payment of a. The following is added to SECTION I judgments or settle- - COVERAGES: Employee Benefit ments. Liability Coverage. No other obligation or liabil- (1) Insuring Agreement ity to pay sums or perform acts or services is covered (a) We will pay those sums that unless explicitly provided for the insured becomes legally under Supplementary Pay - obligated to pay as dam- ments, ages caused by any act, er- ror or omission of the in- (b) This insurance applies to sured, or of any other per- damages only if the act, er- son for whose acts the in- ror or omission, is negli- sured is legally liable, to gently committed in the which this insurance ap- administration' of your 11 plies. We will have the right employee benefit pro - and duty to defend the in- gram'; and sured against any "suit" 1) Occurs during the pol- seeking those damages. icy period; or However, we will have no duty to defend against any 2) Occurred prior to the "suit" seeking damages to effective date of this which this insurance does endorsement provided: not apply. We may, at our discretion, investigate any a) You did not have report of an act, error or knowledge of a omission and settle any claim or suit on claim or "suit" that may re- or before the ef- sult. But: fective date of this endorsement. 1) The amount we will pay for damages is limited Ynr, will ha as described in SEC- deemed to have TION III - LIMITS OF knowledge of a INSURANCE; and claim or "suit" when any 2) Our right and duty to "authorized repre- defend ends when we sentative"; Includes copyrighted material of Insurance GA 233 02 07 Services Office, Inc., with its permission. Page 2 of 15 Damages arising out of fail- 1) Reports all, or formance of investment Taxes, fines or penalties, any part, of the vehicles; or (d) Insufficiency of Funds act, error or omission to us 3) Advice given to any Code or any similar state or or any other person with respect to insufficiency of funds to meet any obligations under insurer; that person's decision Practices employee benefit pro- to participate or not to gram". ii) Receives a participate in any plan (1) Refusal to employ; written or ver- included in the "em- vice Given With Respect bal demand or ployee benefit pro- ployment; claim for dam- gram". 1 Failure of an invest- ) Y ages because of the act, er- (f) Workers' Compensation mation, harassment, ror or omis- and Similar Laws formation on past per- sion; and Any claim arising out of b) There is no other your failure to comply with applicable insur- the mandatory provisions of ance, any workers' compensation, unemployment compensa- (2) Exclusions tion insurance, social secu- rity or disability benefits law This insurance does not apply or any similar law. to: (g) ERISA (a) Bodily Injury, Property Damage or Personal and Damages for which any in - Advertising Injury sured is liable because of liability imposed on a fiduci- "Bodil injury", "property Y 1 rY p p Y ary by the Employee Re - damage" or "personal and tirement Income Security advertising injury". Act of 1974, as now or (b) Dishonest, Fraudulent, hereafter amended, or by Criminal or Malicious Act any similar federal, state or local laws. Damages arising out of any intentional, dishonest, (h} Available Benefits fraudulent, criminal or mali- Any claim for benefits to the cious act, error or omission, extent that such benefits committed by any insured, are available, with reason - including the willful or reck- able effort and cooperation less violation of any statute, of the insured, from the ap- (c) Failure to Perform a Con- plicable funds accrued or tract other collectible insurance. Damages arising out of fail- (i) Taxes, Fines or Penalties ure of performance of con- Taxes, fines or penalties, tract by any insurer, including those imposed (d) Insufficiency of Funds under the Internal Revenue Code or any similar state or Damages arising out of an local law. insufficiency of funds to meet any obligations under {j) Employment -Related any plan included in the Practices employee benefit pro- Any liability arising out of gram". any: (e) Inadequacy of Perform- (1) Refusal to employ; ance of Investment / Ad- vice Given With Respect (2) Termination of em - to Participation ployment; Any claim based upon: (3) Coercion, demotion, 1 Failure of an invest- ) Y evaluation; reassign- ment, discipline, defa- ment to perform; mation, harassment, 2) Errors In providing in- humiliation, discrimina- formation on past per- tion or other employ - Includes copyrighted material of Insurance GA 233 02 07 Services Office, Inc., with its permission. Page 3 of 15 ment-related practices, (e) A trust, you are an insured. acts or omissions; or Your trustees are also in- (4) Consequential liability sureds, but only with re - spect to their duties as as a result of (1), (2) or trustees. (3) above. This exclusion applies (2) Each of the following is also an insured: whether the insured may be held liable as an employer (a) Each of your "employees" or in any other capacity and who is or was authorized to to any obligation to share administer your "employee damages with or repay benefit program". someone else who must pay damages because of g nizations (b) Any persons, organizations the injury. or "employees" having proper temporary authori- (3) Supplementary Payments zation to administer your SECTION I - COVERAGES, "employee benefit program" if you die, but only until your SUPPLEMENTARY PAY legal representative is ap- MENTS - COVERAGES A AND pointed. B also apply to this Coverage. b. Who is an Insured (c) Your legal representative if you die, but only with re - As respects Employee Benefit Liabil- spect to duties as such. ity Coverage, SECTION 11 - WHO IS That representative will AN INSURED is deleted in its en- have all your rights and du- tirety and replaced by the following: ties under this Coverage Part. (1) If you are designated in the Declarations as: () 3 An organization you newlyac- or quire form, othr than a art - (a) An individual, you and your nership, joint venture or limited spouse are insureds, but liability company, and over only with respect to the which you maintain ownership conduct of a business of or majority interest, will qualify which you are the sole as a Named Insured if no other owner. similar insurance applies to that (b) A partnership or joint ven- organization. However, cover - age under this provision: ture, you are an insured. Your members, your part- (a) Is afforded only until the ners, and their spouses are 180th day after you acquire also insureds but only with or form the organization or respect to the conduct of the end of the policy period, your business. whichever is earlier; and (c) A limited liability company, (b) Does not apply to any act, you are an insured. Your error or omission that was members are also insureds, committed before you ac - but only with respect to the quired or formed the or - conduct of your business. ganization. Your managers are in- sureds, but only with re- spect to their duties as your As respects Employee Benefit Liabil- managers. ity Coverage, SECTION III - LIMITS (d) An organization other than OF INSURANCE is deleted in its en - a partnership, joint venture tirety and replaced by the following: or limited liability company, (1) The Limits of Insurance shown you are an insured. Your in Section B. Limits of Insur- "executive officers" and di- ance, 1. Employee Benefit Li - rectors are insureds, but only with respect to their ability Coverage and the rules duties as your officers or di- below fix the most we will pay regardless of the number of: rectors. Your stockholders are also insureds, but only (a) Insureds; with respect to their liability as stockholders. Includes copyrighted material of Insurance GA 233 02 07 Services Office, Inc., with its permission. Page 4 of 15 Includes copyrighted material of Insurance GA 233 02 07 Services Office, Inc., with its permission. Page 5 of 15 (b) Claims made or "suits" (b) The deductible amount brought; stated in the Declarations (c) Persons or organizations applies to all damages sustained by any one "em - making claims or bringing ployee", including such suits"; "employee's" dependents (d) Acts, errors or omissions; or and beneficiaries, because of all acts, errors or omis- (e) Benefits included in your sions to which this insur- "employee benefit pro- ance applies. gram". (c) The terms of this insurance, (2) The Aggregate Limit shown in including those with respect Section B. Limits of Insurance, to: 1. Employee Benefit Liability Coverage of this endorsement 1 ) Our 9 ht and duty to right is the most we will pay for all defend the Insured damages because of acts, er- against any "suits" rors or omissions negligently seeking those dam - committed in the "administra- ages; and tion" of your "employee benefit 2) Your duties, and the program". duties of any other in - (3) Subject to the limit described in volved insured, in the (2) above, the Each Employee event of an act, error or Limit shown in Section B. Limits omission, or claim, of Insurance, 1. Employee apply irrespective of the Benefit Liability Coverage of application of the deductible this endorsement is the most we amount. will pay for all damages sus- tained by any one "employee", (d) We may pay any part or all including damages sustained by of the deductible amount to such "employee's" dependents effect settlement of any and beneficiaries, as a result of: claim or "suit" and, upon (a) An act, error or omission; or notification of the actiontaken, you shall promptly (b) A series of related acts, er- reimburse us for such part rors or omissions, regard- of the deductible amount as less of the amount of time we have paid. that lapses between such d. Additional Conditions acts, errors or omissions, negligently committed in the 'administration" As respects Employee Benefit Li - ability Coverage, SECTION IV - of your "em- COMMERCIAL GENERAL LIABIL- ployee benefit program". ITY CONDITIONS is amended as However, the amount paid un- follows: der this endorsement shall not (1) Item 2. Duties in the Event of exceed, and will be subject to Occurrence, Offense, Claim or the limits and restrictions that Suit is deleted in its entirety and apply to the payment of benefits replaced by the following: in any plan included in the "em- ployee benefit program". 2. Duties in the Event of an Act, Error or (4) Deductible Amount Omission, or Claim or Suit (a) Our obligation to pay dam- a. You must see to it that we are noti- fied as soon as practicable of an act, ages on behalf of the in- error or omission which may result in sured applies only to the a claim. To the extent possible, no - amount of damages in ex- tice should include: cess of the deductible amount stated in the Decla- (1) What the act, error or omission rations as applicable to was and when it occurred; and Each Employee. The limits of insurance shall not be (2) The names and addresses of reduced by the amount of anyone who may suffer dam - this deductible, ages as a result of the act, error or omission. Includes copyrighted material of Insurance GA 233 02 07 Services Office, Inc., with its permission. Page 5 of 15 b. If a claim is made or "suit" is brought against any insured, you must: (1) Immediately record the specifics of the claim or "suit" and the date received; and (2) Notify us as soon as practicable. You must see to it that we receive written notice of the claim or "suit" as soon as practicable. c. You and any other involved insured must: (1) Immediately send us copies of any demands, notices, sum- monses or legal papers re- ceived in connection with the claim or "suit"; (2) Authorize us to obtain records and other information; (3) Cooperate with us in the investi- gation or settlement of the claim or defense against the "suit'; and (4) Assist us, upon our request, in the enforcement of any right against any person or organiza- tion which may be liable to the insured because of an act, error or omission to which this insur- ance may also apply. d. No insured will, except at that in- sured's own cost, voluntarily make a payment, assume any obligation, or incur any expense without our con- sent. (2) Item 5. Other Insurance is de- leted in its entirety and replaced by the following: 5. Other Insurance If other valid and collectible insurance is available to the insured for a loss we cover under this Coverage Part, our obligations are limited as follows: a. Primary Insurance This insurance is pri- mary except when c. below applies. If this insurance is primary, our obligations are not affected unless any of the other insurance is also primary. Then, we will share with all that other insurance by the method described in b. below. b. Method of Sharing If all of the other insur- ance permits contribu- tion by equal shares, we will follow this method also. Under this approach each in- surer contributes equal amounts until it has paid its applicable limit of insurance or none of the loss remains, whichever comes first. If any of the other in- surance does not per- mit contribution by equal shares, we will contribute by limits. Under this method, each insurer's share is based on the ratio of its applicable limit of in- surance to the total ap- plicable limits of insur- ance of all insurers. c. No Coverage This insurance shall not cover any loss for which the insured is entitled to recovery un- der any other insur- ance in force previous to the effective date of this Coverage Part. e. Additional Definitions As respects Employee Benefit Li- ability Coverage, SECTION V - DEFINITIONS is amended as fol- lows: (1) The following definitions are added: 1. "Administration" means: a. Providing information to "employees", including their dependents and beneficiaries, with re- spect to eligibility for or scope of "employee benefit programs"; b. Interpreting the "em- ployee benefit pro- grams"; c. Handling records in connection with the "employee benefit pro- grams"; or d. Effecting, continuing or terminating any "em- ployee's" participation Includes copyrighted material of Insurance GA 233 02 07 Services Office, Inc., with its permission. Page 6 of 15 GA 233 02 07 in any benefit included benefits, workers' com- in the "employee bene- pensation and disability fit program". benefits; and However, "administration" d. Vacation plans, includ- does not include: ing buy and sell pro - a. Handling payroll de- grams; leave of ab - sence programs, in- cluding military, mater - b. The failure to effect or nity, family, and civil maintain any insurance leave; tuition assis- or adequate limits of tance plans; transpor- coverage of insurance, tation and health club including but not limited subsidies, to unemployment in- (2) The following definitions are surance, social security deleted in their entirety and re - benefits, workers' com- placed by the following: pensation and disability benefits. 21. "Suit" means a civil pro- 2. "Cafeteria plans" means ceediwhich damag s I because of nan plan authorized by applica- act, error or omission to ble law to allow employ- which this insurance applies ees" to elect to pay for cer- are alleged. "Suit" includes: tain benefits with pre-tax dollars. a. An arbitration pro- 3. "Employee benefit pro- ceedinsuch damagesn ehl claimed grams" means a program and to which the in - providing some or all of the sured must submit or following benefits to "em- does submit with our ployees", whether provided consent; through a cafeteria plan or otherwise: b. Any other alternative a. Group life insurance; dispute resolution pro- ceeding in which such group accident or health insurance; den- damages are claimed tal, vision and hearing and to which the In- sured submits with our plans; and flexible consent; or spending accounts; provided that no one c. An appeal of a civil other than an "em- proceeding. ployee" may subscribe to such benefits and 8. "Employee" means a per - such benefits are made son actively employed, for - generally available to merly employed, on leave those "employees" who of absence or disabled, or satisfy the plan's eligF retired. "Employee" in- bility requirements; cludes a "leased worker". "Employee" does not in - b. Profit sharing plans, clude a "temporary worker". employee savings plans, employee stock 2. Unintentional Failure to Disclose Haz- ownership plans, pen- ards sion plans and stock subscription plans, SECTION IV - COMMERCIAL GENERAL provided that no one LIABILITY CONDITIONS, 7. Represen- other than an em- tations is hereby amended by the addi- ployee" may subscribe tion of the following: to such benefits and Based on our dependence upon your such benefits are made representations as to existing hazards, if generally available to unintentionally you should fail to disclose all "employees" who all such hazards at the inception date of are eligible under the your policy, we will not reject coverage plan for such benefits; under this Coverage Part based solely on c. Unemployment insur- such failure. ance, social security Includes copyrighted material of Insurance Services Office, Inc., with its permission. Page 7 of 15 3. Damage to Premises Rented to You e) Settling, cracking, a. The last Subparagraph of Paragraph shrinking or ex - 2. SECTION I - COVERAGES, pansion; or COVERAGE A. - BODILY INJURY f) Nesting or infesta- AND PROPERTY DAMAGE, 2. LI- tion, or discharge ABILITY Exclusions is hereby de- or release of leted and replaced by the following: waste products or Exclusions c, through q. do not apply secretions, by in - sects, birds, ro- to damage by fire, explosion, light- dents or other ning, smoke or soot to premises animals. while rented to you or temporarily occupied by you with permission of (b) Loss caused directly or indi- the owner, rectly by any of the follow- ollowb. b.The insurance provided under SEC- ing: TION I - COVERAGES, COVERAGE 1) Earthquake, volcanic A. BODILY INJURY AND PROP- eruption, landslide or ERTY DAMAGE LIABILITY applies any other earth move - to "property damage" arising out of ment; water damage to premises that are both rented to and occupied by you. 2) Water that backs up or overflows from a (1) As respects Water Damage Le- sewer, drain or sump; gal Liability, as provided in Paragraph 3.b, above: 3 ) Water under the ground surface press - The exclusions under SECTION ing on, or flowing or I- COVERAGES, COVERAGE seeping through: A. BODILY INJURY AND PROPERTY DAMAGE LIABIL- a) Foundations, ITY, 2. Exclusions, other than i, walls, floors or War and the Nuclear Energy paved surfaces; Liability Exclusion, are deleted b) Basements, and the following are added: whether paved or This Insurance does not apply not; or to: c) Doors, windows or (a) "Property damage": other openings. 1) Assumed in any con- (c) Loss caused by or resulting tract; or from water that leaks or flows from plumbing, heat - 2) Loss caused by or re- ing, air conditioning, or fire sulting from any of the protection systems caused following: by or resulting from freez- a) Wear and tear; ing, unless: b) Rust, corrosion, 1) You did your best to maintain heat in the fungus, decay, building or structure; or deterioration, hid- den or latent de- 2) You drained the fect or any quality equipment and shut off in property that the water supply if the causes it to dam- heat was not main - age or destroy it- tained. self; (d) Loss to or damage to: C) Smog; 1) Plumbing, heating, air d) Mechanical conditioning, fire pro - breakdown in- tection systems, or cluding rupture or other equipment or ap- bursting caused pliances; or by centrifugal force; 2) The interior of any building or structure, or to personal property in the building or structure Includes copyrighted material of Insurance GA 233 02 07 Services Office, Inc., with its permission. Page 8 of 15 caused by or resulting from rain, snow, sleet or ice, whether driven by wind or not. c. Limit of Insurance The Damage to Premises Rented to You Limit as shown in the Declara- tions is amended as follows: (2) Paragraph 6, of SECTION III - LIMITS OF INSURANCE is hereby deleted and replaced by the following: 6. Subject to 5. above, the Damage to Premises Rented to You Limit is the most we will pay under COVERAGE A. BODILY INJURY AND PROPERTY DAMAGE LIABILITY, for damages because of "property damage" to premises while rented to you or temporarily occupied by you with permission of the owner, arising out of any one "occurrence" to which this insurance ap- plies. (3) The amount we will pay is lim- ited as described in Section B. Limits of Insurance, 3. Dam- age to Premises Rented to You of this endorsement. 4. Supplementary Payments Under SECTION I - COVERAGE, SUP- PLEMENTARY PAYMENTS - COVER- AGES A AND B: a. Paragraph 2. is replaced by the fol- lowing: Up to the limit shown in Section B. Limits of Insurance, 4.a. Bail Bonds of this endorsement for cost of bail bonds required because of accidents or traffic law violations arising out of the use of any vehicle to which the Bodily Injury Liability Coverage ap- plies. We do not have to furnish these bonds. b. Paragraph 4. is replaced by the fol- lowing: All reasonable expenses incurred by the insured at our request to assist us in the investigation or defense of the claim or "suit", including actual loss of earnings up to the limit shown in Section B. Limits of Insurance, 4.b. Loss of Earnings of this en- dorsement per day because of time off from work. 5. Medical Payments The Medical Expense Limit of Any One Person as stated in the Declarations is amended to the limit shown in Section B. Limits of Insurance, 5. Medical Pay- ments of this endorsement. 6. Voluntary Property Damage and Care, Custody or Control Liability Coverage a. Voluntary Property Damage Cov- erage We will pay for "property damage" to property of others arising out of op- erations incidental to the insured's business when: (1) Damage is caused by the in- sured; or (2) Damage occurs while in the in- sured's possession. With your consent, we will make these payments regardless of fault. b. Care, Custody or Control Liability Coverage SECTION I - COVERAGES, COV- ERAGE A. BODILY INJURY AND PROPERTY DAMAGE LIABILITY, 2. Exclusions, j. Damage to Property, Subparagraphs (3), (4) and (5) do not apply to "property damage" to the property of others described therein. With respect to the insurance provided by this section of the endorsement, the fol- lowing additional provisions apply: a. The Limits of Insurance shown in the Declarations are replaced by the lim- its designated in Section B. Limits of Insurance, 6. Voluntary Property Damage and Care, Custody or Control Liability Coverage of this endorsement with respect to cover- age provided by this endorsement. These limits are inclusive of and not in addition to the limits being re- placed. The Limits of Insurance shown in Section B. Limits of Insur- ance, 6. Voluntary Property Dam- age and Care, Custody or Control Liability Coverage of this endorse- ment fix the most we will pay in any one "occurrence" regardless of the number of: (1) Insureds; (2) Claims made or "sults" brought; or (3) Persons or organizations mak- ing claims or bringing "suits". Includes copyrighted material of Insurance GA 233 02 07 Services Office, Inc., with its permission. Page 9 of 15 b. Deductible Clause (1) Our obligation to pay damages on your behalf applies only to the amount of damages for each "occurrence" which are in ex- cess of the deductible amount stated in Section B. Limits of Insurance, 6. Voluntary Prop- erty Damage and Care, Cus- tody or Control Liability Cov- erage of this endorsement. The limits of insurance will not be re- duced by the application of such deductible amount. (2) Condition 2. Duties in the Event of Occurrence, Offense, Claim or Suit, applies to each claim or "suit" irrespective of the amount. (3) We may pay any part or all of the deductible amount to effect settlement of any claim or "suit' and, upon notification of the ac- tion taken, you shall promptly reimburse us for such part of the deductible amount as has been paid by us. 7. 180 Day Coverage for Newly Formed or Acquired Organizations SECTION II - WHO IS AN INSURED is amended as follows: Subparagraph a, of Paragraph 4. is hereby deleted and replaced by the fol- lowi-1g: a. Insurance under this provision is af- forded only until the 180th day after you acquire or form the organization or the end of the policy period, whichever is earlier; 8. Waiver of Subrogation SECTION IV - COMMERCIAL GENERAL LIABILITY CONDITIONS, 9. Transfer of Rights of Recovery Against Others to Us is hereby amended by the addition of the following: We waive any right of recovery we may have because of payments we make for injury or damage arising out of your on- going operations or "your work" done un- der a written contract requiring such waiver with that person or organization and included in the "products -completed operations hazard". However, our rights may only be waived prior to the 'occur- rence" giving rise to the injury or damage for which we make payment under this Coverage Part. The insured must do nothing after a loss to impair our rights. At our request, the insured will bring "suit' or transfer those rights to us and help us enforce those rights. 9. Automatic Additional Insured - Speci- fied Relationships a. The following is hereby added to SECTION II -WHO IS AN INSURED: (1) Any person or organization de- scribed in Paragraph 9,a.(2) below (hereinafter referred to as additional insured) whom you are required to add as an addi- tional insured under this Cover- age Part by reason of: (a) A written contract or agreement; or (b) An oral agreement or con- tract where a certificate of insurance showing thal per- son or organization as an additional insured has been issued, is an insured, provided: (a) The written or oral contract or agreement is: 1) Currently in effect or becomes effective during the policy pe- riod; and 2) Executed prior to an "occurrence" or offense to which this insurance would apply: and (b) They are not specifically named as an additional in- sured under any other pro- vision of, or endorsement added to, this Coverage Part. (2) Only the following persons or organizations are additional in- sureds under this endorsement, and insurance coverage pro- vided to such additional in- sureds is limited as provided herein: (a) The manager or lessor of a premises leased to you with whom you have agreed per Paragraph 9.a.(1) above to provide insurance, but only with respect to liability aris- ing out of the ownership, maintenance or use of that part of a premises leased to you, subject to the following additional exclusions: This insurance does not apply to: 1) Any 'occurrence" which takes place after Includes copyrighted material of Insurance GA 233 02 07 Services Office, Inc., with its permission. Page 10 of 15 you cease to be a ten- c) Any physical or ant in that premises, chemical change 2) Structural alterations, in the product made intentionally new construction or by the vendor; demolition operations performed by or on be- d) Repackaging, un- half of such additional less unpacked insured. solely for the pur- (b) Any p g pose of inspection. demonstration, from which you lease testing, or the equipment with whom you substitution of have agreed per Paragraph parts under in- 9.a.(1) above to provide in- structions from the surance. Such person(s) or manufacturer, and organization(s) are insureds then repackaged solely with respect to their in the original liability arising out of the container; maintenance, operation or use by you of equipment e) Any failure to leased to you by such per- make such in- son(s) or organizations(s). spections, adjust- However, this insurance ments, tests or does not apply to any "oc- servicing as the currence" which takes place vendor has after the equipment lease agreed to make or expires. normally under- (c) Any person or organization takes to make in the usual course (referred to below as ven- of business, in dor) with whom you have connection with agreed per Paragraph the distribution or 9,a.(1) above to provide in- sale of the prod- surance, but only with re- ucts• ' spect to "bodily injury" or "prapeity damage" arising Q Demonstration, in- out of "your products" which stallation, servic- are distributed or sold in the ing or repair op- regular course of the ven- erations, except dor's business, subject to such operations the following additional ex- performed at the clusions: vendor's premises 1) The insurance afforded in connection with the sale of the the vendor does not product; apply to: a) "Bodily injury" or g) Products which, after distribution or "property damage" sale by you, have for which the ven- been labeled or dor is obligated to relabeled or used pay damages by as a container, reason of the as- part or ingredient sumption of liabil- of any other thing ity in a contract or or substance by or agreement. This for the vendor. exclusion does not apply to liability for 2) This insurance does damages that the not apply to any in- vendor would sured person or or- have in the ab- ganization: sence of the con- tract or agree- a) From whom you ment; have acquired such products, or b) Any express war- any ingredient, ranty unauthorized part or container, by you; entering into, ac - Includes copyrighted material of Insurance GA 233 02 07 Services Office, Inc., with its permission. Page 11 of 15 companying or 2) This insurance does containing such not apply to "bodily in - products; or jury", "property dam- b) When liability in- age" or "personal and advertising injury" aris- cluded within the "products- Ing out of operations performed for the state completed opera- or political subdivision. tions hazard" has been excluded (f) Any person or organization under this Cover- with which you have agreed age Part with re- per Paragraph 9,a.(1) spect to such above to provide insurance, products, but only with respect to li- (d) Any state or political subdi- ability arising out of 'your work" performed for that vision with which you have additional insured by you or agreed per Paragraph on your behalf. A person or 9.a.(1) above to provide in- organization's status as an surance, subject to the fol- insured under this provision lowing additional provision: of this endorsement contin- This insurance applies only ues for only the period of with respect to the following time required by the written hazards for which the state contract or agreement, but or political subdivision has in no event beyond the ex - issued a permit in connec- piration date of this Cover - tion with premises you own, age Part. If there is no rent or control and to which written contract or agree - this insurance applies: ment, or if no period of time is required by the written 1) The existence, mainte- contract or agreement, a nance, repair, con- person or organization's struction, erection, or status as an insured under removal of advertising this endorsement ends signs, awnings, cano- when your operations for pies, cellar entrances, that insured are completed. coal holes, driveways, manholes, marquees, 3 An insurance provided to an () y hoist away openings, additional insured designated sidewalk vaults, street under Paragraph 9.a.(2): banners, or decora- (a) Subparagraphs (e) and (f) tions and similar expo- does not apply to "bodily sures; or injury" or "property damage" 2) The construction, erec- included within the "prod - tion, or removal of ele- ucts-completed operations vators; or hazard'; 3) The ownership, main- (b) Subparagraphs (a), (b), (d), tenance, or use of any (e) and (f) does not apply to elevators covered by "bodily injury", "property this insurance. damage" or "personal and advertising injury" arising (e) Any state or political subdi- out of the sole negligence vision with which you have or willful misconduct of the agreed per Paragraph additional insured or their 9.a.(1) above to provide in- agents, "employees" or any surance, subject to the fol- other representative of the lowing provisions: additional insured; or 1) This insurance applies (c) Subparagraph (1 does not only with respect to op- apply to "bodily injury", erations performed by "property damage" or "per - you or on your behalf sonal and advertising injury" for which the state or arising out of: political subdivision has 1 n fur - issued a permit. ) Defects in design Wished by or on behalf Includes copyrighted material of Insurance GA 233 02 07 Services Office, Inc., with its permission. Page 12 of 15 of the additional in- spects any other insurance sured; or policy issued to the addi- 2) The rendering of, or tional insured, and such other insurance policy shall failure to render, any be excess and / or noncon- professional architec- tributing, whichever applies, tural, engineering or with this insurance. surveying services, in- dorsement to another cluding: (b) Any insurance provided by a) The preparing, this endorsement shall be primary to other insurance approving or fail- available to the additional Ing to prepare or insured except: approve maps, under this endorse - shop drawings, 1) As otherwise provided opinions, reports, in SECTION IV - surveys, field or- COMMERCIAL GEN- ders, change or- ERAL LIABILITY ders or drawings CONDITIONS, 5. Other and specifications; Insurance, b. Excess and Insurance; or b) Supervisory, in- 2) For any other valid and spection, archi- collectible insurance tectural or engi- available to the addi- neering activities. tional insured as an "Your additional insured by 3) work" for which a attachment of an en - consolidated (wrap-up) dorsement to another insurance program has insurance policy that is been provided by the written on an excess primecontractor-project basis. In such case, manager or owner of the coverage provided the construction project under this endorse - in which you are in- ment shall also be ex - volved. cess. b. Only with regard to insurance pro- (2) Condition 11. Conformance to vided to an additional insured desig- Specific Written Contract or nated under Paragraph 9.a.(2) Sub- Agreement is hereby added: paragraph (f) above, SECTION III - LIMITS OF INSURANCE is amended 11. Conformance to Specific to include: Written Contract or The limits applicable to the additional Agreement insured are those specified in the With respect to additional written contract or agreement or in insureds described in Para - the Declarations of this Coverage graph 9.a.(2)(f) above only: Part, whichever are less. If no limits are specified in the written contract If a written contract or or agreement, or if there is no written agreement between you contract or agreement, the limits ap- and the additional insured plicable to the additional insured are specifies that coverage for those specified in the Declarations of the additional insured: this Coverage Part. The limits of in- a. Be provided by the In- surance are inclusive of and not in surance Services Of - addition to the limits of insurance fice additional insured shown in the Declarations, form number CG 20 10 c. SECTION IV - COMMERCIAL GEN- or CG 20 37 (where ERAL LIABILITY CONDITIONS is edition specified); or hereby amended as follows: b. Include coverage for (1) Condition 5- Other Insurance is completed operations; amended to include: or (a) Where required by a written c. Include coverage for contract or agreement, this "your work'; insurance is primary and / and where the limits or cov- or noncontributory as re- erage provided to the add! - Includes copyrighted material of Insurance GA 233 02 07 Services Office, Inc., with its permission. Page 13 of 15 tional insured is more re- strictive than was specifi- cally required in that written contract or agreement, the terms of Paragraphs 9.a.(3)(a), 9.a.(3)(b) or 9.b. above, or any combination thereof, shall be interpreted as providing the limits or coverage required by the terms of the written contract or agreement, but only to the extent that such limits or coverage is included within the terms of the Coverage Part to which this endorse- ment is attached. If, how- ever, the written contract or agreement specifies the In- surance Services Office additional insured form number CG 20 10 but does not specify which edition, or specifies an edition that does not exist, Paragraphs 9.a.(3)(a) and 9.a.(3)(b) of this endorsement shall not apply and Paragraph 9.b. of this endorsement shall ap- ply. 10. Broadened Contractual Liability- Work Within 50' of Railroad Property It is hereby agreed that Paragraph f.(1) of Definition 12. "Insured contract" (SEC- TION V - DEFINITIONS) is deleted. 11. Property Damage to Borrowed Equip- ment a. The following is hereby added to Ex- clusion J. Damage to Property of Paragraph 2., Exclusions of SEG- TION EGTION 1 - COVERAGES, COVERAGE A. BODILY INJURY AND PROP- ERTY DAMAGE LIABILITY: Paragraphs (3) and (4) of this exclu- sion do not apply to tools or equip- ment loaned to you, provided they are not being used to perform opera- tions at the time of loss. b. With respect to the insurance pro- vided by this section of the en- dorsement, the following additional provisions apply: (1) The Limits of insurance shown in the Declarations are replaced by the limits designated in Sec- tion B. Limits of Insurance, 11. of this endorsement with respect to coverage provided by this endorsement. These limits are inclusive of and not in addition to the limits being replaced. The Limits of Insurance shown in Section B. Limits of Insurance, 11, of this endorsement fix the most we will pay in any one "oo- currence" regardless of the number of: (a) Insureds; (b) Claims made or "suits" brought; or (c) Persons or organizations making claims or bring "suits". (2) Deductible Clause (a) Our obligation to pay dam- ages on your behalf applies only to the amount of dam- ages for each "occurrence" which are in excess of the Deductible amount stated in Section B. Limits of Insur- ance, 11. of this endorse- ment. The limits of insur- ance will not be reduced by the application of such De- ductible amount. (b) Condition 2. Duties in the Event of Occurrence, Of- fense, Claim or Suit, ap- plies to each claim or "suit" irrespective of the amount. (c) We may pay any part or all of the deductible amount to effect scttlemont of any claim or "suit" and, upon notification of the action taken, you shall promptly reimburse us for such part of the deductible amount as has been paid by us. 12. Employees as Insureds - Specified Health Care Services It is hereby agreed that Paragraph 2.a.(1)(d) of SECTION it - WHO IS AN INSURED, does not apply to your "em- ployees" who provide professional health care services on your behalf as duly li- censed: a. Nurses; b. Emergency Medical Technicians; or c. Paramedics, in the jurisdiction where an "occurrence" or offense to which this insurance applies takes place. 13. Broadened Notice of Occurrence Paragraph a. of Condition 2. Duties In the Event of Occurrence, Offense, Claim or Suit (SECTION IV - COMMER- CIAL GENERAL LIABILITY CONDI- Includes copyrighted material of Insurance GA 233 02 07 Services Office, Inc., with its permission. Page 14 of 15 TIONS) is hereby deleted and replaced by the following: a. You must see to it that we are noti- fied as soon as practicable of an "occurrence" or an offense which may result in a claim. To the extent possible, notice should include: (1) How, when and where the 'oc- currence" or offense took place; (2) The names and addresses of any injured persons and wit- nesses; and (3) The nature and location of any injury or damage arising out of the 'occurrence" or offense. This requirement applies only when the 'occurrence" or offense is known to an "authorized representative". Includes copyrighted material of Insurance GA 233 02 07 Services Office, Inc., with its permission. Page 15 of 15